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EXHIBIT 99.2
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FORM OF CERTIFICATE OF DESIGNATION, PREFERENCES AND
RIGHTS OF PREFERRED STOCK
of
RENAISSANCE WORLDWIDE, INC.
Pursuant to Chapter 156B of the
Massachusetts General Laws
Renaissance Worldwide, Inc., a corporation organized and existing under and
by virtue of the General Laws of the State of Massachusetts (the "Corporation")
DOES HEREBY CERTIFY:
That pursuant to the authority conferred upon the Board of Directors (the
"Board of Directors") by the Restated Articles of Organization, as amended, of
the Corporation, and in accordance with the provisions of Chapter 156B, Section
26 of the General Laws of the State of Massachusetts, the Board of Directors on
June 13, 2000 adopted a resolution providing for the authorization of a series
of Preferred Stock, par value $.10 per share (the "Preferred Stock") as follows:
RESOLVED, that pursuant to the authority vested in the Board of Directors
of this Corporation in accordance with the provisions of its Restated
Articles of Organization, as amended, a series of Preferred Stock of the
Corporation be and it hereby is created, and that the designation and
amount thereof and the voting powers, preferences and relative,
participating, optional and other special rights of the shares of such
series, and the qualifications, limitations or restrictions thereof are as
follows:
Section 1. Designation and Amount. The shares of such series shall be
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designated as "Series A Preferred Stock" (the "Series A Stock") and the number
of shares constituting such series shall be 99,000. The number of shares of
Series A Stock may be increased or decreased by a resolution duly adopted by the
Board of Directors, but may not be decreased below the number of shares of
Series A Stock then outstanding plus the number of shares reserved for issuance
upon the exercise of outstanding options, rights or warrants or upon conversion
of any outstanding securities convertible into Series A Stock.
Section 2. Dividends and Distributions.
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(a) Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the
shares of Series A Stock with respect to dividends, the holders of shares
of Series A Stock shall be entitled to
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receive, when, as and if declared by the Board of Directors out of funds
legally available for the purpose, quarterly dividends payable in cash on
the last day of March, June, September and December in each year (each such
date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A Stock, in an amount
per share (rounded to the nearest cent) equal to the greater of (a) $1.00
or (b) subject to the provision for adjustment set forth in Section 8
hereof, 1000 times the aggregate per share amount of all cash dividends,
and 1000 times the aggregate per share amount (payable in kind) of all non-
cash dividends or other distributions other than a dividend payable in
shares of Common Stock, no par value per share, of the Corporation (the
"Common Stock") or a subdivision of the outstanding shares of Common Stock
(by reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to
the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series A Stock.
(b) The Corporation shall declare a dividend or distribution on the
Series A Stock as provided in paragraph (a) of this Section 2 immediately
after it declares a dividend or distribution on the Common Stock (other
than a dividend payable in shares of or a subdivision with respect to
Common Stock); provided, however, that, in the event no dividend or
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distribution shall have been declared on the Common Stock during the period
between any Quarterly Dividend Payment Date, a dividend of $1.00 per share
on the Series A Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.
(c) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Series A Stock, unless the
date of issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares
shall begin to accrue from the date of issue of such shares, or unless the
date of issue is a Quarterly Dividend Payment Date or is a date after the
record date for the determination of holders of shares of Series A Stock
entitled to receive a quarterly dividend and before such Quarterly Dividend
Payment Date, in either of which events such dividends shall begin to
accrue and be cumulative from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid on
the shares of Series A Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the
time outstanding. The Board of Directors may fix a record date for the
determination of holders of shares of Series A Stock entitled to receive
payment of a dividend or distribution declared thereon, which record date
shall be no more than 60 days prior to the date fixed for the payment
thereof.
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Section 3. Voting Rights. The holders of shares of Series A Stock shall
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have the following voting rights:
(a) Subject to the provision for adjustment set forth in Section 8
hereof, each share of Series A Stock shall entitle the holder thereof to
one thousand votes on all matters submitted to a vote of the stockholders
of the Corporation.
(b) Except as otherwise provided herein or required by applicable
law, the holders of shares of Series A Stock and the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation.
(c) Except as set forth herein or required by applicable law, holders
of Series A Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with
holders of Common Stock as set forth herein) for taking any corporate
action.
Section 4. Certain Restrictions
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(a) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions,
whether or not declared, on shares of Series A Stock outstanding shall have
been paid in full, the Corporation shall not:
(i) declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for
consideration any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the
Series A Stock;
(ii) declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the
Series A Stock, except dividends paid ratably on the Series A Stock
and all such parity stock on which dividends are payable or in arrears
in proportion to the total amounts to which the holders of all such
shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the
Series A Stock, provided that the Corporation may at any time redeem,
purchase or otherwise acquire shares of any such parity stock (A) in
exchange for shares of any stock of the Corporation ranking junior
(either as to dividends or upon dissolution, liquidation or winding
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up) to the Series A Stock or (B) in accordance with subparagraph (iv)
of this Section 4(a); or
(iv) redeem or purchase or otherwise acquire for
consideration any shares of Series A Stock, or any shares of stock
ranking on a parity with the Series A Stock, except in accordance with
a purchase offer made in writing or by publication (as determined by
the Board of Directors) to all holders of the outstanding shares of
such stock upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series and classes,
shall determine in good faith will result in fair and equitable
treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares
of stock of the Corporation unless the Corporation could, under paragraph
(a) of this Section 4, purchase or otherwise acquire such shares at such
time and in such manner.
Section 5. Reacquired Shares. Any shares of Series A Stock redeemed,
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purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors, subject to
the conditions and restrictions on issuance set forth herein.
Section 6. Liquidation, Dissolution or Winding Up.
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(a) Upon any liquidation (voluntary or otherwise), dissolution or
winding up of the Corporation, no distribution shall be made to the holders
of shares of Common Stock or any other stock of the Corporation ranking
junior (upon liquidation, dissolution or winding up) to the Series A Stock
unless, prior thereto, the holders of shares of Series A Stock shall have
received $1000.00 per share plus an amount equal to all accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date
of such payment (the "Series A Liquidation Preference"). Following the
payment of the full amount of the Series A Liquidation Preference, no
additional distributions shall be made to the holders of shares of Series A
Stock unless, prior thereto, the holders of shares of Common Stock (which
term shall include, for the purposes only of this Section 6, any series of
the Corporation's Preferred Stock ranking on a parity with the Common Stock
upon liquidation, dissolution or winding up) shall have received an amount
per share (the "Common Adjustment") equal to the quotient obtained by
dividing (i) the Series A Liquidation Preference by (ii) 1000 (as
appropriately adjusted as set forth in Section 8 hereof to reflect such
events as stock splits, stock dividends and recapitalizations with respect
to the Common Stock; such
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number in this clause (ii), as the same may be adjusted from time to time,
is hereinafter referred to as the "Adjustment Number". In the event,
however, that there are not sufficient assets available to permit payment
in full of the Common Adjustment, then any remaining assets shall be
distributed ratably to the holders of Common Stock. Following the payment
of the full amount of the Series A Liquidation Preference and the Common
Adjustment in respect of all outstanding shares of Series A Stock and
Common Stock, respectively, holders of shares of Series A Stock and holders
of shares of Common Stock shall receive their ratable and proportionate
share of any remaining assets to be distributed in the ratio of the
Adjustment Number to one (1) with respect to such Series A Stock and Common
Stock, on a per share basis, respectively.
(b) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference
and the liquidation preferences of all other series of Preferred Stock, if
any, which rank on a parity with the Series A Stock, then any remaining
assets shall be distributed ratably to the holders of the Series A Stock
and the holders of such parity stock in proportion to their respective
liquidation preferences.
(c) None of the merger or consolidation of the Corporation into or
with any other entity, the sale of all or substantially all of the property
and assets of the Corporation or the distribution to the stockholders of
the Corporation of all or substantially all of the consideration for such
sale, unless such consideration (apart from the assumption of liabilities)
or the net proceeds thereof consists substantially entirely of cash, shall
be deemed to be a liquidation, dissolution or winding up within the meaning
of this Section 6.
(d) Each share of Series A Stock shall stand on a parity with each
other share of Series A Stock or any other series of the same class of
Preferred Stock upon voluntary or involuntary liquidation, dissolution or
distribution of assets or winding up of the Corporation.
Section 7. Consolidation, Merger, etc. In case the Corporation shall
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enter into any consolidation, merger, combination or other transaction in which
the outstanding shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, then in any such case the
outstanding shares of Series A Stock shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision for
adjustment set forth in Section 8 hereof) equal to 1000 times the aggregate
amount of stock, securities, cash and/or any other property (payable in kind),
as the case may be, into which or for which each share of Common Stock is
changed or exchanged.
Section 8. Certain Adjustments. In the event the Corporation shall at any
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time declare or pay any dividend on Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by
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reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then, in each
such case, the amounts set forth in Sections 2(a) and (b), 3(a), 6(a) and 7
hereof with respect to the multiple of (i) cash and non-cash dividends, (ii)
votes, (iii) the Series A Liquidation Preference and (iv) an aggregate amount of
stock, securities, cash and/or other property referred to in Section 7 hereof,
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
Section 9. Ranking. The Series A Stock shall rank pari passu with (or if
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determined by the Board of Directors in any vote establishing any other series
of Preferred Stock, either senior and prior in preference to, or junior and
subordinate to, as the case may be) each other series of Preferred Stock of the
Corporation with respect to dividends and/or preference upon liquidation,
dissolution or winding up.
Section 10. Redemption. The shares of Series A Stock may be purchased by
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the Corporation at such times and on such terms as may be agreed to between the
Corporation and the redeeming stockholder, subject to any limitations which may
be imposed by law or the Restated Articles of Organization, as amended.
Section 11. Amendment. The Restated Articles of Organization, as amended,
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of the Corporation shall not be amended in any manner which would materially
alter or change the powers, preferences or special rights of the Series A Stock
so as to affect them adversely without the affirmative vote of the holders of
two-thirds or more of the outstanding shares of Series A Stock, voting together
as a single class.
Section 12. Fractional Shares. Series A Stock may be issued in fractions
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of a share which shall entitle the holder, in proportion to such holder's
fractional shares, to exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of holders of Series A
Stock.
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IN WITNESS WHEREOF, this Certificate of Designation was executed on behalf
of the Corporation by its President and attested by its Clerk on _____________,
2000.
By_____________________________
President
Attest:
By___________________
Clerk
[SEAL]
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