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Previous: WEBHIRE INC, S-3/A, 2000-07-17 |
Next: WEBHIRE INC, S-3/A, EX-5.2, 2000-07-17 |
<PAGE>
Exhibit 3.2
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
WEBHIRE, INC.
INTO
RESTRAC, INC.
******
Restrac, Inc., a corporation organized and existing under the laws of
Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That the Corporation was incorporated on the 8th day of
November, 1993, pursuant to the General Corporation Law of the State of
Delaware.
SECOND: That the Corporation owns all of the issued and outstanding
shares of the common stock of Webhire, Inc., a corporation incorporated on the
24th day of May, 1999, pursuant to the General Corporation Law of the State of
Delaware, which class of stock is the only class of capital stock of Webhire,
Inc. outstanding.
THIRD: That the Corporation, by the following resolutions of its Board
of Directors, duly adopted by the unanimous written consent of its members,
effective as of May 25, 1999, determined to merge with and into itself said
Webhire, Inc. and to change the name of the Corporation to Webhire, Inc.:
RESOLVED: That the
Corporation, being the
owner of all of the issued
and outstanding shares of
<PAGE>
the capital stock of
Webhire, Inc., a Delaware
corporation (the
"Subsidiary"), merge into
itself the Subsidiary and
assume all of the
Subsidiary's obligations
(the "Merger"), whereupon
the Corporation shall be
the surviving corporation.
RESOLVED: That the Chief
Executive Officer,
President, the Chief
Financial Officer,
Treasurer, Secretary, any
Vice President of the
Corporation and any other
individual authorized by
any of the foregoing (the
"Authorized Officers"), and
each of them individually,
on behalf of the
Corporation, be and is
hereby directed to execute
a Certificate of Ownership
and Merger (the
"Certificate of Ownership
and Merger") setting forth
a copy of the resolutions
authorizing the Merger and
to cause the same to be
filed with the Secretary of
State of the State of
Delaware and to do all acts
and things whatsoever,
whether within or outside
the State of Delaware,
which may be in any way
necessary or proper to
effect said Merger.
RESOLVED: That the Merger
shall be effective on June
1, 1999.
RESOLVED: That, as part of
the Merger and as
authorized by Section 253
of the Delaware General
Corporation Law, the
Corporation change its name
by amending Article One of
the Third Amended and
Restated Certificate of
Incorporation of the
Corporation to read as
follows:
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"Article One. The name of
the corporation is Webhire,
Inc."
RESOLVED: That the
Authorized Officers, and
each of them acting singly,
be, and each hereby is,
authorized, empowered and
directed to prepare,
execute and file on behalf
of the Corporation and in
its name with the Secretary
of State of the State of
Delaware the Certificate of
Ownership and Merger
evidencing the Merger and
the name change effected
therein.
FOURTH: Anything herein or elsewhere to the contrary notwithstanding,
the Merger may be amended or terminated and abandoned by the Board of Directors
of the Corporation at any time prior to the date of filing the merger with the
Secretary of State.
IN WITNESS WHEREOF, said Restrac, Inc. has caused this Certificate of
Ownership and Merger to be signed by Cynthia G. Eades, its Chief Financial
Officer, Treasurer and Secretary, this 25th day of May, 1999.
RESTRAC, INC.
By: /s/ Cynthia G. Eades
----------------------------
Name: Cynthia G. Eades
Title: Chief Financial Officer,
Treasurer and Secretary
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