STATE OF VERMONT
OFFICE OF SECRETARY OF STATE
The Office of Secretary of State hereby grants a
to
Certificate of Incorporation
WITCH HAZEL COMPANY
a Vermont domestic corporation,
August 3, 1994
Given under my hand and the seal of the State of Vermont, at Montpelier,
the State Capital
Donald M. Hooper
Secretary of State
ARTICLES OF INCORPORATION
-------------------------
Corporate Name
WITCH HAZEL COMPANY
Name of Registered Agent
Deborah Duffy
Address of registered office
Norwich Commerce Park, RR2 Norwich, VT 05055
Please check the box that applies for your corporation
x General Corporation
Number of shares the corporation is authorized to issue
100
Classes of shares
Common
State the purpose of the corporation
Any lawful business purpose
Directors
Deborah Duffy RR2, Box 57D Norwich, Ven-nont 05055 (Norwich commerce Park)
Megan Anne Noiray, Esquire 368 Via colinas, Westlake Village, CA 91362
Signature of Incorporator
By:/S________________
Deborah Duffy
August 3, 1994
RR2 Box 57D Norwich, Vermont (Norwich Commerce Park)
ARTICLES OF INCORPORATION
OFFICE OF SECRETARY OF STATE
FILED_____Aug 3, 1994___________
STATE OF VERMONT
OFFICE OF SECRETARY OF STATE
Certificate of Amendment
1, Donald M. Hooper, Secretary of State of the State of Vermont, do hereby
certify that the attached is A true copy of the
Articles of Amendment
for
WITCH HAZEL CO.
which APPEAR of record in this department
OCTOBER 4,1994
Given under my hand and the sea] of the State of
Vermont, at Montpelier, the State Capital
Donald M. Hooper
Secretary of State
ARTCLES OF AMENDMENT
--------------------
Name of corporation
WITCH HAZEL CO
The text and date of each amendment adopted
Change name to: VERMONT WITCH HAZEL CO
If the amendment provides for an exchange, reclassification, or cancellation of
issued shares, state the provisions for implementing the amendment if not
contained in the amendment itself.
Adopted by Board of Directors - no shareholder action required.
Signature
Deborah Duffy:/S_________________
President, Date 10/l/94
OFFICE OF SECRETARY OF STATE
Filed October 4, 1994
STATE OF VERMONT
OFFICE OF SECRETARY OF STATE
Certificate of Amendment
I, James F. Milne, Secretary of State of the State of Vermont, do hereby certify
that the attached is a true copy of the
Articles of Amendment
for
VERMONT WITCH HAZEL COMPANY
increasing stock to 1,100,000 shares
as filed in this department effective July 24, 1995
July 24, 1995
Given under my hand and the seal of the State of
Vermont, at Montpelier, the State Capital
James F. Milne
Secretary of State
ARTICLES OF AMENDMENT
Name of corporation
VERMONT WITCH HAZEL CO
The text and date of each amendment adopted.
The following amendments were adopted 7/7/95:
1) The number of shares the corporation is authorized to
issue shall be changed from l00 to 1,100,000
2) The corporation is authorized to issue two classed of
stock: common & preferred. The corporation is authorized to issue 1,000,000
shares of common stock and 1000,000 shares of preferred stock with no par value.
The designation, number of outstanding shares, number of votes entitled to be
cast by each voting group entitled vote separately on the amendment, and number
of votes of each voting group represented at the meeting
The sole shareholder of all ten (10) outstanding common shares approved the
amendment by a resolution dated 7/7/95
Either the total number of votes cast for and against the amendment by each
voting group entitled to vote separately on the amendment or the total number of
undisputed votes cast for the amendments by each voting group and a statement
that the number cast for the amendment by each voting group was sufficient for
approval by that voting group
Unanimous
Signature:/S______________________
Deborah Duffy President 7/14/95
OFFICE OF SECRETARY OF STATE
Filed July 24, 1995
STATE OF VERMONT
OFFICE OF SECRETARY OF STATE
Certificate of Amendment
I, James F. Milne, Secretary of State of the State of Vermont, do hereby certify
that the attached is a true copy of the
Articles of Amendment
for
VERMONT WITCH HAZEL COMPANY
changing its corporate name to
The Vermont Witch Hazel Company
as filed in this department effective September 16, 1996
September 16, 1996
Given under my hand and the seal of the State of
Vermont, at Montpelier, the State Capital
James F. Milne
Secretary of State
ARTICLES OF AMENDMENT
Name of corporation
VERMONT WITCH HAZEL CO
The text and date of each amendment adopted.
Adopted by shareholders and directors September 10, 1996
Resolved, that the name of the corporation be changed from
"Vermont Witch Hazel Company to " The Vermont Witch Hazel Co."
The designation, number of outstanding shares, number of votes entitled to be
cast by each voting group entitled vote separately on the amendment, and number
of votes of each voting group represented at the meeting
Either the total number of votes cast for and against the amendment by each
voting group entitled to vote separately on the amendment or the total number of
undisputed votes cast for the amendments by each voting group and a statement
that the number cast for the amendment by each voting group was sufficient for
approval by that voting group
Votes for: 766,900
Votes against 0
Signature:/S______________________
Megan Noiray Secretary 9/10/96
OFFICE OF SECRETARY OF STATE
Filed September 16, 1996
STATE OF VERMONT
OFFICE OF SECRETARY OF STATE
Certificate of Amendment
I, James F. Milne, Secretary of State of the State of Vermont, do hereby certify
that the attached is a true copy of the
Articles of Amendment
for
THE VERMONT WITCH HAZEL COMPANY
changing its corporate name to
The Vermont Witch Hazel Company
as filed in this department effective March 6, 2000
March 6, 2000
Given under my hand and the seal of the State of
Vermont, at Montpelier, the State Capital
Deborah L. Markowitz
Secretary of State
ARTICLES OF AMENDMENT
Name of corporation
VERMONT WITCH HAZEL CO
The text and date of each amendment adopted.
The following amendment was adopted October 19, 1999: Increase the
authorized number of shares of common stock to 10,000,000
If the amendment was approved by shareholders. A, The designation, number of
outstanding shares, number of votes entitled to be cast by each voting group
entitled vote separately on the amendment, and number of votes of each voting
group represented at the meeting
The shareholders of all 999,850 outstanding common shares approved the
amendment 100% by a resolution dated October 19, 1999
Either the total number of votes cast for and against the amendment by each
voting group entitled to vote separately on the amendment or the total number of
undisputed votes cast for the amendments by each voting group and a statement
that the number cast for the amendment by each voting group was sufficient for
approval by that voting group
Unanimous
Signature:/S______________________
Deborah Duffy President 2/29/00
