<PAGE>
EXHIBIT 3.3
CERTIFICATE OF AMENDMENT
OF
THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SCHOLASTIC CORPORATION
SCHOLASTIC CORPORATION, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That at a meeting of the Board of Directors of Scholastic
Corporation resolutions were duly adopted setting forth a proposed amendment to
the Amended and Restated Certificate of Incorporation of said corporation,
declaring said amendment to be advisable and proposing that the amendment be
considered at the next annual meeting of the stockholders of said corporation
for consideration thereof. The resolution setting forth the proposed amendment
is as follows:
RESOLVED, That the Amended and Restated Certificate of Incorporation of this
corporation be amended by changing the first sentence of Article FOURTH to read
as follows:
"The total number of shares which may be issued by the Corporation
is Seventy-four and one-half Million (74,500,000) shares, of which
Seventy Million (70,000,000) shares shall be Common Stock having a
par value of one cent ($.01) per share; Two and one-half Million
(2,500,000) shares shall be Class A Stock having a par value of one
cent ($.01) per share; and Two Million (2,000,000) shares shall be
Preferred Stock having a par value of one dollar ($1.00) per share."
RESOLVED, That the Amended and Restated Certificate of Incorporation of this
corporation be amended by changing Section (b)(i) of Article FOURTH to read as
follows:
(i) VOTING RIGHTS. Except as otherwise hereinafter provided or as
may be provided by law, and for so long as any shares of Class A
Stock remain outstanding, the entire voting power of the Corporation
shall be vested exclusively in the holders of the shares of the
Class A Stock and the holders of no other class of the Corporation's
stock shall have any voting power, or right to participate in any
meeting, or be entitled to any voice in the management of the
Corporation's affairs; provided, however, that the holders of the
shares of the Common Stock voting as a class at each annual meeting
of the Corporation shall elect such minimum number of the members of
the Board of Directors as shall equal at least one-fifth of the
members of the Board of Directors, which shall consist of not less
than three nor more than fifteen members, such number to be
determined from time to time by the holders of the Class A Stock.
Without the consent of the holders of the Common Stock voting as a
class, neither the Certificate of Incorporation or the By-laws of
the Corporation shall hereafter be
<PAGE>
amended to deny to the holders of the Common Stock the right to
elect at least one-fifth of the members of the Board of Directors.
In the event of a vacancy in the seat of a director who has been
elected by the holders of the Common Stock (including a successor
thereto appointed to fill a vacancy) or a newly created directorship
which would be filled by the holders of the Common Stock, such
vacancy or newly created directorship shall be filled solely by the
remaining directors who have been elected by the holders of the
Common Stock (including successors thereto appointed to fill a
vacancy) and, in the event of a vacancy in the seat of a director
who has been elected by the holders of the Class A Stock (including
a successor thereto appointed to fill a vacancy) or a newly created
directorship which would be filled by the holders of the Class A
Stock, such vacancy or newly created directorship shall be filled
solely by the remaining directors who have been elected by the
holders of the Class A Stock (including successors thereto appointed
to fill a vacancy). Notwithstanding the foregoing, in connection
with the right of the Board of Directors to fix the rights,
preferences and limitations of the Preferred Stock, the Board of
Directors may grant voting power to the holders of one or more
series of the Preferred Stock to elect not more than two additional
members of the Board of Directors in the event of an arrearage in
the payment of dividends on any such series as may be stated in the
resolution or resolutions of the Board of Directors providing for
the issuance of such series, such right to elect two additional
directors to be applicable to all series of Preferred Stock in the
aggregate and not to each series thereof in the event more than one
series is outstanding. Any increase in the number of members of the
Board of Directors as a result of the right of the holders of one or
more series of the Preferred Stock to elect two additional members
of the Board of Directors shall not alter or increase the voting
power of the holders of Common Stock who shall continue to have the
right only to elect such minimum number of the members of the Board
of Directors as shall equal at least one-fifth of the members of the
Board of Directors as constituted prior to the election of such two
additional members of the Board of Directors by the holders of the
Preferred Stock. With respect to the election of directors, no
holders of any class of stock shall have cumulative voting rights."
RESOLVED, That the Amended and Restated Certificate of Incorporation of this
corporation be amended by adding new Section (b)(iii) of Article FOURTH to read
as follows:
(iii) STOCK DIVIDENDS. The holders of the Class A Stock
and the Common Stock shall have the same and identical rights to
dividends or distributions, provided that, in the event of dividends
or distributions payable in shares of the Class A or Common Stock of
the Corporation or the distribution of rights, warrants or other
securities exercisable or exchangeable for, or convertible into,
shares of the Class A or Common Stock of the Corporation, such
dividends or distributions shall be payable in shares, or rights,
warrants or other securities exercisable or exchangeable for, or
convertible into, shares, as the case may be, of Class A Stock in
respect of the holders of Class A Stock of the Corporation and
Common Stock in respect of the holders of Common Stock of the
Corporation;
<PAGE>
RESOLVED, That the Amended and Restated Certificate of Incorporation of this
corporation be amended by changing the fourth sentence of Article FIFTH to read
as follows:
(i) The indemnification provided for in this Article
(a) shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any by-law, agreement or vote of
stockholders or disinterested directors or otherwise, both as to
action in their official capacities and as to action in another
capacity while holding such office (b) shall continue as to a person
who has ceased to be a director or officer and (c) shall inure to
the benefit of the heirs, executors and administrators of such a
person.
SECOND: That thereafter, pursuant to resolutions of its Board of
Directors, at the annual meeting of the stockholders, duly called and held on
September 19, 2000 upon notice and in accordance with Section 222 of the General
Corporation Law of the State of Delaware, the necessary number of shares as
required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That this Certificate of Amendment of the Amended and Restated
Certificate of Incorporation shall be effective on September 19, 2000.
IN WITNESS WHEREOF, Scholastic Corporation has caused this certificate to be
signed by Richard Robinson, its President, Chief Executive Officer and Chairman
this 23rd day of September, 2000.
SCHOLASTIC CORPORATION
/s/ Richard Robinson
-----------------------------------
Richard Robinson
President, Chief Executive Officer and Chairman
