Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - BIOGEN INC. | b86869e8vk.htm |
| EX-3.2 - EX-3.2 - BIOGEN INC. | b86869exv3w2.htm |
| EX-10.1 - EX-10.1 - BIOGEN INC. | b86869exv10w1.htm |
Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
OF
BIOGEN IDEC INC.
OF CERTIFICATE OF INCORPORATION
OF
BIOGEN IDEC INC.
The 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 Biogen Idec Inc. resolutions were duly
adopted setting forth a proposed amendment to Article VII of the Certificate of Incorporation of
said corporation, declaring said amendment to be advisable and directing that the proposed
amendment be considered at the next annual meeting of the stockholders. As amended pursuant to
such resolutions, Article VII of the Certificate of Incorporation shall be and read as follows:
ARTICLE VII
Elections of directors need not be by written ballot unless the
bylaws of the corporation shall so provide. Directors shall hold
office for a term ending on the date of the next annual meeting of
stockholders following their election and until their successors
shall have been elected and qualified, subject to their earlier
death, resignation or removal.
SECOND: That, pursuant to resolution of its Board of Directors, an annual meeting of the
stockholders of said corporation was duly called and held upon notice in accordance with Section
222 of the General Corporation Law of the State of Delaware at which meeting 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.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 2nd
day of June, 2011.
| By: | /s/ Robert A. Licht | |||
| Authorized Officer | ||||
| Title: | Senior Vice President | |||
| Name: | Robert A. Licht | |||