/Docs/G/YCombinator-SeriesAA/Form/BoardConsent_v01.md
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Authorization of Amended and Restated Certificate of Incorporation
WHEREAS, the Board deems it advisable, and in the best interests of the Company, to amend and restate the Certificate of Incorporation of the Company in its entirety in connection with a Series AA Preferred Stock financing.
  1. NOW, THEREFORE, BE IT RESOLVED: That the Company amend and restate its Certificate of Incorporation to:
    1. increase the authorized number of shares of Common Stock from {Cap.Common.Auth.#} shares to {Cap.Common.Auth.#} shares;
    2. create a new class of stock, designated Preferred Stock, consisting of {Cap.Pref.Auth.#} shares, which are all to be designated Series AA Preferred Stock;
    3. establish the rights, preferences, privileges and restrictions of the Common Stock and the Series AA Preferred Stock; and
    4. make certain other changes.
  2. RESOLVED FURTHER: That the Company's Amended and Restated Certificate of Incorporation, in the form attached hereto as Exhibit A (the "Restated Certificate"), is hereby approved, adopted and confirmed.
  3. RESOLVED FURTHER: That the proper officers of the Company are, and each hereby is, authorized and directed (i) to seek stockholder approval of the Restated Certificate, and once the requisite stockholder approval has been obtained, (ii) to execute, verify and file with the Delaware Secretary of State such Restated Certificate.
  4. RESOLVED FURTHER: That the proper officers of the Company are, and each hereby is, authorized and empowered to take such other actions and sign such other documents as may be necessary or advisable to carry out the purposes of the foregoing resolutions.