Exhibit 3.2
CERTIFICATE OF THE DESIGNATIONS, NUMBER
VOTING POWERS, PREFERENCES AND RIGHTS OF
SERIES A CONVERTIBLE PREFERRED STOCK
OF
MB SOFTWARE CORPORATION
Pursuant to Section 2.13 of the
Business Corporation Act of the State of Texas
MB Software Corporation, a corporation organized and existing under the Business Corporation Act of the State
of Texas (the "Corporation"),
DOES HEREBY CERTIFY:
That, pursuant to the authority expressly vested in the Board of Directors of the Corporation (the "Board of
Directors") by Article Four of the Articles of Incorporation of the Corporation, as amended (the "Articles of
Incorporation"), the Board of Directors duly adopted, by written consent dated as of October 31, 2007, a
resolution providing for the creation of a series of preferred stock, par value $10.00 per share (the "Preferred
Stock"), consisting of 51,000 shares of Series A Convertible Preened Stock, which resolution is as follows:
RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the
Corporation by the provisions of Article Four of the Restated Articles of Incorporation of the Corporation, the
Board of Directors hereby mates a series of preferred stock, par value $10.00 per share, of the Corporation,
and hereby fixes the designations, powers, preferences and relative participating, optional or other special rights,
and the qualifications, limitations or restrictions thereon, of the shares of such series, in addition to those set forth
in the Articles of Incorporation, as follows:
1. Designation and The shares of such series shall be designated "Series A Convertible Preferred Stock" (the
"Series A Stock") and the number of shares constituting such series shall be 51,000.Designation
A. Designation. Fifty One Thousand (51,000) shares of the authorized preferred stock, $10.00 par value per
share, are hereby designated as "Series A Convertible Preferred Stock' ("Series A Preferred"). The Series A
Stock shall have rights and prefere