CERTIFICATE OF INCORPORATION
STANLEY FURNITURE COMPANY, INC.
(as amended as of May 26, 1998)
FIRST: The name of the Corporation is Stanley Furniture Company, Inc.
SECOND: The registered office of the corporation is located at 1013 Centre Road, in the City of Wilmington, in
the County of New Castle, in the State of Delaware.
THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of Delaware.
Without limiting in any manner the scope and generality of the foregoing, it is hereby provided that the corporation
shall have the power to do all and everything necessary, suitable and proper for the accomplishment of any of the
purposes or the attainment of any of the objects or the furtherance of any of the powers of which a corporation
may be organized under the General Corporation Law of the State of Delaware, either alone or in association
with other corporations, firms or individuals, and to do every other act or acts, thing or things incidental or
appurtenant to or growing out of or connected with the corporation's business or powers or any part or parts
thereof, provided the same be not inconsistent with said General Corporation Law; and it shall have the power to
conduct and carry on its business, or any part thereof, and to have one or more offices, and to exercise any or all
of its corporate powers and rights, in the State of Delaware, and in the various other states, territories, colonies
and dependencies of the United States, in the District of Columbia, and in all or any foreign countries.
FOURTH: The total number of shares of all classes of capital stock which this Corporation is authorized to issue
is 11,000,000 shares which are divided into two classes as follows:
Ten Million (10,000,000) shares of Common Stock, $.02 par value per share; and
One Million (1,000,000) shares of Blank Check Preferred Stock, $.01 par value per share.
The Board of Direct