Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF
SERIES D
NONCUMULATIVE PERPETUAL PREFERRED STOCK
$0.01 PAR VALUE
OF
THE BANK OF NEW YORK
MELLON CORPORATION
THE BANK OF NEW YORK MELLON CORPORATION, a corporation organized and existing under the General Corporation Law of
the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) thereof, does hereby certify that the following resolutions included in the resolutions adopted by the Board of Directors of the
Corporation (the “Board”) on October 10, 2023, with respect to its Series D Noncumulative Perpetual Preferred Stock (the “Series D Preferred Stock”) and the Certificate of Designations
with respect to the Series D Preferred Stock as filed with the Secretary of State of the State of Delaware on May 16, 2013, were duly adopted upon the completion of the redemption of all outstanding shares of the Series D Preferred
Stock:
RESOLVED, that pursuant to Section 151 of the General Corporation Law of the State of Delaware and in accordance with
the resolutions of the Board, adopted at a meeting duly called and held on December 11, 2012, the provisions of the Restated Certificate of Incorporation and the Amended and Restated By-Laws of the
Corporation and applicable law, a Pricing Committee of the Board, by a written consent dated as of May 10, 2013, authorized the creation and issuance of 5,000 shares of Series D Noncumulative Perpetual Preferred Stock, par value $0.01 per
share (the “Series D Preferred Stock”), of the Corporation, and established the designation, voting rights, preferences, redemption rights, qualifications, privileges, limitations, restrictions and special or
relative rights thereof, and authorized the filing of the Certificate of Designations with respect to the Series D Preferred Stock (the “Series D Certificate of Designations”) with the Secretary of State of
the State of Delaware; and it is further
RESOLVED, as of the date hereof, no shares of the Series D Preferred Stock are
outstanding and no shares of the Series D Preferred Stock will be issued subject to the Series D Certificate of Designations; and it is further
RESOLVED, that when a certificate setting forth this resolution becomes effective, it shall have the effect of eliminating from the
Restated Certificate of Incorporation all matters set forth in the Series D Certificate of Designations with respect to the Series D Preferred Stock; and it is further
RESOLVED, that any officer of the Corporation with the title of Chief Executive Officer, Chief Financial Officer, Vice Chair, General
Counsel, Secretary, Controller, Treasurer or Assistant Secretary is hereby authorized, in the name and on behalf of the Corporation, to prepare, execute and file with the Secretary of State of the State of Delaware a Certificate of Elimination
relating to Series D Preferred Stock.
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