<PAGE>   1
                                                                  Exhibit (3)(i)


               
                                                          FEDERAL IDENTIFICATION
                                                          NO. 04-1456030
                                                          ----------------------
--------
Examiner


                        THE COMMONWEALTH OF MASSACHUSETTS

                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
             One Ashburton Place, Boston, Massachusetts 02108-1512


                        CERTIFICATE OF VOTE OF DIRECTORS
                    ESTABLISHING A CLASS OF A SERIES OF STOCK
                    (GENERAL LAWS, CHAPTER 156B, SECTION 26)

         

         We,                  Nader F. Darehshori            , *President/XXXXXX
             ------------------------------------------------
                                                                                
         and                  Paul D. Weaver                     , *Clerk/XXXXXX
             ----------------------------------------------------
                                                                                
         of                   Houghton Mifflin Company                         ,
             ------------------------------------------------------------------ 
                              (Exact name of corporation)                       
                                                                                
         located at:    222 Berkeley Street, Boston, Massachusetts 02116       ,
                    ----------------------------------------------------------- 
                         (Street Address of corporation in Massachusetts)       
         

         do hereby certify that at a meeting of the directors of the corporation
         held on July 30, 1997, the following vote establishing and designating
         a class or series of stock and determining the relative rights and
         preferences thereof was duly adopted:


                           See Continuation Sheets 2A through 2L.

                           -        This Certificate of Vote of Directors
                                    Establishing a Class or Series of Stock
                                    replaces in its entirety the Certificate of
                                    Vote of Directors Establishing a Series of a
                                    Class of Stock filed by Houghton Mifflin
                                    Company (the "Corporation") with the
                                    Secretary of State of the Commonwealth of
                                    Massachusetts on December 9, 1988. As of the
                                    current date, no shares of Series A Junior
                                    Participating Preferred Stock of the
                                    Corporation have been issued.


         * Delete the inapplicable words.
-------- NOTE: VOTES FOR WHICH THE SPACE PROVIDED ABOVE IS NOT SUFFICIENT SHOULD
P.C.     BE PROVIDED ON ONE SIDE OF SEPARATE 8 1/2 X 11 SHEETS OF WHITE PAPER,
         NUMBERED 2A, 2B, ETC, WITH A LEFT MARGIN OF AT LEAST 1 INCH.



<PAGE>   2

         VOTED, that a new series of preferred stock of the Corporation is
hereby created, pursuant to the authority vested in the Board of Directors of
this Corporation in accordance with the provisions of its Restated Articles of
Organization, as amended, and that the designation and amount of the series of
preferred stock and the preferences, voting powers, qualifications and special
or relative rights or privileges of the shares of such series are as follows:

         1.       DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" and the number of
shares constituting such series shall be 5,000.

         2.       DIVIDENDS AND DISTRIBUTIONS.

                  (A)      Subject to the prior and superior rights of the
holders of any shares of any series of preferred stock of the Corporation
("Preferred Stock") ranking prior and superior to the shares of Series A Junior
Participating Preferred Stock with respect to dividends, the holders of shares
of Series A Junior Participating Preferred Stock shall be entitled to receive,
when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the 15th day
of March, June, September and December in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Junior Participating Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a)
$75.00 or (b) subject to the provision for adjustment hereinafter set forth,
10,000 times the aggregate per share amount of all cash dividends, and 10,000
times the aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions other than a dividend payable in shares of common stock,
par value $1.00 per share, of the Corporation (the "Common Stock") or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock, since the immediately
preceding Quarterly Dividend Payment Date, or, with respect to the first
Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Junior Participating Preferred




                                       2A



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Stock. In the event the Corporation shall at any time after July 30, 1997 (the
"Rights Dividend Declaration Date") (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide or split the outstanding
Common Stock, or (iii) combine or consolidate the outstanding Common Stock into
a smaller number of shares, then in each such case the amount of which holders
of shares of Series A Junior Participating Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  (B)      The Corporation shall declare a dividend or
distribution on the Series A Junior Participating Preferred Stock as provided in
paragraph (A) above immediately after it declares a dividend or distribution on
the Common Stock (other than a dividend payable in shares of Common Stock);
provided that, in the event no dividend or distribution shall have been declared
on the Common Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date, a dividend of
$75.00 per share on the Series A Junior Participating Preferred Stock shall
nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

                  (C)      Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Junior Participating Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue of such shares
of Series A Junior Participating Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Junior Participating Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either of
which events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends




                                       2B



<PAGE>   4

shall not bear interest. Dividends paid on the shares of Series A Junior
Participating Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of holders of
shares of Series A Junior Participating Preferred Stock entitled to receive
payment of a dividend or distribution declared thereon, which record date shall
be no more than 30 days prior to the date fixed for the payment thereof.

         3.       VOTING RIGHTS. The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting rights:

                  (A)      Subject to the provision for adjustment hereinafter
set forth, each share of Series A Junior Participating Preferred Stock shall
entitle the holder thereof to 10,000 votes on all matters submitted to a vote of
the stockholders of the Corporation. In the event the Corporation shall at any
time after the Rights Dividend Declaration Date (i) declare any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide or split the
outstanding Common Stock, or (iii) combine or consolidate the outstanding Common
Stock into a smaller number of shares, then in each such case the number of
votes per share to which holders of shares of Series A Junior Participating
Preferred Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  (B)      Except as otherwise provided herein or as required by
law, the holders of shares of Series A Junior Participating Preferred Stock and
the holders of shares of Common Stock shall vote together as one class on all
matters submitted to a vote of stockholders of the Corporation.

                  (C)      (i) If at any time dividends on any Series A Junior
         Participating Preferred Stock shall be in arrears in an amount equal to
         six quarterly




                                       2C



<PAGE>   5

         dividends thereon, the occurrence of such contingency shall mark the
         beginning of a period (herein called a "default period") which shall
         extend until such time when all accrued and unpaid dividends for all
         previous quarterly dividend periods and for the current quarterly
         dividend period on all shares of Series A Junior Participating
         Preferred Stock then outstanding shall have been declared and paid or
         set apart for payment. During each default period, all holders of
         preferred stock (including holders of the Series A Junior Participating
         Preferred Stock) with dividends in arrears in an amount equal to six
         quarterly dividends thereon, voting as a class, irrespective of series,
         shall have the right to elect two Directors.

                  (ii)     During any default period, such voting right of the
         holders of Series A Junior Participating Preferred Stock may be
         exercised initially at a special meeting called pursuant to
         subparagraph (iii) of this Section 3(C) or at any annual meeting of
         stockholders or special meeting in lieu of an annual meeting, and
         thereafter at annual meetings of stockholders or special meetings in
         lieu of an annual meeting, provided that neither such voting right nor
         the right of the holders of any other series of Preferred Stock, if
         any, to increase, in certain cases, the authorized number of Directors
         shall be exercised unless the holders of a majority in number of shares
         of Preferred Stock outstanding shall be present in person or by proxy.
         The absence of a quorum of the holders of Common Stock shall not affect
         the exercise by the holders of Preferred Stock of such voting right. At
         any meeting at which the holders of Preferred Stock shall exercise such
         voting right initially during an existing default period, they shall
         have the right, voting as a class, to elect Directors to fill such
         vacancies, if any, in the Board of Directors as may then exist up to
         two Directors or, if such right is exercised at an annual meeting or
         special meeting in lieu of an annual meeting, to elect two Directors.
         If the number which may be so elected at any special meeting (other
         than a special meeting in lieu of an



                                       2D



<PAGE>   6

         annual meeting) does not amount to the required number, the holders of
         the Preferred Stock shall have the right to make such increase in the
         number of Directors as shall be necessary to permit the election by
         them of the required number. After the holders of the Preferred Stock
         shall have exercised their right to elect Directors in any default
         period and during the continuance of such period, the number of
         Directors shall not be increased or decreased except by vote of the
         holders of Preferred Stock as herein provided or pursuant to the rights
         of any equity securities ranking senior to or PARI PASSU with the
         Series A Junior Participating Preferred Stock.

                  (iii)    Unless the holders of Preferred Stock shall, during
         an existing default period, have previously exercised their right to
         elect Directors, the Board of Directors may order, or any stockholder
         or stockholders owning in the aggregate not less than ten percent of
         the total number of shares of Preferred Stock outstanding, irrespective
         of series, may request, the calling of a special meeting of the holders
         of Preferred Stock, which meeting shall thereupon be called by the
         President of the Corporation or the Board of Directors. Notice of such
         meeting and of any annual meeting or special meeting in lieu of an
         annual meeting at which holders of Preferred Stock are entitled to vote
         pursuant to this paragraph (C) (iii) shall be given to each holder of
         record of Preferred Stock by mailing a copy of such notice to him at
         his last address as the same appears on the books of the Corporation.
         Such meeting shall be called for a time not earlier than 20 days and
         not later than 60 days after such order or request or in default of the
         calling of such meeting within 60 days after such order or request,
         such meeting may be called on similar notice by any stockholder or
         stockholders owning in the aggregate not less than ten percent of the
         total number of shares of Preferred Stock outstanding. Notwithstanding
         the provisions of this paragraph (C) (iii), such holders of the
         Pre-


                                       2E



<PAGE>   7

         ferred Stock shall not have the right to call such a special meeting
         during the period within 60 days immediately preceding the date fixed
         for the next annual meeting of the stockholders.

                  (iv)     In any default period, the holders of Common Stock,
         and other classes of stock of the Corporation if applicable, shall
         continue to be entitled to elect the whole number of Directors until
         the holders of Preferred Stock shall have exercised their right to
         elect two Directors voting as a class, after the exercise of which
         right (x) the Directors so elected by the holders of Preferred Stock
         shall continue in office until their successors shall have been elected
         by such holders or until the expiration of the default period, and (y)
         any vacancy in the Board of Directors may (except as provided in
         paragraph (C) (ii) of this Section 3) be filled by vote of a majority
         of the remaining Directors theretofore elected by the holders of the
         class of stock which elected the Director whose office shall have
         become vacant. References in this paragraph (C) to Directors elected by
         the holders of a particular class of stock shall include Directors
         elected by such Directors to fill vacancies as provided in clause (y)
         of the foregoing sentence.

                  (v)      Immediately upon the expiration of a default period,
         (x) the right of the holders of Preferred Stock as a class to elect
         Directors shall cease, (y) the term of any Directors elected by the
         holders of Preferred Stock as a class shall terminate, and (z) the
         number of Directors shall be such number as may be provided for in the
         articles of organization or by-laws as then in effect irrespective of
         any increase made pursuant to the provisions of paragraph (C) (ii) of
         this Section 3 (such number being subject, however, to change
         thereafter in any manner provided by law or in the articles of
         organization or by-laws as then in effect). Any vacancies in the Board
         of Directors effected by the provisions of




                                       2F



<PAGE>   8

         clauses (y) and (z) in the preceding sentence may be filled by a
         majority of the remaining Directors.

                  (D)      Except as set forth herein, holders of Series A
Junior Participating Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for taking any corporate
action.

         4.       CERTAIN RESTRICTIONS.

                  (A)      Whenever quarterly dividends or other dividends or
distributions payable on the Series A Junior Participating Preferred Stock as
provided in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on shares of Series
A Junior Participating Preferred Stock outstanding shall have been paid in full,
the Corporation shall not

                           (i)      declare or pay dividends on, make any other
         distributions on, or redeem or purchase or otherwise acquire for
         consideration any shares of stock ranking junior (either as to
         dividends or upon liquidation, dissolution or winding up) to the Series
         A Junior Participating Preferred Stock; or

                           (ii)     declare or pay dividends on or make any
         other distributions on any shares of stock ranking on a parity (either
         as to dividends or upon liquidation, dissolution or winding up) with
         the Series A Junior Participating Preferred Stock, except dividends
         paid ratably on the Series A Junior Participating Preferred Stock and
         all such parity stock on which dividends are payable or in arrears in
         proportion to the total amounts to which the holders of all such shares
         are then entitled; or

                           (iii)    redeem or purchase or otherwise acquire for
         consideration shares of any stock ranking on a parity (either as to
         dividends or upon liquidation, dissolution or





                                       2G



<PAGE>   9

         winding up) with the Series A Junior Participating Preferred Stock,
         provided that the Corporation may at any time redeem, purchase or
         otherwise acquire shares of any such parity stock in exchange for
         shares of any stock of the Corporation ranking junior (either as to
         dividends or upon dissolution, liquidation or winding up) to the Series
         A Junior Participating Preferred Stock; or

                           (iv)     purchase or otherwise acquire for
         consideration any shares of Series A Junior Participating Preferred
         Stock, or any shares of stock ranking on a parity with the Series A
         Junior Participating Preferred Stock, except pursuant to Section 8 or
         in accordance with a purchase offer made in writing or by publication
         (as determined by the Board of Directors) to all holders of such shares
         upon such terms as the Board of Directors, after consideration of the
         respective annual dividend rates and other relative rights and
         preferences of the respective series and classes, shall determine in
         good faith will result in fair and equitable treatment among the
         respective series or classes.

                  (B)      The Corporation shall not permit any subsidiary of
the Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

         5.       REACQUIRED SHARES. Any shares of Series A Junior Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.




                                       2H



<PAGE>   10

         6.       LIQUIDATION, DISSOLUTION OR WINDING UP.

                  (A)      Upon any liquidation (voluntary or otherwise),
dissolution or winding up of the Corporation, no distribution shall be made to
the holders of shares of stock ranking junior (either as to dividends or upon
liquidations, dissolution or winding up) to the Series A Junior Participating
Preferred Stock unless, prior thereto, the holders of shares of Series A Junior
Participating Preferred Stock shall have received $1,200.00 per share, plus an
amount equal to accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment (the "Series A Liquidation
Preference"). Following the payment of the full amount of the Series A
Liquidation Preference, no additional distributions shall be made to the holders
of shares of Series A Junior Participating Preferred Stock unless, prior
thereto, the holders of shares of Common Stock shall have received an amount per
share (the "Common Adjustment") equal to the quotient obtained by dividing 
(i) the Series A Liquidation Preference by (ii) 10,000 (as appropriately
adjusted as set forth in subparagraph C below to reflect such events as stock
splits, stock dividends and recapitalizations with respect to the Common Stock)
(such number in clause (ii) immediately above being referred to as the
"Adjustment Number"). Following the payment of the full amount of the Series A
Liquidation Preference and the Common Adjustment in respect of all outstanding
shares of Series A Junior Participating Preferred Stock and Common Stock,
respectively, holders of Series A Junior Participating Preferred Stock and
holders of shares of Common Stock shall receive their ratable and proportionate
share of the remaining assets to be distributed in the ratio of the Adjustment
Number to one with respect to such Preferred Stock and Common Stock, on a per
share basis, respectively.

                  (B)      In the event, however, that there are not sufficient
assets available to permit payment in full of the Series A Liquidation
Preference and the liquidation preferences of all other series of preferred
stock, if any, which rank on a parity with the Series A Junior Participating
Preferred Stock, then such remaining assets shall be distributed ratably to the
holders of such parity shares in proportion to their respective liquidation
preferences. In the event, however, that there are not sufficient assets
available to permit payment in full



                                       2I



<PAGE>   11

of the Common Adjustment, then such remaining assets shall be distributed
ratably to the holders of Common Stock.

                  (C)      In the event the Corporation shall at any time after
the Rights Dividend Declaration Date (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide or split the outstanding
Common Stock or (iii) combine or consolidate the outstanding Common Stock into a
smaller number of shares, then in each such case the Adjustment Number in effect
immediately prior to such event shall be adjusted by multiplying such Adjustment
Number by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

         7.       CONSOLIDATION, MERGER, ETC. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series A Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 10,000 times the aggregate amount
of stock, securities, cash or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after the Rights
Dividend Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide or split the outstanding Common Stock or
(iii) combine or consolidate the outstanding Common Stock into a smaller number
of shares, then in each such case the amount set forth in the preceding sentence
with respect to the exchange or change of shares of Series A Junior
Participating Preferred Stock shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.



                                       2J

<PAGE>   12

         8.       REDEMPTION. The outstanding shares of Series A Junior
Participating Preferred Stock may be redeemed at the option of the Board of
Directors as a whole, but not in part, at any time, or from time to time, at a
cash price per share equal to 105 percent of (i) the product of the Adjustment
Number times the Average Market Value (as such term is hereinafter defined) of
the Common Stock, plus (ii) all dividends which on the redemption date have
accrued on the shares to be redeemed and have not been paid, or declared and a
sum sufficient for the payment thereof set apart, without interest. The "Average
Market Value" is the average of the closing sale prices of the Common Stock
during the 30-day period immediately preceding the date before the redemption
date on the Composite Tape for New York Stock Exchange Listed Stocks, or, if
such stock is not quoted on the Composite Tape, on the New York Stock Exchange,
or, if such stock is not listed on such Exchange, on the principal United States
securities exchange registered under the Securities Exchange Act of 1934, as
amended, on which such stock is listed, or, if such stock is not listed on any
such exchange, the average of the closing sale prices with respect to a share of
Common Stock during such 30-day period, as quoted on the National Association
of Securities Dealers, Inc. Automated Quotations System or any system then in
use, or if no such quotations are available, the fair market value of the Common
Stock as determined by the Board of Directors in good faith.

         9.       RANKING. The Series A Junior Participating Preferred Stock
shall rank junior to all other series of the Corporation's Preferred Stock as to
the payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.

         10.      AMENDMENT. The articles of organization of the Corporation
shall not be further amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Junior
Participating Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of a majority or more of the outstanding shares
of Series A Junior Participating Preferred Stock, voting separately as a class.

         11.      FRACTIONAL SHARES. Series A Junior Participating Preferred
Stock may be issued in fractions of




                                       2K



<PAGE>   13

a share which shall entitle the holder, in proportion to such holder's
fractional shares, to exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of holders of Series A
Junior Participating Preferred Stock.




                                       2L



<PAGE>   14










SIGNED UNDER THE PENALTIES OF PERJURY, this 18th day of December, 1998.



/s/       Nader F. Darehshori                                , *President/XXXXXX
------------------------------------------------------------

/s/       Paul D. Weaver                                        , *Clerk/XXXXXXX
---------------------------------------------------------------


*Delete the inapplicable words.




<PAGE>   15



                        THE COMMONWEALTH OF MASSACHUSETTS





                        CERTIFICATE OF VOTE OF DIRECTORS
                    ESTABLISHING A SERIES OF A CLASS OF STOCK
                    (GENERAL LAWS, CHAPTER 156B, SECTION 26)



                    =================================================
         


                    I hereby approve the within Certificate of Vote of
                    Directors and, the filing fee in the amount of
                    $__________________________ having been paid, said
                    certificate is deemed to have been filed with me 
                    this ______________ day of ___, 19____.


                    Effective date:__________________________________






                             WILLIAM FRANCIS GALVIN

                          Secretary of the Commonwealth







                         TO BE FILLED IN BY CORPORATION

                      PHOTOCOPY OF DOCUMENT TO BE SENT TO:



                    LOUIS A. GOODMAN, ESQ.

                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

                    ONE BEACON STREET, BOSTON, MASSACHUSETTS 02108

                    Telephone: (617) 573-4800