<PAGE>

                                                                 Exhibit 3.1(ii)

                            SHILOH INDUSTRIES, INC.

                   CERTIFICATE OF DESIGNATION OF THE POWERS,
                   PREFERENCES AND RELATIVE, PARTICIPATING,
                 OPTIONAL AND OTHER SPECIAL RIGHTS OF SERIES A
                      PREFERRED STOCK AND QUALIFICATIONS,
                     LIMITATIONS AND RESTRICTIONS THEREOF


              --------------------------------------------------

                        Pursuant to Section 151 of the
               General Corporation Law of the State of Delaware

              --------------------------------------------------

     The undersigned officers of Shiloh Industries, Inc., a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the "Company"), do hereby certify:

     That, pursuant to authority conferred upon the board of directors of the
Company (the "Board of Directors") by the Company's Restated Certificate of
Incorporation (hereinafter referred to as the "Certificate of Incorporation"),
the Board of Directors hereby authorizes the issuance of 100,000 shares of the
Series A Preferred Stock, par value $.0l per share (the "Series A Preferred
Stock"), hereinafter provided for and establishes the voting power thereof and
further authorizes a committee of such Board of Directors consisting of the
disinterested members (the "Committee") to fix the designations and any
preferences or rights of such shares as provided pursuant to Section 151 of the
General Corporation Law of the State of Delaware.

     At a meeting, the Committee duly adopted the following resolution:

     RESOLVED, that, pursuant to the authority vested in the Board of Directors
in accordance with the Certificate of Incorporation, a new series of Preferred
Stock of the Company is hereby designated as the Series A Preferred Stock.

     The designations and amount and the voting power, preferences and relative,
participating, optional and other rights of the shares of Series A Preferred
Stock, and the qualifications, limitations or restrictions thereof, are as set
forth below:

     Designation and Amount.  The shares of such series of preferred stock shall
     ----------------------
be designated as "Series A Preferred Stock" and the number of shares
constituting such series shall be 100,000, which number may be, from time to
time, increased only with the approval of the holders of a majority of the
shares of the then outstanding Series A Preferred Stock or decreased, but not
below the number of shares of Series A Preferred Stock then outstanding, by the
Board of Directors.

     Rank.  The Series A Preferred Stock shall, with respect to dividend rights
     ----
and rights on liquidation, winding up and dissolution, rank senior to the
Company's common stock, par value $.01 per share ("Common Stock"), and to all
classes and series of capital stock of the Company now or hereafter authorized,
issued or outstanding that by their terms expressly provide that they are junior
to the Series A Preferred Stock with respect to dividend rights and rights on
liquidation, winding up and dissolution (collectively, the "Junior Securities").
All shares of Series A Preferred Stock shall be of equal rank with each other.

     Dividends.  The holders of record of shares of Series A Preferred Stock
     ---------
shall be entitled to receive cumulative dividends, at the rate of $5.75 per
share (5.75%) per annum (subject to adjustment for any stock
<PAGE>

dividends, combinations or splits with respect to such shares), if, when and as
declared by the Board of Directors out of the assets of the Company legally
available therefor.

     As long as any shares of Series A Preferred Stock remain outstanding, the
Company shall not declare or pay on or set apart for the Common Stock or any
Junior Securities any dividend or other distribution whatsoever, except for
dividends payable in shares of Common Stock with respect to shares of Common
Stock outstanding, unless all accrued dividends on the then outstanding shares
of Series A Preferred Stock shall have first been paid or shall have been
declared and set apart for payment to the holders of the Series A Preferred
Stock.

     Liquidation, Dissolution or Winding Up.  In the event of any liquidation,
     --------------------------------------
dissolution or winding up of the Company, whether voluntary or involuntary (a
"Liquidation"), each holder of Series A Preferred Stock shall be entitled to be
paid out of the assets that may be legally distributed to the Company's
stockholders, prior and in preference to any payment or distribution (or any
setting apart of any payment or distribution) of any assets on any shares of
Common Stock or Junior Securities, an amount per share equal to $100.00 per
share of the Series A Preferred Stock, subject to adjustment for any stock
dividends, combinations or splits with respect to such shares, plus all accrued
but unpaid dividends thereon (the "Liquidation Preference").  After the payment
of the Liquidation Preference, the remaining assets of the Company shall be
distributed to the holders of shares of Common Stock and Junior Securities.  If
upon Liquidation the assets legally available for distribution to the holders of
the Series A Preferred Stock are insufficient to permit the payment to such
holders of the full amounts specified in this paragraph (d), then the entire
assets of the Company legally available for distribution will be distributed
among the holders of the Series A Preferred Stock with equal priority and pro
rata in proportion to the amounts they would otherwise be entitled to receive
pursuant to this paragraph (d).  Whenever the distribution provided for in this
paragraph (d) shall be payable in property other than cash, the value of such
distribution shall be the fair market value of such property as determined in
good faith by the Board of Directors.

     Voting.  Except as otherwise required under the General Corporation Law of
     ------
the State of Delaware and other applicable law, the holders of the Series A
Preferred Stock shall not be entitled or permitted to vote on any matter
required or permitted to be voted upon by the stockholders of the Company.

     Conversion.  The Series A Preferred Stock shall not be convertible into, or
     ----------
exchangeable for, any other shares of the Company's capital stock.

     Redemption.
     ----------

On or prior to December 15 of any year that any shares of Series A Preferred
Stock remain outstanding (each such date, a "Redemption Date"), the Company may
elect, at its sole option, to redeem any or all of the shares of Series A
Preferred Stock then outstanding, in cash out of funds legally available
therefor, at a price of $100.00 per share, subject to adjustment for any stock
dividends, combinations or splits with respect to such shares, plus all accrued
but unpaid dividends thereon (the "Redemption Price").

The Company shall provide each holder of Series A Preferred Stock with a written
notice of redemption (addressed to the holder at its address as it appears on
the stock transfer books of the Company), not earlier than sixty (60) nor later
than twenty (20) days before the applicable Redemption Date.  The notice of
redemption shall specify (A) the Redemption Date; (B) the number of shared to be
redeemed; (C) the amount of the Redemption Price; and (D) the place of the
holders of Series A Preferred Stock may obtain payment of the Redemption Price
upon surrender of their certificates.  On or before the applicable Redemption
Date, each holder of shares of Series A Preferred Stock to be redeemed on such
Redemption Date shall surrender the certificate or certificates representing
such shares to the Company, in the manner and at the place designated in the
Redemption Notice, and thereupon the Redemption Price for such share will be
payable to the order of the person whose name appears on such certificate or
certificates as the owner thereof.  In the event less than all of the shares of
Series A Preferred Stock represented by a certificate are redeemed, a new
certificate representing the unredeemed shares of Series A Preferred Stock shall
be issued forthwith.

     Series Protective Provisions.  So long as shares of Series A Preferred
     ----------------------------
Stock remain outstanding, the Company shall not, without the approval, by vote
or written consent, of the holders of a majority of the shares of Series A
Preferred Stock then outstanding, voting as a separate class, amend the
Certificate of Incorporation or By-

                                       2
<PAGE>

laws in any manner that would alter or change the rights, preferences,
privileges or restrictions of the Series A Preferred Stock so as to adversely
affect such Series A Preferred Stock.

     No Reissuance of Preferred Stock.  No share or shares of Series A Preferred
     --------------------------------
Stock acquired by the Company by reason of redemption, purchase or otherwise
will be reissued, and all such shares will be cancelled and retired.

     Preemptive Rights.  Except as set forth herein, the shares of Series A
     -----------------
Preferred Stock shall not entitle any holder to acquire, or have any rights,
preemptive or otherwise, with respect to any issuance, sale, transfer,
disposition or acquisition of any securities of the Company, or any warrants,
rights or options issued or granted with respect thereto, regardless of how such
securities or such warrants, rights or options may be designated, issued or
granted.

     Transfer Restrictions.
     ---------------------

Prior to any proposed transfer of any shares of the Series A Preferred Stock,
the holder thereof shall give written notice to the Company of his intention to
effect such transfer.  Each such notice shall describe the manner of the
proposed transfer and, if requested by the Company, shall be accompanied by an
opinion of counsel reasonably satisfactory to the Company to the effect that the
proposed transfer may be effected without registration under the Securities Act
of 1933 (the "Securities Act"), whereupon such holder shall be entitled to
transfer the shares of the Series A Preferred Stock in accordance with the terms
of the notice.  No transfer shall be effective until such transfer is reflected
on the register for the Series A Preferred Stock maintained by the Company's
transfer agent.  Each certificate transferred as above provided shall bear the
legend set forth in paragraph (k)(ii) below, except that such certificate or
instrument shall not bear such legend if (A) there is then in effect a
registration statement under the Securities Act covering such proposed
disposition and such disposition is made in accordance with such registration
statement, (B) such transfer is in accordance with the provisions of Rule 144
(or any other rule permitting public sale without registration under the
Securities Act) or (C) the opinion of counsel referred to above is to the
further effect that the transferee and any subsequent transferee would be
entitled to transfer such shares of Series A Preferred Stock in a public sale
without registration under the Securities Act.

Each certificate representing shares of the Series A Preferred Stock shall be
stamped or otherwise imprinted with a legend substantially similar to the
following (in addition to any legend required under applicable laws):

          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), OR
          QUALIFIED UNDER ANY SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD,
          ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF UNLESS
          REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE
          STATE SECURITIES LAWS OR UNLESS AN APPLICABLE EXEMPTION FROM THE
          REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND LAWS IS AVAILABLE
          AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL, SATISFACTORY
          TO THE COMPANY AND ITS COUNSEL, IS DELIVERED TO THE COMPANY PROVIDING
          THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED."


The Company's transfer agent shall refuse to register any attempted transfer of
shares of the Series A Preferred Stock not in compliance with this paragraph
(k).

                                       3
<PAGE>

     IN WITNESS WHEREOF, Shiloh Industries, Inc. has caused this Certificate of
Designation to be executed in its corporate name by John F. Falcon, its
President and Chief Executive Officer, and attested by David J. Hessler, its
Secretary, this 31/st/ day of December, 2001.

                                      SHILOH INDUSTRIES, INC.


                                      By:  /s/ John F. Falcon
                                         --------------------
                                           John F. Falcon
                                           President and Chief Executive Officer

Attest:


By:  /s/ David J. Hessler
   ----------------------
     David J. Hessler
     Secretary

                                       4