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                                                                     EXHIBIT 3.4

                    CERTIFICATE OF DESIGNATION, PREFERENCES,
                     AND RIGHTS OF SERIES C PREFERRED STOCK

                                       OF

                                  DIVINE, INC.

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

     The undersigned officers of divine, inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware, in
accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY:

     That pursuant to the authority conferred upon the Board of Directors by the
Third Amended and Restated Certificate of Incorporation of the said Corporation,
as further amended, the said Board of Directors on July 30, 2002, adopted the
following resolution creating a series of 1 (one) share of preferred stock
designated as Series C Preferred Stock:

     RESOLVED, that pursuant to the authority vested in the Board of Directors
of this Corporation in accordance with the provisions of its Third Amended and
Restated Certificate of Incorporation, as further amended, a series of Preferred
Stock of the Corporation be, and it hereby is, created, and that the designation
and amount thereof and the voting powers, preferences, and relative,
participating, optional, and other special rights of the shares of such series,
and the qualifications, limitations, or restrictions thereof are as follows:

     SECTION 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "SERIES C PREFERRED STOCK", par value $0.001 per share, and the
number of shares constituting such series shall be one (1).

     SECTION 2. DEFINITIONS. The following terms, when used herein, shall have
the meanings indicated, unless the context otherwise requires.

     "COMMON STOCK" means a share of Class A common stock of the Company and any
     other securities into which such share may be changed.

     "COMPANY" means divine, inc., a corporation existing under the laws of
     Delaware.

     "DELANO" means Delano Technology Corporation, a corporation existing under
     the laws of Ontario.

     "EXCHANGEABLE SHARES" means the non-voting exchangeable shares of Delano,
     having the rights, privileges, restrictions, and conditions set out in
     Appendix 1 to the Plan of Arrangement (as defined below).

     "PLAN OF ARRANGEMENT" means the plan of arrangement pursuant to the
     Combination Agreement, dated as of March 12, 2002 and amended as of May 30,
     2002, between the Company and Delano, relating to the arrangement of Delano
     under section 182 of the

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                                                                     EXHIBIT 3.4

     Ontario Business Corporation Act and any amendments or variations thereto
     made in accordance with the Plan of Arrangement or made at the direction of
     the ONTARIO SUPERIOR COURT OF JUSTICE.

     "TRUSTEE" means Computershare Trust Company of Canada, a trust company
     incorporated under the laws of Canada.

     "VOTING AND EXCHANGE TRUST AGREEMENT" means the agreement dated July 31,
     2002 by and among the Company, Delano, and the Trustee.

     SECTION 3. DIVIDENDS AND DISTRIBUTIONS. The holder of Series C Preferred
Stock shall not be entitled to receive any dividends declared and paid by the
Company.

     SECTION 4. VOTING RIGHTS. (A) Except as otherwise provided by applicable
law, the holder of record of the share of Series C Preferred Stock shall be
entitled to all of the voting rights attributable to a holder of Common Stock,
including the right to vote in person or by proxy, on any matters, questions,
proposals, or propositions whatsoever that may properly come before the holders
of Common Stock at a meeting of the Company's stockholders.

     (B) As contemplated by and in accordance with the Voting and Exchange Trust
Agreement, the holder of record of the share of Series C Preferred Stock shall
be entitled to a number of votes at meetings of holders of Common Stock of the
Company equal to the number of votes that the holders of Exchangeable Shares
outstanding from time to time (other than Exchangeable Shares held by the
Company or subsidiaries of the Company or held by persons directly or indirectly
controlled by or under common control with the Company) would be entitled to if
all such Exchangeable Shares were exchanged by the holders thereof for shares of
Common Stock of the Company pursuant to the terms of the Exchangeable Shares.

     (C) Except as otherwise provided herein or by law, the holder of the share
of Series C 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.

     SECTION 5. LIQUIDATION PREFERENCE. Upon any liquidation, dissolution, or
winding-up of the Company, whether voluntary or involuntary, and subject to any
prior rights of holders of shares of Preferred Stock ranking senior to the
Series C Preferred Stock, the holder of the share of Series C Preferred Stock
shall be entitled to receive out of the assets of the Company available for
distribution to stockholders an amount equal to $0.001, before any payment shall
be made to the holders of Common Stock or any other stock ranking junior to the
Series C Preferred Stock upon liquidation, dissolution or winding-up.

     SECTION 6. RANKING. The Series C Preferred Stock shall rank junior to all
other series of the Company's preferred stock, unless the terms of any such
series shall provide otherwise.

     SECTION 7. REDEMPTION. The share of Series C Preferred Stock shall not be
redeemable, except that at such time as no Exchangeable Shares (other than
Exchangeable Shares owned by the Company or subsidiaries of the Company or held
by persons directly or indirectly controlled by or under common control with the
Company) shall be outstanding, and no shares of stock, debt, options, or other
agreements which could give rise to the issuance of any Exchangeable

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                                                                     EXHIBIT 3.4

Shares to any person shall exist, the Series C Preferred Stock shall
automatically be redeemed, out of funds legally available therefor, for an
amount equal to $0.001 due and payable upon such redemption. Upon any such
redemption of the Series C Preferred Stock by the Company, the Series C
Preferred Stock shall be cancelled and retired.

                         * * * [Signatures follow] * * *

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                                                                     EXHIBIT 3.4

     IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do
affirm the foregoing as true under the penalties of perjury this 31st day of
July, 2002.

                                       divine, inc.


                                        /s/ ANDREW J. FILIPOWSKI
                                       ------------------------------------
                                       Name: Andrew J. Filipowski
                                       Title: Chief Executive Officer


Attest:


 /s/ JUDE M. SULLIVAN
-----------------------------------
Jude M. Sullivan, Secretary