<PAGE>
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
FOUNDRY NETWORKS, INC.
The undersigned, Bobby R. Johnson, Jr. and Joshua L. Green, hereby certify
that:
1. They are the duly elected and acting Chief Executive Officer and
Secretary, respectively, of said corporation, which was incorporated on May 22,
1996, under the name Perennium Networks, Inc., and changed its name to StarRidge
Networks, Inc., on June 5, 1996, and to Foundry Networks, Inc., on January 22,
1997.
2. The Certificate of Incorporation of this corporation was originally
filed with the Secretary of State of Delaware on May 22, 1996.
3. Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, this Certificate of Amendment of the Amended and Restated Certificate
of Incorporation amends Article IV(A) of this corporation's Certificate of
Incorporation to read in its entirety as follows:
"(A) Classes of Stock. The Corporation is authorized to issue two
----------------
classes of stock to be designated, respectively, "Common Stock" and
------------
"Preferred Stock." The total number of shares which the Corporation is
----------------
authorized to issue is Three Hundred Five Million (305,000,000) shares,
each with a par value of $0.0001 per share. Three Hundred Million
(300,000,000) shares shall be Common Stock and Five Million (5,000,000)
shares shall be Preferred Stock."
4. The foregoing Certificate of Amendment has been duly adopted by this
corporation's Board of Directors in accordance with the applicable provisions of
Section 242 of the General Corporation Law of the State of Delaware.
Executed at San Jose, California, on June 21, 2000.
/s/ Bobby R. Johnson, Jr.
-------------------------
Bobby R. Johnson, Jr., Chief Executive
Officer
/s/ Joshua L. Green
-------------------
Joshua L. Green, Secretary
