EXHIBIT 3.5
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
COMPUTER SCIENCES CORPORATION
We, the undersigned, Hayward D. Fisk, Vice President, and Stephen E. Johnson,
Assistant Secretary, of Computer Sciences Corporation, do hereby certify:
That the Board of Directors of said corporation at a meeting duly
convened and held on the 12th day of June, 2000, adopted a resolution to
amend the Restated Articles of Incorporation as follows:
"NOW, THEREFORE, BE IT RESOLVED, that the following resolution (the
"Resolution") be, and it hereby is, adopted and declared advisable:
'RESOLVED, that, the first paragraph of Article FOURTH of the
Corporation's Restated Articles of Incorporation be, and it
hereby is, amended to read in its entirety as follows:
'FOURTH. The total number of shares of capital stock
which may be issued by the corporation is seven hundred
fifty-one million (751,000,000) shares, of which seven
hundred fifty million (750,000,000) shares shall be
Common Stock of the par value of one dollar ($1.00) per
share (hereinafter referred to as the "Common Stock"),
and one million (1,000,000) shares shall be Preferred
Stock of the par value of one dollar ($1.00) per share
(hereinafter referred to as the "Preferred Stock").'
RESOLVED FURTHER, that the Resolution be presented to the
stockholders of the Corporation for their approval at the 2000
Annual Meeting of Stockholders to be held on August 14, 2000."
The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Restated Articles of Incorporation is 168,021,451; that
the said change(s) and amendment has been consented to and approved by a
majority vote of the stockholders holding at least a majority of each class
of stock outstanding and entitled to vote thereon.
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Dated: August 15, 2000 /s/ Hayward D. Fisk
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Hayward D. Fisk
Vice President
/s/ Stephen E. Johnson
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Stephen E. Johnson
Assistant Secretary
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On August 15, 2000, before me, Kismet Woodring, Notary Public, personally
appeared Hayward D. Fisk and Stephen E. Johnson, personally known to me to be
the persons whose names are subscribed to the within instrument and
acknowledged to me that they executed the same in their authorized
capacities, and that by their signatures on the instrument the person or the
entity upon behalf of which the persons acted, executed the instrument.
WITNESS my hand and official seal
/s/ Kismet Woodring
--------------------------------
Kismet Woodring,
Notary Public
2
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