<PAGE>
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AXCESS INC.
AXCESS Inc. (the "Corporation"), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"DGCL"), does hereby certify:
FIRST: That the Board of Directors of the Corporation duly adopted
resolutions setting forth the following amendment to the Certificate of
Incorporation of the Corporation (the "Amendment"), declaring the Amendment to
be advisable and calling for the submission of the proposed Amendment to the
stockholders of the Corporation for consideration thereof. The resolution
setting forth the proposed Amendment is as follows:
RESOLVED, that Article FOURTH, paragraphs (a) and (c)(C)(4) of the
Certificate of Incorporation are hereby amended to read in their entirety as
follows:
"FOURTH: (a) The total number of shares of capital stock that
the Corporation shall have authority to issue is 59,250,000, consisting of
50,000,000 shares of Common Stock, par value $0.01 per share ("Common
Stock"), 2,250,000 shares of Non-Voting Common Stock, par value $0.01 per
share ("Non-Voting Common Stock" and together with the Common Stock,
"Common Shares") and 7,000,000 shares of preferred stock, par value $0.01
per share ("Preferred Stock").
(c)(C)(4) In addition to any affirmative vote required by law or by this
Certificate of Incorporation, the affirmative vote or written consent of
the holders of not less than a majority of the then outstanding shares of
both classes of Common Shares, voting together as a single class, shall be
required for any increase, reduction or other change in the authorized
number of shares of any class of Common Shares. The affirmative vote or
written consent specified in the preceding sentence shall be required
notwithstanding the fact that no vote may be required, or that a lesser
percentage vote may be specified, by law, by the Bylaws of the Corporation
or otherwise."
SECOND: That thereafter, pursuant to a resolution of the Board of
Directors, an annual meeting of the stockholders of the Corporation was duly
called and held, upon notice in accordance with Section 222 of the DGCL, at
which meeting the necessary number of shares as required by statute were voted
in favor of the Amendment.
THIRD: That the Amendment was duly adopted in accordance with the
provisions of Section 242 of the DGCL.
FOURTH: That the Amendment shall be effective on the date this
Certificate of Amendment is filed and accepted by the Secretary of State of the
State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Allan Griebenow, its President and Chief Executive Officer, and
attested by James R. Craig, its Secretary, this 6th day of June, 2000.
AXCESS INC.
By: /S/ ALLAN GRIEBENOW
------------------------------------------------------
Allan Griebenow, President and Chief Executive Officer
ATTEST:
/S/ JAMES R. CRAIG
---------------------------
James R. Craig, Secretary
