EXHIBIT 3.1
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CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
CADIZ INC.
a Delaware Corporation
CADIZ INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That the Board of Directors of Cadiz Inc. adopted a
resolution setting forth a proposed amendment to the Certificate of
Incorporation of said corporation and declaring said amendment to be
advisable. The resolution setting forth the proposed amendment is
as follows:
RESOLVED, That the Certificate of Incorporation
of this corporation be amended by changing Subsection
A of the Fourth Article thereof so that, as amended
Subsection A of said Article shall be and read as
follows:
"Fourth:
A. The total number of shares of all classes of
stock which the Company shall have the authority
to issue is Seventy Million One Hundred Thousand
(70,100,000), consisting of:
(1) Seventy Million (70,000,000) shares of
Common Stock, par value one cent ($.01) per
share (the "Common Stock"); and
(2) One Hundred Thousand (100,000) shares of
Preferred Stock, par value one cent ($.01)
per share (the "Preferred Stock")."
SECOND: That said amendment was duly adopted by the Corporation's
Board of Directors and by each outstanding class of stockholders in
accordance with the provisions of Section 242 of the General Corporation
Law of the State of Delaware.
IN WITNESS WHEREOF, said Cadiz Inc. has caused this certificate to be
signed by Keith Brackpool, its Chief Executive Officer and Stanley E. Speer,
its Secretary, this 15th day of May, 2000.
By: /s/ Keith Brackpool
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Keith Brackpool
Chief Executive
Officer
ATTEST:
By: /s/ Stanley E. Speer
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Stanley E. Speer,
Secretary
