VERSO TECHNOLOGIES INC
8-K, EX-3.1, 2000-10-02
COMPUTER INTEGRATED SYSTEMS DESIGN
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<PAGE>   1
                                                                     EXHIBIT 3.1


[SEAL OF THE STATE
OF MINNESOTA]

                          MINNESOTA SECRETARY OF STATE

                     AMENDMENT OF ARTICLES OF INCORPORATION

READ INSTRUCTIONS LISTED BELOW, BEFORE COMPLETING THIS FORM.

1. TYPE OR PRINT IN BLACK INK.
2. THERE IS A $35.00 FEE payable to the Secretary of State for filing this
   "Amendment of Articles of incorporation".
3. Return Completed Amendment Form and Fee to the address listed on the bottom
   of the form.

--------------------------------------------------------------------------------

CORPORATE NAME: (List the name of the company prior to any desired name change)

Eltrax Systems, Inc.
--------------------------------------------------------------------------------

This amendment is effective on the day it is filed with the Secretary of State,
unless you indicate another date, no later than 30 days after filling with the
Secretary of State.


The following amendment(s) to articles regulating the above corporation were
adopted: (Insert full text of newly amended Article(s) indicating which
article(s) is (are) being amended or added.) If the full text of the amendment
will not fit in the space provided, attach additional numbered pages. (Total
number of pages including this form ____.)

                                    ARTICLE 1


The name of the Corporation shall be Verso Technologies, Inc.


                                   Article III

Section 3.1

This Corporation shall have the authority to issue an aggregate of one hundred
million (100,000,000) shares of Common Stock, each with $.01 par value per
share. Such shares shall be designated as this Corporation's "Common Stock"



This amendment has been approved pursuant to Minnesota Statutes chapter 302A or
317A. I certify that I am authorized to execute this amendment and I further
certify that I understand that by signing this amendment, I am subject to the
penalties of perjury as set forth in section 609.48 as if I had signed this
amendment under oath.


                                                /s/ Juliet M. Reising
                                            (Signature of Authorized Person)
                                      ------------------------------------------
                                      Juliet M. Reising, Chief Financial Officer
                                       and Secretary

Name and telephone number of contact person:   Karen S. Malnar    (313) 961-8380
                                            ----------------------
                                            Please print legibly

All of the information on this form is public and required in order to process
this filing. Failure to provide the requested information will prevent the
Office from approving or further processing this filing.

If you have any questions please contact the Secretary of State's office at
(651)296-2803.

RETURN TO:              Secretary of State
                        180 State Office Bldg., 100 Constitution Ave.
                        St. Paul, MN 55155-1299, (651)296-2803




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