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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF THE RESTATED ARTICLES OF INCORPORATION OF
CISCO SYSTEMS, INC.
A CALIFORNIA CORPORATION
The undersigned, John T. Chambers and David A. Rogan, hereby certify
that:
ONE: They are the duly elected and acting President and Assistant
Secretary, respectively, of said corporation.
TWO: The Restated Articles of Incorporation of said corporation, filed
on January 7, 1998, shall be amended as set forth in this Certificate of
Amendment.
THREE: Section A of ARTICLE IV of the Restated Articles of Incorporation
is amended to read in its entirety as follows:
"(A) Classes of Stock. This corporation is authorized to issue two
classes of stock to be designated, respectively, "Common Stock" and "Preferred
Stock." The total number of shares that the corporation is authorized to issue
is Twenty Billion Five Million (20,005,000,000) shares. Twenty Billion
(20,000,000,000) shares shall be Common Stock, par value of $0.001, and Five
Million (5,000,000) shares shall be Preferred Stock.
As of March 22, 2000, every one (1) share of Common Stock outstanding is
split into two (2) shares of Common Stock."
* * *
FOUR: The foregoing Certificate of Amendment has been duly approved by
the Board of Directors of the Corporation.
FIVE: The foregoing Certificate of Amendment of the Restated Articles of
Incorporation does not require shareholder approval pursuant to Section 902(c)
of the General Corporation Law of the State of California. No shares of
Preferred Stock are outstanding.
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IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Amendment on March 20, 2000.
/s/ John T. Chambers
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John T. Chambers
President
/s/ David A. Rogan
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David A. Rogan
Assistant Secretary
The undersigned certify under penalty of perjury that they have read the
foregoing Certificate of Amendment and know the contents thereof, and that the
statements therein are true.
Executed at San Jose, California, on March 20, 2000.
/s/ John T. Chambers
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John T. Chambers
/s/ David R. Rogan
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David A. Rogan
