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Exhibit 3.1
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 10/31/2000
001550753 - 2210457
CERTIFICATE.OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
MATRIX SERVICE COMPANY
Matrix Service Company, a corporation duly organized and existing under the
General Corporation Law of the State of Delaware (the "Company"), does hereby
certify that:
I. At a meeting of the Board of Directors of the Company resolutions were
duly adopted setting forth a proposed amendment of the Restated Certificate of
Incorporation of the Company, declaring said amendment to be advisable and
directing that said amendment be considered at the next annual meeting of the
stockholders of the Company. The resolution setting forth the proposed amendment
is as follows:
RESOLVED, that the Restated Certificate of Incorporation of the Company be
amended by changing the first sentence of Article Fourth thereof to read in
its entirety as follows:
"The total number of shares of all classes of capital stock which the
Corporation shall have authority to issue is 35 million, consisting of 5
million shares of Preferred Stock, par value $.01 per share (hereinafter
called "Preferred Stock"), and 30 million shares of Common Stock, par value
of $.01 per share (hereinafter called "Common Stock")."
II. Thereafter, pursuant to a resolution of its Board of Directors, an
annual meeting of the stockholders of the Company was duly called and held, upon
notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware, at which meeting the necessary number of shares as required
by statute voted in favor of the amendment.
III. The amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Matrix Service Company has caused this Certificate to
be executed by Michael J. Hall, its authorized officer, on this 26th day of
October, 2000.
/s/ Michael J. Hall
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Title: Vice President
Michael J. Hall
