<PAGE>
RESTATED
ARTICLES OF INCORPORATION
OF
SBS TECHNOLOGIES, INC.
The Board of Directors of SBS Technologies, Inc., on November 9, 2000,
adopted the following Restated Articles of Incorporation pursuant to the New
Mexico Business Corporation Act:
ARTICLE I
The name of the Corporation is SBS Technologies, Inc.
ARTICLE II
It is organized to provide engineering and related services and for every
other purpose permitted by the New Mexico Business Corporation Act.
ARTICLE III
The aggregate number of shares of common stock which the corporation will
have authority to issue is 200,000,000.
ARTICLE IV
Its registered office address is 4300 San Mateo Blvd. NE, Suite B-380,
Albuquerque, New Mexico 87110, and its registered agent at that address is
Alison K. Schuler.
ARTICLE V
The names and addresses of the seven persons who constitute the
Corporation's Board of Directors are:
Christopher J. Amenson Scott A. Alexander Warren A. Andrews
2400 Louisiana NE 2400 Louisiana NE 2400 Louisiana NE
AFC Bldg. 5-600 AFC Bldg. 5-600 AFC Bldg. 5-600
Albuquerque, NM 87110 Albuquerque, NM 87110 Albuquerque, NM 87110
Lawrence A. Bennigson Peter D. Fenner Louis C. Golm
2400 Louisiana NE 2400 Louisiana NE 2400 Louisiana NE
AFC Bldg. 5-600 AFC Bldg. 5-600 AFC Bldg. 5-600
Albuquerque, NM 87110 Albuquerque, NM 87110 Albuquerque, NM 87110
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Alan F. White
2400 Louisiana NE
AFC Bldg. 5-600
Albuquerque, NM 87110
ARTICLE VI
Its shareholders will have no preemptive right to acquire authorized but
unissued shares, or securities convertible into such shares or carrying a right
to subscribe to or acquire such shares.
ARTICLE VII
A director shall not be personally liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director
unless:
(1) the director has breached or failed to perform the duties of
the director's office in compliance with the New Mexico
Business Corporation Act, as amended from time to time; and
(2) the breach or failure to perform constitutes:
(a) negligence, willful misconduct or recklessness in the
case of a director who has either an ownership interest
in the Corporation or receives in the capacity as a
director or as an employee of the Corporation
compensation of more than two thousand dollars ($2,000)
from the Corporation in any calendar year; or
(b) willful misconduct or recklessness in the case of a
director who does not have an ownership interest in the
Corporation and does not receive in the capacity as
director or as an employee of the Corporation
compensation of more than two thousand dollars ($2,000)
from the Corporation in any calendar year.
ARTICLE VIII
An affidavit signed by each Director that he or she consents to be a
Director of the Corporation is on file at the office of the Corporation.
The original Articles of Incorporation have been deleted in their entirety
and these Restated
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Articles of Incorporation have been substituted and supersede the original
Articles of Incorporation, and all amendments thereto.
Dated: November 10, 2000
SBS Technologies, Inc.
By: /s/ James E. Dixon
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James E. Dixon, Jr., Vice President
Finance and Administration
And
By: /s/ James E. Dixon
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James E. Dixon, Jr., Secretary
STATE OF NEW MEXICO )
) ss.
COUNTY OF BERNALILLO )
Personally appeared before me James E. Dixon, Jr., Vice President
Finance and Administration and Secretary, this 10th day of November, 2000,
who, being first duly sworn, declared that he is the person who signed the
foregoing document as Vice President Finance and Administration and that the
statements therein contained are true.
/s/ Agnes S. Mounkes
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NOTARY PUBLIC
My Commission Expires: April 3, 2001
