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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO THE BYLAWS
OF
CMI INDUSTRIES, INC.
The undersigned, James A. Ovenden, Secretary of CMI Industries, Inc.
(the "Company"), does hereby certify that the bylaws of the Company, adopted on
November 10, 1986 (the "Bylaws"), were amended at the annual meeting of the
stockholders of the Company held on May 9, 2000.
1. Amendment. The Bylaws of the Company are hereby amended effective as
of May 9, 2000, as follows:
a. The last sentence of Section 3.08 of Article III of the
Bylaws is deleted in its entirety and the following sentence is substituted in
lieu thereof:
The vote of not less than 75% of the directors then in office
shall be the act of the Board of Directors, unless otherwise
provided by law or the Certificate of Incorporation.
2. Agreement in Force. Except as amended by the stockholders at their
annual meeting as described above, all of the provisions of the Bylaws remain in
full force and effect.
IN WITNESS WHEREOF, I have executed this Certificate of Amendment this
14th day of August, 2000.
CMI Industries, Inc.
/s/ James A. Ovenden
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James A. Ovenden
Secretary
