<PAGE>
Exhibit 3.1 (a)
CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
GENVEC, INC.
(PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE)
The undersigned, Paul H. Fischer, President of GenVec, Inc., a
corporation organized and existing under the laws of the State of Delaware (the
"Corporation"), does hereby certify as follows:
1. The name of the Corporation is GenVec, Inc. The original Certificate
of Incorporation was filed on December 7, 1992 with the Secretary of State of
the State of Delaware.
2. The Corporation filed an Amended and Restated Certificate of
Incorporation (the "Certificate") with the Office of the Secretary of State of
the State of Delaware on November __, 2000.
3. The Board of Directors of the Corporation adopted resolutions by
unanimous written consent dated November __, 2000 in lieu of a meeting in
accordance with Section 141(f) of the General Corporation Law of the State of
Delaware recommending the advisability of adopting an amendment to the
Certificate to add the following as the second paragraph of Article FOURTH,
Section 4.1 of the Certificate, to read in its entirety as follows:
"The 60,000,000 shares designated as Common Stock in the first
paragraph of this Section 4.1 represent a reclassification of each
share of Common Stock authorized pursuant to the Corporation's
Certificate of Incorporation into one and one-half shares of Common
Stock of the same designation and par value per share, and the
cancellation of fractional shares resulting therefrom upon payment
of cash equal to the value of such fractional shares as specified
by the Board of Directors."
4. The stockholders owning a majority of the shares of the
Corporation's common stock adopted a resolution by written consent dated as of
November ___, 2000 in lieu of a meeting pursuant to Section 228 of the General
Corporation Law of the State of Delaware approving the amendment to the
Certificate as set forth in Paragraph 3 above.
5. The amendment to the Certificate has been duly adopted in
accordance with the requirements of Section 242 of the General Corporation
Law of the State of Delaware, and shall be effective upon the filing of this
Certificate of Amendment with the Secretary of State of the State of
Delaware. <PAGE>
IN WITNESS WHEREOF, the undersigned, being the duly elected
President of the Corporation, does on behalf of the Corporation make this
Certificate of Amendment to Amended and Restated Certificate of Incorporation
of the Corporation, hereby declaring and certifying, under penalties of
perjury, that this is the act and deed of the Corporation and that the facts
herein stated are true, and accordingly has hereunto set his hand this ____
day of December, 2000.
BY:
--------------------------------
PAUL H. FISCHER
PRESIDENT
ATTEST:
BY:
-----------------------------
JEFFREY W. CHURCH
SECRETARY
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