Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
GOAMERICA, INC.,
a Delaware corporation
(pursuant to Section 242 of the Delaware General Corporation Law)
GoAmerica, Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the “Corporation”), through its duly authorized officers and by authority of its Board of Directors does hereby certify:
FIRST: That in accordance with the provisions of Section 242 of the General Corporation Law, the Board of Directors of the Corporation duly adopted resolutions setting forth a proposed amendment to the Fourth Amended and Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and directing that said amendment be submitted to the stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that Article I of the Fourth Amended and Restated Certificate of Incorporation is hereby amended and restated to read in full as follows:
“ARTICLE I
The name of the corporation (hereinafter, the “Corporation”) is Purple Communications, Inc.”
SECOND: That thereafter, the holders of the necessary number of shares of capital stock of the Corporation gave their written consent in favor of the foregoing amendment in accordance with the provisions of Section 228 of the Delaware General Corporation Law.
THIRD: That the amendment of the Fourth Amended and Restated Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: This Certificate of Amendment shall be made effective as of February 11, 2009 at 5:00 p.m. Eastern Standard Time.
IN WITNESS WHEREOF, GoAmerica, Inc. has caused this Certificate of Amendment to be signed by Michael J. Pendergast, its duly authorized General Counsel and Secretary, this 4th day of February, 2009.
|
| /s/ Michael J. Pendergast |
| Michael J. Pendergast, |
| General Counsel and Secretary |
