Luna Innovations (LUNA) 8-K Amendments to Articles of Incorporation or Bylaws

Exhibit 3.1

AMENDMENT TO BYLAWS OF LUNA INNOVATIONS INCORPORATED

The Amended and Restated Bylaws (the “Bylaws”) of Luna Innovations Incorporated, a Delaware corporation (the “Company”), are hereby amended as follows:

A new Article VIII, Section 8.13 is hereby added to the Bylaws, which shall read in its entirety as follows:

“ARTICLE VIII

GENERAL MATTERS

SECTION 8.13. EXCLUSIVE FORUM FOR ADJUDICATION OF CERTAIN ACTIONS.

(a) Unless the corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

(b) Any person or entity holding, owning or otherwise acquiring any interest in any security of the corporation shall be deemed to have notice of and consented to the provisions of this Article VIII, Section 8.13.”

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