Exhibit 3.1
STATE OF NORTH CAROLINA
Department of the Secretary of State
ARTICLES OF AMENDMENT
BUSINESS CORPORATION
Pursuant to §55-10-06 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following Articles of Amendment for the purpose of amending its Articles of Incorporation.
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1. | | The name of the corporation is: | | DIGITAL RECORDERS, INC. |
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2. | | The text of each amendment adopted is as follows (State below or attach): |
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| | The number of shares constituting the Series D Preferred Stock shall be increased from 10,000 to 30,000 |
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3. | | If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment itself, are as follows: |
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4. | | The date of adoption of each amendment was as follows: | | September 22, 2006 |
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5. | | (Check either a, b, c, or d, whichever is applicable) |
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| | a. The amendment(s) was (were) duly adopted by the incorporators prior to the issuance of shares. |
| | b. X The amendment(s) was (were) duly adopted by the board of directors prior to the issuance of shares. |
| | c. The amendment(s) was (were) duly adopted by the board of directors without shareholder action as shareholder action was not required because (set forth a brief explanation of why shareholder action was not required.) |
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| | d. The amendment(s) was (were) approved by shareholder action, and such shareholder approval was obtained as required by Chapter 55 of the North Carolina General Statutes. |
ARTICLES OF AMENDMENT
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6. | | These articles will be effective upon filing, unless a delayed time and date is specified: |
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This the 28th day of September, 2006.
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| DIGITAL RECORDERS, INC. |
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| By: | /s/ David L. Turney | |
| | David L. Turney | |
| | Chairman, Chief Executive Officer and President | |
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