EXHIBIT 3.1
CERTIFICATE OF ELIMINATION
OF
THE CLASS A PREFERRED STOCK
OF
DIODES INCORPORATED
Diodes Incorporated, a corporation organized and existing
under the laws of the State of Delaware (the "Company"), in accordance with the
provisions of Section 151(g) of the General Corporation Law of the State of
Delaware (the "DGCL"), hereby certifies as follows:
1. That the Certificate of Incorporation, as amended to date, of the Company
authorizes 31,000,000 shares of capital stock, which consists of 30,000,000
shares of Common Stock and 1,000,000 shares of Preferred Stock.
2. That pursuant to Section 151 of the DGCL and the authority set forth in the
Company's Certificate of Incorporation, the board of directors of the Company
(the "Board of Directors"), by resolution duly adopted, established a series of
preferred stock, $1.00 par value per share, of the Company, designated as "Class
A Preferred Stock" (the "Class A"), fixed the total number of shares of such
class at 169,629, and established the powers, designations, preferences and
relative, participating, optional and other special rights, and the
qualifications, limitations and restrictions, of such series and filed a
Certificate of Designations, Preferences and Rights of Class A Preferred Stock
in the office of the Secretary of State of the State of Delaware on June 30,
1995 (the "Certificate of Designation").
3. That the Board of Directors has duly adopted the following resolutions:
RESOLVED: That as of the date hereof no shares of Class A are
outstanding and no shares of Class A will be issued subject to
the Certificate of Designation.
RESOLVED FURTHER: That all matters set forth in the
Certificate of Designation with respect to the Class A be
eliminated from the Certificate of Incorporation, as
heretofore amended, of this corporation.
RESOLVED FURTHER: That all 169,629 shares of Class A shall
resume the status of authorized but unissued shares of
preferred stock, par value $1.00 per share, of the Company.
RESOLVED FURTHER: That the Certificate of Elimination
hereby is approved.
RESOLVED FURTHER: That each officer of this corporation hereby
is authorized and directed, by and on behalf of this
corporation and in its name, to execute the Certificate of
Elimination and to cause the Certificate of Elimination to be
filed with the Secretary of State of the State of Delaware,
but with such changes therein as the officer filing the same
shall deem to be necessary or advisable, the filing of the
Certificate of Elimination with the Secretary of State of the
State of Delaware to be conclusive evidence of the approval of
any such changes.
RESOLVED FURTHER: That each officer of this corporation hereby
is authorized and directed, by and on behalf of this
corporation and in its name, to execute and deliver such
documents and to take such other actions as such officer may
deem to be necessary or advisable to effect the purposes of
the foregoing resolutions.
4. That no shares of Class A are outstanding, and no shares of Class A will be
issued pursuant to the Certificate of Designation.
5. That all matters set forth in the Certificate of Designation with respect to
Class A be, and they hereby are, eliminated from the Certificate of
Incorporation, as heretofore amended, of the Company and that, accordingly, all
169,629 shares of Class A shall resume the status of authorized but unissued
shares of preferred stock, par value $1.00 per share.
The next page is the signature page.
IN WITNESS WHEREOF, the Company has caused this Certificate of
Elimination to be executed by its duly authorized officer on this second day of
September 2005.
DIODES INCORPORATED
By /s/ Carl C. Wertz
------------------------
Carl C. Wertz,
Secretary