EXHIBIT 3.31
RESTATED ARTICLES OF INCORPORATION
OF
JANCO CORPORATION
Richard L. Thompson and Robert D. George certify that:
1. They are the President and the Secretary, respectively, of
Janco Corporation, a California corporation.
2. The Articles of Incorporation of the corporation, as amended
to the date of the filing of this certificate, including amendments set forth
herein but not separately filed (and with the omissions required by Section 910
of the Corporations Code), are restated to read as set forth in the form
attached hereto as Exhibit A.
3. The restated articles of incorporation have been duly approved
by the Board of Directors.
4. The amendments to the articles of incorporation as included in
the restated articles of incorporation (other than omissions required by Section
910 of the Corporations Code) have been duly approved by the required vote of
shareholders in accordance with Section 902 of the Corporations Code. The
corporation has only one class of shares and the number of outstanding shares is
563. The number of shares voting in favor of the amendments equaled or exceeded
the vote required. The percentage vote required for approval of the amendments
was more than 50%.
DATED: December 31, 2002.
/s/ Richard L. Thompson
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Richard L. Thompson, President
/s/ Robert D. George
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Robert D. George, Secretary
EXHIBIT A
ARTICLE 1. NAME
The name of this corporation is Janco Corporation.
ARTICLE 2. PURPOSE
The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business,
or the practice of a profession permitted to be incorporated by the California
Corporations Code.
ARTICLE 3. SHARES
This corporation shall have authority to issue One Thousand shares of
common stock without par value.
ARTICLE 4. VACANCY IN BOARD OF DIRECTORS
Any vacancy which results by reason of the removal of a director or
directors by the shareholders entitled to vote in an election of directors, and
which has not been filled by the shareholders, may be filled by a majority of
the directors then in office, whether or not less than a quorum, or by the sole
remaining director, as the case may be.
ARTICLE 5. LIMITATION OF DIRECTOR LIABILITY
The liability of the directors of the Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
ARTICLE 6. INDEMNIFICATION
The Corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) for breach of duty
to the Corporation and its shareholders through bylaw provisions or through
agreements with the agents, or both, in excess of the indemnification otherwise
permitted in Section 317 of the California Corporations Code, subject to the
limits on such excess indemnification set forth in Section 204 of the California
Corporations Code.
Any amendment, repeal or modification of the foregoing provision of
this Article 6 shall not adversely affect any right of indemnification or
limitation of liability of an agent of this corporation relating to acts or
omissions occurring prior to such amendment, repeal or modification.
ARTICLE 7. ELECTION TO BE GOVERNED BY NEW LAW
The corporation elects to be governed by all of the provisions of the
California General Corporation Law effective January 1, 1977 (including those
provisions not applicable under Chapter 23 of that Law), as in effect on that
date and as subsequently amended.
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