EXHIBIT 3.1
ENDORSED - FILED
IN THE OFFICE OF THE
SECRETARY OF STATE
OF THE STATE OF CALIFORNIA
JAN 21 1998
BILL JONES, SECRETARY OF STATE
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
Steven S. Myers and Ronald A. Hunn hereby certify that:
1. They are the President and Secretary, respectively, of Steven Myers &
Associates, Inc., a California corporation (the "Corporation").
2. The Articles of Incorporation of this Corporation are amended and
restated in full to read as follows:
I.
The name of this corporation is "STEVEN MYERS & ASSOCIATES, INC."
II.
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.
III.
A. Classes of Stock. This Corporation is authorized to issue two
classes of stock to be designated, respectively, as "Common Stock" and
"Preferred Stock". The total number of shares which the Corporation is
authorized to issue is sixty million (60,000,000) shares. Fifty million
(50,000,000) shares shall be Common Stock and ten million (10,000,000)
shares shall be Preferred Stock. Upon the amendment and restatement of this
Article III to read as hereinabove set forth, each share of issued and
outstanding Series A Common Stock shall be converted into 12.707844 shares
of Common Stock, and each share of issued and outstanding Series B Common
Stock shall be converted into 12.707844 shares of Common Stock.
B. Rights, Preferences and Restrictions of Preferred Stock. The
Preferred Stock may be issued from time to time in one or more series. The
Board of Directors is hereby authorized to fix or alter the dividend
rights, dividend rate, conversion rights, voting rights, rights and terms
of redemption (including sinking fund provisions), redemption price or
prices, and the liquidation preferences of any wholly unissued series of
Preferred Stock, and the number of shares constituting any such series and
the designation thereof, or any of them; and to increase or decrease the
number of shares of any series subsequent to the issuance of that series,
but not below the number of shares of
such series then outstanding. In case the number of shares of any series
shall be so decreased, the shares constituting such decrease shall resume
the status they had prior to the adoption of the resolution originally
fixing the number of shares of such series.
IV.
The liability of the directors of the Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
V.
The Corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) through bylaw
provisions, agreements with agents, approval of shareholders of
disinterested directors or otherwise, in excess of the indemnification
otherwise permitted by Section 317 of the California Corporations Code,
subject only to the applicable limits set forth in Section 204 of the
California Corporations Code with respect to actions for breach of duty to
the Corporation and its shareholders.
Any repeal or modification of this Article shall be prospective and
shall not affect the rights under this Article in effect at the time of the
alleged occurrence of any act or omission to act giving rise to liability
of indemnification.
3. The foregoing amendment and restatement of Articles of Incorporation
has been duly approved by the Board of Directors.
4. The foregoing amendment of Articles of Incorporation has been duly
approved by the required vote of the shareholders of the Corporation in
accordance with Section 902 of the Corporations Code. The total number of
outstanding Series A shares of this Corporation is 202,292 shares. The total
number of outstanding Series B shares of this Corporation is 812,819 shares.
The number of shares voting in favor of the amendment and restatement equaled
or exceed the vote required. The percentage vote required was more than 50% of
the outstanding shares of Series A Common Stock voting as a separate class and
more than 50% of the outstanding shares of Series A Common Stock and Series B
Common Stock voting together as a class.
-2-
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: January 19, 1998 /s/ Steven S. Myers
-------------------- --------------------------------
Steven S. Myers, President
/s/ Ronald A. Hunn
-------------------------------
Ronald A. Hunn, Secretary
[STATE SEAL]
[OFFICE OF THE SECRETARY OF STATE]
-3-
FILED
In the office of the Secretary of State
of the State of California
Aug 6 1998
/s/ Bill Jones
BILL JONES, Secretary of State
CERTIFICATE OF OWNERSHIP
Steven S. Myers and Ronald A. Hunn certify that:
1. They are the President and Secretary, respectively, of Steven Myers &
Associates, Inc. a California corporation.
2. This corporation owns all the outstanding shares of SM&A Corporation,
a California corporation.
3. The board of directors of this corporation duly adopted the following
resolution:
RESOLVED, that this corporation merge SM&A Corporation, its wholly owned
subsidiary corporation, into itself and assume all its obligations pursuant
to Section 1110 of the California Corporations Code;
RESOLVER, FURTHER, that Article I of the Amended and Restated Articles of
Incorporation of this corporation shall be deleted and replaced with a new
Article I to read in its entirety as follows:
ARTICLE I
THE NAME OF THIS CORPORATION SHALL BE:
SM&A CORPORATION
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
July 8th, 1998
/s/ Steven S. Myers
----------------------------------
Steven S. Myers, President
/s/ Ronald A. Hunn
----------------------------------
Ronald A. Hunn, Secretary
[SEAL OF THE OFFICE OF THE SECRETARY OF STATE]
ENDORSED - FILED
In the Office of the Secretary of State
of the State of California
APR 25 2000
Bill Jones, Secretary of State
CERTIFICATE OF OWNERSHIP
Michael A. Piraino hereby certifies that:
1. He is the President and Secretary of SM&A Corporation, a California
corporation (this "Corporation").
2. This Corporation owns all of the outstanding shares of Emergent
Information Technologies, Inc., a California corporation.
3. The board of directors of this Corporation duly adopted the following
resolution:
RESOLVED, that this Corporation merge Emergent Information
Technologies, Inc., its wholly-owned subsidiary, into itself and assume
all of its obligations pursuant to Section 1110 of the California
Corporations Code;
RESOLVED, FURTHER, that Article I of the Amended and Restated Articles
of Incorporation of this Corporation shall be deleted and replaced with
a new Article I to read in its entirety as follows:
ARTICLE I
THE NAME OF THIS CORPORATION SHALL BE:
EMERGENT INFORMATION TECHNOLOGIES, INC.
4. This Certificate of Ownership and the merger shall become effective on
May 4, 2000.
I further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of my own knowledge.
April 24, 2000 /s/ MICHAEL A. PIRAINO
---------------------------------------------
Michael A. Piraino, President and Secretary
ENDORSED - FILED
In the Office of the Secretary of State
of the State of California
JAN 24 2002
Bill Jones, Secretary of State
CERTIFICATE OF OWNERSHIP
Steven S. Myers hereby certifies that:
1. He is the President and Chief Executive Officer and Asst. Secretary of
Emergent Information Technologies, Inc., a California corporation (the
"Company").
2. The Company owns all of the outstanding shares of capital stock of
SM&A, a California corporation.
3. The Board of Directors of the Company has duly approved and adopted the
following resolutions:
NOW, THEREFORE, BE IT RESOLVED, that the Company merge SM&A, its
wholly-owned subsidiary, into itself and assume all of its obligations
pursuant to Section 1110 of the General Corporation Law of the State of
California;
RESOLVED FURTHER, that Article I of the Articles be deleted and
replaced with a new Article I to read in its entirety as follows:
ARTICLE I
THE NAME OF THIS CORPORATION SHALL BE:
SM&A
4. This Certificate of Ownership and the merger described in Paragraph 3
above shall be effective upon filing.
I further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of my own knowledge.
Date: 1/22/02 /s/ STEVEN S. MYERS
-----------------------------------------
Steven S. Myers, President and
Chief Executive Officer and Asst. Secty