RESTATED ARTICLES OF INCORPORATION
OF
LIVINGSTON ENTERPRISES, INC.
Jerrold Livingston and Steven M. Willens certify that:
1. They are the duly elected and acting President and Chief Financial Officer,
respectively of Livingston Enterprises, Inc., a California corporation.
2. The Articles of Incorporation of this corporation are amended and restated
to read in full as follows:
ARTICLE I
The name of this corporation is:
Livingston Enterprises, Inc.
ARTICLE 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.
ARTICLE III
(a) The corporation is authorized to issue two classes of shares designated
"Preferred Stock" and "Common Stock," respectively. The number of shares of
Preferred Stock authorized to be issued is five million (5,000,000) and the
number of shares of Common Stock authorized to be issued is ten million
(10,000,000).
(b) The Preferred Stock may be divided into such number of series as the
Board of Directors may determine. The Board of Directors is authorized to
determine and alter the rights, preferences, privileges, and restrictions
granted to and imposed upon any wholly unissued series of Preferred Stock,
and to fix the number of shares of any series of Preferred Stock and the
designation of any such series of Preferred Stock. The Board of Directors,
within the limits and restrictions stated in any resolution or resolutions
of the Board of Directors originally fixing the number of shares
constituting any series, may increase or decrease (but not below the number
of shares of such series then outstanding) the number of shares of any
series subsequent to the issue of shares of that series.
ARTICLE IV
(a) The liability of directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
(b) 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, vote of shareholders or
disinterested directors, or otherwise, to the fullest extent permissible
under California law.
(c) Any amendment, repeal or modification of any provision of this
Article IV shall not adversely affect any right or protection of an agent
of this corporation existing at the time of such amendment, repeal or
modification.
3. The foregoing Amendment and Restatement of Article of Incorporation has
been duly approved by the Board of Directors of the corporation.
4. The foregoing Amendment and Restatement of Articles of Incorporation has
been duly approved by the required vote of shareholders in accordance with
Section 902 of the California Corporations Code. The total number of
outstanding shares of the corporation is 675,000 (Common Stock). The number
of shares voting in favor of the Amendment and Restatement exceeded the
vote required, such vote being unanimous.
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.
Dated: 6/8/94
-----------------
/s/ Jerrold Livingston
--------------------------------
Jerrold Livingston
/s/ Steven M. Willens
--------------------------------
Steven M. Willens
2
CERTIFICATE OF CORRECTION
OF THE
RESTATED ARTICLES OF INCORPORATION
OF
LIVINGSTON ENTERPRISES, INC.
Steven M. Willens and Richard J. Godfrey certify that:
1. They are the President and the Assistant Secretary, respectively, of
Livingston Enterprises, Inc., a California corporation.
2. Article III, Section (a) of said Restated Articles of Incorporation
of LIVINGSTON ENTERPRISES, INC., as corrected, should read as follows:
(a) The corporation is authorized to issue two classes of shares
designated "Preferred Stock" and "Common Stock," respectively. The number of
shares of Preferred Stock authorized to be issued is five million (5,000,000)
and the number of shares of Common Stock authorized to be issued is ten
million (10,000,000). UPON THE FILING OF THIS AMENDMENT AND RESTATEMENT OF
ARTICLES OF INCORPORATION, EACH OUTSTANDING SHARE OF COMMON STOCK SHALL BE
SPLIT AND CONVERTED INTO SIX (6) SHARES OF COMMON STOCK.
3. This Certificate of Correction does not in any way alter the wording
or intent of any resolution or written consent which was in fact adopted
by the Board of Directors or Shareholders of this corporation.
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this Certificate of Correction
are true and correct of our own knowledge.
Dated: March 25, 1996
---------------
/s/ Steven M. Willens
--------------------------------------
Steven M. Willens, President
/s/ Richard J. Godfrey
---------------------------------------
Richard J. Godfrey, Assistant Secretary
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Steven M. Willens and Dr. Ronald H. Willens certify that:
1. They are the President and the Secretary, respectively, of Livingston
Enterprises, Inc., a California corporation.
2. Article III is deleted in its entirety and hereby amended to read as
follows:
ARTICLE III
This corporation is authorized to issue only one class of shares of
capital stock (Common Stock); and the total number of shares which this
corporation is authorized to issue is thirty million (30,000,000). Upon
amendment of this Article III to read as herein set forth, each outstanding
share of Common Stock is split and converted into three (3) shares of
Common Stock.
3. The foregoing amendment of Articles of Incorporation has been duly
approved by the Board of Directors.
4. The foregoing amendment has been duly approved by the required vote
of Shareholders in accordance with Section 902 of the California Corporations
Code. The corporation has only one class of shares outstanding and the number
of outstanding shares is 4,057,100. The number of shares voting in favor of
the amendment exceeded the vote required. The percentage vote required was
fifty percent (50%).
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this Certificate of Amendment are
true and correct of our own knowledge.
Dated: 3/5/96
--------------
/s/ Steven M. Willens
--------------------------------
Steven M. Willens, President
/s/ Ronald H. Willens
--------------------------------
Dr. Ronald H. Willens, Secretary