EXHIBIT 3.1
ARTICLES OF AMENDMENT OF THE Provided by: Joseph H. Hogsett
[SEAL] ARTICLES OF INCORPORATION SECRETARY OF STATE OF INDIANA
State Form 38333 (R5/9-91) CORPORATIONS DIVISION
State Board of Accounts Approved 1988
INSTRUCTIONS: Use 8 1/2 X 11 inch white Indiana Code 23-1-38-1 et seg.
paper for inserts. Filing requirements - FILING FEE $30.00
Present original and one copy to address
in upper right corner of this form.
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ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:
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PATRICK INDUSTRIES, INC.
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The undersigned officers of Patrick Industries, Inc.
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(hereinafter referred to as the "Corporation") existing pursuant to the
provisions of:
(Indicate appropriate act)
/X/ Indiana Business Corporation Law / / Indiana Professional Corporation
Act of 1983
as amended (hereinafter referred to as the "Act"), desiring to give notice
of corporate action effectuating amendment of certain provisions of its
Articles of Incorporation, certify the following facts:
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ARTICLE I Amendment(s)
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SECTION 1 The date of incorporation of the corporation is:
January 3, 1961.
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SECTION 2 The name of the corporation following this amendment to the
Articles of Incorporation is:
Patrick Industries, Inc.
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SECTION 3
The exact text of Article(s) V of the Articles of Incorporation is now as
follows:
See Exhibit A attached hereto.
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SECTION 4 Date of each amendment's adoption:
February 10, 1994.
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ARTICLE II Manner of Adoption and Vote
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SECTION 1 Action by Directors:
The Board of Directors of the Corporation duly adopted a resolution
proposing to amend the terms and provisions of Article(s) __________ of the
Articles of Incorporation and directing a meeting of the Shareholders, to
be held on ___________________, allowing such Shareholders to vote on the
proposed amendment.
The resolution was adopted by: (Select appropriate paragraph)
(a) Vote of the Board of Directors at a meeting held on
_____________, 19__, at which a quorum of such Board was present.
(b) Written consent executed on February 10, 1994, and signed by all
members of the Board of Directors. Adopted in accordance with
Section 23-1-38-2(4).
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SECTION 2 Action by Shareholders. N/A
The Shareholders of the Corporation entitled to vote in respect of the
Articles of Amendment adopted the proposed amendment. The amendment was
adopted by: (Select appropriate paragraph)
(a) Vote of such Shareholders during the meeting called by the Board
of Directors. The result of such vote is as follows:
TOTAL
SHAREHOLDERS ENTITLED TO VOTE: ____________
SHAREHOLDERS VOTED IN FAVOR: ____________
SHAREHOLDERS VOTED AGAINST: ____________
(b) Written consent executed on ________________, 19__, and signed by
all such Shareholders.
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SECTION 3 Compliance with Legal Requirements.
The manner of the adoption of the Articles of Amendment an the vote by
which they were adopted constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation, and the by-Laws of
the Corporation.
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I hereby verify subject to the penalties of perjury that the statements
contained are true this 4th day of March, 1994.
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______________________________ Keith V. Kankel
Current Officer's Signature Officer's Name Printed
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Officer's Title: Vice President of Finance, Secretary and
Treasurer
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Exhibit A
to Articles of Amendment
of the Articles of Incorporation
of PATRICK INDUSTRIES, INC.
ARTICLE FIVE
Prior to March 8, 1994, the Corporation had authority to issue six
million (6,000,000) shares of Common Stock, no par value, and one million
(1,000,000) shares of Preferred Stock, no par value. Effective on March 8,
1994, each issued and outstanding share of the Corporation's Common Stock, no
par value, and each unissued authorized share of the Corporation's Common Stock,
no par value, shall be split two-for-one. The split-up of all shares shall
occur automatically and without any action on the part of any holder thereof.
To effectuate such split, the Corporation shall distribute on or about March 22,
1994 one additional share of Common Stock, no par value, for each one
outstanding share of Common Stock, no par value, to the shareholders of record
at the close of business on March 8, 1994. The split-up shall not affect the
capital accounts of the Corporation.
Giving effect to the aforesaid stock split, the designation and number
of shares that the Corporation shall have authority to issue as of March 8,
1994, is twelve million (12,000,000) shares of Common Stock, no par value, and
one million (1,000,000) shares of Preferred Stock, no par value.