Exhibit 3.1
CERTIFICATE OF CORRECTION
OF
RESTATED ARTICLES OF INCORPORATION
OF
FORECROSS CORPORATION
KIM 0. JONES and BERNADETTE C. CASTELLO certify that:
1. They are the President and Secretary of
Forecross Corporation.
2. The name of the corporation is Forecross Corporation, and
it is a California corporation.
3. The instrument being corrected is entitled "Restated
Articles of Incorporation of Forecross Corporation", and said instrument was
filed with the Secretary of State of the State of California on June 25, 1993.
4. Article III of Paragraph 2 of said Restated Articles of
Incorporation as corrected, should read as follows:
"This corporation is authorized to issue one class of
stock, designated Common Stock. The total number of shares which this
corporation is authorized to issue is 20,000,000.
Upon the amendment and restatement of these articles to
read as herein set forth, each outstanding share of Common Stock shall be split
up and converted into 2,121.152 shares of Common Stock."
5. That said paragraph 2, as corrected, conforms the wording
of the amended article to that adopted by the board of directors and
shareholders.
We further declare under penalty of perjury under the laws of
the State of California that the matters set forth in the foregoing certificate
are true of our own knowledge.
Executed at San Francisco, California on November 22, 1993.
/s/ Kim O. Jones
------------------------------------
Kim O. Jones, President
/s/ Bernadette C. Castello
------------------------------------
Bernadette C. Castello,
Secretary
RESTATED ARTICLES OF INCORPORATION OF
FORECROSS CORPORATION
Kim O. Jones and Bernadette C. Castello certify that:
1. They are the President and Secretary, respectively, of
Forecross Corporation, a California corporation.
2. The Articles of Incorporation of this corporation are
amended and restated to read in full as follows:
I
The name of this corporation is Forecross Corporation.
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
This corporation is authorized to issue one class of stock,
designated Common Stock. The total number of shares which this corporation is
authorized to issue is 20,000,000.
Upon the amendment and restatement of these articles to read as
herein set forth, each outstanding share of Common Stock shall be split up and
converted into 2,118 shares of Common Stock.
IV
The liability of the directors of this corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law. The corporation is also authorized, to the fullest extent permissible under
California law, to indemnify its agents (as defined in Section 317 of the
California Corporations Code) , whether by bylaw, agreement or otherwise, for
breach of duty to the corporation and its shareholders in excess of that
expressly permitted by Section 317 and to advance defense expenses to its agents
in connection with such matters as they are incurred.
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If, after the effective date of this Article IV, California law is amended in a
manner which permits a corporation to limit the monetary or other liability of
its directors or to authorize indemnification of, or advancement of such defense
expenses to, its directors or other persons, in any such case to a greater
extent than is permitted on such effective date, the references in this Article
IV to "California law" shall to that extent be deemed to refer to California law
as so amended."
3. The foregoing amendment 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 in accordance with
Sections 902 and 903 of the Corporations Code. The total number of outstanding
shares of the corporation is 2,534 shares of Common Stock. The number of shares
voting in favor of the amendment equaled or exceeded the vote required. The
percentage vote required was more than 50% of the outstanding Common Stock of
the corporation.
/s/ Kim O. Jones
------------------------------------
Kim O. Jones, President
/s/ Bernadette C. Castello
------------------------------------
Bernadette C. Castello,
Secretary
The undersigned declare under penalty of perjury that the
matters set forth in the foregoing certificate are true of their own knowledge.
Executed at San Francisco, California on June 17, 1993.
/s/ Kim O. Jones
------------------------------------
Kim O. Jones, President
/s/ Bernadette C. Castello
------------------------------------
Bernadette C. Castello,
Secretary
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