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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