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EXHIBIT 3.1(a)
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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "LABARGE, INC.", FILED IN THIS OFFICE ON THE THIRTEENTH DAY OF
NOVEMBER, A.D. 1997, AT 10 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
Edward J. Freel
[SEAL] -----------------------------------
Edward J. Freel, Secretary of State
0672724 8100 AUTHENTICATION: 8757031
971386654 DATE: 11-14-97
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CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
LaBARGE, INC.
LaBarge, Inc., a corporation organized and exisiting under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That at a meeting of the Board of Directors of LaBarge, Inc.
held on August 12, 1997 resolutions were duly adopted setting forth a
proposed amendment to the Restated Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and calling a meeting of
the Stockholders of said corporation for consideration thereof. The resolution
setting forth the proposed amended is as follows:
RESOLVED, that the Restated Certificate of Incorporation
of this corporation be amended by changing Article FOURTH
thereof so that, as amended said Article shall be and read
as follows:
"FOURTH: The total number of shares of common stock which the
corporation shall have authority to issue is 40,000,000. The par
value of each of such shares of common stock is 1 cent. The
total number of shares of preferred stock which the corporation
shall have authority to issue is 2,000,000 shares. The par value
of each such share of preferred stock is $1.00 per share. The
preferred stock may be issued from time to time, in one or more
series, with such designations, preferences and relative,
participating, optional or other rights, qualifications,
limitations or restrictions thereof as shall be stated and
expressed in the resolution or resolutions providing for the
issue of such series adopted by the Board of Directors from time
to time, pursuant to the authority hereby given. A copy of such
resolution or resolutions shall be set forth in a certificate
made, executed, acknowledged, filed and recorded in the manner
required by the laws of the State of Delaware in order to make
the same effective. Each series shall consist of such number of
shares as shall be stated and expressed in such resolution or
resolutions providing for the issuance of the stock of such
series. All shares of any one series of preferred stock shall be
alike in every particular."
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SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the annual meeting of the stockholders of said corporation was duly
called and held on October 21, 1997, upon notice in accordance with Section 222
of the General Corporation Law of the State of Delaware at which meeting the
necessary number of shares as required by statute were voted in favor of the
amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said LaBarge, Inc. has caused this certificate to
be signed by William J. Maender, its Vice-President, this 7th day of November,
1997.
LaBARGE, INC.
By: /s/ William J. Maender
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William J. Maender
Vice-President
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