Exhibit 3.1
STATE OF MISSOURI
[SEAL]
Matt Blunt
Secretary of State
CERTIFICATE OF AMENDMENT
WHEREAS,
H&R BLOCK,INC.
00085500
a corporation organized under The General and Business Corporation Law has
delivered to me a Certificate of Amendment of its Articles of Incorporation and
has in all respects complied with the requirements of law governing the
Amendment of Articles of Incorporation under The General Business Corporation
Law, and that the Articles of Incorporation of said corporation are amended in
accordance therewith.
IN TESTIMONY WHEREOF, I have set
my hand and imprinted the GREAT SEAL
of the State of Missouri, on this, the 30th
day of September, 2004. [SEAL]
/s/ MATT BLUNT
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Secretary of State
[SEAL]
FILE NUMBER: 200427421111
00085500
STATE OF MISSOURI DATE FILED: 09/30/2004
MATT BLUNT, SECRETARY OF STATE MATT BLUNT
SECRETARY OF STATE
Corporations Division
P.O. Box 778 / 600 W. Main Street, [ILLEGIBLE]
[ILLEGIBLE]City, MO 65102
AMENDMENT OF ARTICLES OF INCORPORATION
FOR A GENERAL BUSINESS OR CLOSE CORPORATION
Pursuant to the provisions of the General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following;
1. The present name of the Corporation is H&R Block, Inc.
The name under which it was originally organized was United Business,
Incorporated, of Missouri
2. An amendment to the Corporation's Articles of Incorporation was adopted by
the shareholders on September 8, 2004
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month/day/year
3. Article Number Three is amended to read as follows:
ARTICLE THREE, as heretofore amended, is further amended by deleting the
first sentence thereof in its entirety and substituting therefor the
following:
ARTICLE THREE
The aggregate number of shares of all classes of stock which the
corporation shall have authority to issue is 806,000,000 divided into two
classes as follows:
(i) 800,000,000 shares of a class designated Common Stock, without par
value; and
(ii) 6,000,000 shares of a class designated Preferred Stock, without par
value.
(If more than one article is to be amended or more space is
needed attach additional pages)
Name and address to return filed document:
Name: Brenda Becker State of Missouri
Address: 4400 Main Street Amend/Restate - Gen Bus 2 Page(s)
City, State, and Zip Code: Kansas City, MO 64111
M0007-08/31/04 CT System Online TO427407082
4. Of the 167,770,961 shares outstanding, 167,770,961 of such shares were
entitled to vote on such amendment.
The number of outstanding shares of any class entitled to vote thereon as a
class were as follows:
Class Number of Outstanding Shares
Common 167,770,961
5. The number of shares voted for and against the amendment was as follows:
Class No. Voted For No. Voted Against
Common 131,169,406 14,441,014
6. If the amendment provides for an exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized
shares of any class below the number of issued shares of that class, the
following is a statement of the manner in which such reduction shall be
effected:
n/a
7. If the effective date of the amendment is to be a date other than the date
of filing of the certificate of amendment with the Secretary of State,
then the effective date, which shall be no more than 90 days following the
filing date, shall be specified: ____________________________.
In Affirmation thereof, the facts stated above are true and correct:
(The undersigned understands that false statements made in this filing are
subject to the penalties provided under Section 575.040, RSMo)
/s/ Bret G. Wilson Bret G. Wilson Vice President/Secretary 9/20/04
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Authorised Signature Printed Name Title Date
M0007-08/31/04 CT System Online CORP. 44 (08/04)