EXHIBIT 3.1
CERTIFICATE OF ELIMINATION
OF THE
CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK
OF URS CORPORATION
AND THE
CERTIFICATE OF DESIGNATION OF SERIES B EXCHANGEABLE
CONVERTIBLE PREFERRED STOCK OF URS CORPORATION
AND THE
CERTIFICATE OF DESIGNATION OF SERIES C PREFERRED STOCK
OF URS CORPORATION
AND THE
CERTIFICATE OF DESIGNATION OF SERIES D SENIOR CONVERTIBLE PARTICIPATING
PREFERRED STOCK OF URS CORPORATION
AND THE
CERTIFICATE OF DESIGNATION OF SERIES E SENIOR CUMULATIVE CONVERTIBLE
PARTICIPATING PREFERRED STOCK OF URS CORPORATION
URS CORPORATION, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: The name of the Corporation is URS CORPORATION.
SECOND: The date on which the Certificate of Incorporation of
the Corporation was originally filed with the Secretary of State of the State of
Delaware is February 13, 1976.
THIRD: The Board of Directors of the Corporation, acting in
accordance with the provisions of Section 141 of the General Corporation Law of
the State of Delaware, adopted the following resolutions:
RESOLVED, that none of the authorized shares of the
Corporation's Series A Preferred Stock are outstanding, and that none
will be issued subject to the Certificate of Designation of Series A
Preferred Stock previously filed with respect to such shares; and
RESOLVED FURTHER, that the proper officers of the Corporation
are hereby authorized and directed to take all such actions as they may
deem to be necessary or advisable in order to file a Certificate with
the Secretary of State of the State of Delaware to eliminate all
provisions set forth in the Certificate of Designation of Series A
Preferred Stock pursuant to Section 151(g) of the General Corporation
Law of the State of Delaware.
FOURTH: The Board of Directors of the Corporation, acting in
accordance with the provisions of Section 141 of the General Corporation Law of
the State of Delaware, adopted the following resolutions:
RESOLVED, that none of the authorized shares of the
Corporation's Series B Exchangeable Convertible Preferred Stock are
outstanding, and that none will be issued subject to the Certificate of
Designation of Series B Exchangeable Convertible Preferred Stock
previously filed with respect to such shares; and
RESOLVED FURTHER, that the proper officers of the Corporation
are hereby authorized and directed to take all such actions as they may
deem to be necessary or advisable in order to file a Certificate with
the Secretary of State of the State of Delaware to eliminate all
provisions set forth in the Certificate of Designation of Series B
Exchangeable Convertible Preferred Stock pursuant to Section 151(g) of
the General Corporation Law of the State of Delaware.
FIFTH: That all provisions set forth in the Certificate of
Designation of Series B Exchangeable Convertible Preferred Stock, as amended,
are hereby eliminated.
SIXTH: The Board of Directors of the Corporation, acting in
accordance with the provisions of Section 141 of the General Corporation Law of
the State of Delaware, adopted the following resolutions:
RESOLVED, that none of the authorized shares of the
Corporation's Series C Preferred Stock are outstanding, and that none
will be issued subject to the Certificate of Designation of Series C
Preferred Stock previously filed with respect to such shares; and
RESOLVED FURTHER, that the proper officers of the Corporation
are hereby authorized and directed to take all such actions as they may
deem to be necessary or advisable in order to file a Certificate with
the Secretary of State of the State of Delaware to eliminate all
provisions set forth in the Certificate of Designation of Series C
Preferred Stock pursuant to Section 151(g) of the General Corporation
Law of the State of Delaware.
SEVENTH: That all provisions set forth in the Certificate of
Designation of Series C Preferred Stock, as amended, are hereby eliminated.
EIGHTH: The Board of Directors of the Corporation, acting in
accordance with the provisions of Section 141 of the General Corporation Law of
the State of Delaware, adopted the following resolutions:
RESOLVED, that none of the authorized shares of the
Corporation's Series D Senior Convertible Participating Preferred Stock
are outstanding, and that none will be issued subject to the
Certificate of Designation of Series D Senior Convertible Participating
Preferred Stock previously filed with respect to such shares; and
RESOLVED FURTHER, that the proper officers of the Corporation
are hereby authorized and directed to take all such actions as they may
deem to be necessary or advisable in order to file a Certificate with
the Secretary of State of the State of Delaware to eliminate all
provisions set forth in the Certificate of Designation of Series D
Senior Convertible Participating Preferred Stock pursuant to Section
151(g) of the General Corporation Law of the State of Delaware.
NINTH: That all provisions set forth in the Certificate of
Designation of Series D Senior Convertible Participating Preferred Stock, as
amended, are hereby eliminated.
TENTH: The Board of Directors of the Corporation, acting in
accordance with the provisions of Section 141 of the General Corporation Law of
the State of Delaware, adopted the following resolutions:
RESOLVED, that none of the authorized shares of the
Corporation's Series E Senior Cumulative Convertible Participating
Preferred Stock are outstanding, and that none
will be issued subject to the Certificate of Designation of Series E
Senior Cumulative Convertible Participating Preferred Stock previously
filed with respect to such shares; and
RESOLVED FURTHER, that the proper officers of the Corporation
are hereby authorized and directed to take all such actions as they may
deem to be necessary or advisable in order to file a Certificate with
the Secretary of State of the State of Delaware to eliminate all
provisions set forth in the Certificate of Designation of Series E
Senior Cumulative Convertible Participating Preferred Stock pursuant to
Section 151(g) of the General Corporation Law of the State of Delaware.
ELEVENTH: That all provisions set forth in the Certificate of
Designation of Series E Senior Cumulative Convertible Participating Preferred
Stock, as amended, are hereby eliminated.
[Signatures on following page.]
IN WITNESS WHEREOF, URS CORPORATION has caused this Certificate of
Elimination of the Certificate of Designation of Series A Preferred Stock and
the Certificate of Designation of Series B Exchangeable Convertible Preferred
Stock and the Certificate of Designation of the Series C Preferred Stock and the
Certificate of Designation of Series D Senior Convertible Participating
Preferred Stock and the Certificate of Designation of Series E Senior Cumulative
Convertible Participating Preferred Stock to be signed by its Executive Vice
President, Chief Financial Officer and Secretary and attested to by its
Assistant Secretary this 23rd day of July, 2003.
URS CORPORATION
By: /s/ Kent P. Ainsworth
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Kent P. Ainsworth, Executive Vice President,
Chief Financial Officer and Secretary
ATTEST:
/s/ Carol Brummerstedt
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Carol Brummerstedt, Assistant Secretary