EXHIBIT 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
THE KEITH COMPANIES-INLAND EMPIRE, INC.,
a California corporation
The undersigned, Aram H. Keith and Floyd S. Reid, hereby certify as follows:
1. They are the duly elected and acting President and Secretary,
respectively, of THE KEITH COMPANIES-INLAND EMPIRE, INC., a California
corporation (the "Corporation").
2. The Articles of Incorporation of this Corporation are hereby amended
and restated to read in full as follows:
"I. NAME
The name of this Corporation is THE KEITH COMPANIES, INC.
II. PURPOSE
The purpose of the 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. STOCK
This Corporation is authorized to issue only one class of shares of
stock, which shall be designated "common shares". The total number of shares
which this Corporation is authorized to issue is Twenty Million (20,000,000)
shares.
IV. LIMITATION OF LIABILITY
The liability of the directors of this Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
V. INDEMNIFICATION
This Corporation is authorized to indemnify the directors and officers of
this Corporation to the fullest extent permissible under California law and in
excess of that otherwise permitted under Section 317 of the California
Corporations Code."
3. The foregoing amendment and restatement of the Articles of
Incorporation has been duly approved by the Board of Directors of this
Corporation.
4. The foregoing amendment and restatement of the Articles of
Incorporation has been duly approved by the required vote of shareholders in
accordance with Sections 902 and 903 of the Corporations Code. The Corporation
has one class of stock outstanding. The total number of outstanding shares of
Common Stock of this Corporation is 4,200,000. The number of shares voting in
favor of the amendment and restatement exceeded the vote required, such required
vote being a majority of the outstanding shares of Common Stock.
The undersigned further declare under penalty of perjury that the matters
set forth in this certificate are true and correct of their own knowledge.
Executed at Costa Mesa, California, on July 25, 1994.
/s/ Aram H. Keith
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Aram H. Keith, President
/s/ Floyd S. Reid
--------------------------------
Floyd S. Reid, Secretary
2
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
THE KEITH COMPANIES, INC.
Aram H. Keith and Gary C. Campanaro hereby certify that:
1. They are the President and Secretary, respectively, of The Keith
Companies, Inc., a California corporation.
2. Article III of the Articles of Incorporation of this corporation is
amended to read as follows:
III
A. Classes of Stock. Upon the amendment of this Article III to read
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as set forth below, each 2.7 shares of common stock outstanding shall be
converted into 1 share of common stock. Following the reverse stock split
and after aggregating all shares held by each holder, any fractional shares
resulting from the conversion of the outstanding shares shall be rounded to
the nearest whole number (with one-half being rounded upward). Upon the
effectiveness of this amendment, this Corporation shall be authorized to
issue two classes of stock to be designated, respectively, as "Common
Stock" and "Preferred Stock." The total number of shares which the
Corporation is authorized to issue is One Hundred and Five Million
(105,000,000) shares. One Hundred Million (100,000,000) shares shall be
Common Stock, no par value and Five Million (5,000,000) shares shall be
Preferred Stock, no par value.
B. Rights, Preferences and Restrictions of Preferred Stock. The
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Preferred Stock may be issued from time to time in one or more series. The
Board of Directors is hereby authorized to fix or alter the dividend
rights, dividend rate, conversion rights, voting rights, rights and terms
of redemption (including sinking fund provisions), redemption price or
prices, and the liquidation preferences of any wholly unissued series of
Preferred Stock, and the number of shares constituting any such series and
the designation thereof, or any of them; and to increase or decrease the
number of shares of any series subsequent to the issuance of that series,
but
not below the number of shares of such series then outstanding. In case the
number of shares of any series shall be so decreased, the shares
constituting such decrease shall resume the status they had prior to the
adoption of the resolution originally fixing the number of shares of such
series.
3. The foregoing Amendment of Articles of Incorporation set forth
herein has been duly approved by unanimous written consent of a majority of the
shareholders of the Corporation in accordance with the California Corporations
Code and the Bylaws of the Corporation. The total number of shares entitled to
vote on or consent to this Amendment is 9,611,211 and the number of shares
voting in favor of this amendment was 9,611,211.
The undersigned further declare under penalty of perjury under the laws of
the State of California that the matters set forth in this Amendment to Articles
of Incorporation are true and correct of his own knowledge.
Date: April 23, 1999
/s/ Aram H. Keith
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Aram H. Keith, President
/s/ Gary C. Campanaro
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Gary C. Campanaro, Chief Financial
Officer and Secretary