Exhibit
3.1
CERTIFICATE
OF AMENDMENT
OF
RESTATED
CERTIFICATE OF INCORPORATION
OF
PHOTONIC
PRODUCTS GROUP, INC.
Pursuant
to N.J.S. 14:9-4(3)
Dated:
June 2, 2010
The
undersigned corporation, having adopted an amendment to its Restated Certificate
of Incorporation, hereby certifies as follows:
1. The
name of the corporation is Photonic Products Group, Inc.
2. The
first paragraph of the present Article IV of the Restated Certificate of
Incorporation shall be deleted and inserted in lieu thereof shall be the
following:
“Article
IV
The
members of the board shall be divided into three classes, the respective terms
of office of which shall end in successive years. The number of
directors in each class shall be specified in the bylaws of the
Corporation. Unless they are elected to fill vacancies, the directors
in each class shall be elected to hold office until the third successive annual
meeting of shareholders after their election and until their successors have
been elected and qualified. At each annual meeting of shareholders,
the directors of only one class shall be elected, except directors elected to
fill vacancies. An affirmative vote of the holders of at least
two-thirds of the outstanding shares of the Corporation's common stock shall be
required to amend or repeal this provision.
3. The
Amendment was adopted by the shareholders on June 2, 2010.
4. There
were 11,556,729 shares of Common Stock entitled to vote on the
Amendment.
5. The
number of shares voted for and against the Amendment was as
follows:
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For:
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6,297,721
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Against:
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227,378
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6. This
Certificate of Amendment shall be effective immediately upon
filing.
IN
WITNESS WHEREOF, the undersigned corporation has caused this Certificate to be
executed on its behalf by its duly authorized officer as of this second day of
June, 2010.
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PHOTONIC PRODUCTS GROUP,
INC. |
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By:
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/s/
Joseph J.
Rutherford |
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Joseph
J. Rutherford, President
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