Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - NEWPORT CORP | newport_8k.htm |
| EX-3.2 - AMENDED AND RESTATED BYLAWS ADOPTED BY THE BOARD OF DIRECTORS - NEWPORT CORP | exhibit3-2.htm |
Exhibit 3.1
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ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov |
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Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) |
| USE BLACK INK ONLY - DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
Certificate of Amendment to Articles of
Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of
corporation:
Newport
Corporation
2. The articles have
been amended as follows: (provide article numbers, if available)
Article Fifth, Subsection (c),
of the Restated Articles of Incorporation of Newport Corporation as filed with
the Secretary of State of Nevada on November 19, 1987, is amended and restated
in its entirety as follows:
(c) Beginning with any Director
elected at the 2011 annual meeting of stockholders, each Director shall be
elected for a term of one (1) year. Any Director who was elected for a four (4)
year term prior to the 2011 annual meeting of stockholders (each, a “Previously
Elected Director”) shall serve the remainder of his or her four (4) year term,
subject to his or her earlier resignation or removal. Upon the expiration of any
term of a Previously Elected Director, each elected successor for such Director
shall be elected for a one (1) year term.
3. The vote by which
the stockholders holding shares in the corporation entitling them to exercise a
least a majority of the voting power, or such greater proportion of the voting
power as may be required in the case of a vote by classes or series, or as may
be required by the provisions of the articles of incorporation* have voted in
favor of the amendment is: 22,892,007
shares (62.47%)
| 4. Effective date of filing: (optional) | |
| (must not be later than 90 days after the certificate is filed) |
5. Signature:
(required)
| /s/ Jeffrey B. Coyne | |
| Signature of Officer |
*If any proposed amendment would alter or change any preference or any
relative or other right given to any class or series of outstanding shares, then
the amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless to
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above
information and submit with the proper fees may cause this filing to be
rejected.
| This form must be accompanied by appropriate fees. |
Nevada
Secretary of State Amend Profit-After
Revised: 3-6-09 |