**Forward Industries, Inc.**

 

 

 

**Exhibit 3.1**

**RESTATEDCERTIFICATE OF INCORPORATION**

**OF**

**FORWARDINDUSTRIES, INC.**

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**UNDER SECTION 807OF THE**

**BUSINESSCORPORATION LAW**

 

FIRST: The name of the Corporationis Forward Industries, Inc.

 

SECOND: The purposes for which theCorporation is formed are as follows, to wit:

 

      Tomanufacture, develop, mold, form, produce, buy, sell, import, export, trade anddeal in, plastic and heat sealing substances and materials of all kinds anddescription, and any and all articles, products and devices composed of plasticand heat sealing material and all articles and things used in connection withsuch business; to manufacture, develop, mold, form, produce, buy, sell, import,export, trade and deal in any and all articles and items made in whole or inpart out of plastic material or related materials or substances, and allarticles and things used in connection with such business.

 

      Toengage in the business of buying and selling all equipment, materials,appliances, supplies and articles necessary or convenient for use andapplication in connection with the said business and incidental thereto.

 

      Todesign, create, manufacture, produce, export, import, purchase, acquire, sell,dispose of, and generally deal in and with materials, articles, machinery,apparatus, equipment, appliances, supplies, goods and other personal propertyof every kind and description, tangible or intangible, and to engage in anymercantile, commercial, manufacturing or trading business of any character.

 

      Toacquire, by purchase or otherwise, own, hold, lease, mortgage, sell, orotherwise dispose of, and generally deal in and with rights and interests inreal and personal property of every kind and description.

      

      Toacquire, sell or otherwise dispose of, deal in and with, and grant and obtainlicenses for all kinds of intangible property, including patent rights,improvements thereon, inventions, discoveries, formulae and processes,copyrights, trademarks, trade names and designs.

 

      Tothe extent permitted by law, to promote, finance, underwrite and assist,financially or otherwise, and to assume and guarantee the obligations of anyindividual, corporation or other entity, and to purchase or otherwise acquire,hold, own, sell or otherwise dispose of securities and obligations of everynature and kind of any issuer, whether or not incorporated.

 

 

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**Forward Industries, Inc.**

 

      

 

      Todo all and everything necessary, suitable or proper for the accomplishment ofany of the purposes or the attainment of any of the objects hereinbefore setforth, either alone or in association with other corporations, firms orindividuals, and to do every other act or acts, thing or things, incidental orappurtenant to or arising out of or connected with the aforesaid business orany part or parts thereof.

 

THIRD: The aggregate number ofshares which the Corporation shall have authority to issue is forty fourmillion (44,000,000), $.01 par value per share, of which four million(4,000,000) shall be designated as “preferred stock” and forty million(40,000,000) shall be designated “common stock”.

 

     Authority is hereby expressly granted to the Board of Directors of theCorporation from time to time to issue the preferred stock as preferred stockof any series and, in connection with the creation of each such series, to fixby the resolution or resolutions providing for the issue of shares thereof, thenumber of shares of such series, and the designations, relative rights,preferences, and limitations of such series, to the full extent now orhereafter permitted by the laws of the State of New York.

 

FOURTH: The office of thecorporation is to be located in the City of New York, County of Kings, State of   New York.  

 

FIFTH: The duration of saidcorporation shall be perpetual

 

SIXTH: The number of directorsshall be not less than three (3) nor more than seven (7).

 

SEVENTH:  The Secretary ofState is designated as the agent of the corporation upon whom process in anyaction or proceeding against it may be served within the State of New York. The address to which the Secretary of State shall mail a copy of any processagainst the corporation which may be served upon him pursuant to law is:

 

Forward Industries Inc.,

C/O Chief Financial Officer

1801 Green Rd., Suite E

Pompano Beach, FL 33064

      

EIGHTH: No holder of shares of theCorporation of any class, now or hereafter authorized, shall have anypreferential or preemptive right to subscribe for, purchase or receive anyshares of the Corporation of any class, now or hereafter authorized, or anyoptions or warrants for such shares, or any rights to subscribe for or purchasesuch shares, or any securities convertible into or exchangeable for suchshares, which may at any time be issued, sold or offered for sale by the Corporation.

 

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**Forward Industries, Inc.**

 

 

 

 

NINTH: To the fullest extentpermitted by the New York Business Corporation Law as presently in effect orhereafter amended, a director of the Corporation shall not be personally liableto the Corporation or its shareholders for damages for any breach of duty as adirector.  Any repeal or modification of this Article by the shareholdersof the Corporation shall not adversely affect any right or protection of adirector of the Corporation existing hereunder with respect to any act or omissionoccurring prior to such repeal or modification.

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