**Exhibit 3.1**CERTIFICATE OF INCORPORATIONOFSTANDARD MICROSYSTEMS CORPORATION(as amended on July 12, 2006)          Standard Microsystems Corporation, a corporation organized and existing under the laws ofthe State of Delaware, hereby certifies as follows:          1. The name of the Corporation is Standard Microsystems Corporation and the date of filing itsoriginal Certificate of Incorporation with the Secretary of State was August 19, 1971.          2. The Certificate of Incorporation of the Corporation is hereby restated and integrated(but is not further amended) to read in its entirety as follows:          FIRST: The name of the Corporation is STANDARD MICROSYSTEMS CORPORATION (hereinafter calledthe “Corporation”).          SECOND: The location of the registered office of the Corporation in the State of Delaware is32 Loockerman Square, Suite L-100, City of Dover 19901, County of Kent. The name of its residentagent at such address is The Prentice-Hall Corporation System, Inc.          THIRD: The purpose of the Corporation is to engage in any lawful act or activity for whichcorporations may be organized under the General Corporation Law of the State of Delaware.          FOURTH: The total number of shares of all classes of stock which the Corporation has authorityto issue is 86,000,000 shares, all of which shares are of $.10 par value per share. 85,000,000shares shall be Common Stock and 1,000,000 shares shall be Preferred Stock.          A statement of the designations and the powers,preferences and rights, and the qualifications, limitations or restrictions thereof, permitted byChapter I of Title 8 of the Delaware Code, and the Acts amendatory thereof and supplementarythereto, in respect of the Preferred Stock and the Common Stock, and the fixing of which by thisCertificate of Incorporation are desired, and an express grant of authority to the Board ofDirectors of the Corporation to fix by resolution or resolutions any thereof that may be desiredbut which are not fixed by thisCertificate of Incorporation, is as follows:
 

 
PREFERRED STOCK          (1) Preferred Stock may be issued in one or more series, each of such series to have suchterms as are stated and expressed herein and in the resolution or resolutions providing for theissue of such series adopted by the Board of Directors as hereinafter provided.          (2) Authority is hereby expressly granted to the Board of Directors from time to time to issuethe Preferred Stock as Preferred Stock of any series and in connection with the creation of eachsuch series to fix by resolution or resolutions providing for the issue of shares thereof thedesignations and the powers, preferences and rights, and the qualifications, limitations orrestrictions thereof, to the full extent now or hereafter permitted by the laws of the State ofDelaware, in respect of the matters set forth in the following subdivisions (a) to (j) inclusive ofthis paragraph (2):     (a) The distinctive designation of such series and the number of shares toconstitute such series. The number of shares of any series may be increased bythe Board of Directors, unless otherwise provided in the resolution orresolutions providing for the issue of such series;     (b) The dividend rate on the shares of such series, the conditions and thetimes at which holders thereof shall be entitled to receive such dividends, andwhether or not dividends with respect to such series shall be cumulative;     (c) The times of redemption of the shares ofsuch series and the prices which the holders of