<PAGE>

                                                                     EXHIBIT 3.1

[THE SEAL OF THE SECRETARY OF STATE OF OHIO]

                         PRESCRIBED BY J. KENNETH BLACKWELL
                            Ohio Secretary of State
                          Central Ohio: (614) 466-3910
                   Toll Free: 1-877-SOS-FILE (1-877-767-3453)

                                      EXPEDITE THIS FORM: (SELECT ONE)
                                      MAIL FORM TO ONE OF THE FOLLOWING:
                                               PO Box 1390
                                      [X] Yes
                                               Columbus, OH 43216
                                      *** REQUIRES AN ADDITIONAL FEE OF $100 ***

                                               PO Box 1028
                                      [ ] No
                                               Columbus, OH 43216

www.state.oh.us/sos
-------------------
e-mail: busserv@sos.state.oh.us


                           CERTIFICATE OF AMENDMENT BY
                             SHAREHOLDERS OR MEMBERS
                                   (Domestic)
                                Filing Fee $50.00

(CHECK ONLY ONE (1) BOX)
(1) Domestic for Profit   PLEASE READ INSTRUCTIONS  (2)Domestic Non-Profit

[X] Amended               [ ] Amendment             [ ] Amended    [ ] Amendment
   (122-AMAP)                 (125-AMDS)                (126-AMAN)     (128-AMD)

COMPLETE THE GENERAL INFORMATION IN THIS SECTION FOR THE BOX CHECKED ABOVE.

Name of Corporation      Advanced Lighting Technologies, Inc.

Charter Number           904931

Name of Officer          Christopher F. Zerull

Title                    Vice President


[ ] Please check if additional provisions attached.

The above named Ohio corporation, does hereby certify that:

[ ] A meeting of the     [ ] shareholders   [ ] directors (NON-PROFIT AMENDED
                                                ARTICLES ONLY)

[ ] members was duly called and held on  _____________________________
                                                  (Date)

at which meeting a quorum was present in person or by proxy, based upon the
quorum present, an affirmative vote was cast which entitled them to exercise
______________ % as the voting power of the corporation.

[X] In a writing signed by all of the   [X] shareholders  [ ] directors
                                                             (NON-PROFIT AMENDED
                                                              ARTICLES ONLY)

[ ] members who would be entitled to the notice of a meeting or such other
    proportion not less than a majority as the articles of regulations or
    bylaws permit.

CLAUSE APPLIES IF AMENDED BOX IS CHECKED.

Resolved, that the following amended articles of incorporations be and the same
are hereby adopted to supercede and take the place of the existing articles of
incorporation and all amendments thereto.

541                             Page 1 of 2

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ALL OF THE FOLLOWING INFORMATION MUST BE COMPLETED IF AN AMENDED BOX IS CHECKED.
IF AN AMENDMENT BOX IS CHECKED, COMPLETE THE AREAS THAT APPLY.

FIRST: The name of the corporation is: Advanced Lighting Technologies, Inc.

SECOND: The place in the State of Ohio where its principal office is located is
        in the City of:

       Solon                                                Cuyahoga
       ------------------------------            -------------------------------
       (city, village or township)                          (county)

THIRD: The purposes of the corporation are as follows:

       See attached Exhibit A

FOURTH: The number of shares which the corporation is authorized to have
        outstanding is: See attached Exhibit A

                           (DOES NOT APPLY TO BOX (2))

        REQUIRED             /s/ CHRISTOPHER F. ZERULL               11/12/2004
Must be authenticated        --------------------------------------  -----------
(SIGNED) by an authorized    Authorized Representative               Date
representative
  (SEE INSTRUCTIONS)         Christopher F. Zerull, Vice President
                             --------------------------------------
                             (Print Name)

                             --------------------------------------

                             --------------------------------------

                             --------------------------------------  -----------
                             Authorized Representative               Date

                             --------------------------------------
                             (Print Name)

                             --------------------------------------

                             --------------------------------------

541                             Page 2 of 2

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                                    EXHIBIT A

                                       TO

                               AMENDED & RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                      ADVANCED LIGHTING TECHNOLOGIES, INC.

            THIRD (CONTINUED): to engage in any lawful act or activity for which
corporations may be formed under Sections 1701.01 to 1701.98, inclusive, of the
Ohio Revised Code.

            FOURTH (CONTINUED): eighty million (80,000,000) shares of common
stock, par value one thousandth of one cent ($.001), and one million
(1,000,000)(1) shares of preferred stock, par value one thousandth of one cent
($.001). Any and all shares so issued, the consideration for which, as fixed by
the incorporator or the Board of Directors, has been paid or delivered, shall be
fully paid and nonassessable. The shares of each class shall have the following
express terms:

            PART A: SERIES OF PREFERRED SHARES.

            1. RIGHTS OF DIRECTORS TO ADOPT AMENDMENTS IN RESPECT OF PREFERRED
SHARES. The Board of Directors is hereby authorized to adopt amendments to this
Article FOURTH in respect of any unissued Preferred Shares (whether or not
previously designated as shares of a particular series and including Preferred
Shares of any series issued and thereafter acquired by the Corporation), to the
full extent permitted by the Ohio Revised Code, creating one or more series of
Preferred Shares and, with respect to each such series, fix or change, in whole
or in part, the express terms (within the limits set forth in Sections 1701.01
through 1701.99 of the Ohio Revised Code) of (a) any class of shares before the
issuance of any shares of that class or (b) one or more series within a class
before the issuance of any shares of that series.

            2. PREFERRED SHARES, GENERALLY. All shares of any series shall be
identical in all respects, except that the shares of any one series issued at
different times may differ as to the dates from which dividends or distributions
thereon shall be cumulative. Preferred Shares shall have equal rank and priority
with respect to the payment of dividends and shall be identical in all respects
except as permitted by the foregoing provision of this Part A. Nothing contained
herein shall be construed to limit or restrict in any way the rights in respect
of unissued shares of any class or series granted to the Board of Directors by
the laws of Ohio now or hereafter in force.

            3. EXPRESS TERMS OF SERIES A PREFERRED SHARES.

      a. Designation. Pursuant to the authority granted to the Corporation's
      Board of Directors by Paragraph 1 of Part A of this Article Fourth, the
      Board of Directors has

----------
(1)Less 761,250 shares previously issued and cancelled.

<PAGE>

      authorized a series of Preferred Stock for the Corporation designated as
      "SERIES A PREFERRED STOCK" and referred to herein as "SERIES A STOCK."

      b. Number. The number of shares constituting the Series A Stock shall be
      35,000.

      c. Rank. The Series A Stock shall, with respect to dividend rights, rights
      on liquidation, dissolution or winding-up, rank prior to all classes of
      the Corporation's common stock, par value $0.001 per share ("COMMON
      STOCK"). All equity securities of the Corporation to which Series A Stock
      ranks prior (whether with respect to dividends or upon liquidation,
      dissolution, winding-up or otherwise), including the Common Stock, are
      collectively called the "JUNIOR SECURITIES." All equity securities of the
      Corporation with which the Series A Stock ranks on a parity (whether with
      respect to dividends or upon liquidation, dissolution, winding-up or
      otherwise) are collectively the "PARITY SECURITIES." The respective
      definitions of Junior Securities or Parity Securities shall also include
      any rights or options exercisable for or convertible into any of the
      Junior Securities and Parity Securities.

      d. Dividend Rights. The holders of the outstanding Series A Stock shall be
      entitled to receive, when, as and if declared by the Board of Directors
      out of funds legally available for the payment of dividends, cash
      dividends, at the dividend rate of 8% per share per annum. Such dividends
      shall accrue on each such share from the date of its original issuance and
      shall accrue from day to day. Dividends on Series A Stock shall be
      cumulative, so that, if any such dividend or dividends shall not have been
      declared and paid when due, the deficiency shall be declared for all
      outstanding shares of Series A Stock before the Corporation declares, pays
      or sets apart for payment any dividends (except for dividends paid in
      shares of, or options, warrants or rights to subscribe for or purchase
      shares of, Junior Securities) on its Junior Securities or Parity
      Securities.

      e. Liquidation Rights. Upon any liquidation, dissolution or winding-up of
      the Corporation, whether voluntary or involuntary, the Series A Stock
      shall be entitled, before any payment or distribution of the Corporation's
      assets (whether capital or surplus) is made or set apart for the holders
      of Junior Securities, to be paid the sum of one thousand dollars
      ($1,000.00) per share of Series A Stock plus an amount equal to all
      dividends which have been declared but which remain unpaid to the date of
      the final distribution to such holders. In case the net assets of the
      Corporation, or any proceeds thereof, are insufficient to pay in full all
      outstanding shares of Series A Stock and any other Parity Securities the
      amount to which they are respectively entitled, then the entire net assets
      of the Corporation shall be distributed ratably to all outstanding shares
      of Series A Stock and any such other Parity Securities.

      Notwithstanding anything else in the Corporation's Articles of
      Incorporation, a liquidation, dissolution or winding-up, voluntary or
      involuntary, of the Corporation shall (in addition to any circumstance
      normally regarded as a "liquidation," "dissolution" or "winding-up") also
      be deemed to have occurred upon:

            (i)   the acquisition of the Corporation by any one or more other
                  entities by means of any transaction or series of related
                  transactions (including, without limitation, any
                  reorganization, conversion, merger or consolidation, whether
                  of the Corporation with or into any other

                                        2
<PAGE>

                  corporation or of any other corporation with or into the
                  Corporation, but excluding any merger effected exclusively for
                  the purpose of changing the domicile of the Corporation); or

            (ii)  a sale of all or substantially all of the assets of the
                  Corporation;

      provided that a consolidation or merger as a result of which the holders
      of capital stock of the Corporation immediately before such merger or
      consolidation possess (by reason of such holdings) fifty percent (50%) or
      more of the voting power of the Corporation surviving such merger or
      consolidation (or other corporation which is the issuer of the capital
      stock into which the capital stock of the Corporation is converted or
      exchanged in such merger or consolidation) shall not be treated as a
      liquidation, dissolution or winding-up, voluntary or involuntary, of the
      Corporation within the meaning of this Subparagraph (e).

      f. Voting.

            (i)   Voting with Other Shares. Each share of the Series A Stock (1)
                  shall be entitled to one vote or consent per share on all
                  matters submitted for a vote or consent (whether or not at a
                  meeting) of any one or more classes of the shareholders of the
                  Corporation, (2) shall be entitled to one vote for each share
                  of the Series A Stock entitled to vote or consent at such
                  meeting, (3) shall be entitled to notice of any shareholder's
                  meeting or consent solicitation in accordance with the
                  Articles of Incorporation, as amended, and Code of Regulations
                  of the Corporation, and (4) shall be entitled to vote or
                  consent with the holders of the Common Stock on all matters
                  submitted for a vote or consent of holders of Common Stock. If
                  the Corporation at any time after the date of issuance of the
                  Series A Stock pays any dividend on Common Stock in shares of
                  Common Stock or effects a subdivision or combination of the
                  outstanding shares of Common Stock (by reclassification or
                  otherwise) into a greater number of shares of Common Stock,
                  then in each such case the number of votes or consents to
                  which holders of Series A Stock were entitled immediately
                  prior to such event under clause (2) of the preceding sentence
                  of this subparagraph (f)(i) shall be adjusted by multiplying
                  such amount by a fraction the numerator of which is the number
                  of shares of Common Stock outstanding immediately after such
                  event and the denominator of which is the number of shares of
                  Common Stock that were outstanding immediately prior to such
                  event.

            (ii)  Actions Requiring Vote or Consent of Series A Stock. The
                  Corporation shall not at any time, except with the written
                  consent of the holders of a majority of the outstanding shares
                  of Series A Stock or the affirmative vote of the holders of at
                  least a majority of the outstanding shares of Series A Stock
                  at a meeting of the holders of Series A Stock duly called for
                  such purpose, (1) authorize any class of stock ranking prior
                  to the Series A Stock either as to rights on liquidation or as
                  to dividends, or (2) amend, alter or repeal (by merger,
                  consolidation, combination, reclassification or otherwise) its
                  Articles of Incorporation or the Code of Regulations, as the
                  foregoing may have theretofore been duly amended, so as to
                  adversely affect the relative rights,

                                        3
<PAGE>

                  powers, preferences or limitations of the shares of the Series
                  A Stock provided that any such amendment that changes the
                  dividend payable on or the liquidation preference of the
                  Series A Stock requires the affirmative vote at a meeting of
                  Series A Stock duly called for such purpose or written consent
                  of the holder of each share of Series A Stock. No separate
                  vote or consent of the Series A Stock shall be required in
                  connection with the authorization of, or the increase of the
                  total number of authorized shares of, any Parity Securities or
                  Junior Securities to the Series A Stock as to rights on
                  liquidation and as to dividends.

      g. Redemption.

            (i)   Redemption at the Holder's Option. Subject to the final
                  sentence of this Subparagraph (g)(i), each holder of Series A
                  Stock may require the Corporation to redeem, and upon written
                  notice from such holder, the Corporation shall redeem, all of
                  the outstanding shares of Series A Stock from funds lawfully
                  available therefor, concurrently with or within twenty-one
                  (21) days after, the consummation of any of the following
                  events (each a "Redemption Event"): (1) a public offering of
                  shares of Common Stock of the Corporation, or of securities
                  convertible into or exchangeable for shares of Common Stock,
                  pursuant to the Securities Act of 1933, (2) a reorganization,
                  merger or consolidation with one or more other corporations as
                  a result of which the Corporation is not the surviving
                  corporation or the Corporation survives as a subsidiary (at
                  least majority owned) of another corporation, or (3) the sale
                  of substantially all of the assets and property of the
                  Corporation to another corporation. Notwithstanding the
                  foregoing sentence, the Corporation shall not be required to
                  redeem any Series A Stock from any holder if holders who own
                  in the aggregate more than fifty percent (50%) of the
                  outstanding shares of Series A Stock waive the right to
                  redemption in connection with the transaction or event giving
                  rise to such right.

            (ii)  Redemption at the Corporation's Option. To the extent the
                  Corporation has funds legally available for such payment, and
                  the Board of Directors determines, in its sole discretion, to
                  recapitalize the debt or equity of the Corporation, or both,
                  and, as part of such recapitalization, to redeem the Series A
                  Stock, the Corporation, at its option, exercised under
                  authority of its Board of Directors, may redeem all (but not
                  less than all) of the outstanding shares of Series A Stock at
                  a redemption price of one thousand dollars ($1000.00) per
                  share, plus accrued and unpaid dividends thereon to the
                  redemption date, in cash without interest.

            (iii) Procedure. The following procedure shall apply to redemptions
                  of Series A Stock:

                  (1)   In any redemption of Series A Stock, the Corporation
                        shall pay therefor in cash per share the sum of one
                        thousand dollars ($1000.00) plus an amount equal to all
                        declared or accumulated dividends thereon accrued and
                        unpaid, whether declared or not, to and including the
                        date fixed for

                                        4
<PAGE>

                        redemption, said sum being sometimes hereinafter called
                        the "redemption price."

                  (2)   Notice of any proposed redemption shall be mailed by the
                        Corporation, postage prepaid, not less than thirty (30)
                        days nor more than sixty (60) days prior to the date
                        fixed for redemption, to each holder of record of shares
                        of Series A Stock, at such holder's address as shown on
                        the records of the Corporation or given by such holder
                        to the Corporation for the purpose of notice, or, if no
                        such address appears or is given, at the place where the
                        principal office of the Corporation is located. Such
                        notice shall state the (A) date fixed for redemption,
                        (B) the redemption price, (C) shall call upon each
                        holder of shares of Series A Stock to surrender to the
                        Corporation on said date at the place designated in the
                        notice such holder's certificate or certificates
                        representing the shares to be redeemed, and (D) that
                        dividends on the shares to be redeemed will cease to
                        accrue dividends on such date fixed for redemption.

                  (3)   On or after the date fixed for redemption and stated in
                        such notice, each holder of Series A Stock shall
                        surrender the certificate evidencing such shares to the
                        Corporation at the place designated in such notice and
                        shall thereupon be entitled to receive payment of the
                        redemption price. If such notice of redemption shall
                        have been duly given, and, if, on the date fixed for
                        redemption, funds necessary for the redemption are
                        available therefor, then, notwithstanding that the
                        certificates evidencing the Series A Stock called for
                        redemption shall not have been surrendered, the
                        dividends with respect to such shares shall cease to
                        accrue after such date, and all rights of the holders
                        thereof as shareholders of the Corporation (except the
                        right to receive from the Corporation the redemption
                        price) shall terminate on said date. If fewer than all
                        the Shares represented by any such certificate are
                        redeemed, a new certificate shall be issued representing
                        the unredeemed shares without cost to the holder
                        thereof.

                  (4)   If, on or prior to any date fixed for redemption of
                        Series A Stock, the Corporation deposits with any bank
                        or trust company in the State of New York, as a trust
                        fund, a sum sufficient to redeem, on the date fixed for
                        redemption thereof, the Series A Stock called for
                        redemption, with irrevocable instructions and authority
                        to pay, on or after the date fixed for redemption, the
                        redemption price of such shares to their respective
                        holders upon surrender of their share certificates, and
                        if the notice described above designates such bank or
                        trust company as the place to which such certificates
                        are to be surrendered, such deposit shall constitute
                        full payment of the redemption price of the shares to be
                        redeemed, and, from and after the date fixed for
                        redemption, such shares shall no longer be outstanding,
                        and the holders thereof shall cease to be shareholders
                        with respect to such shares and shall have no rights
                        with respect thereto except the right to receive from
                        the bank or trust company payment of the redemption
                        price of such shares, without interest, upon surrender
                        of their certificates therefor. If the holders of Series
                        A Stock so called for redemption shall not have claimed
                        any funds so deposited prior to the end

                                        5
<PAGE>

                        of six years from the date fixed for redemption of such
                        shares, such bank or trust company shall subject to the
                        mandatory requirements of any applicable law regarding
                        abandoned or unclaimed property, thereupon pay over to
                        the Corporation such unclaimed funds, and such bank or
                        trust company shall thereafter be relieved of all
                        responsibility in respect thereof to such holders, and
                        such holders shall look only to the Corporation for
                        payment of the redemption price.

      h. Reports. So long as any of the Series A Stock is outstanding, the
      Corporation will furnish the holders thereof with the quarterly and annual
      financial reports that the Corporation is required to file with the
      Securities and Exchange Commission pursuant to Sections 13 or 15(d) of the
      Securities Exchange Act of 1934 or, if the Corporation is not required to
      file such reports, reports containing the same financial information as
      would be required in such reports.

      i. General Provisions.

            (i)   The term "outstanding", when used with reference to shares of
                  stock, shall mean issued shares, excluding shares held by the
                  Corporation or a subsidiary of the Corporation.

            (ii)  The Series A Stock redeemed pursuant to Subparagraph 3(g), and
                  any Series A Stock which may be surrendered to or acquired by
                  the Corporation upon conversion, exchange, purchase or
                  otherwise, shall revert to the status of authorized and
                  unissued shares of the class of preferred stock authorized
                  under the preamble paragraph of this Article Fourth and
                  undesignated as to series and may be redesignated and reissued
                  as part of any series of preferred stock as the Board of
                  Directors may determine.

            (iii) The headings of the sections of these resolutions are for
                  convenience of reference only and shall not define, limit or
                  affect any of the provisions hereof.

            PART B: EXPRESS TERMS OF THE COMMON SHARES

            1. SUBJECT TO PREFERRED SHARES. The Common Shares shall be subject
to the express terms of the Preferred Shares.

            2. RIGHT TO DIVIDENDS. Subject to any rights to receive dividends to
which the holders of shares of outstanding Preferred Shares, if any, may be
entitled, the holders of shares of Common Shares shall be entitled to receive
dividends, if and when declared, payable from time to time by the Board of
Directors from any funds legally available there for.

            3. VOTING. Each outstanding share of Common Shares of the
Corporation shall entitle the holder thereof to one (1) vote and, except as
otherwise stated or expressed in a resolution or resolutions adopted by the
Board of Directors providing for the issuance of any Preferred Shares or as
otherwise provided by law, the exclusive voting power for all purposes shall be
vested in the holders of the Common Shares.

                                        6
<PAGE>

            FIFTH: A. The number of Directors of the Corporation, none of whom
need be shareholders, shall be not less than three (3) nor more than ten (10).
Initially, the number of Directors of the Corporation shall be fixed at three
(3). By the majority vote of the Directors then in office, the number of persons
which shall constitute the Board of Directors for each ensuing year shall be
fixed, and may from time-to-time be increased or decreased.

                  B. Each Director shall serve for a term ending on the date of
the annual meeting following the annual meeting at which such Director was
elected.

                  C. In the event of any increase or decrease in the authorized
number of Directors, each Director then serving as such shall nevertheless
continue as a Director until the expiration of his or her current term or his or
her prior death, retirement, resignation, or removal;

                  D. Notwithstanding any of the foregoing provisions of this
Article FIFTH, each Director shall serve until his or her successor is elected
and qualified or until his or her death, retirement, resignation or removal.
Should a vacancy occur or be created, whether arising through death, resignation
or removal of a Director or through an increase in the number of Directors, such
vacancy shall be filled by action of a majority of the Directors in office. A
Director so elected to fill a vacancy shall serve until his or her successor is
elected and qualified or until his or her death, retirement, resignation or
removal.

                  E. Shareholders may remove directors of the Corporation only
for cause. "Cause" for the removal of a Director by the shareholders shall exist
only upon the occurrence of one (1) of the following events: (1) the conviction
of the Director of a felony; or (2) a finding by a court of law that the
Director has been or is guilty of negligence or misconduct in the performance of
his duties as a Director of the Corporation. A majority of the Directors may
remove a Director with or without cause.

                  F. Nominations for the election of Directors shall be made in
accordance with the Regulations.

                  G. Wherever the term "Board of Directors" is used in these
Articles of Incorporation, such term shall mean the Board of Directors of the
Corporation; provided, however, that, to the extent any committee of directors
of the Corporation is lawfully entitled to exercise the powers of the Board of
Directors, such committee, to the extent provided by resolution of the Board of
Directors or the Regulations, may exercise any power or authority of the Board
of Directors under the Articles of Incorporation in the management of the
business and affairs of the Corporation (including, without limitation, the
declaration of a dividend or the authorization of the issuance of any shares of
Common Shares or Preferred Shares) other than the authority of filling vacancies
in the Board of Directors or in any committee thereof.

            SIXTH: No holder of shares of any class shall be entitled as such to
subscribe for or purchase shares of any class now or hereafter authorized, or
securities convertible into or exchangeable for such shares, or securities to
which there are attached or appertained any warrants or rights entitling the
holder thereof to subscribe for or purchase such shares.

            SEVENTH: The Corporation may purchase from time to time shares of
any class issued by it, upon agreement with the holder thereof. Such purchases
may be made either in the

                                        7
<PAGE>

open market or at private or public sale, in such manner and amount, from the
holder or holders of outstanding shares of the Corporation, and at such prices
and upon such terms as the Board of Directors shall, from time to time,
determine. Unless a different procedure is established in a written agreement
among the Corporation and all of the shareholders of the Corporation, the Board
of Directors is hereby empowered to authorize such purchases from time to time
without any vote of the holders of any class of shares authorized and
outstanding at the time of any such purchases.

            EIGHTH: A Director of the Corporation shall not be disqualified by
his office from dealing or contracting with the Corporation either as a seller,
purchaser or otherwise, nor shall any contract, or transaction be void or
voidable with respect to the Corporation for the reason that it is between the
Corporation and one or more of its Directors or officers, or between the
Corporation and any other person in which one or more of its Directors or any
officers are directors, trustees, or officers, or have a financial or personal
interest, or for the reason that one or more interested Directors or officers
participate in or vote at the meeting of the Directors or a committee thereof
which authorizes such contract or transaction, if in any such case (a) the
material facts as to his or their relationship or interests and as to the
contract or transaction are disclosed or are known to the Directors or the
committee and the Directors or committee, in good faith reasonably justified by
such facts, authorize the contract or transaction by the affirmative vote of a
majority of the disinterested Directors, even though the disinterested Directors
constitute less than a quorum; or (b) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the shareholders entitled to vote thereon and the contract or
transaction is specifically approved at a meeting of the shareholders held for
such purpose by the affirmative vote of the holders of shares entitling them to
exercise a majority of the voting power of the Corporation held by persons not
interested in the contract or transaction; or (c) the contract or transaction is
fair as to the Corporation as of the time it is authorized or approved by the
Directors, a committee thereof, or the shareholders. Common or interested
Directors may be counted in determining the presence of a quorum at a meeting of
the Directors, or a committee thereof which authorizes the contract or
transaction.

            NINTH: The Court of Common Pleas of the county in which this
Corporation maintains its principal office is hereby authorized to order the
appointment of a provisional Director for this Corporation, in accordance with
the provisions of Sections 1701.56 and 1701.911 of the Ohio Revised Code.

            TENTH: No holder of shares of the Corporation shall have the right
to cumulate the vote of such shares in the election of Directors.

            ELEVENTH: Whenever, under the laws of the State of Ohio, now or
hereafter in effect, action is authorized or required to be taken by the vote or
consent of the holders of shares entitling them to exercise two-thirds of the
voting power of the Corporation or of any class or classes of shares thereof,
such action shall be effected by the vote, consent or authorization of the
holders of shares entitling them to exercise a majority of such voting power,
unless a greater proportion of votes is made mandatory for such particular
action by the laws of the State of Ohio.

            TWELFTH: Section 1701.831 of the Ohio Revised Code shall not apply
to control share acquisitions of shares of the Corporation.

            THIRTEENTH: The Corporation shall be prohibited from issuing
nonvoting

                                        8
<PAGE>

equity securities to the extent, and only to the extent, required by section
1123(a)(6) of the United States Bankruptcy Reform Act of 1978, as codified in
Title 11 of the United States Code, 11. U.S.C. Sections 101-1330, as in effect
on the date hereof.

                                        9