<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                                     Exhibit 3.6

<TABLE>
<S>               <C>                                              <C>
                       PRESCRIBED BY J. KENNETH BLACKWELL          ------------------------------------------
                             Ohio Secretary of State               EXPEDITE THIS FORM: (Select One)
Secretary of State        Central Ohio: (614) 466-3910             ------------------------------------------
                   Toll Free: 1-877-SOS-FILE (1-877-767-3453)      MAIL FORM TO ONE OF THE FOLLOWING:
                                                                   ------------------------------------------
                                                                             PO Box 1390
                                                                   [X] Yes
www.state.oh.us/sos                                                          Columbus, OH 43216
e-mail: busserv@sos.state.oh.us                                    *** REQUIRES AN ADDITIONAL FEE OF $100 ***
                                                                   ------------------------------------------
                                                                             PO Box 1028
                                                                   [ ] No
                                                                             Columbus, OH 43216
                                                                   ------------------------------------------



                      CERTIFICATE OF AMENDMENT BY DIRECTORS
                          OR INCORPORATORS TO ARTICLES
                                   (Domestic)
                                Filing Fee $50.00


(CHECK ONLY ONE (1) BOX)
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(1) [X] Amendment by Directors               (2) [ ] Amendment by Incorporators
    [ ] Amended by Directors   (123-AMDD)        [ ] Amended by Incorporators      (124-AMDI)

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COMPLETE THE GENERAL INFORMATION IN THIS SECTION FOR THE BOX CHECKED ABOVE.
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Name of Corporation                   Advanced Lighting Technologies, Inc.
                                      -------------------------------------------------------

Charter Number                        904931
                                      -------------------------------------------------------

[X]  Please check if additional provisions attached hereto are incorporated herein and made a
     part of these articles of organization.
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COMPLETE THE INFORMATION IN THIS SECTION IF BOX (1) IS CHECKED.
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Name and Title of Officer      Christopher F. Zerull                   Vice President
                               -----------------------------     ---------------------------
                               (name)                                    (title)

(CHECK ONLY ONE (1) BOX)

   [X] A meeting of the directors was duly called and held on         December 8, 2003
                                                                  ---------------------------
                                                                           (Date)

   [ ] In an writing signed by all the Directors pursuant to section 1701.54 of the ORC

The following resolution was adopted pursuant to section 1701.70(B)       1       of the ORC:
                                                                     -----------
                                                             (Insert proper paragraph number)

       See attached Exhibit A
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</TABLE>



<PAGE>
--------------------------------------------------------------------------------
COMPLETE THE INFORMATION IN THIS SECTION IF BOX (2) IS CHECKED.
--------------------------------------------------------------------------------

WE, the undersigned, being all of the incorporators of the above named
corporation, do certify that the subscriptions to shares have not been received
and the initial directors are not named in the articles. We hereby have elected
to amend the articles as follows:

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          REQUIRED
Must be authenticated (SIGNED)
by an authorized representative
     (SEE INSTRUCTIONS)

                                  -------------------------    -----------------
                                  /s/ Christopher F. Zerull    December 10, 2003
                                  -------------------------    -----------------
                                  Authorized Representative           Date


                                  Christopher F. Zerull
                                  -------------------------
                                  (Print Name)

                                  Vice President
                                  -------------------------

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


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

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


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

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

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

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

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


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

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

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



<PAGE>
                                    EXHIBIT A

                  (AMENDMENT TO PART A OF ARTICLE FOURTH OF THE
             SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION)

     Pursuant to a Certificate of Amendment to the Second Amended and Restated
Articles of Incorporation of the Corporation filed with the Ohio Secretary of
State on October 6, 1999 (the "PRIOR PREFERRED STOCK DESIGNATION"), Part A of
Article Fourth of said Amended and Restated Articles of Incorporation were
amended to add as a new Paragraph 3 to said Part A provisions setting forth the
terms for a series of preferred stock of the Corporation entitled "Series A
Convertible Preferred Shares" as duly determined, fixed and approved by the
Corporation's Board of Directors in exercise of the authority to do so reserved
unto said Board pursuant to Section 1701.70(B)(1) of the Ohio Revised Code and
Part A, Paragraph 1 of said Article Fourth. The Corporation has, pursuant to the
Prior Preferred Stock Designation, issued 761,250 Series A Convertible Preferred
Shares, all of which Series A Convertible Preferred Shares are being cancelled.
In further exercise of the authority to do so reserved unto said Board pursuant
to Section 1701.70(B)(1) of the Ohio Revised Code and Part A, Paragraph 1 of
said Article Fourth, the Corporation's Board of Directors has duly determined
and adopted the following provisions as the express terms of a new series of
"Series A Preferred Stock", which provisions shall supersede and replace in
their entirety the terms and provisions of Paragraph 3 of Part A of said Article
Fourth as heretofore in effect pursuant to the Prior Preferred Stock
Designation; TO WIT, Paragraph 3 of Article Fourth, Part A of the Corporation's
Second Amended and Restated Articles of Incorporation, as heretofore amended and
in effect, shall, effective upon the filing with the Ohio Secretary of State of
a Certificate of Amendment to the Corporation's Second Amended and Restated
Articles of Incorporation setting forth the same, be further amended by amending
and restating said Paragraph 3 in its entirety to read as follows:

                 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 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
     29,000.

     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



<PAGE>
     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, whether or not earned or declared. Dividends
     on Series A Stock shall be cumulative, so that, if any such dividend or
     dividends shall not have been paid when due, the deficiency shall be fully
     paid or declared and set aside for all outstanding shares of Series A Stock
     before the Corporation declares, pays or sets apart for payment any
     dividends or other distributions (except dividends or distributions 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 to 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 accrued but unpaid
     dividends (whether or not earned or declared) which have accrued thereon to
     the date of 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 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






                                      A-2

<PAGE>

               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, 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.







                                      A-3
<PAGE>

     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 Company 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
                    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





                                      A-4
<PAGE>

                    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 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.




                                      A-5
<PAGE>

     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.



                               [End of Provisions]







                                      A-6