**Exhibit 3.1**

 

**RESTATED CERTIFICATE OF INCORPORATION**

**OFITERIS, INC.**

 

Iteris, Inc., a corporation organized andexisting under the laws of the State of Delaware, hereby certifies as follows:

 

I.              Theoriginal certificate of incorporation of this corporation was filed with theSecretary of State of the State of Delaware on July 13, 1987 under thename Odetics, Inc.

 

II.            ThisRestated Certificate of Incorporation restates and integrates and does notfurther amend the provisions of the corporation’s certificate of incorporationas heretofore amended or supplemented, and there is no discrepancy between suchprovisions and the provisions of this Restated Certificate ofIncorporation.  The restatement of thecertificate of incorporation of the corporation, as heretofore amended orsupplemented, has been duly approved by the directors of the corporation inaccordance with Section 245 of the General Corporation Law of the State ofDelaware.

 

III.           Thecertificate of incorporation of the corporation, as heretofore amended orsupplemented, is hereby restated to read in full as follows:

 

FIRST:            Thename of the corporation is Iteris, Inc. (the “Corporation”).

 

SECOND:       Theaddress of the registered office of the Corporation in the State of Delaware is32 W. Loockerman Street, Suite 201, in the City of Dover, County ofKent.  The name of the Corporation’sregistered agent at that address is Registered Agent Solutions, Inc.

 

THIRD:           Thepurpose of the Corporation is to engage in any lawful act or activity for whichcorporations may now or hereafter be organized under the General CorporationLaw of the State of Delaware.

 

FOURTH:

 

# A.            The total number ofshares of stock which the Corporation shall have authority to issue is72,000,000, consisting of 70,000,000 shares of Common Stock, par value $0.10per share (the “Common Stock”), and 2,000,000 shares of Preferred Stock, parvalue $1.00 per share (the “Preferred Stock”).

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# B.            Shares of PreferredStock may be issued from time to time in one or more classes or series, each ofwhich class or series shall have such distinctive designation or title as shallbe fixed by resolution of the Board of Directors of the Corporation (the “Boardof Directors” or the “Board”) prior to the issuance of any shares thereof.  Each such class or series of Preferred Stockshall have such voting powers, full or limited, or no voting powers, and suchpreferences and relative, participating, optional or other special rights, andsuch qualifications, limitations or restrictions thereon, as shall be stated insuch resolution providing for the issuance

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# of such class orseries of Preferred Stock as may be adopted from time to time by the Board ofDirectors prior to the issuance of any shares thereof pursuant to the authorityhereby expressly vested in it, all in accordance with the laws of the State ofDelaware.  The Board of Directors isfurther authorized to increase or decrease (but not below the number of sharesof such class or series then outstanding) the number of shares of any class orseries subsequent to the issuance of shares of that class or series.

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# C.            Common StockVoting Rights.  The holder of eachshare of Common Stock shall have the right to one vote per share and shall beentitled to vote upon such matters and in such manner as may be provided by lawor by this Restated Certificate of Incorporation or by the Bylaws of theCorporation.

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FIFTH:           Infurtherance and not in limitation of the powers conferred by statute andsubject to Article Sixth hereof, the Board of Directors is expresslyauthorized to adopt, repeal, rescind, alter or amend in any respect the Bylawswith the exception that a bylaw specifying or changing a fixed number ofdirectors or the maximum or minimum number of directors or changing from afixed to a variable board may be adopted only by approval of a majority of theoutstanding shares of each class of common stock; provided, however, that anamendment reducing the number of directors to a number less than five cannot beadopted if the votes cast against its adoption at a meeting, or the shares notconsenting in the case of action by written consent, are equal to more than16-2/3% of the outstanding shares entitled to vote.

 

SIXTH:           NotwithstandingArticle Fifth hereof, the Bylaws may be adopted, repealed, rescinded,altered or amended in any respect by the stockholders of the Corporation, or bythe affirmative vote of a majority of the voting power of all outstandingshares, regardless of class and voting together as a single voting class subjectto the terms of Article Fourth hereof.

 

SEVENTH:     The business andaffairs of the corporation shall be managed by and under the direction of theBoard of Directors.  Except as mayotherwise be provided in this Restated Certificate of Incorporation, the exactnumber of directors of the Corporation shall be determined from time to time bya Bylaw or amendment thereto.

 

EIGHTH:        Directorsshall be elected at each annual meeting of stockholders and may be elected atany special meeting of stockholders called for that purpose, to serve until thenext annual meeting of stockholders and until their respective successors areelected, unless they shall sooner resign, become disqualified or disabled or beremoved from office.  A director or theentire Board of Directors may be removed with or without cause by theaffirmative vote of the holders of a majority of the securities entitled tovote for each director, provided that (if less than the entire number ofdirectors elected by a particular class of securities is removed) the sharesvoted against such removal would not be sufficient to elect the director ordirectors in any election involving cumulative voting by stockholders.  A director may be removed for cause by theCourt of Chancery in a suit by stockholders holding at least 10% of theoutstanding shares of any class.

 

Additional directors elected pursuant to Article Fourth,Paragraph B hereof in connection with the rights to elect such additionaldirectors under specified circumstances which may be granted to the holders ofany class or series of Preferred Stock shall serve for such term or terms andpursuant to such other provisions as are specified in the resolution of theBoard of Directors establishing such class or series.

 

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NINTH:           Exceptas may otherwise be provided pursuant to Article Fourth, Paragraph Bhereof in connection with rights to elect additional directors under specifiedcircumstances which may be granted to the holders of any class or series ofPreferred Stock, newly created directorships resulting from any increase in thenumber of directors, or any vacancies on the Board of Directors resulting fromdeath, resignation, removal or other causes, shall be filled solely by theaffirmative vote of a majority of the remaining directors then in office, eventhough less than a quorum of the Board of Directors.  Any director elected in accordance with thepreceding sentence shall hold office for the remainder of the full term of thedirectorship which was newly created or as to which the vacancy occurred anduntil such director’s successor shall have been elected and qualified or untilsuch director’s death, resignation or removal, whichever first occurs.

 

TENTH:           Exceptas may otherwise be provided pursuant to Article Fourth, Paragraph Bhereof in connection with rights to elect additional directors under specifiedcircumstances which may be granted to holders of any class or series ofPreferred Stock, any director may be removed from office by the affirmativevote of a majority of the voting power of all outstanding shares of stockentitled to vote in connection with the election of such director, regardlessof class and voting together as a single voting class.

 

ELEVENTH:    At any meeting ofstockholders, the stockholders’ vote may be by voice vote or by ballot;provided, however, that any election for directors must be by ballot ifdemanded by any stockholder before the voting has begun.

 

At a stockholders’ meeting at which directors are tobe elected, any stockholder shall be entitled to cumulate votes (*i.e.*, cast for any one or more candidatesa number of votes greater than the number of the stockholder’s shares) only ifthe candidates’ names have been placed in nomination prior to commencement ofthe voting and a stockholder has given notice prior to commencement of thevoting of the stockholder’s intention to cumulate votes.  If any stockholder has given such a notice,then every stockholder entitled to vote may cumulate votes for candidates innomination and give one candidate a number of votes equal to the number ofdirectors to be elected multiplied by the number of votes to which thatstockholder’s shares are entitled, or distribute the stockholder’s votes on thesame principle among any or all of the candidates, as the stockholder thinksfit.  The candidates receiving thehighest number of votes, up to the number of directors to be elected, shall beelected.

 

TWELFTH:

 

# A.            The Corporationshall indemnify to the full extent authorized or permitted by the GeneralCorporation Law of the State of Delaware or any other applicable law aspresently or hereafter in effect any person made, or threatened to be made, adefendant or witness to any action, suit or proceeding (whether civil orcriminal or otherwise) by reason of the fact that he, his testator orintestate, is or was a director or officer of the Corporation or by reason ofthe fact that such director or officer, at the request of the Corporation, isor was serving any other corporation, partnership, joint venture, trust,employee benefit plan or other enterprise, in any

 

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# capacity.  Nothing contained herein shall affect anyrights to indemnification to which employees other than directors and officersmay be entitled by law.  No amendment orrepeal of this Paragraph A of Article Twelfth shall apply to or have anyeffect on any right to indemnification provided hereunder with respect to anyacts or omissions occurring prior to such amendment or repeal.

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# B.            No director of theCorporation shall be personally liable to the Corporation or its stockholdersfor monetary damages for any breach of fiduciary duty by such a director as adirector.  Notwithstanding the foregoing sentence,a director shall be liable to the extent provided by Delaware law (i) forany breach of the director’s duty of loyalty to the Corporation or itsstockholders, (ii) for acts or omissions not in good faith or whichinvolve intentional misconduct or a knowing violation of law, (iii) pursuantto Section 174 of the General Corporation Law of the State of Delaware, or(iv) for any transaction from which such director derived an improperpersonal benefit.  No amendment to orrepeal of this Paragraph B of Article Twelfth shall apply to or have anyeffect on the liability or alleged liability of any director of the Corporationfor or with respect to any act or omission of such director occurring prior tosuch amendment or repeal.

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# C.            In furtherance andnot in limitation of the powers conferred by statute:

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## (1)           The Corporation maypurchase and maintain insurance on behalf of any person who is or was adirector, officer, employee or agent of the Corporation, or is serving at therequest of the Corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust, employee benefit plan or otherenterprise against any liability asserted against him and incurred by him inany such capacity, or arising out of his status as such, whether or not theCorporation would have the power to indemnify him against such liability underthe provisions of law; and

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## (2)           The Corporation maycreate a trust fund, grant a security interest or use other means (including,without limitation, letters of credit, surety bonds or other similararrangements), as well as enter into contracts providing indemnification to thefull extent authorized or permitted by law and including as part thereofprovisions with respect to any or all of the foregoing to ensure the payment ofsuch amounts as may become necessary to effect indemnification as providedtherein, or elsewhere.

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THIRTEENTH:         Specialmeetings of the stockholders of the Corporation.  for any purpose or purposes may be called atany time by a majority of the entire Board of Directors, by the Chairman of theBoard, by the President, or by one or more stockholders holding shares in theaggregate—entitled to-cast not less than 10% of the votes at the specialmeeting.  Special meetings may not becalled by any other person or persons. Each special meeting shall be held at such date and time as is requestedby the person or persons calling the meeting, within the limits fixed by law.

 

FOURTEENTH:        Meetingsof stockholders of the Corporation may be held within or without the State ofDelaware, as the Bylaws may provide.  Thebooks of the Corporation may be kept (subject to any provision of applicablelaw) outside the state of Delaware at such place or places as may be designatedfrom time to time by the Board of Directors or in the Bylaws.

 

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FIFTEENTH:         TheCorporation may make loans to or guarantee the obligations of (i) itsofficers or directors only if such loan or guarantee, or an employee benefitplan authorizing such loan or guarantee, is approved by the Corporation’sstockholders, and (ii) to its officers only if such loan or guarantee isapproved by its Board of Directors (excluding the vote of interested directors)pursuant to a stockholder-approved bylaw provision.

 

SIXTEENTH:         TheCorporation reserves the right to adopt, repeal, rescind, alter or amend in anyrespect any provision contained in this Restated Certificate of Incorporationin the manner now or hereafter prescribed by applicable law, and all rightsconferred on stockholders herein are granted subject to this reservation.

 

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IN WITNESS WHEREOF, the Corporation has caused thisRestated Certificate of Incorporation to be executed by its duly authorizedofficer on this 21st day of August 2009.

 
|   | ITERIS, INC. |
|--------|--------------|
|   |         |
|   |         |
|   | By:          | /S/ JAMES S. MIELE |
|   |         | James S. Miele |
|   |         | Chief Financial Officer  and Secretary |

 

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