**Exhibit 3.1.1**

**ARTICLES SUPPLEMENTARY**

**OF**

**PREFERRED STOCK**

**OF**

**TVI CORPORATION**

TVI Corporation, acorporation organized and existing under the laws of the State of Maryland (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: 

**FIRST:**Pursuant to the authority granted to and vested in the Board of Directors of the Corporation (the “Board of Directors”) inaccordance with Article FOURTH of the charter of the Corporation, including these Articles Supplementary (the “Charter”), the Board of Directors adopted resolutions reclassifying 500,000 shares (the “Shares”) of Preferred Stock(as defined in the Charter) as a separate class of stock, Series A Preferred Stock, $.01 par value per share (the “Preferred Stock”), with the preferences, conversion and other rights, voting powers, restrictions, limitations as todividends or other distributions, qualifications, and terms and conditions of redemption set forth below. 

**Preferred Stock**

**Section 1. Designation and Amount.**There shall be a series of Preferred Stock that shall be designated as “Series APreferred Stock” (hereinafter referred to as “Preferred Stock”) and the number of shares constituting such series shall be 500,000. Such number of shares may be increased or decreased by resolution of the Board of Directors;provided, however, that no decrease shall reduce the number of shares of Preferred Stock to less than the number of shares then issued and outstanding plus the number of shares issuable upon exercise of outstanding rights, options orwarrants or upon conversion of outstanding securities issued by the Corporation. 

**Section 2. Dividends and Distributions.**

(a) Subject to the prior and superior rights of the holders of any shares of any series of preferred stock ranking prior and superiorto the shares of Preferred Stock with respect to dividends, the holders of shares of Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of assets legally available for the purpose, quarterlydividends payable in cash on the first business day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Dateafter the first issuance of a share or fraction of a share of Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock, $.01 par value pershare, of the Corporation (the “Common Stock”) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or,with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Preferred Stock. In the event the Corporation shall at any time after December 3, 2003 (the “Rights RecordDate”) (i) authorize and declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common 

Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Preferred Stock were entitled immediately prior tosuch event under clause (b) of the preceding sentence 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 ofwhich is the number of shares of Common Stock that were outstanding immediately prior to such event. 

(b) The Corporation shall declare adividend or distribution on the Preferred Stock as provided in paragraph (a) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in theevent no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the PreferredStock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. 

(c) Dividends shall begin to accrue and becumulative on outstanding shares of Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Preferred Stock, unless the date of issue of such shares is before the record date for the firstQuarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for thedetermination of holders of shares of Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such QuarterlyDividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocatedpro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Preferred Stock entitled to receive payment of a dividend or distributiondeclared thereon, which record date shall be not more than sixty (60) days before the date fixed for the payment thereof. 

**Section 3. Voting Rights.**The holders of shares of Preferred Stock shall have the following voting rights: 

(a) Exceptas provided in paragraph (c) of this Section 3 and subject to the provision for adjustment hereinafter set forth, each share of Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of thestockholders of the Corporation. 

(b) Except as otherwise provided herein or by law, the holders of shares of Preferred Stock and theholders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. 

(c) (i) If, on the date used to determine stockholders of record for any meeting of stockholders for the election of directors, a default in preference dividends (as defined in subparagraph (v) below) on the Preferred Stock shallexist, the holders of the Preferred Stock shall have the right, voting as a class as described in subparagraph (ii) below, to elect two directors, and the holders of shares of Common Stock shall have the right to elect the remaining directors.Such right may be exercised at any meeting of stockholders for the election of directors until all such cumulative dividends (referred to above) shall have been paid in full or until noncumulative dividends have been paid regularly for at least oneyear. 

 

*ARTICLES SUPPLEMENTARY*

2 

(ii) The right of the holders of Preferred Stock to elect two directors, as described above, shall beexercised as a class concurrently with the rights of holders of any other series of preferred stock upon which voting rights to elect such directors have been conferred and are then exercisable. The Preferred Stock and any other series of preferredstock which the Corporation may issue and which may provide for the right to vote with the foregoing series of Preferred Stock are collectively referred to herein as “Voting Preferred Stock.” 

(iii) Each director elected by the holders of shares of Voting Preferred Stock shall be referred to herein as a “Preferred Director.” APreferred Director so elected shall continue to serve as such director for a term of one year, except that upon any termination of the right of all of such holders to vote as a class for Preferred Directors, the term of office of such directorsshall terminate. Any Preferred Director may be removed by, and shall not be removed except by, the vote of the holders of record of a majority of the outstanding shares of Voting Preferred Stock then entitled to vote for the election of directors,present (in person or by proxy) and voting together as a single class (a) at a meeting of the stockholders, or (b) at a meeting of the holders of shares of such Voting Preferred Stock, called for the purpose in accordance with the bylawsof the Corporation, or (c) by written consent signed by the holders of a majority of the then outstanding shares of Voting Preferred Stock then entitled to vote for the election of directors, taken together as a single class. 

(iv) So long as a default in any preference dividends on the Preferred Stock shall exist or the holders of any other series of Voting Preferred Stockshall be entitled to elect Preferred Directors, (a) any vacancy in the office of a Preferred Director may be filled (except as provided in the following clause (b)) by an instrument in writing signed by the remaining Preferred Director andfiled with the Corporation and (b) in the case of the removal of any Preferred Director, the vacancy may be filled by the vote or written consent of the holders of a majority of the outstanding shares of Voting Preferred Stock then entitled tovote for the election of directors, present (in person or by proxy) and voting together as a single class, at such time as the removal shall be effected. Each director appointed as aforesaid by the remaining Preferred Director shall be deemed, forall purposes hereof, to be a Preferred Director. Whenever (x) no default in preference dividends on the Preferred Stock shall exist and (y) the holders of any other series of Voting Preferred Stock shall no longer be entitled to elect suchPreferred Directors, then the number of directors of the Corporation shall be reduced by two. 

(v) For purposes hereof, a “default inpreference dividends” on the Preferred Stock shall be deemed to have occurred whenever the amount of cumulative and unpaid dividends on the Preferred Stock shall be equivalent to six full quarterly dividends or more (whether or notconsecutive), and, having so occurred, such default shall be deemed to exist thereafter until, but only until, all cumulative dividends on all shares of the Preferred Stock then outstanding shall have been paid through the last Quarterly DividendPayment Date or until, but only until, non-cumulative dividends have been paid regularly for at least one year. 

(d) Except as set forthherein (or as otherwise required by applicable law), holders of Preferred Stock shall have no general or special voting rights and their consent shall not be required for taking any corporate action 

**Section 4. Certain Restrictions.**

(a) Whenever quarterly dividends or other dividends or distributions payable on the Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or notdeclared, on shares of Preferred Stock outstanding shall have been paid in full, the Corporation shall not 

 

*ARTICLES SUPPLEMENTARY*

3 

(i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior(either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Stock; 

(ii) declare or pay dividends, or make anyother distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Preferred Stock, except dividends paid ratably on the Preferred Stock and all such parity stock on whichdividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; 

(iii)redeem or purchase or otherwise acquire for consideration (except as provided in subparagraph (iv) below) shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Stock,provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation orwinding up) to the Preferred Stock; or 

(iv) redeem or purchase or otherwise acquire for consideration any shares of Preferred Stock, orany shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board ofDirectors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in goodfaith will result in fair and equitable treatment among the respective series or classes. 

(b) The Corporation shall not permit anysubsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (a) of this Section 4, purchase or otherwise acquire such shares at suchtime and in such manner. 

**Section 5. Reacquired Shares.**Any shares of Preferred Stock purchased or otherwise acquired by theCorporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a newseries of preferred stock subject to the conditions and restrictions on issuance set forth herein, in the Articles of Incorporation, in any other Articles of Amendment creating a series of preferred stock or as otherwise required by law. 

**Section 6. Liquidation, Dissolution or Winding Up.**

(a) Subject to the prior and superior rights of holders of any shares of any series of preferred stock ranking prior and superior to the shares of Preferred Stock with respect to rights upon liquidation, dissolutionor winding up (voluntary or otherwise), no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Stock unless, prior thereto, the holdersof shares of Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Liquidation Preference”). Followingthe payment of the full amount of the Liquidation Preference, no additional distributions shall be made to the holders of shares of Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share(the “Capital Adjustment”) equal to the quotient obtained by dividing (i) the Liquidation 

 

*ARTICLES SUPPLEMENTARY*

4 

Preference by (ii) 100 (such number in clause (ii), the “Adjustment Number”). Following the payment of thefull amount of the Liquidation Preference and the Capital Adjustment in respect of all outstanding shares of Preferred Stock and Common Stock, respectively, holders of Preferred Stock and holders of Common Stock shall receive their ratable andproportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively. The merger or consolidation of the Corporation,regardless of whether the Corporation is the surviving entity in such merger or consolidation, shall not be deemed to be the liquidation, dissolution or winding up of the Corporation. 

(b) In the event, however, that there are not sufficient assets available to permit payment in full of the Liquidation Preference and the liquidationpreferences of all other series of preferred stock, if any, which rank on a parity with the Preferred Stock, then such remaining assets shall be distributed ratably to the holders of Preferred Stock and the holders of such parity shares inproportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Capital Adjustment, then such remaining assets shall be distributed ratably to the holdersof Common Stock. 

(c) In the event the Corporation shall at any time after the Rights Record Date (i) declare any dividend on CommonStock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately priorto such event shall be adjusted by multiplying such Adjustment Number 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 ofCommon Stock that were outstanding immediately prior to such event. 

**Section 7. Consolidation, Merger, etc.**In case theCorporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case theshares of Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or anyother property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. 

**Section 8. No Redemption.**The shares of Preferred Stock shall not be redeemable. 

**Section 9. Ranking.**

(a) The Preferred Stock shall rank junior to all other series of the Corporation’s preferred stock as to the payment of dividends andthe distribution of assets, unless the terms of any such series shall provide otherwise. 

(b) The liquidation preference of the outstandingshares of Preferred Stock will not be added to the liabilities of the Corporation for the purpose of determining whether under the Maryland General Corporation Law a distribution may be made to stockholders of the Corporation whose preferentialrights upon dissolution of the Corporation are junior to those of holders of Preferred Stock. 

**Section 10. Amendment.**At anytime when any shares of Preferred Stock are outstanding, neither the Charter nor these Articles Supplementary shall be amended in any manner which would materially alter or change the powers, preferences or special rights of the Preferred Stock soas to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares 

 

*ARTICLES SUPPLEMENTARY*

5 

of Preferred Stock, voting separately as a class; provided that none of (i) the creation or issuance of(A) additional shares of Preferred Stock, or (B) shares of any class or series of preferred stock ranking junior to or on parity with the Preferred Stock as to the payment of dividends and the distribution of assets, (ii) a merger orconsolidation in which the Corporation is the surviving entity and the Preferred Stock remains outstanding with no material adverse change in its powers, preferences and special rights, or (iii) a merger or consolidation in which theCorporation is not the surviving entity and the holders of the Preferred Stock receive in exchange therefor a substantially identical security of the surviving entity, shall be considered to materially adversely alter or change the powers,preferences or special powers of the Preferred Stock. 

**Section 11. Fractional Shares.**Preferred Stock may be issued infractions of a share which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders ofPreferred Stock. 

**SECOND:**The Shares have been reclassified by the Board of Directors pursuant to Article SEVENTH of the Charter.

**THIRD:**These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

**FOURTH:**The undersigned Vice President of the Corporation acknowledges these Articles Supplementary to be the corporate act of theCorporation and, as to all matters or facts required to be verified under oath, the undersigned Vice President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and thatthis statement is made under the penalties for perjury. 

 

*ARTICLES SUPPLEMENTARY*

6 

**IN WITNESS WHEREOF**, the Corporation hascaused these Articles Supplementary to be signed in its name and on its behalf by its Vice President and attested to by its Secretary on this 27th day ofApril, 2007. 

 
ATTEST:   /s/ Sean R. Hunt  /s/ George J. Roberts (SEAL)Sean R. Hunt, Secretary  George J. Roberts, Senior Vice President 
 

*ARTICLESSUPPLEMENTARY*

*SIGNATURE PAGE*