<PAGE>
 
                                                                     EXHIBIT 3.1


                           ARTICLES OF INCORPORATION
                                      OF
                        GROUP MAINTENANCE AMERICA CORP.


                                   ARTICLE I.

                                      NAME

     The name of the Corporation is Group Maintenance America Corp.


                                  ARTICLE II.

                                   DURATION

     The period of the duration of the Corporation is perpetual.


                                 ARTICLE III.

                                    PURPOSE

     The purpose for which the Corporation is organized is to transact any and
all lawful business for which corporations may be incorporated under the Texas
Business Corporation Act (the "TBCA").

                                  ARTICLE IV.

                                 CAPITAL STOCK

     The total number of shares of all classes of stock which the Corporation
shall have authority to issue is 150,000,000 which shall be divided into (a)
100,000,000 shares of common stock having a par value of $.001 per share
("Common Stock") and (b) 50,000,000 shares of preferred stock having a par value
of $.001 per share ("Preferred Stock").

     A description of the different classes of stock of the Corporation and a
statement of the designations, preferences, limitations and relative rights,
including voting rights of the various classes of stock are as follows:

     1.   Preferred Stock.  The shares of Preferred Stock may be divided into
and issued in series.  The board of directors shall have the authority to
establish series of unissued shares of Preferred Stock by fixing and determining
the relative rights and preferences of the shares of any series so established,
and to increase or decrease the number of shares within each such series;
provided, however, that the board of directors may not decrease the number of
shares within a series 
<PAGE>
 
of Preferred Stock to less than the number of shares within such series that are
then issued. The Preferred Stock of each such series shall have such
designations, preferences, limitations, or relative rights, including voting
rights, as shall be set forth in the resolution or resolutions establishing such
series adopted by the board of directors, including, but without limiting the
generality of the foregoing, the following:

          (a) The distinctive designation of, and the number of shares of
     Preferred Stock that shall constitute, such series, which number (except
     where otherwise provided by the board of directors in the resolution
     establishing such series) may be increased or decreased (but not below the
     number of shares of such series then outstanding) from time to time by like
     action of the board of directors;

          (b) The rights in respect of dividends, if any, of such series of
     Preferred Stock, the extent of the preference or relation, if any, of such
     dividends to the dividends payable on any other class or classes or any
     other series of the same or other class or classes of capital stock of the
     Corporation and whether such dividends shall be cumulative or
     noncumulative;

          (c) The right, if any, of the holders of such series of Preferred
     Stock to convert the same into, or exchange the same for, shares of any
     other class or classes or of any other series of the same or any other
     class or classes of capital stock, obligations, indebtedness, rights to
     purchase securities or other securities of the Corporation or other
     entities, domestic or foreign, or for other property or for any combination
     of the foregoing, and the terms and conditions of such conversion or
     exchange;

          (d) Whether or not shares of such series of Preferred Stock shall be
     subject to redemption, and the redemption price or prices and the time or
     times at which, and the terms and conditions on which, shares of such
     series of Preferred Stock may be redeemed;

          (e) The rights, if any, of the holders of such series of Preferred
     Stock upon the voluntary or involuntary liquidation, dissolution or
     winding-up of the Corporation or in the event of any merger or
     consolidation of or sale of assets by the Corporation;

          (f) The terms of any sinking fund or redemption or repurchase or
     purchase account, if any, to be provided for shares of such series of
     Preferred Stock;

          (g) The voting powers, if any, of the holders of any series of
     Preferred Stock generally or with respect to any particular matter, which
     may be less than, equal to or greater than one vote per share, and which
     may, without limiting the generality of the foregoing, include the right,
     voting as a series of Preferred Stock as a class, to elect one or more
     directors of the Corporation generally or under such specific circumstances
     and on such conditions, as shall be provided in the resolution or
     resolutions of the board of directors adopted pursuant hereto, including,
     without limitation, in the event there shall have been a default in the
     payment of dividends on or redemption of any one or more series of
     Preferred Stock; and

                                                Articles of Incorporation/Page 2
<PAGE>
 
          (h) Such other powers, preferences and relative, participating,
     optional and other special rights, and the qualifications, limitations and
     restrictions thereof, as the board of directors shall determine.

     2.   Common Stock.

          (a) Subject to the prior and superior rights of the Preferred Stock,
     and on the conditions set forth in Section 1. of this Article or in any
     resolution of the board of directors providing for the issuance of any
     series of Preferred Stock, and not otherwise, such dividends (payable in
     cash, stock or otherwise) as may be determined by the board of directors
     may be declared and paid on the Common Stock from time to time out of any
     funds legally available therefor.

          (b) Each holder of Common Stock shall be entitled to one vote for each
     share held.

     3.   Cumulative Voting Denied.  Shares of the voting stock of the
Corporation shall not be voted cumulatively.

     4.   Preemptive Rights.  Except as may be established by the board of
directors with respect to any series of Preferred Stock, shares of stock of the
Corporation do not carry preemptive rights.

     5.   Stock Certificates.  There shall be set forth on the face or back of
each certificate for shares of stock of the Corporation a statement that each of
the following is set forth in the articles of incorporation of the Corporation
on file in the Office of the Secretary of State of the State of Texas, and that
the Corporation will furnish a copy of each such statement to the record holder
of the certificate without charge on written request to the Corporation at its
principal place of business or registered office: (i) a statement of the
designations, preferences, and relative rights, including voting rights, of each
class or series of the Corporation's capital stock to the extent that they have
been fixed and determined; (ii) a statement of the authority of the board of
directors to fix and determine the designations, preferences, limitations, and
relative rights, including voting rights, of any series; and (iii) a statement
of the extent to which the Corporation has by its articles of incorporation
limited or denied the preemptive right of shareholders to acquire unissued or
treasury shares of the Corporation.

                                   ARTICLE V.

                  INITIAL CONSIDERATION FOR ISSUANCE OF SHARES

     The Corporation will not commence business until it has received for the
issuance of its shares consideration of a value of at least One Thousand and
No/100 Dollars ($1,000.00), consisting of money, labor done, or property
actually received.

                                                Articles of Incorporation/Page 3
<PAGE>
 
                                  ARTICLE VI.

                      INITIAL REGISTERED OFFICE AND AGENT

     The address of the initial registered office of the Corporation is 1800
West Loop South, Suite 1375, Houston, Texas  77027.  The name of the initial
registered agent of the Corporation at such address is J. Patrick Millinor, Jr.


                                  ARTICLE VII.

                           INITIAL BOARD OF DIRECTORS

     1.   The number of directors shall from time to time be fixed by the Bylaws
of the Corporation.  The number of directors constituting the initial board of
directors is ten (10).  Directors need not be residents of the State of Texas or
shareholders of the Corporation.  The name and address of the persons elected to
serve as directors until the first annual meeting of the shareholders, or until
their successors shall have been duly elected, unless any or all shall sooner
die, resign or be removed, in accordance with the Bylaws of the Corporation, are
as follows:

 
          NAME                        ADDRESS
          ----                        -------                     
     J. Patrick Millinor, Jr.    1800 West Loop South, Suite 1375
                                 Houston, Texas  77027
 
     Richard S. Rouse            1800 West Loop South, Suite 1375
                                 Houston, Texas  77027
 
     Chester J. Jachimiec        1800 West Loop South, Suite 1375
                                 Houston, Texas  77027
 
     Arthur B. Goetze            1800 West Loop South, Suite 1375
                                 Houston, Texas  77027
 
     Darren Miller               1800 West Loop South, Suite 1375
                                 Houston, Texas  77027
 
     B. Diane Bandiga            1800 West Loop South, Suite 1375
                                 Houston, Texas  77027
 
     Russell K. Bay              1800 West Loop South, Suite 1375
                                 Houston, Texas  77027
 
     Edward J. Hoffer            1800 West Loop South, Suite 1375
                                 Houston, Texas  77027

                                                Articles of Incorporation/Page 4
<PAGE>
 
     James D. Weaver             1800 West Loop South, Suite 1375
                                 Houston, Texas  77027
 
     John M. Sullivan            1800 West Loop South, Suite 1375
                                 Houston, Texas  77027

     2.   No director of the Corporation shall be removed from his office as a
director by vote or other action of the shareholders or otherwise except for
cause.

                                 ARTICLE VIII.

                        LIMITATION OF DIRECTOR LIABILITY

     To the greatest extent permitted by applicable law in effect from time to
time, a director of the Corporation shall not be liable to the Corporation or
its shareholders for monetary damages for an act or omission in the director's
capacity as a director except for liability for:  (i) a breach of a director's
duty or loyalty to the Corporation or its shareholders; (ii) an act or omission
not in good faith that constitutes a breach of duty of the director to the
Corporation or that involves intentional misconduct or a knowing violation of
the law; (iii) a transaction from which a director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope of the
director's office; (iv) an act or omission for which the liability of a director
is expressly provided for by statute; or (v) an act related to an unlawful stock
repurchase or unlawful payment of a dividend.

                                  ARTICLE IX.
                                        
                                INDEMNIFICATION

     1.   Right to Indemnification.  Each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, arbitrative or investigative, any appeal in such action, suit or
proceeding, and any inquiry or investigation that would lead to such action,
suit or proceeding (hereinafter a "proceeding"), by reason of the fact that he
or she, or a person of whom he or she is the legal representative, is or was a
director or officer of the Corporation or is or was serving at the request of
the Corporation as a director or officer of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter an "indemnitee"), whether the
basis of such proceeding is alleged action in an official capacity as a director
or officer or in any other capacity while serving as a director or officer,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the TBCA, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than permitted prior
thereto), against all judgments, fines, penalties (including excise tax and
similar taxes), settlements, and reasonable expenses actually incurred by such
indemnitee in connection therewith.  The right to indemnification conferred in
this Article shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if the TBCA

                                                Articles of Incorporation/Page 5
<PAGE>
 
requires, an advancement of expenses incurred by an indemnitee shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by that such indemnitee is not entitled to be indemnified for such
expenses under this Article or otherwise.

     2.   Insurance.  The Corporation may purchase and maintain insurance, at
its expense, on behalf of any indemnitee against any liability asserted against
him and incurred by him in such a capacity or arising out of his status as a
representative of the Corporation, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
TBCA.

     3.   Indemnity of Employees and Agents of the Corporation.  The Corporation
may, to the extent authorized from time to time by the board of directors, grant
rights to indemnification and to the advancement of expenses to any employee or
agent of the Corporation to the fullest extent of the provisions of this Article
or as otherwise permitted under the TBCA with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.

                                   ARTICLE X.

                  CALL OF SPECIAL MEETINGS OF THE SHAREHOLDERS

     Special meetings of the Corporation's shareholders may be called (i) by the
president, the board of directors, or such other person or persons as may be
authorized in the Bylaws or (ii) by the holders of at least fifty percent (50%)
of all the shares entitled to vote at the proposed special meeting.

                                  ARTICLE XI.

                              AMENDMENT OF BYLAWS

     In furtherance and not in limitation of the powers conferred by the laws of
the State of Texas, the board of directors is expressly authorized to alter,
amend or repeal the Bylaws of the Corporation or to adopt new Bylaws.


                                  ARTICLE XII.

                                  INCORPORATOR

     The name and address of the incorporator of the Corporation is as follows:

                 Name                                Address
                 ----                                -------

          Edward T. Laborde, Jr.         1200 Smith Street, Suite 1400
                                         Houston, Texas 77002-4310

                                                Articles of Incorporation/Page 6
<PAGE>
 
     The undersigned, being the incorporator designated herein, executes these
Articles of Incorporation and certifies to the truth of the facts stated therein
this ______ day of April, 1997.


                              INCORPORATOR:



                              ------------------------------ 
                              Edward T. Laborde, Jr.

                                                Articles of Incorporation/Page 7
<PAGE>
 
                               ARTICLES OF MERGER
                                       OF
                            GROUPMAC MANAGEMENT CO.
                                 WITH AND INTO
                        GROUP MAINTENANCE AMERICA CORP.



     Pursuant to the provisions of Article 5.04 of the Texas Business
Corporation Act (the "TBCA"), the undersigned domestic corporations adopt the
following Articles of Merger for the purpose of effecting a merger in accordance
with the provisions of Article 5.01 of the TBCA:

     1.   A plan of merger has been adopted in accordance with the provisions of
Article 5.04 of the TBCA providing for the combination of GroupMAC Management
Co. and Group Maintenance America Corp., and resulting in Group Maintenance
America Corp. being the surviving corporation in the merger.  Attached hereto as
Annex A is the Plan of Merger which is hereby incorporated by reference (the
"Plan of Merger").

     2.   The name of each of the undersigned corporations, the type of such
corporation and the laws under which such corporation was organized are:
 
Name of Corporation                     Type of Entity  State
--------------------------------------  --------------  -----
 
     GroupMAC Management Co.            Corporation     Texas
 
     Group Maintenance America Corp.    Corporation     Texas
 

     3.   As to each of the undersigned domestic corporations, the approval of
whose shareholders is required, the number of shares outstanding and the total
number of shares voted for and  against such Plan of Merger were as follows:

<TABLE> 
<CAPTION> 
                                                           
                                                  Number of        Number of Shares Voted
Name of                                            Shares          ---------------------- 
Corporation                  Class               Outstanding           For     Against
-------------------  ---------------------  ----------------------  ---------  -------
<S>                  <C>                    <C>                     <C>        <C>
GroupMAC             Common Stock, par                   3,528,000  2,676,500      -0-
  Management Co.     value $.001 per share
 
Group Maintenance    Common Stock, par                         363        363      -0-
  America Corp.      value $.001 per share
</TABLE>
<PAGE>
 
     4.   The Plan of Merger was duly approved by the shareholders of each
corporation as follows:

     (a) the shareholders of GroupMAC Management Co. holding more than two-
         thirds of the shares outstanding and entitled to vote on the Plan of
         Merger have signed a written consent pursuant to Article 9.10 of the
         TBCA approving the Plan of Merger and any written notice as required by
         Article 9.10 of the TBCA has been given; and

     (b) the shareholders of Group Maintenance America Corp. in a unanimous
         written consent pursuant to Article 9.10 of the TBCA have approved the
         Plan of Merger.

     5.   The merger will become effective upon the issuance of the certificate
of merger by the Secretary of State of Texas in accordance with Article 5.05 of
the TBCA.

Dated:  April   ___, 1997.


                              GROUPMAC MANAGEMENT CO.


                              By: _________________________________________
                                    J. Patrick Millinor, Jr., President



                              GROUP MAINTENANCE OF AMERICA CORP.


                              By: _________________________________________
                                    J. Patrick Millinor, Jr. President
<PAGE>
 
                                    ANNEX A
                                    -------

                                 PLAN OF MERGER
<PAGE>
 

                                PLAN OF MERGER


<PAGE>
 
                                PLAN OF MERGER

                           OF GROUPMAC MANAGEMENT CO.
                             (A TEXAS CORPORATION)
                                 WITH AND INTO
                        GROUP MAINTENANCE AMERICA CORP.
                             (A TEXAS CORPORATION)


     This PLAN OF MERGER ("Plan"), dated as of April 25, 1997, provides for the
merger of GROUPMAC MANAGEMENT CO., a Texas corporation ("Management Co.") with
and into GROUP MAINTENANCE AMERICA CORP., a Texas corporation ("MAC"), in
accordance with the Texas Business Corporation Act and is a constituent part of
the Articles of Merger to be filed with the Secretary of State of Texas to
effect the merger.

                                   ARTICLE 1

                                   THE MERGER

      1.1 THE MERGER.  Subject to the terms and conditions hereof, and in
accordance with the Texas Business Corporation Act ("TBCA") upon the Effective
Time  (as defined in Section 1.2), Management Co. shall be merged with and into
MAC.  MAC, as the surviving entity following the Merger is sometimes referred to
in this Plan as the "Surviving Corporation."

      1.2 EFFECTIVE TIME OF THE MERGER.  In accordance with the requirements of
applicable law, appropriate Articles of Merger under the TBCA shall be prepared,
executed and submitted for filing with the Secretary of State of the State of
Texas.  The date of such filing is referred to in this Plan as the "Effective
Time."

      1.3 EFFECTS OF THE MERGER.

          (a) Action at the Effective Time.  At the Effective Time,  (i)
Management Co. shall merge with and into MAC and as a result thereof, the
separate existence of Management Co. shall cease; (ii) the Articles of
Incorporation of MAC, as in effect immediately prior to the Effective Time shall
be the Articles of Incorporation of the Surviving Corporation, provided that the
Articles of Incorporation of MAC shall be amended in the manner provided in
Article 3 hereof, (iii) the Bylaws of MAC as in effect immediately prior to the
Effective Time shall be the Bylaws of the Surviving Corporation, and (iv) the
directors and officers of MAC immediately prior to the Effective Time shall
become the directors and officers of the Surviving Corporation, until the
earlier of their resignation or removal or until their respective successors are
duly elected or appointed, as the case may be.

          (b) Surviving Corporation. At and after the Effective Time, the
Surviving Corporation shall possess all the rights, privileges, immunities and
franchises, of a public as well as 

                                                           Plan of Merger/Page 1


<PAGE>
 
of a private nature previously belonging to Management Co. and MAC; and all
property (real, personal and mixed), and all debts due on whatever account,
including subscriptions to shares, and all other choses in action, and all and
every other interest of or belonging to or due to each of Management Co. and MAC
shall be transferred to, and vested in, the Surviving Corporation without
further act or deed; and all such property, rights and privileges, powers and
franchises and all and every other interest shall be thereafter the property of
the Surviving Corporation as they were of Management Co. and MAC; and the title
to any real estate, or interest therein, whether by deed or otherwise, shall not
revert or be in any way impaired by reason of the Merger. The Surviving
Corporation shall be responsible and liable for all the liabilities and
obligations of Management Co. and MAC and any claim existing, or action or
proceeding pending, by or against Management Co. or MAC may be prosecuted
against the Surviving Corporation. Neither the rights of creditors nor any liens
upon the property of Management Co. or MAC shall be impaired by the Merger, and
all debts, liabilities and duties of each of Management Co. and MAC shall attach
to the Surviving Corporation, and may be enforced against it to the same extent
as if such debts, liabilities and duties had been incurred or contracted by it,
all in accordance with Section 5.01, et seq., of the TBCA and the terms of this
Plan.

                                   ARTICLE 2

                              CONVERSION OF STOCK;
                            EXCHANGE OF CERTIFICATES

      2.1 CONVERSION OF STOCK.  As of the Effective Time, by virtue of the
Merger and without any action on the part of the  holder of any shares of
capital stock of  Management Co. or MAC:

          (a) MAC Capital Stock.  Each share of capital stock of MAC issued and
outstanding at the Effective Time shall remain outstanding and shall be
unchanged after the Merger.

          (b) Merger Consideration.  Each share of Management Co. common stock,
par value $.001 per share ("Management Co. Common Stock") (other than shares to
be canceled in accordance with Section 2.2), shall be converted into the right
to receive one (1) validly issued, fully paid and nonassessable share of MAC
common stock, par value $.001 per share ("MAC Common Stock"); provided, however,
that if between the date of this Plan and the Effective Time, the outstanding
shares of MAC Common Stock, or the outstanding shares of Management Co. Common
Stock, shall have been changed into a different number of shares or a different
class, by reason of any stock dividend, subdivision, reclassification,
recapitalization, split-up, combination, or exchange of shares or the like, the
conversion formula in this Section 21 shall be correspondingly revised to
provide for the proportionate amount of MAC Common Stock or other securities
into which the Management Co. Common Stock would have been converted if the
Effective Time of the Merger had occurred on the date of this Plan.


                                                           Plan of Merger/Page 2
<PAGE>
 
      2.2 CANCELLATION OF MANAGEMENT CO. TREASURY STOCK.  All shares of
Management Co. Common Stock that are owned by Management Co. as treasury stock
shall be canceled and retired and shall cease to exist and no MAC Common Stock
or other consideration shall be delivered in exchange therefor.

      2.3 EXCHANGE OF CERTIFICATES.

          (a) Exchange of Certificates. On the Effective Date, MAC shall deposit
the aggregate amount of MAC Common Stock required to be exchanged in accordance
with the terms of this Article 2 with the Secretary or Assistant Secretary of
MAC (the "Exchange Agent").  At and after the Effective Time, each shareholder
of Management Co. who shall surrender any outstanding certificate which prior
thereto represented shares of Management Co. Common Stock, together with duly
and properly executed stock powers, to the Exchange Agent, shall be entitled
upon such surrender to receive in exchange therefor MAC Common Stock into which
such shares so surrendered shall have been converted pursuant to this Plan.
Adoption of this Plan by the shareholders of each of Management Co. and MAC
shall constitute ratification of the appointment of such Exchange Agent.

          (b) Rights Prior to Surrender of Certificates.  After the Effective
Time and until the outstanding certificates formerly representing shares of
Management Co. Common Stock are so surrendered, each outstanding certificate
which, prior to the Effective Time, represented Management Co. Common Stock
shall be deemed for all corporate purposes (except the payment of dividends) to
evidence ownership of MAC Common Stock into which the shares of Management Co.
Common Stock represented thereby prior to such Effective Time shall have been
converted.  Until certificates representing shares of Management Co. Common
Stock have been surrendered, no dividend payable to holders of record of MAC
Common Stock shall be paid to the holders of such outstanding stock certificates
of Management Co. in respect thereof.  Upon surrender of such outstanding
certificates, however, there shall be paid to the holders of the certificate for
MAC Common Stock issued in exchange therefor the amount of dividends, if any,
which theretofore became payable with respect to such full shares of MAC Common
Stock, but which have not theretofore been paid on such stock. No interest shall
be payable with respect to the payment of any dividends.

          (c) Rights of the Exchange Agent.  To the fullest extent permitted by
the TBCA, Exchange Agent shall not be individually responsible or liable in any
manner whatsoever for anything which he may do or refrain from doing in
connection herewith.  In the event Exchange Agent becomes involved in any
litigation, claim or controversy in connection with his actions under this Plan,
MAC shall indemnify, defend and save harmless Exchange Agent from all losses,
costs, damages, expenses and attorneys' fees suffered or incurred by Exchange
Agent as a result thereof.

          (d) No Fractional Shares.  Fractional shares of MAC Common Stock will
not be issued in exchange for Management Co. Common Stock.


                                                           Plan of Merger/Page 3
<PAGE>
 
                                   ARTICLE 3

                    AMENDMENTS TO ARTICLES OF INCORPORATION

As of the Effective Time, the Articles of Incorporation of the Surviving
Corporation shall be amended to add new Article XIII and new Article XIV to the
Articles of Incorporation which shall read, in their entirety, as follows:


                                 "ARTICLE XIII.

                 PROVISIONS APPLICABLE TO BUSINESS COMBINATIONS


     1.   Vote Required for Certain Business Combinations.  In addition to any
affirmative vote required by law or these Articles of Incorporation or the
Bylaws of the Corporation, and except as otherwise expressly provided in Section
2 of this Article XIII, a Business Combination (as hereinafter defined) with, or
proposed by or on behalf of, any Interested Shareholder (as hereinafter defined)
or any Affiliate or Associate (as hereinafter defined) of any Interested
Shareholder or any person who thereafter would be an Affiliate or Associate of
such Interested Shareholder, shall require the affirmative vote of not less than
eighty percent (80%) of the votes entitled to be cast by the holders of all of
the then outstanding shares of Voting Stock (as hereinafter defined), voting
together as a single class, and the affirmative vote of not less than a majority
of the votes entitled to be cast by the Voting Stock beneficially owned by
persons other than such Interested Shareholder.  Each share of Voting Stock
shall have the number of votes granted to it in, or duly fixed by the board of
directors pursuant to, Article IV of these Articles of Incorporation.  Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that a lesser percentage or separate class vote may be specified,
by law, or in any agreement of the Corporation with any national securities
exchange or otherwise.

     2.   Exceptions to Higher Vote Requirement.  The provisions of Section 1 of
this Article XIII shall not be applicable to any particular Business
Combination, and such Business Combination shall require only such affirmative
vote, if any, as is required by law or by any other provision of these Articles
of Incorporation or the Bylaws of the Corporation, or any agreement with any
national securities exchange, if all of the conditions specified in either of
the following Paragraphs (a) or (b) are met or, in the case of a Business
Combination not involving the payment of consideration to the holders of the
Corporation's outstanding Capital Stock (as hereinafter defined), if the
condition specified in the following Paragraph (a) is met:

          (a) The Business Combination shall have been approved either
     specifically, or as a transaction which is within a series of related
     transactions described with reasonable specificity, by at least an eighty
     percent (80%) vote of the Continuing Directors (as hereinafter defined),
     who shall at the time constitute at least a majority of the Whole Board 


                                                           Plan of Merger/Page 4
<PAGE>
 
     (as hereinafter defined) (whether or not such approval occurs prior to or
     subsequent to the acquisition of, or announcement or public disclosure of
     the intention to acquire, beneficial ownership of the Voting Stock that
     caused the Interested Shareholder to become a Interested Shareholder).

          (b) All of the following conditions shall have been met:

               (i) The aggregate amount of cash and the Fair Market Value (as
          hereinafter defined), as of the date of the consummation of the
          Business Combination, of consideration other than cash to be received
          per share by holders of Common Stock of the Corporation in such
          Business Combination shall be at least equal to the higher amount
          determined under clauses (A) and (B) below:

                    (A) (If applicable) the highest per share price (including
               any brokerage commissions, transfer taxes and soliciting dealers'
               fees) ("Highest Purchase Price") paid by or on behalf of the
               Interested Shareholder for any share of Common Stock in
               connection with the acquisition by the Interested Shareholder of
               beneficial ownership of shares of Common Stock,

                         (x)  within the two-year period immediately prior to
                    the first public announcement of the proposed Business
                    Combination (the "Announcement Date"), or

                         (y)  in the transaction in which it became a Interested
                    Shareholder,

               whichever is higher, in either case, as adjusted for any
               subsequent stock split, stock dividend, subdivision or
               reclassification with respect to the Common Stock; provided that
               if the Business Combination is effected more than 180 days after
               the last date upon which such Interested Shareholder paid the
               Highest Purchase Price, then the consideration to be received by
               the shareholders shall be increased by Interest (as hereinafter
               defined) with respect to the period from the date the Interested
               Shareholder paid the applicable Highest Purchase Price to the
               effective date of the Business Combination ("Adjustment Period").

                    (B) The Fair Market Value per share of Common Stock on the
               Announcement Date or on the date (the "Determination Date") on
               which the Interested Shareholder became a Interested Shareholder,
               whichever is higher, as adjusted for any subsequent stock split,
               stock dividend, subdivision or reclassification with respect to
               the Common Stock.



                                                           Plan of Merger/Page 5
<PAGE>
 
               (ii)  The aggregate amount of cash and the Fair Market Value, as
          of the date of the consummation of the Business Combination, of
          consideration other than cash to be received per share by holders of
          shares of any class or series of outstanding Capital Stock, other than
          Common Stock shall be at least equal to the highest amount determined
          under clauses (A), (B) and (C) below:

                    (A) (If applicable) the Highest Purchase Price paid by or on
               behalf of the Interested Shareholder for any share of such class
               or series of Capital Stock in connection with the acquisition by
               the Interested Shareholder of beneficial ownership of shares of
               such class or series of Capital Stock,

                         (x) within the two-year period immediately prior to the
                    Announcement Date, or

                         (y) in the transaction in which it became a Interested
                    Shareholder,

               whichever is higher, in either case as adjusted for any
               subsequent stock split, stock dividend, subdivision or
               reclassification with respect to such class or series of Capital
               Stock; provided that if the Business Combination is effected more
               than 180 days after the last date upon which such Interested
               Shareholder paid the Highest Purchase Price, then the
               consideration to be received by the shareholders shall be
               increased by Interest with respect to the Adjustment Period.

                    (B) The Fair Market Value per share of such class or series
               of Capital Stock on the Announcement Date or on the Determination
               Date, whichever is higher, as adjusted for any subsequent stock
               split, stock dividend, subdivision or reclassification with
               respect to such class or series of Capital Stock; and

                    (C) (If applicable) the highest preferential amount per
               share to which the holders of shares of such class or series of
               Capital Stock would be entitled, as adjusted for any subsequent
               stock split, stock dividend, subdivision or reclassification with
               respect to such class or series of Capital Stock, in the event of
               any voluntary or involuntary liquidation, dissolution or winding
               up of the affairs of the Corporation regardless of whether the
               Business Combination to be consummated constitutes such an event.

               (iii) The consideration to be received by holders of a particular
          class or series of outstanding Capital Stock shall be in cash or in
          the same form as previously has been paid by or on behalf of the
          Interested Shareholder in connection with its direct or indirect
          acquisition of beneficial ownership of shares of such class or series




                                                           Plan of Merger/Page 6
<PAGE>
 
          of Capital Stock.  If the consideration so paid for shares of any
          class or series of Capital Stock varies as to form, the form of
          consideration for such class or series of Capital Stock shall be
          either cash or the form used to acquire beneficial ownership of the
          largest number of shares of such class or series of Capital Stock
          previously acquired by the Interested Shareholder.

               (iv)  After the Determination Date and prior to the consummation
          of such Business Combination:

                    (A) Except as approved by a majority of the Continuing
               Directors, there shall have been no failure to declare and pay at
               the regular date therefor any full quarterly dividends (whether
               or not cumulative) payable in accordance with the terms of any
               outstanding Capital Stock;

                    (B) There shall have been no reduction in the annual rate of
               dividends paid on the Common Stock (except as necessary to
               reflect any stock split, stock dividend or subdivision of the
               Common Stock of the Corporation), except as approved by a
               majority of the Continuing Directors;

                    (C) There shall have been an increase in the annual rate of
               dividends paid on the Common Stock as necessary to reflect any
               reclassification (including any reverse stock split),
               recapitalization, reorganization or any similar transaction that
               has the effect of reducing the number of outstanding shares of
               common stock of the Corporation, unless the failure to increase
               such annual rate is approved by a majority of the Continuing
               Directors; and

                    (D) Neither such Interested Shareholder nor any of its
               Affiliates shall have become the beneficial owner of any
               additional shares of Capital Stock or securities convertible into
               Capital Stock except as part of the transaction that results in
               such Interested Shareholder becoming a Interested Shareholder and
               except in a transaction that, after giving effect thereto, would
               not result in any increase in the percentage beneficial ownership
               of the Interested Shareholder or any of its Affiliates of any
               class or series of Capital Stock.

               (v) A proxy or information statement describing the proposed
          Business Combination and complying with the requirements of the
          Securities Exchange Act of 1934, as amended, and the rules and
          regulations thereunder (the "Exchange Act") (or any subsequent
          provisions replacing such Exchange Act, rules or regulations) shall be
          mailed to all shareholders of the Corporation at least thirty (30)
          days prior to the consummation of such Business Combination (whether
          or not such proxy or



                                                           Plan of Merger/Page 7
<PAGE>
 
          information statement is required to be mailed pursuant to the
          Exchange Act or subsequent provisions).

               (vi  Such Interested Shareholder shall not have made any major
          change in the Corporation's business or equity capital structure
          without the approval of a majority of the Continuing Directors.

               (vi  The Interested Shareholder and any of its Affiliates shall
          not have received the benefit, directly or indirectly (except
          proportionately as a shareholder), of any loans, advances, guarantees,
          pledges or other financial assistance or any tax credits or other tax
          advantages provided by the Corporation or any Subsidiary, whether in
          anticipation of or in connection with such Business Combination or
          otherwise.

     3.   Certain Definitions.  The following definitions shall apply with
respect to this Article XIII:

          (a) The term "Business Combination" shall mean:

               (i) Any merger or consolidation of the Corporation or any
          Subsidiary (as hereinafter defined) with (A) any Interested
          Shareholder or (B) any other company (whether or not itself a
          Interested Shareholder) which is, or after such merger or
          consolidation would be, an Affiliate or Associate of a Interested
          Shareholder which, in any case, involves the issuance, redemption,
          cancellation, exchange or conversion of shares, obligations, evidences
          of ownership, rights to purchase securities or other securities (in
          one transaction or a series of transactions) having an aggregate Fair
          Market Value (as hereinafter defined) of more than twenty percent
          (20%) of the Total Assets of the Corporation (as hereinafter defined);
          or

               (ii)  any sale, lease, exchange, mortgage, pledge, transfer or
          other disposition (in one transaction or a series of transactions),
          including without limitation any other security device, to or with any
          Interested Shareholder or any Affiliate or Associate of any Interested
          Shareholder of any assets, securities or commitments of the
          Corporation or any Subsidiary (as hereinafter defined) having an
          aggregate Fair Market Value of more than twenty percent (20%) of the
          Total Assets of the Corporation; or

               (iii)  the issuance or transfer by the Corporation or any
          Subsidiary (in one transaction or a series of transactions) of any
          securities of the Corporation or any Subsidiary to any Interested
          Shareholder or any Affiliate or Associate of any Interested
          Shareholder in exchange for cash, securities or other property (or a
          combination thereof) having an aggregate Fair Market Value of more
          than twenty percent (20%) of the Total Assets of the Corporation; or



                                                           Plan of Merger/Page 8
<PAGE>
 
               (iv)  the adoption of any plan or proposal for the liquidation,
          spinoff, splitoff, splitup or dissolution of the Corporation proposed
          by or on behalf of any Interested Shareholder or any Affiliate or
          Associate of any Interested Shareholder; or

               (v) any reclassification of securities (including any reverse
          stock split), or recapitalization of the Corporation, or any merger or
          consolidation of the Corporation with any of its Subsidiaries or any
          other transaction (whether or not with or into or otherwise involving
          any Interested Shareholder) which has the effect, directly or
          indirectly, of increasing the proportionate share of the outstanding
          shares of any class or series of equity or convertible securities of
          the Corporation or any Subsidiary which is beneficially owned (as
          hereinafter defined) by any Interested Shareholder or any Affiliate of
          any Interested Shareholder by more than one percent, except for
          transactions described in subparagraphs (i), (ii) or (iii) of this
          Paragraph 3(a) which involve assets, cash, securities or other
          property of the Corporation with an aggregate Fair Market Value not in
          excess of twenty percent (20%) of the Total Assets of the Corporation;
          or

               (vi)  any agreement, contract or other arrangement providing for
          any of the transactions described in this definition of Business
          Combination.

          (b) The term "Capital Stock" shall mean all capital stock of the
     Corporation now or hereafter authorized to be issued from time to time by
     the Corporation, and the term "Voting Stock" shall mean shares of Capital
     Stock which are entitled to vote generally in the election of directors.

          (c) The term "Total Assets of the Corporation" means the total assets
     of the Corporation, as reflected on the most recent consolidated balance
     sheet of the Corporation at the time the shareholders of the Corporation
     would be required to approve or adopt the transaction in question.

          (d) The term "person" shall mean any individual, firm, company,
     corporation, partnership, limited liability company, or other entity and
     shall include any "group" comprised of any person (as the term "group" is
     defined in Section 13(d)(3) of the Exchange Act).

          (e) "Interested Shareholder" means any person (other than the
     Corporation or any Subsidiary) who or which is the beneficial owner (as
     hereinafter defined), directly or indirectly, of ten percent or more of the
     voting power of the outstanding Voting Stock; provided, however, the term
     "Interested Shareholder" shall not include any employee stock ownership or
     other employee benefit plan of the Corporation or any Subsidiary, or any
     trustee of, or fiduciary with respect to, any such plan when acting in such
     capacity.

          (f) A person shall be a "beneficial owner" of, or shall "beneficially
     own" any Capital Stock (i) which such person or any of its Affiliates or
     Associates owns, directly or


                                                           Plan of Merger/Page 9
<PAGE>
 
     indirectly; (ii) which such person or any of its Affiliates or Associates
     has, directly or indirectly, (A) the right to acquire (whether such right
     is exercisable immediately or only after the passage of any period of
     time), pursuant to any agreement, arrangement or understanding or upon the
     exercise of conversion rights, exchange rights, warrants or options, or
     otherwise, or (B) the right to vote pursuant to any agreement, arrangement
     or understanding; or (iii) which are owned, directly or indirectly, by any
     other person with which such person or any of its Affiliates or Associates
     has any agreement, arrangement or understanding for the purpose of
     acquiring, holding, voting or disposing of any shares of Capital Stock. For
     the purposes of determining whether a person is a Interested Shareholder
     pursuant to Paragraph (e) of this Section 3, the number of shares of
     Capital Stock deemed to be outstanding shall include shares deemed
     beneficially owned by such person through application of this Paragraph (f)
     of Section 3, but shall not include any other shares of Capital Stock that
     may be issuable pursuant to any arrangement or understanding, or upon
     exercise of conversion rights, warrants or options, or otherwise.

          (g) The terms "Affiliate" and "Associate" shall have the respective
     meanings ascribed to such terms in Rule 12b-2 under the Exchange Act as in
     effect on April 1, 1997.

          (h) The term "Subsidiary" means any company of which a majority of any
     class of Equity Security is beneficially owned, directly or indirectly, by
     the Corporation; provided, however, that for the purposes of the definition
     of Interested Shareholder set forth in Paragraph (e) of this Section 3, the
     term "Subsidiary" shall mean only a company of which a majority of each
     class of Equity Security is beneficially owned by the Corporation.

          (i) The term "Continuing Director" means (i) any member of the board
     of directors of the Corporation, while such person is a member of the board
     of directors, who is not the Interested Shareholder, an Affiliate or
     Associate of the Interested Shareholder or a representative of any such
     person and who was a member of the board of directors prior to the
     Determination Date, and (ii) any successor of a Continuing Director, while
     such successor is a member of the board of directors, who is not the
     Interested Shareholder, an Affiliate or Associate of the Interested
     Shareholder or a representative of any such person and who is recommended
     or elected to succeed the Continuing Director by a majority of Continuing
     Directors.

          (j) The term "Fair Market Value" means (i) in the case of stock, the
     highest closing sales price during the 30-day period immediately preceding
     the date in question of a share of such stock on the principal United
     States securities exchange registered under the Exchange Act on which such
     stock is listed, or, if such stock is not listed on any such exchange, the
     highest closing bid quotation with respect to a share of such stock during
     the 30-day period preceding the date in question on the National
     Association of Securities Dealers, Inc. Automated Quotations System or any
     similar system then in use, or if no such quotations are available, the
     fair market value on the date in question of a share of such stock as
     determined by a majority of the Continuing Directors in good faith; and
     (ii) in the case of




                                                         Plan of Merger/Page 10 
<PAGE>
 
     property other than stock, the fair market value of such property on the
     date in question as determined by a majority of the Continuing Directors in
     good faith.

          (k) In the event of any Business Combination in which the Corporation
     survives, the phrase "consideration other than cash to be received" as used
     in Paragraphs (b)(i) and (b)(ii) of Section 2 of this Article XIII shall
     include the shares of Common Stock of the Corporation and/or the shares of
     any other class or series of Capital Stock retained by the holders of such
     shares.

          (l)  The term "Interest" means interest with respect to the applicable
     Highest Purchase Price accrued daily at an annual rate equal to 110% of the
     arithmetic average of the weekly per annum market discount rates for 3-
     month U.S. Treasury bills during the Adjustment Period, as published by the
     Board of Governors of the Federal Reserve System; provided, however, that
     in respect of any portion of the Adjustment Period during which the
     Corporation cannot determine Interest in the foregoing manner, Interest
     shall be deemed to be ten percent (10%); and provided further that any such
     amount shall be reduced, but not below zero, by the aggregate of the
     regular quarterly cash dividends paid per share of Common Stock during the
     Adjustment Period.

          (m) The term "Equity Security" shall have the meaning ascribed to such
     term in Section 3(a)(11) of the Exchange Act, as in effect on April 1,
     1997.

          (n) "Whole Board" means the total number of directors which this
     Corporation would have if there were no vacancies.

     4.   A majority of the Whole Board, but only if a majority of the Whole
Board shall then consist of Continuing Directors or, if a majority of the Whole
Board shall not then consist of Continuing Directors, a majority of the then
Continuing Directors, shall have the power and duty to determine, on the basis
of information known to them after reasonable inquiry, all facts necessary to
determine compliance with this Article XIII, including, without limitation, (i)
whether a person is an Interested Shareholder, (ii) the number of shares of
Voting Stock beneficially owned by any person, (iii) whether a person is an
Affiliate or Associate of another, (iv) whether the applicable conditions set
forth in Paragraph (b) of Section 2 have been met with respect to any Business
Combination, (v) the Fair Market Value of stock or other property in accordance
with Paragraph (j) of Section 3 of this Article XIII, and (vi) whether the
securities which are the subject of any Business Combination referred to in
Paragraph (a)(i) of Section 3, or the assets, securities or commitments which
are the subject of any Business Combination referred to in Paragraph (a)(ii) of
Section 3, or the consideration to be received for the issuance or transfer of
securities by the Corporation or any Subsidiary in any Business Combination
referred to in Paragraph (a)(iii) of Section 3 have, in any such case, an
aggregate Fair Market Value of more than twenty percent (20%) of the Total
Assets of the Corporation.




                                                         Plan of Merger/Page 11
<PAGE>
 
     5.   A majority of the Whole Board shall have the right to demand, but only
if a majority of the Whole Board shall then consist of Continuing Directors, or,
if a majority of the Whole Board shall not then consist of Continuing Directors,
a majority of the then Continuing Directors shall have the right to demand, that
any person who it is reasonably believed is an Interested Shareholder (or holds
of record shares of Voting Stock beneficially owned by any Interested
Shareholder) supply the Corporation with complete information as to (i) the
record owner(s) of all shares beneficially owned by such person who it is
reasonably believed is an Interested Shareholder, (ii) the number of, and class
or series of, shares beneficially owned by such person who it is reasonably
believed is an Interested Shareholder and held of record by each such record
owner and the number(s) of the stock certificate(s) evidencing such shares, and
(iii) any other factual matter relating to the applicability or effect of this
Article XIII, as may be reasonably requested of such person, and such person
shall furnish such information within ten (10) days after receipt of such
demand.

     6.   Nothing contained in this Article XIII shall be construed to relieve
any Interested Shareholder from any fiduciary obligation imposed by law.

     7.   Notwithstanding any other provisions of these Articles of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the board of directors
and the holders of any particular class or series of the Voting Stock required
by law or these Articles of Incorporation, to alter, amend or repeal this
Article XIII, as an additional requirement for such action, either (i) the
Continuing Directors who shall at the time shall constitute at least a majority
of the Whole Board, shall expressly approve such action by at least an eighty
percent (80%) vote of such Continuing Directors; or (ii) such action shall be
adopted or approved by the affirmative vote of the holders of at least eighty
percent (80%) of the voting power of all of the then-outstanding shares of the
Voting Stock, voting together as a single class.


                                  ARTICLE XIV.

            CERTAIN ACQUISITIONS OF VOTING STOCK BY THE CORPORATION

     1.   The Corporation shall not acquire, directly or indirectly, any Voting
Stock, by purchase, exchange or otherwise from any Related Person (as
hereinafter defined) or any of its Affiliates or Associates.

     2.   This article shall not be applicable to any acquisition of Voting
Stock (i) pursuant to a Tender Offer made to all holders of any class of Voting
Stock on the same price, terms and conditions and, if for less than all of the
Voting Stock, subject to pro rata acceptance (except as to holders of fewer than
100 shares), (ii) in compliance with Rule 10b-18 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, as in effect
at the date of adoption of this article, or (iii) for a total consideration per
share, including payment for legal fees, investment banking fees, brokerage fees
and related costs and expenses of the holder in acquiring


                                                         Plan of Merger/Page 12
<PAGE>
 
such Voting Stock, not in excess of the Fair Market Value per share, determined
as of the Acquisition Date.

     3.   The term "Acquisition Date" means the date on which the Related Person
became a Related Person.

     4.   The term "Related Person" means any person (other than the Corporation
or any Subsidiary) who or which is the beneficial owner directly or indirectly,
of five percent or more of the voting power of the then outstanding Voting
Stock.

     5.   The term "Tender Offer" means any tender offer for, or request or
invitation for tenders of, Voting Stock, within the meaning of Section 14(d)(1)
of the Securities Exchange Act of 1934, as amended, as in effect at the date of
adoption of this article, and any purchase or series of purchases of Voting
Stock at or above then prevailing market prices for such Voting Stock pursuant
to which more than five percent of the outstanding Voting Stock is acquired in
any two-year period.

     6.   Notwithstanding any other provisions of these Articles of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the board of directors
and the holders of any particular class or series of the Voting Stock required
by law or these Articles of Incorporation, to alter, amend or repeal this
Article XIV, as an additional requirement for such action, either (i) the
Continuing Directors who shall at the time shall constitute at least a majority
of the Whole Board, shall expressly approve such action by at least an eighty
percent (80%) vote of such Continuing Directors; or (ii) such action shall be
adopted or approved by the affirmative vote of the holders of at least eighty
percent (80%) of the voting power of all of the then-outstanding shares of the
Voting Stock, voting together as a single class."


                                                          Plan of Merger/Page 13

<PAGE>
 
                            ARTICLES OF CORRECTION
                                       OF
                        GROUP MAINTENANCE AMERICA CORP.

This correction is submitted pursuant to article 1302-7.01, Texas Miscellaneous
Corporation Laws Act, to correct a document which is an inaccurate record of
corporate action, contains an inaccurate or erroneous statement or was
defectively or erroneously executed, sealed, acknowledged or verified.

                                  ARTICLE ONE

The name of the corporation is Group Maintenance America Corp. (the
"Corporation").

                                  ARTICLE TWO

The document to be corrected is Articles of Merger which was filed in the Office
of the Secretary of State of Texas on the 30th day of April, 1997.

                                 ARTICLE THREE

The inaccuracy, error, or defect to be corrected is contained in Paragraph 3 of
the Articles of Merger relating to (i) the number of shares outstanding of
GroupMAC Management Co., and (ii) the number of shares of GroupMAC Management
Co. that voted for the Plan of Merger attached to the Articles of Merger.

                                  ARTICLE FOUR

As corrected, the inaccurate, erroneous, or defective portion of the Articles of
Merger reads as follows:

     3.   As to each of the undersigned domestic corporations, the approval of
whose shareholders is required, the number of shares outstanding and the total
number of shares voted for and  against such Plan of Merger were as follows:


<TABLE>
<CAPTION>
 
                                                                                          
                                                  Number of        Number of Shares Voted 
Name of                                            Shares          ---------------------- 
Corporation                  Class               Outstanding           For     Against
-------------------  ---------------------  ----------------------  ---------  -------
<S>                  <C>                    <C>                     <C>        <C>
GroupMAC             Common Stock, par                   4,028,000  3,166,500      -0-
  Management Co.     value $.001 per share
 
Group Maintenance    Common Stock, par                         363        363      -0-
  America Corp.      value $.001 per share
</TABLE>
<PAGE>
 
DATED: May 1, 1997.

                              GROUP MAINTENANCE AMERICA CORP.


                              By
                                ---------------------------------------- 
                                 J. Patrick Millinor, Jr., President
<PAGE>
 
                             ARTICLES OF AMENDMENT
                                    TO THE
                           ARTICLES OF INCORPORATION
                                      OF
                        GROUP MAINTENANCE AMERICA CORP.


                                ARTICLE ONE

     The name of the Corporation is Group Maintenance America Corp.

                                ARTICLE TWO

     1.  Article IV of the Articles of Incorporation of the Corporation has been
amended to add at the end thereof the following new paragraph:

          6.    Reverse Stock Split.  At 5:00 p.m. Houston Time on September 26,
     1997 (the "Effective Date"), each share of the Company's Common Stock, par
     value $.001 per share, issued and outstanding (the "Old Common Stock")
     shall automatically and without any action on the part of the holder
     thereof be reclassified and changed into two-fifths of a share of the
     Company's Common Stock, par value $.001 per share (the "New Common Stock"),
     subject to the treatment of fractional share interests as described below.
     Each holder of a certificate or certificates, which immediately prior to
     the Effective Date represented outstanding shares of Old Common Stock (the
     "Old Certificates," whether one or more), shall be entitled to receive,
     upon surrender of such Old Certificates to the Company's exchange agent
     appointed by the Company (the "Exchange Agent") for cancellation, a
     certificate or certificates (the "New Certificates," whether one or more)
     representing the number of whole shares of the New Common Stock into which
     and for which the shares of the Old Common Stock formerly represented by
     such Old Certificates so surrendered are reclassified under the terms
     hereof.  From and after the Effective Date, Old Certificates shall
     represent only the right to receive New Certificates (and, where
     applicable, cash in lieu of fractional shares, as provided below) pursuant
     to the provisions hereof.  No certificates or scrip representing fractional
     share interests in New Common Stock will be issued, and no such fractional
     share interest will entitle the holder thereof to vote, or to any rights of
     a shareholder of the Company.  A holder of Old Certificates shall receive,
     in lieu of any fraction of a share of New Common Stock to which the holder
     would otherwise be entitled, a cash payment equal to the product of such
     fraction multiplied by $16.00.  If more than one Old Certificate shall be
     surrendered at one time for the account of the same shareholder, the number
     of full shares of New Common Stock for which New Certificates shall be
     issued shall be computed on the basis of the aggregate number of shares
     represented by the 
<PAGE>
 
     Old Certificates so surrendered. In the event that the Company's Exchange
     Agent determines that a holder of Old Certificates has not tendered all his
     certificates for exchange, the Exchange Agent shall carry forward any
     fractional share until all certificates of that holder have been presented
     for exchange such that payment for fractional shares to any one person
     shall not exceed $16.00. If any New Certificate is to be issued in a name
     other than that in which the Old Certificates surrendered for exchange are
     issued, the Old Certificates so surrendered shall be properly endorsed and
     otherwise in proper form for transfer, and the person or persons requesting
     such exchange shall affix any requisite stock transfer tax stamps to the
     Old Certificates so surrendered, or provide funds for their purchase, or
     establish to the satisfaction of the Exchange Agent that such taxes are not
     payable. From and after the Effective Date the amount of capital
     represented by the shares of the New Common Stock into which and for which
     the shares of Old Common Stock are reclassified under the terms hereof
     shall be the same as the amount of capital represented by the shares of Old
     Common Stock so reclassified, until thereafter reduced or increased in
     accordance with applicable law. The Exchange Agent shall be the Secretary
     of the Company or such other agent as the Company may appoint for such
     purpose.

     2.  Article VII of the Articles of Incorporation has been amended in its
entirety to read as follows:

                                ARTICLE VII

          1.  The business and affairs of the Corporation shall be managed by or
     under the direction of a Board of Directors consisting of not less than
     nine nor more than 18 directors, the exact number of directors to be
     determined from time to time by resolution adopted by the affirmative vote
     of the entire Board of Directors.  Directors must own at least 100 shares
     of the Common Stock of the Corporation and need not be residents of the
     State of Texas.  The directors shall be divided into three classes,
     designated Class I, Class II and Class III. Each class shall consist, as
     nearly as may be possible, of one-third of the total number of directors
     constituting the entire Board of Directors.  Class I directors shall serve
     until the 1998 annual meeting of shareholders of the Corporation, Class II
     directors shall serve until the 1999 annual meeting of shareholders of the
     Corporation, and Class III directors shall serve until the 2000 annual
     meeting of shareholders of the Corporation.  At each annual meeting of
     shareholders, successors to the class of directors whose term expires at
     that annual meeting shall be elected for a three-year term.  If the number
     of directors is changed, any increase or decrease shall be apportioned
     among the classes so as to maintain the number of directors in each class
     as nearly equal as possible, and any additional director of any class
     elected to fill a vacancy resulting from an increase in such class shall
     hold office for a term that shall coincide with the remaining term of that
     class, but in no case will a decrease in 

                                      -2-
<PAGE>
 
     the number of directors shorten the term of any incumbent director. A
     director shall hold office until the annual meeting for the year in which
     his term expires and until his successor shall be elected and shall
     qualify, subject, however, to prior death, resignation, retirement,
     disqualification or removal from office. Any vacancy on the Board of
     Directors that results from an increase in the number of directors may be
     filled by a majority of the Board of Directors then in office, provided
     that a quorum is present, and any other vacancy occurring in the Board of
     Directors may be filled by a majority of the directors then in office, even
     if less than a quorum, or by a sole remaining director. Any director
     elected to fill a vacancy not resulting from an increase in the number of
     directors shall have the same remaining term as that of his predecessor.

          Notwithstanding the foregoing, whenever the holders of any one or more
     series of Preferred Stock or any other class of stock issued by the
     corporation shall have the right, voting separately by class or series, to
     elect directors at an annual or special meeting of shareholders, the
     election, term of office, filling of vacancies and other features of such
     directorships shall be governed by the terms of these Articles of
     Incorporation applicable thereto, and such directors so elected shall not
     be divided into classes pursuant to this Article VII unless expressly
     provided by such terms.

          2.  The initial Class I directors shall be Chester J. Jachimiec, James
     D. Weaver and Richard S. Rouse; the initial Class II directors shall be
     Donald L. Luke, J. Patrick Millinor, Jr. and James D. Jennings; and the
     initial Class III directors shall be Timothy Johnston, James P. Norris and
     John M. Sullivan.

          3.   No director of the Corporation shall be removed from his office
     as a director by vote or other action of the shareholders or otherwise
     except for cause.

                                ARTICLE THREE

     The number of shares of stock of the Corporation outstanding at the time of
the adoption of the foregoing amendments was 40,077,392, consisting of
23,657,709 shares of common stock, par value $.001 per share ("Common Stock"),
and 16,419,683 shares of preferred stock, par value $.001 per share ("Preferred
Stock").   The number of shares of Common Stock entitled to vote thereon was
22,802,709.  The Preferred Stock was not entitled to vote on such amendments.

                                ARTICLE FOUR

     At a special meeting of shareholders of the corporation held on September
24, 1997, (i) the holders of 15,946,838 shares of Common Stock voted for the
foregoing amendment to Article IV and the holders of 307,343 shares of Common
Stock voted against such amendment and (ii) the holders of 16,254,181 shares of
Common Stock voted for the 

                                      -3-
<PAGE>
 
foregoing amendment to Article VII and none of the holders of shares of Common
Stock voted against such amendment

                                ARTICLE FIVE

     As a result of the foregoing amendment to Article IV of the Articles of
Incorporation, the stated capital of the Corporation was reduced from
$23,657.709 to $9,463.064.

DATED: SEPTEMBER 25, 1997.

                              GROUP MAINTENANCE AMERICA CORP.



                              By: /s/  Randolph W. Bryant
                                  --------------------------------
                                  Randolph W. Bryant
                                  Senior Vice President

                                      -4-