**Exhibit 3.1**

 

**STATE OFMISSOURI . . . Office of Secretary of State**

 

**AMENDMENTOF ARTICLES OF INCORPORATION**

 

*(To besubmitted in duplicate by an attorney)*

 

 

SECRETARY OF STATESTATE OF MISSOURIP. O. BOX 778JEFFERSON CITY, MO  65102

 

Pursuant to the provisionsof The General and Business Corporation Law of Missouri, the undersignedCorporation certifies the following:

 

1.                                       The present name of the Corporation isEPIQ Systems, Inc.

 

The name under which it was originally organized wasNEWCO RGLG I, Inc.

 

2.                                       An Amendment to the Corporation’sRestated Articles of Incorporation was adopted by the shareholders on June 2,2004.

 

3.                                       A new ARTICLE TWELFTH was added to theend of the Corporation’s Restated Articles of Incorporation to read as follows:

 

**TWELFTH:**To thefullest extent permitted by The General and Business Law of Missouri, as thesame exists or may hereafter be amended, a director of this corporation shallnot be liable to the corporation or its shareholders for monetary damages forbreach of fiduciary duty as a director; provided that this Article shall noteliminate or limit the liability of a director (a) for any breach of thedirector’s duty of loyalty to the corporation or its shareholders, (b) for actsor omissions not in subjective good faith or which involve intentionalmisconduct or a knowing violation of law, (c) pursuant to section 351.345 ofThe General and Business Law of Missouri, or (d) for any transaction from whichthe director derived an improper personal benefit.

 

4.                                       Of the 17,827,627 shares outstanding,17,827,627 of such shares were entitled to vote on such amendment.

 

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# Thenumber of outstanding shares of any class **entitled to vote thereonas a class** were as follows:

#  

| **Class** | ** ** | **Number of Outstanding Shares** | ** ** |
|-----------|------------|-------------------------------------------------|------------|
|      |       |                                            |       |
| Common    |       | 17,827,627                                      |       |

#  

5.                                       The number of shares voted for andagainst the addition to ARTICLE TWELFTH of the Corporation’s Restated Articlesof Incorporation were as follows:

 

| **Class** | ** ** | **No. Voted For** | ** ** | **No. Voted Against** | ** ** |
|-----------|------------|-----------------------------|------------|---------------------------------|------------|
|      |       |                        |       |                            |       |
| Common    |       | 15,671,574                  |       | 160,588                         |       |

#  

# Ifthe amendments changed the number of par value of authorized shares having apar value, the amount in dollars of authorized shares having a par value aschanged is:

#  

# N/A

#  

# Ifthe amendments changed the number of authorized shares without par value, theauthorized number of shares without par value as changed and the considerationproposed to be received for such increased authorized shares without par valueas are to be presently issued are:

#  

# N/A

#  

# Ifthe amendments provide for an exchange, reclassification, or cancellation ofissued shares, or a reduction of the number of authorized shares of any classbelow the number of issued shares of that class, the following is a statementof the manner in which such reduction shall be effected:

#  

# N/A

 

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IN WITNESS WHEREOF, the undersigned, Christopher E.Olofson, President, has executed this instrument and Elizabeth Braham, itsSecretary has affixed its corporate seal hereto and attested said seal on the 2ndday of June, 2004.

 

 
|   | **PLACE CORPORATE** |                              |
|--------|---------------------|-----------------------------------|
|   |                | **SEAL HERE**                     |   |
|   |                |
|   | EPIQ SYSTEMS, INC.  |
|   | “NONE”    |                              |
|   |                |
|   | By:                 |                              | /s/ Christopher E. Olofson |
|   |                | Christopher E. Olofson, President |
|        |                     |                                   |  |  |  |  |

 

 
| ATTEST: |
|---------|
|    |
|    |
| By:     |   | /s/ Elizabeth Braham |   |
|    | Elizabeth Braham, Secretary |

#  

#  

| STATE OF MISSOURI | )    |
|-------------------|------|
|              | ) ss |
| COUNTY OF JACKSON | )    |

 

I, the undersigned, a Notary Public, do hereby certifythat on this 2nd day of June, 2004, Christopher E. Olofsonpersonally appeared before me who, being by me first duly sworn, declared thathe is the President of EPIQ Systems, Inc., that he signed the foregoingdocument as President of the corporation, and that the statements thereincontained are true.

 

 
| NOTARIAL SEAL                     |          | /s/ Janey M. Larkin |
|-----------------------------------|---------------|---------------------|
|                              | Notary Public |
|                              |
|                              |
| My commission expires: 11/13/2005 |

 

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Office of the Secretaryof State/Corporations Division

 

**Restated**

 

**For Profit Articles of Incorporation**

 

**FIRST. **The name of the corporation is: EPIQ Systems,Inc.

 

**SECOND. **The address of the corporation’s registeredoffice in the State of Missouri is 2800Commerce Tower, 911 Main, Kansas City, Missouri 64105, and the name of itsinitial registered agent at such address is Seigfreid, Bingham, Levy, Selzer& Gee, P.C.

 

**THIRD. **The total number of shares of all classes ofstock which the corporation shall have the authority to issue is Fifty-TwoMillion (52,000,000) consisting of Fifty Million (50,000,000) shares of CommonStock $0.01 par value per share, and Two Million (2,000,000) shares ofPreferred Stock, $1.00 par value per share.

 

**A.****                                   ****COMMON STOCK**

 

1*.**                                      **General. *The voting, dividend and liquidation rights of the holders of theCommon Stock are subject to and qualified by the rights of the holders of thePreferred Stock of any series as may be designated by the Board of Directorsupon any issuance of the Preferred Stock of any series.

 

2.                                       *Voting. *The holders of the Common Stock are entitled to one vote for each shareheld at all meetings of shareholders (and written actions in lieu of meetings).There shall be no cumulative voting.

 

3.*                                      **Dividends. *Dividends may be declared and paid on the Common Stock from fundslawfully available therefore as and when determined by the Board of Directorsand subject to any preferential dividend rights of any then outstanding seriesof Preferred Stock.

 

4.*                                      **Liquidation. *Upon the dissolution or liquidation of the Corporation, whethervoluntary or involuntary, holders of Common Stock will be entitled to receiveall assets of the Corporation available for distribution to its shareholders,subject to any rights of any then outstanding series of Preferred Stock.

 

**B.****                                   ****PREFERRED STOCK.**

 

Preferred Stock may be issued from time to time in one or more series,each of such series to have such terms as stated or expressed herein and in theresolution or resolutions providing for the issue of such series adopted by theBoard of Directors of the Corporation as hereinafter provided. Authority ishereby expressly granted to the Board of Directors from time to time to issuethe Preferred Stock in one or more series, and in connection with the creationof any such series, by resolution or resolutions providing for the issue of theshares thereof, to determine and fix such voting powers, full or limited, or novoting powers and such designations, preferences and relative,

 

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participating,optional or other special rights, and qualifications, limitations andrestrictions thereof, including without limitation, dividend rights, conversionrights, redemption privileges and liquidation preferences, as shall be statedand expressed in such resolutions, all to the full extent now or hereafterpermitted by the General and Business Corporation Law of Missouri. Withoutlimiting the generality of the foregoing, except as otherwise provided in theresolutions providing for the issuance of any series of Preferred Stock, theresolutions providing for issuance of any series of Preferred Stock may providethat such series shall be superior or rank equally or be junior to thePreferred Stock of any other series to the extent permitted by law. Except asotherwise provided in the resolutions providing for the issuance of any seriesof Preferred Stock, no vote of the holders of the Preferred Stock or CommonStock shall be a prerequisite to the issuance of any shares of any series of thePreferred Stock authorized by and complying with the conditions of theseArticles of Incorporation.

 

**C.****                                   ****GENERAL.**

 

No shareholder shall be entitled as a matter of right to subscribe for,purchase or receive any part of any new or additional issue of stock of anyclass, whether now or hereafter authorized, or of any bonds, debentures orother securities convertible into stock of any class, and all such additionalshares of stock, bonds, debentures or other securities convertible into stockmay be issued by the Board of Directors to such person or persons, on suchterms and for such consideration as the Board of Directors, in theirdiscretion, may determine.

 

**FOURTH. **The name and place of residence of theincorporator are as follows:

 
| Name           |   | Residence                               |
|----------------|--------|-----------------------------------------|
|           |   |                                    |
| Marvin L. Rich |   | 6632 Wenoga Road  Mission, Kansas 66208 |

 

**FIFTH. **The number of directors to constitute thefirst board of directors of the corporation is five (5). Thereafter the numberof directors shall be fixed by, or in the manner provided in, the bylaws of thecorporation. Any change in the number of directors shall be reported to theSecretary of State within thirty (30) calendar days of such change. Directorsneed not be shareholders unless the bylaws require them to be shareholders.

 

The persons to constitutethe board of directors, each of whom shall hold office until the next annualmeeting of the shareholders or until his successor shall have been elected andqualified, are as follows:

 

Tom W. OlofsonChristopher E. OlofsonRobert C. LevyW. Bryan SatterleeEdward M. Connolly, Jr.

 

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**SIXTH. **The duration of the corporation is perpetual.

 

**SEVENTH. **This corporation is formed for the followingpurposes:

 

(a)  To engage in every aspect of data processing,creation of data bases, communication and other computer related activities.

 

(b)  To buy, lease, rent or otherwise acquire,own, hold, use, divide, partition, develop, improve, operate and sell, lease,mortgage or otherwise dispose of, deal in and turn to account real estate,leaseholds and any and all interests or estates therein or appertainingthereto; and to construct, manage, operate, improve, maintain and otherwisedeal with buildings, structures and improvements situated or to be situated onany real estate or leasehold.

 

(c)  To engage in any mining, manufacturing,chemical, metallurgical, processing or related business, and to buy, lease,construct or otherwise acquire, own, hold, use, sell, lease, mortgage orotherwise dispose of, plants, works, facilities and equipment therefore.

 

(d)  To buy, utilize, lease, rent, import, export,manufacture, produce, design, prepare, assemble, fabricate, improve, develop,sell, lease, mortgage, pledge, hypothecate, distribute and otherwise deal in atwholesale, retail or otherwise, and as principal, agent or otherwise, allcommodities, goods, wares, merchandise, machinery, tools, devices, apparatus,equipment and all other personal property, whether tangible or intangible, ofevery kind without limitation as to description, location or amount.

 

(e)  To apply for, obtain, purchase, lease, takelicenses in respect of or otherwise acquire, and to hold, own, use, operate,enjoy, turn to account, grant licenses in respect of, manufacture under,introduce, sell, assign, mortgage, pledge or otherwise dispose of:

 

1.                                       Any and all inventions, devices, processesand formulae and any improvements and modifications thereof;

 

2.                                       Anyand all letters patent of the UnitedStates or of any other country, state or locality, and all rights connectedtherewith or appertaining thereto.

 

3.                                       Any and all copyrights granted by the UnitedStates or any other country, state or locality;

 

4.                                       Any and all trademarks, trade names, tradesymbols and other indications of origin and ownership granted by or recognizedunder the laws of the United States or of any other country, state or locality;and to conduct and carry on its business in any or all of its various branchesunder any trade name or trade names.

 

(f)  To engage in, carry on and conduct research,experiments, investigations, analyses, studies and laboratory work, for thepurpose of discovering new products or to improve products, articles andthings, and to buy, construct or otherwise acquire, own, operate, maintain,lease, sell, mortgage or otherwise dispose of, laboratories and similarfacilities, plants and any and all other establishments, and to procure,construct, own, use, hold and dispose of all necessary equipment in respectthereof, for the purposes aforesaid.

 

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(g)  To enter into any lawful contract orcontracts with persons, firms, corporations, other entities, governments or anyagencies or subdivisions thereof, including guaranteeing the performance of anycontract or any obligation of any person, firm, corporation or other entity.

 

(h)  To purchase and acquire, as a going concernor otherwise, and to carry on, maintain and operate all or any part of theproperty or business of any corporation, firm, association, entity, syndicateor person whatsoever, deemed to be of benefit to the corporation, or of use inany manner in connection with any of its purposes; and to dispose thereof uponsuch terms as may seem advisable to the corporation.

 

(i)  To purchase or otherwise acquire, hold, sell,pledge, reissue, transfer or otherwise deal in, shares of the corporation’s ownstock provided that it shall not use its funds or property for the purchase ofits own shares of stock when such use would be prohibited by law, by thearticles of incorporation or by the bylaws of the corporation; and, providedfurther, that shares of its own stock belonging to it shall not be voted upondirectly or indirectly.

 

(j)  To invest, lend and deal with moneys of thecorporation in any lawful manner, and to acquire by purchase, by the exchangeof stock or other securities of the corporation, by subscription or otherwise,and to invest in, to hold for investment or for any other purpose, and to use,sell, pledge or otherwise dispose of, and in general to deal in any interestconcerning or enter into any transaction with respect to (including “long” and “short”sales of) any stocks, bonds, notes, debentures, certificates, receipts andother securities and obligations of any government, state, municipality, corporation,association or other entity, including individuals and partnerships and, whileowner thereof, to exercise all of the rights, powers and privileges ofownership, including, among other things, the right to vote thereon for any andall purposes and to give consents with respect thereto.

 

(k)  To borrow or raise money for any purpose ofthe corporation and to secure any loan, indebtedness or obligation of thecorporation and the interest accruing thereon, and for that or any otherpurpose to mortgage, pledge, hypothecate or charge all or any part of thepresent or hereafter acquired property, rights and franchises of thecorporation, real, personal, mixed or of any character whatever, subject onlyto limitations specifically imposed by law.

 

(I)  To do any or all of the things hereinaboveenumerated alone for its own account, or for the account of others, or as theagent for others, or in association with others or by or through others, and toenter into all lawful contracts and undertakings in respect thereof.

 

(m)  To have one or more offices, to conduct itsbusiness, carry on its operations and promote its objects within and withoutthe State of Missouri and anywhere in the world, without restriction as toplace, manner or amount, but subject to the laws applicable thereto; and to doany or all of the things herein set forth to the same extent as a naturalperson might or could do and in any part of the world, either alone or in thecompany with others.

 

(n)  In general, to carry on any other business inconnection with each and all of the foregoing or incidental thereto, and tocarry on, transact and engage in any and every lawful business or other lawfulthing calculated to be of gain, profit or benefit to the corporation as fullyand freely as a natural person might do, to the extent and in the manner,

 

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and anywhere within andwithout the State of Missouri, as it may from time to time determine; and tohave and exercise each and all of the powers and privileges, either direct orincidental, which are given and provided by or are available under the laws ofthe State of Missouri in respect of general and business corporations organizedfor profit thereunder; provided, however, that the corporation shall not engagein any activity for which a corporation may not be formed under the laws of theState of Missouri.

 

None of the purposes andpowers specified in any other paragraphs of this Article SEVENTH shall be inany way limited or restricted by reference to or inference from the terms ofany other paragraph, and the purposes and powers specified in each of theparagraphs of this Article SEVENTH shall be regarded as independent purposesand powers. The enumeration of specific purposes and powers in this ArticleSEVENTH shall not be construed to restrict in any manner the general purposesand powers of this corporation, nor shall the expression of one thing be deemedto exclude another, although it be of like nature. The enumeration of purposesor powers herein shall not be deemed to exclude or in any way limit byinference any purposes of powers which this corporation has power to exercise,whether expressly by the laws of the State of Missouri, now or hereafter ineffect, or impliedly by any reasonable construction of such laws.

 

**EIGHTH. **(a) Except as may be otherwise specifically provided by statute, or thearticles of incorporation or the bylaws of the corporation, as from time totime amended, all powers of management, direction and control of the corporationshall be, and hereby are, vested in the board of directors.

 

(b)                                 The bylaws of the corporation may from timeto time be altered, amended, suspended or repealed, or new bylaws may beadopted, in any of the following ways: (i) by the affirmative vote, at anyannual or special meeting of the shareholders, of the holders of a majority ofthe outstanding shares of stock of the corporation entitled to vote; or (ii) byresolution adopted by a majority of the full board of directors at a meetingthereof, or adopted by a majority of the full board of directors at a meetingthereof, or (iii) by unanimous written consent of all the shareholders or allthe directors in lieu of a meeting; provided, however, that the power of thedirectors to alter, amend, suspend or repeal the bylaws or any portion thereofmay be denied as to any bylaws or portion thereof enacted by the shareholdersif at the time of such enactment the shareholders shall so expressly provide.

 

(c)                                  The corporation may agree to the terms andconditions upon which any director, officer, employee or agent accepts hisoffice or position and in its bylaws or otherwise may agree to indemnify andprotect any director, officer, employee or agent to the extent permitted by thelaws of Missouri.

 

**NINTH. **Insofar as it is permitted under the laws ofMissouri and except as maybe otherwise provide by the bylaws of thecorporation, no contract or other transaction between this corporation and anyother firm or corporation shall be affected or invalidated solely by reason ofthe fact that any director or officer of this corporation is interested in, oris a member, shareholder, director or officer of such other firm orcorporation; and any director or officer of this corporation, individually orjointly with one or more other directors or officers of this corporation, maybe a party to, or may be interested in, any contract or transaction of thiscorporation or in which this corporation is interested, and no such contract ortransaction shall be invalidated thereby.

 

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**TENTH. **The directors shall have power to hold theirmeetings and to keep the books (except any books required to be kept in theState of Missouri, pursuant to the laws thereof) at any place within or withoutthe State of Missouri.

 

**ELEVENTH. **The corporation shall be entitled to treatthe registered holder of any shares of the corporation as the owner of suchshares and of all rights derived from such shares for all purposes. Thecorporation shall not be obligated to recognize any equitable or other claim toor interest in such shares or rights on the part of any other person,including, but without limiting the generality of the term “person”, apurchaser, pledgee, assignee or transferee of such shares or rights, unless anduntil such person becomes the registered holder of such shares, and theforegoing shall apply whether or not the corporation shall have either actualor constructive notice of the interest of such person.

 

The foregoing RestatedArticles of Incorporation correctly set forth without change the correspondingprovisions of the corporation’s Articles of Incorporation as heretofore amendedand supersede the original Articles of Incorporation and all amendmentsthereto.

 

IN WITNESS WHEREOF, theundersigned, Christopher E. Olofson, President/COO, has executed thisinstrument and Janice Katterhenry, its Secretary, has affixed its corporateseal hereto and attested said seal on the 23rd day of October, 2001

 
|    | EPIQ Systems, Inc. |
|---------|--------------------|
|    |               |
|    | By:                |   /s/ Christopher E. Olofson |
|    |               | Christoper E. Olofson, President/COO |
| ATTEST: |               |
|    |               |
| By:     |               | /s/ Janice Katterhenry |   |   |
|    |               | Janice Katterhenry,  Secretary |   |
|         |                    |  |  |  |  |  |

 

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| STATE OF KANSAS     | )     |
|---------------------|-------|
|                | ) ss. |
| COUNTY OF WYANDOTTE | )     |

 

I, the undersigned, a NotaryPublic, do hereby certify that on this 23rd day of October, 2001,Christopher E. Olofson personally appeared before me who, being by me firstduly sworn, declared that he is President and Chief Operating Officer of thecorporation, and that the statements therein contained are true.

 

(SEAL)

 
|                            |          | /s/   Judy  E. Schuberger |
|---------------------------------|---------------|------------------------------------------|
|                            | Notary Public |
|                            |          |
| My Commission Expires:  5/14/05 |          |

 

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