##### 



EXHIBIT
 3.1
 ARTICLES OF INCORPORATION
  Secretary of State, State of Illinois
 Filing Fee: $150.00; Franchise Tax $25.00; Total $175.00; File # 63399264; Approved: BE
 1.
    
    CORPORATE NAME: METROCORP MERGER CORPORATION2.
    
    Initial Registered Agent: Gary D. AndersenInitial Registered Office: 1523 8th Street, East Moline, IL 61244, County of Rock Island3.
    
    Purpose or purposes for which the corporation is organized: The transaction of any or lawful
purposes for which corporations may be incorporated under the Illinois Business Corporation
Act of 1983.4.
    
    Authorized Shares, Issued Shares and Consideration Received:Class: common; Number of Shares Authorized: 3,000,000; Number of Shares Proposed to be
issued: 100; Consideration to be Received Therefor: $1,000.00; Total $1,000.00The preferences, qualifications, limitations, restrictions and special or relative rights in
respect of the shares of each class are: par value is two dollars per share ($2.00).5.
    
    Optional:
 (a)
    
    Number of directors constituting the initial board of directors or the corporation: seven(b)
    
    Names and addresses of the persons who are to serve as directors until the first annual
meeting of shareholders or until their successors are elected and qualify:
 Name
    
    AddressBen H. Ryan, Jr.
    
    2600 5th Court, East Moline, IL 61244Gary D. Andersen
    
    524 48th Avenue, East Moline, IL 61244Jay Van Paemel
    
    469 Ravine Avenue, Port Byron, IL 61275Nancy R. Hamilton
    
    2328 8th Street, East Moline, IL 61244Dan Ligino
    
    1407 19th Street, East Moline, IL 61244Jeffry F. Guthrie
    
    2174 10th Street Place, East Moline, IL 61244David A. Skinner
    
    3410 76th Street, Moline, IL 61265
 6.
    
    Optional:
 
 7.
    
    Optional: Other Provisions, e.g., authorizing preemptive rights, denying cumulative voting,
regulating internal affairs, voting majority requirements, fixing a duration other than
perpetual, etc.In furtherance and not in limitation of the powers conferred by statute, the board of
directors of the Corporation is expressly authorized to make, alter or repeal the by-laws of
the Corporation.




---



##### 



Whenever a compromise or arrangement is proposed between this Corporation and its creditors
or any class of them and/or between this Corporation and its stockholders or any class of
them, any court of equitable jurisdiction within the State of Illinois may, on the
application in a summary way of this Corporation or of any creditor or stockholder thereof
or on the application of any receiver or receivers appointed for this Corporation under
Illinois law or on the application of trustees in dissolution order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court directs. If
a majority in number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of this
Corporation as consequence of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case may be, and
also on this Corporation.Meetings of stockholders may be held within or without the State of Illinois, as the by-laws
may provide. The books of the Corporation may be kept (subject to any provision contained in
the statutes) outside the State of Illinois at such place or places as may be designated
from time to time by the board of directors or in the by-laws of the Corporation. Elections
of directors need not be by written ballot unless the by-laws of the Corporation shall so
provide.The Corporation reserves the right to amend, alter, change or repeal any provision contained
in these articles of incorporation, in the manner now or hereafter prescribed by statute,
and all rights conferred upon stockholders herein are granted subject to this reservation.Except as by-laws adopted by the stockholders may provide for a greater quorum requirement,
a majority of the then outstanding shares of stock shall constitute a quorum at any meeting
of the stockholders. Except as by-laws adopted by the stockholders may provide for a greater
voting requirement, and except as provided below with respect to action on an Extraordinary
Corporate Event (defined below), action on a matter other than the election of directors is
approved if a quorum of all then outstanding shares of stock in the Corporation exists and
such action is approved by the affirmative vote of a majority of such quorum. Any by-law
adding, changing, or deleting a greater quorum or voting requirement for stockholders shall
meet the same quorum requirement and be adopted by the same vote required to take action
under the quorum and voting requirements then in effect or proposed to be adopted, whichever
are greater. Voting on Extraordinary Corporate Events shall be governed by the following
three ruler.
 (a) Extraordinary Corporate Event. An Extraordinary Corporate Event shall
mean an amendment to these Articles of Incorporation; a plan of merger or consolidation; the
sale, lease, change, transfer or other disposition of all or substantially all of the assets
of the Corporation; the granting of consent to the disposition of property other than in the
ordinary course of business by an entity controlled by the Corporation; and a plan for the
liquidation or dissolution of the Corporation.(b) Events Approved by the Board. With respect to action approved by the
affirmative vote of a majority of the directors then in office on an Extraordinary Corporate
Event, such action shall be approved by the affirmative vote of two-thirds of all then
outstanding shares of stock in the Corporation entitled at the time to vote on such action.(c) Events Not Approved by Board. With respect to an action not approved by the
affirmative vote of a majority of the directors then in office on an Extraordinary Corporate
Event, such action shall be approved by the affirmative vote of 80 percent of the then
outstanding shares of stock of the Corporation entitled at the time to vote on such action.
 -2-




---



##### 



Officers of the Corporation or the Corporations subsidiaries shall not receive
compensation, consideration or a promise of compensation or consideration from a company
merging with the Corporation or surviving an acquisitions of the Corporation, in connection
with a merger or acquisition, unless said compensation or consideration has been approved in
advance by the board of directors of the Corporation. Compensation and consideration shall
include, but shall not be limited to, employment contracts, bonuses, stock options, stock
awards or other benefits associated with an acquisition or merger.8.
    
    Name(s) and Address(es) of Incorporator(s):The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the
statements made in the foregoing Articles of Incorporation are true.Dated: February 9, 2004
 Signature and Name
    
    AddressMETROCORP, INC.
    
    1523 8th Street, East Moline, IL 61244a Delaware corporationBy /s/ Gary D. Andersen, President

    
    524 48th Avenue, East Moline, IL 61244Attest:/s/ Jay Van Paemel, Secretary
    
    469 Ravine Avenue, Port Byron, IL 61275
 -3-




---



##### 



ARTICLES OF MERGER,
 CONSOLIDATION OR EXCHANGE
  Secretary of State, State of Illinois
  1.
    
    Names of the corporations proposing to merge, and the state or country of their
incorporation:
 State orCounty ofName of Corporation
    
    Incorporation
    
    Corporation File NumberMETROCORP, INC.
    
    Delaware
    
    F5041-934-7METROCORP MERGER CORPORATION
    
    Illinois
    
    D6339-926-4
 2.
    
    The laws of the state or country under which each corporation is incorporated permits such
merger, consolidation or exchange.
   4.
    
    Plan of merger is as follows: See attached merger agreement5.
    
    Plan of merger was approved, as to each corporation not organized in Illinois, in compliance
with the laws of the state under which it is organized, and (b) as to each Illinois
corporation, as follows: (The following items are not applicable to mergers under §11.30  90%
owned subsidiary provisions. See Article 7.)
 Name of CorporationMETROCORP MERGER CORPORATION
    
    By the shareholders, a resolution of the boardof directors having been duly adopted and submittedto a vote at a meeting of shareholders. Not lessthan the minimum number of votes required by statuteand by the articles of incorporation voted in favor ofthe action taken. (§11.20)
 6.
    
    Not applicable if surviving, new or acquiring corporation is an Illinois corporation: Not
applicable7.
    
    If reporting a merger under §11.3090% owned subsidiary provisions: Not applicable8.
    
    The undersigned corporations have caused these articles to be signed by their duly authorized
officers, each of whom affirms, under penalties of perjury, that the facts stated herein are
true.
 Dated: March 15, 2004
    
    Exact Name of Corporation: METROCORP, INC./s/ Gary D. Andersen, PresidentDated March 15, 2004
    
    Exact Name of Corporation: METROCORP MERGER CORPORATION/s/ Gary D. Andersen, President
 - 4 -




---



##### 



MERGER AGREEMENT AND
PLAN OF REORGANIZATION
       
         - 5 -




---



##### 



Merger
 Effect of the Merger
 Assets and Rights
 Liabilities
 Accounting
 Board of Directors
 Stock Records
 Stock Certificates
 - 6 -




---



##### 



Service of Process
 Further Assurances
 
 Shareholders Who Are to Receive MMC Shares
  - 7 -




---



##### 



MMC Shareholder
 
 Representations and Warranties of MMC
 Organization and Authority
 Capitalization
 Authorization
 Representations and Warranties of Metro
 Organization and Authority
 Capitalization
 - 8 -




---



##### 



Authorization
 
 Conditions
   Termination
    Release
 - 9 -




---



##### 



Waivers and Amendment
 Entire Agreement
 Counterparts
 Governing Law
 Notices
 METRO:
    
    Gary D. Andersen, PresidentMETROCORP, INC.1523  8th StreetEast Moline, IL 61244-2190MMC:
    
    Gary D. Andersen, PresidentMETROCORP MERGER CORPORATION1523  8th StreetEast Moline, IL 61244-2190
  METROCORP, INC.Attest:/s/ J. Van Paemel, Secretary and Director
    
    /s/ Gary D. Andersen, President and DirectorMETROCORP MERGER CORPORATIONAttest:/s/ J. Van Paemel, Secretary and Director
    
    /s/ Gary D. Andersen, President and Director
 - 10 -




---



##### 



ARTICLE OF AMENDMENT
 Secretary of State, State of Illinois
  1.
    
    CORPORATE NAME: METROCORP, INC.2.
    
    MANNER OF ADOPTION OF AMENDMENT:The following amendment of the Articles of Incorporation was adopted on April 19, 2004 in
the manner indicated below.By the shareholders, in accordance with Section 10.20, a resolution of the board of
directors having been duly adopted and submitted to the shareholders. At a meeting of
shareholders, not less than the minimum number of votes required by statute and by the
articles of incorporation were voted in favor of the amendment.*3.
    
    TEXT OF AMENDMENT:
 
    
 -11-




---



##### 



APPLICATION FOR AMENDED CERTIFICATE OF AUTHORITY
 To the Secretary of State of the State of Iowa:
  1.
    
    The name of the corporation is METROCORP, INC. and the name the corporation uses in Iowa if
different than its real name is (SAME). The corporate name has been changed to (UNCHANGED).2.
    
    The state (or foreign country) of incorporation on the records of the Secretary of State of
Iowa is Delaware. The state (or foreign country) of incorporation has been changed to
Illinois.3.
    
    The duration of the corporation on the records of the Secretary of State of Iowa is
perpetual. The duration has been changed to (Unchanged).4.
    
    The date of incorporation of the corporation was August 27, 1973.5.
    
    The street address of its principal office is 1523  8th Street, East Moline, Illinois 61244.6.
    
    The street address of its registered office in Iowa and the name of its registered agent at
that office: Marcus V. Hobert, 2322 East Kimberly Road, Davenport, Iowa 52807.7.
    
    The names and business addresses of its current directors and officers:Gary D. Andersen, Director and President, 524  48th Avenue, East Moline, Illinois 61244
Jay Van Paemel, Director and Secretary, 469 Ravine Avenue, Port Byron, IL 61275
Ben H. Ryan, Jr., Director and Chairman, 2600  5th Court, East Moline, IL 61244
Nancy R. Hamilton, Director and Vice President, 2328  8th Street, East Moline, IL 61244See attached supplement8.
    
    A certificate of existence, or a document of similar import, duly authenticated by the
official having custody of corporate records in the state or county of incorporation,
accompanies this application.9.
    
    Signature /s/ Gary D. Andersen, President
 -12-




---



##### 



REPORT FOLLOWING MERGER OR CONSOLIDATION
 
 Secretary of State, State of Illinois
 1.
    
    CORPORATE NAME:               
                   
         
             METROCORP, INC.2.
    
    STATE OR COUNTRY OF INCORPORATION:                 Illinois3.
    
    Issued shares of each corporation party to the merger prior to the merger:
 Par
    
    NumberCorporation
    
    Class
    
    Series
    
    Value
    
    of SharesMETROCORP, INC.
    
    common
    
    none
    
    
    2.00
    
    
    
    249,003METROCORP MERGER CORPORATION
    
    common
    
    none
    
    
    2.00
    
    
    
    100
 4.
    
    Paid-in Capital of each corporation party to the merger prior to the merger:
 Corporation
    
    Paid-in CapitalMETROCORP, INC.
    
    $
    4,789,079METROCORP MERGER CORPORATION
    
    $
    1,000
 5.
    
    Description of the merger: (Include effective date and a brief explanation of the conversion
as stated in the plan of merger.) METROCORP, INC., a Delaware created, totally funded, and
wholly owns METROCORP MERGER CORPORATION. METROCORP shareholders receive shares of surviving
corporation on a 1 to 1 basis and existing shares of METROCORP MERGER CORPORATION are canceled
and extinguished. The purpose of the merger was to change the state of incorporation from
Delaware to Illinois, to be effective when acknowledged by the respective secretary of states.
[eff 4-12-04]
 6.
    
    Issued shares after merger:
 Class
    
    Series
    
    Par Value
    
    Number of Sharescommon
    
    none
    
    2.0
    
    249,003
 7.
    
    Paid-in Capital of the surviving or new corporation: $4,789,079. (Paid-in Capital
replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these
accounts.)
 8.
    
    The undersigned corporation has caused this statement to be signed by a duly authorized
officer who affirms, under penalties of perjury, that the facts stated herein are true:
  /s/
Gary Andersen,
President
 - 13 -