**Exhibit 3.1**

 

AMENDED AND RESTATED 

 

ARTICLES OF INCORPORATION 

OF 

REPTRON ELECTRONICS, INC. 

 

Reptron Electronics, Inc., a corporation organized and existing under the laws of the Florida Business Corporation Act (the “Corporation”),hereby certifies as follows: 

 

A. The name of the corporationis Reptron Electronics, Inc. The original Articles of Incorporation of the corporation was filed with the Secretary of State of the State of Florida on December 30, 1993. 

 

B. Pursuant to sections 607.1008 of the Florida Statutes and the order dated January 14, 2004 of the United StatesBankruptcy Court for the Southern District of Florida (the “Court”), which has jurisdiction over the Corporation in a case under Chapter 11 of Title 11 of the United States Code, In re Reptron Electronics, Inc., pending in the UnitedStates Bankruptcy Court Southern District of Florida West Palm Beach Division Case No. 03-35966-BKC-PGH, these Amended and Restated Articles of Incorporation restates and integrates and further amends the provisions of the Amended Articles ofIncorporation of the Corporation, as previously amended. 

 

C.The text of the Amended and Restated Articles of Incorporation as previously amended or supplemented are restated and further amended to read in its entirety as follows: 

 

FIRST: The name of the Corporation is Reptron Electronics, Inc. 

 

SECOND: The address of the Corporation’s registered office in the Stateof Florida is 13700 Reptron Boulevard, Tampa, Florida, 33626. The name of the registered agent at that address is Paul J. Plante. 

 

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Florida BusinessCorporation Act. 

 

FOURTH: The corporation is authorized toissue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of all classes of stock that the Corporation shall have authority to issue is Sixty Million (60,000,000)shares. Fifty Million (50,000,000) shares shall be Common Stock, each having a par value of $0.01 per share. Ten Million (10,000,000) shares shall be Preferred Stock, each having a par value of $0.01 per share. The Preferred Stock may be issued fromtime to time in one or more series. The Board of Directors is hereby authorized, by filing a certificate (a “Preferred Stock Designation”) pursuant to the Florida Business Corporation Act, to fix or alter from time to time the designation,powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions of any wholly unissued series of Preferred 

Stock, and to establish from time to time the number of shares constituting any such series or any of them, and toincrease or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased inaccordance with the foregoing sentence, the shares constituting such decrease shall resume the status they had prior to the adoption of the resolution originally fixing the number of shares of such series. To the extent required by Section 1123(a)of Title 11, Chapter 11 of the United States Code and notwithstanding anything to the contrary herein, in no event shall the Corporation be authorized to issue any class or series of nonvoting equity securities. 

 

FIFTH: The management of the business and the conduct of the affairs of theCorporation shall be vested in its Board of Directors. The number of directors shall be six. The number of directors can be increased decreased from time to time exclusively by one or more resolutions adopted by the Board of Directors. 

 

SIXTH: In furtherance and not in limitation of the powers conferred bystatute, the Board of Directors is expressly authorized to make, alter or repeal the Bylaws of the Corporation. 

 

SEVENTH: Election of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide. 

 

EIGHTH: No director of this corporation shall be personally liable to thecorporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not ingood faith or which involve intentional misconduct or a knowing violation of law, (iii) for any transaction from which the director derived an improper personal benefit; or (iv) for any acts, omissions or transactions which occurred prior to theeffective date (February 3, 2004) of the Plan. If the Florida Business Corporation Act is amended after the date hereof to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of adirector shall be eliminated or limited to the fullest extent permitted by the Florida Business Corporation Act, as so amended. Any repeal or modification of this Article Eighth shall be prospective and shall not affect the rights under this ArticleEighth in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification. Notwithstanding any of the provisions of these Amended and Restated Articles of Incorporation, these Amended andRestated Articles of Incorporation shall not in any way countermand or otherwise affect provisions concerning indemnification set forth in the “Modified Second Amended Plan of Reorganization Under Chapter 11 of the Bankruptcy Code” of theCorporation (the “Plan”) or the Order of the Court confirming the Plan, entered on January 14, 2004. 

 

NINTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Amended and Restated Articles ofIncorporation in the manner now or hereafter prescribed by statute. 

IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation has been signed by                    , its authorized officer this 4th day of February, 2004. 

 

Reptron Electronics, Inc.

By:
 
 

Name:
  
Title: