**Exhibit3.1**

 

AMENDED AND RESTATED CERTIFICATE OF INCORPORATIONOFKOSS CORPORATION

 

Under Section 242 and 245of the Delaware General Corporation Law

 

We,MICHAEL J. KOSS, President, and SUJATA SACHDEVA, Secretary, of KossCorporation, a corporation existing under the laws of the State of Delaware, dohereby certify under the seal of said Corporation as follows:

 

FIRST:  The name of the Corporation is KossCorporation.

 

SECOND:  The Certificate of Incorporation of theCorporation was filed by the Secretary of State, Dover, Delaware, on the 12thday of October, 1971, and a Restated Certificate of Incorporation was filed onthe 16th day of November, 1977.

 

THIRD:  The amendment to the Restated Certificate ofIncorporation effected by this Certificate is to increase the number ofauthorized shares of Common Stock from eight million five hundred thousand(8,500,000) to twenty million (20,000,000) with $0.005 par value.

 

FOURTH:  The Board of Directors of the Corporation ata meeting duly called and held on October 7, 2009, at which a quorum waspresent for the transaction of all business, adopted a resolution proposing anddeclaring advisable the above-described amendment to the Restated Certificateof Incorporation and directed the amendment proposed, in the form stated in Article Vbelow, be considered at a special meeting of stockholders.

 

FIFTH:  The amendment to the Restated Certificate ofIncorporation was duly adopted in accordance with the provisions of the GeneralCorporation Law of the State of Delaware by an affirmative vote of thenecessary number of shares as required by statute at a special meeting ofstockholders on November 19, 2009.

 

SIXTH:  The text of the Restated Certificate ofIncorporation of said Koss Corporation is hereby amended and restated to readin full, as follows:

 

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ARTICLEI.  NAME

 

Thename of the Corporation shall be KOSS CORPORATION.

 

ARTICLE II.  PERIOD OF EXISTENCE

 

Theperiod of existence of the Corporation shall be perpetual.

 

ARTICLE III.  PURPOSE

 

Thepurpose of the Corporation shall be to engage in any lawful act or activity forwhich the corporation may be organized under the Delaware General CorporationLaw.

 

ARTICLE IV.  POWERS

 

Infurtherance and not in limitation of the powers conferred by statute, the Boardof Directors is expressly authorized to adopt, amend or repeal By-Laws of theCorporation, and to fix and establish by resolution or resolutions providingfor the issuance of preferred stock the voting powers, designations,preferences and relative, participating, optional or other rights, if any, ofsuch stock and the related qualifications, limitations or restrictions, as itmay deem appropriate, including, but not limited to the rate of dividends, therights of dissolution and other terms and conditions on which shares may beconverted into other classes of stock. The express power of the Board of Directors to adopt, amend or repealBy-Laws of the Corporation, shall neither divest nor limit the power of theshareholders to adopt, amend or repeal By-Laws. The Board shall not have the power to create a non-voting class ofstock.  All classes of stock authorizedand issued by the Corporation shall have some form of voting rights.

 

ARTICLE V. CAPITAL STOCK

 

Theaggregate number of shares of capital stock which the Corporation shall haveauthority to issue is twenty million (20,000,000) shares designated as “CommonStock” with $0.005 par value.

 

ARTICLE VI.  REGISTERED OFFICEAND REGISTERED AGENT

 

Theaddress of the registered office of the Corporation in the State of Delawareis:

 

CorporationTrust Center1209 Orange Street

Wilmington,Delaware 19801

 

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Thename of the registered agent of the Corporation at such address is TheCorporation Trust Company.

 

ARTICLE VII.  AMENDMENT

 

TheCertificate of Incorporation may be amended in the manner authorized by law atthe time of such amendment.

 

ARTICLE VIII.  DIRECTOR LIABILITY

 

Tothe fullest extent permitted by the Delaware General Corporation Law, as thesame exists or may hereinafter be amended, no person who is or was a directorof the Corporation shall be personally liable to the Corporation or itsstockholders for monetary damages for breach of his fiduciary duty as adirector; provided that this Article shall not eliminate or limit theliability of a person who is or was a director for any breach of the director’sduty of loyalty to the Corporation or its stockholders, for acts or omissionsnot in good faith or which involve intentional misconduct or a knowingviolation of law, for conduct that is the subject of Section 174 of theDelaware General Corporation Law or for any transaction from which such personderived an improper personal benefit.

 

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INWITNESS WHEREOF, we hereby declare and certify that this is the act and deed ofthe Corporation and that the facts herein stated are true and accordingly, wehave executed this certificate in duplicate and have caused the corporate sealof the Corporation to be hereunto affixed this 19th day of November, 2009.

 

 
|   |   | /s/  Michael J. Koss        |
|--------|--------|-----------------------------|
|   |   | Michael  J. Koss, President |

 
| [Corporate  Seal] |   |                        |
|-------------------|--------|-----------------------------|
|              |   | Attest:                     |
|              |   |                        |
|              |   |                        |
|              |   | /s/  Sujata Sachdeva        |
|              |   | Sujata  Sachdeva, Secretary |

 

 
| State  of Wisconsin  |   | )  |   |
|----------------------|--------|----|--------|
|                 | :      | SS |   |
| County  of Milwaukee |   | )  |   |

 

 

Beit remembered on this 19th day of November, 2009, personally came before me, aNotary Public in and for the county and state aforesaid, MICHAEL J. KOSS,President, and SUJATA SACHDEVA, Secretary, of Koss Corporation, a corporationof the State of Delaware, parties to the foregoing certificate, known to mepersonally to be such, and they duly executed said certificate before me andacknowledged the said certificate to be their act and deed and the act and deedof said Corporation and that the facts herein stated are true and that the sealaffixed to said certificate and attested by the Secretary of said Corporationis the common or corporate seal of said Corporation.

 

INWITNESS WHEREOF, I have hereunto set my hand and seal of office and date andyear aforesaid.

 

 
|           | /s/  Laura Acuff                   |   |
|----------------|------------------------------------|--------|
| [NOTARY  SEAL] | Notary  Public, State of Wisconsin |   |
|           | My  commission expires 8/14/13     |   |

 

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