EX-3 2 tomi-s1_restated.txt Exhibit 3.1 ARTICLES OF RESTATEMENT OF TOMI ENVIRONMENTAL SOLUTIONS, INC. To the Department of State State of Florida Pursuant to the provisions of the Florida Business Corporation Act, the corporation hereinafter named (the "corporation") does hereby restate its Articles of Incorporation. 1. The name of the corporation is TOMI ENVIRONMENTAL SOLUTIONS, INC. 2. The text of the Restated Articles of Incorporation of the corporation is annexed hereto and made a part hereof. * * * * * * * CERTIFICATE It is hereby certified that: 1. The annexed restatement (Restated Articles of Incorporation) does not contain any amendment to the Articles of Incorporation of the corporation requiring shareholder approval. 2. The Board of Directors of the corporation adopted the annexed restatement (Restated Articles of Incorporation). * * * * * * * Executed on October 5, 2009. TOMI ENVIRONMENTAL SOLUTIONS, INC. /s/ Halden Shane _______________________________________ Name of officer: Halden Shane Title of officer: CEO ARTICLES OF RESTATEMENT OF TOMI ENVIRONMENTAL SOLUTIONS, INC. ARTICLE I NAME The name of the corporation is: "TOMI Environmental Solutions, Inc." ARTICLE II PRINCIPAL OFFICE The principal street address is: 9454 Wilshire Blvd., Penthouse, Beverly Hills, CA 90212. ARTICLE III PURPOSE The purpose for which the corporation is organized is: To engage in any lawful act or activity for which corporations may be organized under the Florida Business Corporation Act. ARTICLE IV SHARES The company is authorized to issue 75,000,000 common shares. The par value of the common shares remains $.01 par value per share. The company is authorized to issue 1,000,000 shares of cumulative, convertible $.01 Preferred A stock. Preferred shares are convertible into common shares at a conversion ratio of one share of preferred stock for one share of common stock. The Preferred A stock has no dividend attached. The Company is authorized to issue 4,000 shares of Series B Preferred Stock. The Series B Preferred Stock shall be convertible at an exchange rate of 200 common shares for each Series B share and have a stated value per share of $1,000. The Series B Stock shall carry a cumulative dividend of 7.5% per annum and shall be senior in liquidation preference to the Common Stock and equal in liquidation preference to all other authorized classes of Preferred Stock. The dividend is payable in kind, at the election of the Company. ARTICLE V OFFICERS AND/OR DIRECTORS Title: CEO Name: Shane, Halden S Address: 9454 Wilshire Blvd., Penthouse City-St-Zip: Beverly Hills, CA 90212 Title: COO Name: Johnson, Richard L Address: 9454 Wilshire Blvd., Penthouse City-St-Zip: Beverly Hills, CA 90212 Title: D Name: Brown, Willie L Jr. Address: 9454 Wilshire Blvd., Penthouse City-St-Zip: Beverly Hills, CA 90212 Title: D Name: Paul, Harold W Address: 9454 Wilshire Blvd., Penthouse City-St-Zip: Beverly Hills, CA 90212 ARTICLE VI REGISTERED AGENT The name and Florida street address of the registered agent is: Corporation Service Company, 1201 Hays Street, Tallahassee, FL 32301. ARTICLE VII INCORPORATOR The name and address of the Incorporator is: N/A