EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.
Quantum Fuel Systems Technologies Worldwide, Inc. (the "Corporation"), a corporation organized and existing
under the laws of the State of Delaware,
DOES HEREBY CERTIFY:
1. That the name of the Corporation is Quantum Fuel Systems Technologies Worldwide, Inc. The Corporation
was originally incorporated under the name "Quantum Technologies, Inc."; and the original Certificate of
Incorporation, the Certificate of Correction, the first Certificate of Amendment of the Certificate of Incorporation,
and the second Certificate of Amendment of the Certificate of Incorporation of the Corporation were filed with
the Secretary of State of the State of Delaware on October 13, 2000, October 19, 2000, June 1, 2001, and
August 16, 2001, respectively.
2. That at a meeting of the Board of Directors of the Corporation duly held on July 17, 2002, resolutions were
duly adopted setting forth the proposed amendment and restatement of the Certificate of Incorporation of the
Corporation and declaring said amendment and restatement to be advisable. The resolution setting forth the
proposed amendment and restatement is as follows:
RESOLVED, that the Amended and Restated Certificate of Incorporation be, and it hereby is, amended and
restated in its entirety to read as set forth in the attached Amended and Restated Certificate of Incorporation;
3. That thereafter, pursuant to resolution of the Board of Directors, the stockholders of the Corporation
approved such amendment by written consent in accordance with Section 228 of the General Corporation Law
of the State of Delaware. A majority of the outstanding stock entitled to vote thereon has been voted in favor of
said amendment.
4. That said amendment and restatement was duly adopted in accordance with the provisions of Sections 242
and 245 of the General Corporation Law of the State of Delaware. This Amended and Restated Certificate of
Incor