Exhibit 3.1
RESTATED
CERTIFICATE OF INCORPORATION
OF EMCORE CORPORATION
Reuben F. Richards, Jr., being over the age of eighteen and acting as a duly authorized officer of Emcore
Corporation and by virtue of the provisions of the New Jersey Business Corporation Act, Title 14A of the
Revised Statutes of the State of New Jersey, hereby certifies that the Restated Certificate of Incorporation of
Emcore Corporation is as follows:
FIRST: The name of the Corporation is:
EMCORE Corporation
SECOND: The purpose for which this Corporation is organized is to engage in any activity within the purposes
for which corporations may be organized under the New Jersey Business Corporation Act.
THIRD: The registered office of the Corporation is:
394 Elizabeth Avenue Somerset, NJ 08873
and the name of the corporation's registered agent at such address is:
Thomas G. Werthan
FOURTH: The total number of shares of Capital Stock of the Corporation shall be 55,882,352 shares of which:
A. Of the Capital Stock, 50,000,000 shares shall consist of Common Stock which shall be entitled to one vote
per share of all matters which holders of the Common Stock shall be entitled to vote on.
B. Of the Capital Stock, 5,882,352 shares shall consist of Preferred Stock which may be divided into such
classes and such series as shall be established from time to time by resolutions of the Board of Directors and filed
as an amendment to this Certificate of Incorporation, without any requirement of vote or class vote of
shareholders. The Board of Directors shall have the right and power to establish and designate in any such Class
or Series Resolution such priorities, powers, preferences and relative, participating, optional or other special
rights and qualifications, limitations and restrictions as it shall determine.
The priorities, powers, preferences and relative, participating optional or other special rights and qualifications,
limitations and restrictions of the Class of Preferred Stock
designated "Series I Redee