ARTICLES OF INCORPORATION
 
                                       OF
 
                              LSI INDUSTRIES INC.
 
         FIRST.  The name of the Corporation shall be LSI Industries Inc.
 
         SECOND. The place in Ohio where its principal office is to be located
is 10000 Alliance Road, Cincinnati, Hamilton County, Ohio 45242.
 
         THIRD.  The nature of the business and the purposes to be conducted
and promoted by the Corporation is to engage in designing, manufacturing and
supplying of electrical lighting systems and graphic products and to do any
other lawful act for which corporations may be formed under Sections 1701.01 to
1701.98, inclusive, of the Ohio Revised Code.
 
         FOURTH. The maximum number of shares which the Corporation is
authorized to have outstanding is:
 
         A.      13,000,000 shares of Common Stock, without par value and
 
         B.      1,000,000 shares of Preferred Stock, without par value.
 
         The holders of the Preferred Stock shall be entitled to receive
dividends out of any funds of the Corporation at the time legally available for
dividends when and as declared by the Board of Directors at such rate as shall
be fixed by the Board of Directors before any sum shall be set apart or applied
to the redemption or purchase of or any dividends shall be declared or paid
upon or set apart for any class or series of Common Stock.  In the event of any
liquidation, dissolution or winding up of the Corporation, the holders of
Preferred Stock shall be entitled to receive out of the assets of the
Corporation payment of an amount per share as determined by the Board of
Directors as a liquidation price (including accrued dividends, if any) before
any distribution of assets shall be made to the holders of any class or series
of Common Stock.
 
         The Board of Directors shall have the express authority from
time-to-time to adopt amendments to these Articles of Incorporation with
respect to any unissued or treasury shares of Preferred Stock and thereby to
fix or change the division of such shares into series and the designation and
authorized number of shares of each series and to provide for each such series:
voting powers, full or limited or no voting powers; dividend rates; dates of
payment of dividends; dates from which dividends are cumulative; liquidation
<PAGE>   2
                                     - 2 -
 
 
prices; redemption rights and prices; sinking fund requirements; conversion
rights; restrictions on the issuance of shares of other series of Preferred
Stock; and such other designations, preferences and relative participating
options or other special rights and qualifications, powers, limitations or
restrictions thereon as may be determined by the Board of Directors.
 
         FIFTH.  No holder of any shares of this Corporation shall have any
pre-emptive rights to subscribe for or to purchase any shares of this
Corporation of any class whether such shares of such class be now or hereafter
authorized or to purchase or subscribe for securities convertible into or
exchangeable for shares of any class or to which shall be attached or
appertained any warrants or rights entitling the holder thereof to purchase or
subscribed for shares of any class.
 
         SIXTH.  This Corporation, through its Board of Directors, shall have
the right and power to purchase any of its outstanding shares of such price and
upon such terms as may be agreed upon between the Corporation and any selling
shareholder.
 
         SEVENTH.         BUSINESS COMBINATIONS
 
         A.      Voting Requirements for Business Combinations
 
         In addition to any affirmative vote required by law or the Articles,
no Business Combination may be effected with an Interested Shareholder for a
period of five years following the date that such shareholder became an
Interested Shareholder, unless approved by the affirmative vote of the holders
of outstanding voting securities of the Corporation entitled to exercise
two-thirds of the combined voting power of the Corporation and by the
affirmative vote of two-thirds of the voting securities beneficially owned by
Disinterested Shareholders.
 
         B.      Fair Price Requirement
 
         Within 25 days after a corporation, person or other entity becomes an
Interested Shareholder, such Interested Shareholder shall give written notice
to each holder of voting securities or securities convertible into or
exchangeable for voting securities, or options, warrants or rights to purchase
voting securities or securities convertible into or exchangeable for voting
securities of the Corporation stating that it is an Interested Shareholder and
that such holder may sell any of the above-mentioned securities to the
Interested Shareholder for cash at the price, as determined below.  Within 25
days after a holder receives the above notice, the holder may send written
demand to the Interested Shareholder stating the number, class and identifying
number of the securities
<PAGE>   3
                                     - 3 -
 
 
to be sold to the Interested Shareholder.  Within 10 days after the holder
sends written demand, the Interested Shareholder must purchase the securities
identified in the written demand.  Upon expiration of the 10 day purchase
period, any holder of securities entitled to written notice under this section
may institute an action or proceeding in any court of law or equity to enforce
his or her rights under this section.
 
                 1.       The price for all securities to be purchased by an
                 Interested Shareholder shall be the higher of (a) the highest
                 price paid per security by the Interested Shareholder for
                 acquisitions of beneficial ownership of voting securities of
                 the Corporations at any time plus an increment representing
                 any value, including, without limitation, any proportion of
                 any value payable for acquisition of control of the
                 Corporation, that may not be reflected in such price or (b)
                 the highest price per security of the voting securities traded
                 on the securities markets in which the Corporation's
                 securities are traded during the 45 day period commencing 30
                 days prior to the date such Interested Shareholder became an
                 Interested Shareholder.
 
                 2.       For purposes of determining the price, all
                 convertible or exchangeable securities shall be deemed to be
                 converted or exchanged and all options, warrants and rights
                 shall be treated as being exercised.  That portion of the
                 price equal to the exercise price for options, warrants and
                 rights shall be paid to the Corporation and the balance to the
                 holders thereof.
 
                 3.       If an Interested Shareholder does not send notice or
                 purchase securities as required by this section, the
                 Corporation, at its option, may assume the obligations of the
                 Interested Shareholders.
 
                 4.       Regardless of anything contained in this subsection,
                 in the event any court of law or equity declares an Interested
                 Shareholder's duty to purchase securities under this section
                 unenforceable, the Corporation shall offer to purchase such
                 securities for cash at the price determined by the application
                 of subsection 1. above.
<PAGE>   4
                                     - 4 -
 
 
 
         C.      Definitions
 
         For the purposes of this Article, certain terms are defined as
follows:
 
         1.      "Business Combination" means:
 
                 1.1      Any merger or consolidation of the Corporation or any
                 direct or indirect subsidiary, partnership, trust or other
                 business entity of the Corporation with or into an Interested
                 Shareholder or subsidiary, Affiliate or Associate of an
                 Interested Shareholder, or any other corporation, person or
                 other entity; or
 
                 1.2      Any sale, lease, exchange, mortgage, pledge, transfer
                 or other disposition, whether in one transaction or a series
                 of transactions, to or with an Interested Shareholder or
                 subsidiary, Affiliate or Associate of an Interested
                 Shareholder, of assets of the Corporation or any direct or
                 indirect subsidiary, partnership, trust or other business
                 entity of the Corporation, which assets have an aggregate
                 market value equal to 10% or more of either the aggregate
                 market value of all the assets of the Corporation determined
                 on a consolidated basis or the aggregate market value of all
                 the outstanding stock of the Corporation; or
 
                 1.3      Any sale, lease, exchange, mortgage, pledge, transfer
                 or other disposition, whether in one transaction or a series
                 of transactions, to the Corporation or any subsidiary,
                 partnership, trust or other business entity of the Corporation
                 of any assets in exchange for voting securities or securities
                 convertible into or exchangeable for voting securities, or
                 options, warrants or rights to purchase voting securities or
                 securities convertible into or exchangeable for voting
                 securities, of the Corporation or any subsidiaries of the
                 Corporation by an Interested Shareholder or subsidiary,
                 Affiliate or Associate of an Interested Shareholder; or
 
                 1.4      Any reclassification of securities of the
                 Corporation, recapitalization or other transaction which has
                 the effect, directly or indirectly, of increasing the voting
                 power of an Interested Shareholder or a subsidiary, Affiliate
                 or Associate of an Interested Shareholder; or
 
                 1.5      Any receipt by an Interested Shareholder or a
                 subsidiary, Affiliate or Associate of an Interested
                 Shareholder, except proportionately as a shareholder, of
<PAGE>   5
                                     - 5 -
 
 
                 the benefit, directly or indirectly of any loans, advances,
                 guarantees, pledges, or other financial benefits provided by or
                 through the Corporation or any direct or indirect subsidiary,
                 partnership, trust or other business entity of the Corporation,
                 except proportionately as a shareholder; or
 
                 1.6      Any merger or other action by an Interested
                 Shareholder which results in the termination of the
                 Corporation's existence as a corporation formed under the Ohio
                 Revised Code; or
 
                 1.7      The adoption of any plan or proposal for the partial
                 or complete liquidation or dissolution of the Corporation
                 proposed by or on behalf of an Interested Shareholder.
 
         2.      "Interested Shareholder" means any corporation, person or
other entity which is the beneficial owner, directly or indirectly, of
outstanding voting securities of the Corporation representing 15% or more of
the votes then entitled to be voted in the election of the Directors of the
Corporation; provided, however, that the term "Interested Shareholder" shall
not include any corporation, person, or entity who (a) was an Interested
Shareholder as of the effective date of this Article SEVENTH or (b) acquired
said securities from a person described in (a) above by gift, inheritance or in
a transaction in which no consideration was exchanged.
 
         Any corporation, person or other entity will be deemed to be the
beneficial owner of any voting securities:
 
                          (a)     Which it owns directly, whether or not of
                          record; or
 
                          (b)     Which it (i) has the right to acquire,
                          whether such right is exercisable immediately or
                          after the passage of time and whether or not such
                          right is exercisable only after specified conditions
                          are met, pursuant to any agreement or arrangement or
                          understanding or upon exercise of conversion rights,
                          exchange rights, warrants or options or otherwise or
                          (ii) has the right to vote pursuant to any agreement
                          or arrangement or understanding; or
 
                          (c)     Which are beneficially owned, directly or
                          indirectly, including securities deemed to be owned
                          through application of clause (b) above, by a
                          subsidiary, "Affiliate" or "Associate"; or
<PAGE>   6
                                     - 6 -
 
 
                          (d)     Which are beneficially owned, directly or
                          indirectly, including securities deemed owned through
                          application of clause (b) above, by any other
                          corporation, person or other entity with which the
                          Interested Shareholder or any of its Affiliates or
                          Associates, has any agreement or arrangement or
                          understanding for the purpose of acquiring, holding,
                          voting or disposing of voting securities of the
                          Corporation.
 
         3.      An "Affiliate" or a corporation, person or other entity
"affiliated" with a specified corporation, person or other entity means a
corporation, person or other entity that directly or indirectly, through one or
more intermediaries, controls, or is controlled by, or is under common control
with the corporation, person or other entity specified.  The term "Associate",
when used to indicate a relationship with any corporation, person or other
entity means (a) any corporation or organization other than the Corporation or
subsidiaries of the Corporation, of which such corporation, person or other
entity is an officer or partner or is, directly or indirectly, the beneficial
owner of Ten Percent (10%) or more of any class of voting securities, (b) any
trust or other estate in which such corporation, person or other entity has a
substantial beneficial interest or as to which such corporation, person or
other entity served as trustee or in similar fiduciary capacity and (c) any
relative or spouse of such person, or relative of such spouse, who has the same
home of such person or who was a director or officer of the corporation or
organization or any of its parents or subsidiaries.
 
         4.      "Disinterested Director" means any member of the Board of
Directors who is not an Interested Shareholder, Affiliate or Associate of an
Interested Shareholder or any of their Affiliates or Associates.
 
         5.      "Disinterested Shareholder" means the owner of voting
securities other than those beneficially owned by an Interested Shareholder.
 
         D.      Director Approval
 
                 1.       The provisions of Section A of this Article shall not
be applicable if the Business Combination shall have been approved by a
majority of the Disinterested Directors prior to the consummation of such
Business Combination.
 
                 2.       The provisions of Section B of this Article shall not
be applicable if the transaction or series of transactions by which a
corporation, person or other entity became an Interested
<PAGE>   7
                                     - 7 -
 
 
Shareholder shall have been approved by a majority of the Disinterested
Directors.
 
         E.      Amendments to Article SEVENTH
 
         The affirmative vote of majority of the Disinterested Directors and
the affirmative vote of the holders of outstanding voting securities of the
Corporation entitled to exercise two-thirds of the voting power of the
Corporation and the affirmative vote of two-thirds of the voting securities
beneficially owned by Disinterested Shareholders shall be required to amend any
provisions of this Article SEVENTH.
<PAGE>   8
                                 CERTIFICATE OF
 
                      AMENDED ARTICLES OF INCORPORATION OF
 
                              LSI INDUSTRIES INC.
 
 
         Robert J. Ready, who is President and Donald E. Whipple, who is
Secretary of the above named Ohio corporation for profit with its principal
location at 10000 Alliance Road, Cincinnati, Ohio 45242, do hereby certify
that:
 
   X     a meeting of the shareholders was duly called and held on the 16th day
  ---    of November, 1995, at which meeting a quorum of the shareholders was
         present in person or by proxy, and by the affirmative vote of the
         holders of shares entitling them to exercise 77% of the voting power
         of the corporation,
 
         in a writing signed by all of the shareholders who would be entitled
  ---    to a notice of a meeting held for that purpose,
 
the following resolution to amend Articles of Incorporation was adopted:
 
         The Fourth Article of the Company's Articles of Incorporation is
hereby amended and restated as follows:
 
         FOURTH.  The maximum number of shares which the Corporation is
         authorized to have outstanding is:
 
         A.      30,000,000 shares of Common Stock, without par value and
 
         B.      1,000,000 shares of Preferred Stock, without par value.
 
         The holders of the Preferred Stock shall be entitled to receive
         dividends out of any funds of the Corporation at the time legally
         available for dividends when and as declared by the Board of Directors
         at such rate as shall be fixed by the Board of Directors before any
         sum shall be set apart or applied to the redemption or purchase of or
         any dividends shall be declared or paid upon or set apart for any
         class or series of Common Stock.  In the event of any liquidation,
         dissolution or winding up of the Corporation, the holders of Preferred
         Stock shall be entitled to receive out of the assets of the
         Corporation payment of an amount per share as determined by the Board
         of Directors as a liquidation price (including accrued
<PAGE>   9
                                     - 2 -
 
 
         dividends, if any) before any distribution of assets shall be made to
         the holders of any class or series of Common Stock.
 
         The Board of Directors shall have the express authority from
         time-to-time to adopt amendments to these Articles of Incorporation
         with respect to any unissued or treasury shares of Preferred Stock and
         thereby to fix or change the division of such shares into series and
         the designation and authorized number of shares of each series and to
         provide for each such series:  voting powers, full or limited or no
         voting powers; dividend rates; dates of payment of dividends; dates
         from which dividends are cumulative; liquidation prices; redemption
         rights and prices; sinking fund requirements; conversion rights;
         restrictions on the issuance of shares of other series of Preferred
         Stock; and such other designations, preferences and relative
         participating options or other special rights and qualifications,
         powers, limitations or restrictions thereon as may be determined by
         the Board of Directors.
 
         IN WITNESS WHEREOF, the above named offices, acting for and on behalf
of the corporation, have subscribed their names this 21st day of November,
1995.
 
                                        LSI INDUSTRIES INC.
 
 
                                        BY: /s/ Robert J. Ready
                                            ------------------------------------
                                            Robert J. Ready
 
 
                                        BY: /s/ Donald E. Whipple
                                            ------------------------------------
                                            Donald E. Whipple