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<TYPE>EX-3.1

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<FILENAME>ex-3_1.txt

<DESCRIPTION>EXHIBIT 3.1

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                                                                    EXHIBIT

 

                              AMENDED AND RESTATED

                           ARTICLES OF INCORPORATION

 

                                       OF

 

                                 MAXIMUS, INC.

 

         The undersigned, pursuant to Section 13.1-711 of the Stock Corporation

Act under Chapter 9 of Title 13.1 of the Code of Virginia, states as follows:

 

         FIRST:  The name of the Corporation is MAXIMUS, Inc.

 

         SECOND: The Corporation is authorized to issue 30,000,000 shares of

Common Stock.

 

         The preemptive rights granted by Section 13.1-651 of the Virginia Stock

Corporation Act, or any other provision of law, are expressly denied to any

Shareholder of this Corporation.

 

         Subject to the provisions of any applicable law or of the by-laws of

the Corporation, as from time to time amended, the holders of outstanding shares

of Common Stock shall have exclusive voting rights for the election of directors

and for all other purposes, each holder of record of shares of Common Stock

being entitled to one vote for each share of Common Stock standing in his name

on the books of the Corporation.

 

         The holders of Common Stock shall be entitled to receive such dividends

from time to time as may be declared by the Board of Directors out of any funds

of the Corporation legally available for the payment of such dividends.

 

         In the event of the liquidation, dissolution, or winding up of the

Corporation, whether voluntary or involuntary, the holders of Common Stock shall

be entitled to share ratably according to the number of shares of Common stock

held by them in all assets of the Corporation available for distribution to its

Shareholders.

 

         Subject to the provisions of these Articles of Incorporation and except

as otherwise provided by law, the shares of stock of the Corporation, regardless

of class, may be issued for such consideration and for such corporate purposes

as the Board of Directors may from time to time determine.

 

         THIRD: The rights granted by Section 13.1-728 of the Virginia Stock

Corporation Act, or any other provision of law pertaining to Control Share

Acquisitions shall not apply to the Corporation.

 

         FOURTH: The Affiliated Transactions Article, also known as Section

13.1-725 et seq. of the Virginia Stock Corporation Act shall not apply to the

Corporation.

 

         FIFTH:  The purpose of the Corporation is to engage in any lawful act

or activity for which corporations may be organized under the Virginia Stock

Corporation Act.

 

         SIX:    The address of the registered office of the Company in the

Commonwealth of Virginia is 1356 Beverly Road, McLean, Virginia in the County

of Fairfax.  The name of its registered agent at such address is David V.

Mastran.  Mr. Mastran is a director and resident of the Commonwealth of

Virginia.

 

         SEVENTH:   The following provisions are inserted for the management of

the business and for the conduct of the affairs of the Corporation:

 

         1. Any vote or votes authorizing liquidation of the Corporation or

proceedings for its dissolution may provide, subject to the rights of creditors

and the rights expressly provided for particular classes or series of stock, for

the distribution among the Shareholders of the Corporation of the assets of the

Corporation as provided herein, wholly or in part or in kind, whether such

assets be in cash or other property, and may authorize the Board of Directors of

the Corporation to determine the valuation of the different assets of the

Corporation for the purpose of such liquidation and may divide or

 

 

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authorize the Board of Directors to divide such assets or any part thereof among

the Shareholders of the Corporation, in such manner that every Shareholder will

receive a proportionate amount in value (determined as provided herein) of cash

or property of the Corporation upon such liquidation or dissolution even though

each Shareholder may not receive a strictly proportionate part of each such

asset.

 

         2. If at any time the Corporation shall have a class of stock

registered pursuant to the provisions of the Securities Exchange Act of 1934, as

amended (the "Exchange Act"), for so long as such class is registered, the

directors shall be divided into three classes, as nearly equal in number as the

then total number of directors constituting the entire Board permits, with the

term of office of one class expiring each year. The initial Class I directors

elected by the Shareholders of the Corporation shall hold office for a term

expiring at the first annual meeting of Shareholders after such registration of

the Company's Stock; the initial Class II directors elected by the Shareholders

of the Corporation shall hold office for a term expiring at the second annual

meeting of Shareholders after such registration of the Company's Stock; and the

initial Class III directors elected by the Shareholders of the Corporation shall

hold office for a term expiring at the third annual meeting of Shareholders

after such registration of the Company's Stock. At each such annual meeting of

Shareholders and at each annual meeting thereafter, successors to the class of

directors whose term expires at that meeting shall be elected for a term

expiring at the third annual meeting following their election and until their

successors shall be elected and qualified, subject to prior death, resignation,

retirement or removal. If the number of directors is changed, any increase or

decrease shall be apportioned among the classes so as to maintain the number of

directors in each class as nearly equal as possible, but in no event will a

decrease in the number of directors shorten the term of any incumbent director.

This Section 2 of Article SEVENTH may not be amended, revised or revoked, in

whole or in part, except by the affirmative vote of the holders of 80% of the

voting power of the shares of all classes of stock of the Corporation entitled

to vote for the election of directors, considered for the purposes of this

Article SEVENTH as one class of stock.

 

         3. Each director chosen to fill a vacancy in the Board of Directors

shall be elected to complete the term of office of the director who is being

succeeded. In the case of any election of a new director to fill a directorship

created by an enlargement of the Board, the Board shall in such election assign

the class of directors to which such additional director is being elected, and

each director so elected shall hold office for the same term as the other

members of the class to which the director is assigned.

 

         4. At any special meeting of the Shareholders called at least in part

for the purpose, any director or directors may, by the affirmative vote of the

holders of at least a majority of the stock entitled to vote for the election of

directors, be removed from office for cause. Upon the registration of the

Company's Stock under the Exchange Act, and as long as so registered, the

provisions of this subsection shall be the exclusive method for the removal of

directors. This Section 4 of Article SEVENTH may not be amended, revised or

revoked, in whole or in part, except by the affirmative vote of the holders of

80% of the voting power of the shares of all classes of stock of the Corporation

entitled to vote for the election of directors, considered for the purposes of

this Article SEVENTH as one class of stock.

 

         5. The Corporation shall indemnify (A) its directors and officers,

whether serving the Corporation or at its request any other entity, to the full

extent required or permitted by the Virginia Stock Corporation Act now or

hereafter in force, including the advance of expenses under the procedures and

to the full extent permitted by law and (B) other employees and agents to such

extent as shall be authorized by the Board of Directors or the Corporation's

by-laws and be permitted by law. The foregoing rights of indemnification shall

not be exclusive of any other rights to which those seeking indemnification may

be entitled. The Board of Directors may take such action as is necessary to

carry out these indemnification provisions. No amendment of the charter of the

Corporation or repeal of any of its provisions shall limit or eliminate the

right to indemnification provided hereunder with respect to acts or omissions

occurring prior to such amendment or repeal.

 

         6. A director of the Corporation shall not be personally liable to the

Corporation or its Shareholders for monetary damages for breach of fiduciary

duty as a director, to the fullest extent permitted by Section 13.1-692.1(B) of

the Virginia Stock Corporation Act or any other provisions of

 

 

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applicable law. If the Virginia Stock Corporation Act is amended after approval

by the Shareholders of this Article SEVENTH to authorize corporate action

further eliminating or limiting the personal liability of directors, then the

liability of a director of the Corporation shall be eliminated or limited to the

fullest extent permitted by the Virginia Stock Corporation Act as so amended

from time to time.

 

         Any repeal or modification of this Article SEVENTH shall not increase

the personal liability of any director of this Corporation for any act or

occurrence taking place before such repeal or modification, nor otherwise

adversely affect any right or protection of a director of the Corporation

existing at the time of such repeal or modification.

 

         8. Meetings of Shareholders may be held anywhere within or without the

Commonwealth of Virginia. The books of the Corporation may be kept outside the

Commonwealth of Virginia at such place or places as may be designated from time

to time by the Board of Directors or in the by-laws of the Corporation.

 

         EIGHTH: If at any time the Corporation shall have a class of stock

registered pursuant to the provisions of the Exchange Act, for so long as such

class is registered, no action required to be taken or that may be taken at any

annual or special meeting of Shareholders of the Corporation may be taken by

written consent without a meeting, and the power of Shareholders to consent in

writing, without a meeting, to the taking of any action shall be specifically

denied.

 

         This Article EIGHTH may not be amended, revised or revoked, in whole or

in part, except by the affirmative vote of the holders of 80% of the voting

power of the shares of all classes of stock of the Corporation entitled to vote

for the election of directors, considered for the purposes of this Article

EIGHTH as one class of stock.

 

         NINTH: The Corporation reserves the right to amend, alter, change or

repeal any provisions contained in these Amended and Restated Articles of

Incorporation in the manner now or hereafter prescribed by statute, and all

rights conferred upon Shareholders are granted subject to this reservation.

 

 

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         IN WITNESS WHEREOF, the undersigned certifies that these Amended and

Restated Articles of Incorporation were adopted by the unanimous written consent

of the Board of Directors dated January 31, 1997 and submitted for approval by

the Shareholders of the Corporation in accordance with Chapter 9 of the Code of

the Commonwealth of Virginia (the "Meeting"). By unanimous written consent dated

February 3, 1997, the Shareholders of the Corporation approved these Amended and

Restated Articles of Incorporation. No shares of any other class of stock were

outstanding and entitled to vote.

 

         AND, FURTHER, the undersigned has duly executed these Amended and

Restated Articles of Incorporation in the name and on behalf of MAXIMUS, Inc. on

the 16th day of June, 1997 and the statements contained herein are affirmed as

true under penalties of perjury.

 

                                       /s/ F. Arthur Nerret

                                       -----------------------------

                                       F. Arthur Nerret

                                       Vice President, Finance, and

                                         Assistant Secretary

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