Attached files

file filename
10-K - FORM 10-K FOR 06-30-2009 - UPD HOLDING CORP.form10k.txt
EX-31 - CERTIFICATION - UPD HOLDING CORP.ex31.txt
EX-32 - CERTIFICATION - UPD HOLDING CORP.ex32.txt


                                 EXHIBIT 3.1.11

                            CERTIFICATE OF AMENDMENT

                                     TO THE

                            ARTICLES OF INCORPORATION

                                       OF

                                  TEMPCO, INC.

         Pursuant to Section 78.385 and 78.390 of the Nevada Revised Statutes,
the undersigned corporation, Tempco, Inc., a Nevada corporation, submits the
following Certificate of Amendment for filing:

1. The name of the corporation is Tempco, Inc.

2. A new Article SIXTEENTH shall to be added to the Company's Articles of
Incorporation as follows:

         SIXTEENTH. A share dividend, division or combination of the
         corporation's capital stock may be effected by action of the Board of
         Directors alone, without the approval of the shareholders. In effecting
         a division or combination of the capital stock, the Board of Directors
         may amend these Articles to increase or decrease the par value of
         shares of capital stock, increase or decrease the number of authorized
         shares of capital stock, and make any other change necessary to assure
         that the rights or preferences of the holders of all outstanding shares
         of any class or series will not be adversely affected by the division
         or combination. For purposes of this Article SIXTEENTH, an increase or
         decrease in the relative voting rights of the shares of capital stock
         that are the subject of the division or combination that arises solely
         from the increase or decrease in the number of shares outstanding is
         not an adverse effect on the outstanding shares of any class or series,
         including any increase in the percentage of authorized shares remaining
         unissued arising solely from the elimination of fractional shares. The
         Board of Directors may adopt a procedure whereunder the fractional
         shares that result from action taken pursuant to this Article SIXTEENTH
         are eliminated and the holders thereof compensated in a manner that
         complies with applicable law and that the Board of Directors finds to
         be fair to such holders.

3. The vote by which the shareholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the Articles of
Incorporation have voted in favor of the amendment is: 51.5%

         IN WITNESS WHEREOF, Tempco, Inc., a Nevada corporation, has caused this
Certificate of Amendment to be signed in its name and on its behalf, on this
30th day of September, 2009.

                                        TEMPCO, INC., a Nevada corporation


                                        /s/ Stanley L. Schloz
                                        ---------------------
                                        Stanley L. Schloz, Presiden