Exhibit 3.1

 

AMENDED AND

RESTATED CERTIFICATE OF INCORPORATION

OF

ELECTRIC FUEL CORPORATION

Electric Fuel Corporation, a corporation duly organized and existing under the laws of the State of Delaware, herby certifies as follows:

1.

The name of this corporation is Electric Fuel Corporation.  Electric Fuel Corporation was originally incorporated under the name of Luz Electric Fuel, Inc.  The date of the filing of Luz Electrical Fuel, Inc.  The date of the filing of its original Certificate of Incorporation with the Secretary of State was December 20, 1990.

2.

This Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the corporation’s Certificate of Incorporation as amended and supplemented.  This Amended and Restated Certificate of Incorporation has been adopted by the Board of Directors and the stockholders of the Company in accordance with Sections 245 (b) and 242 of the Delaware Corporation Law.

3.	The text of the Amended and Restated Certificate of Incorporation is amended to read in its entirety as follows:

AMENDED AND

RESTATED CERTIFICATE OF INCORPORATION

OF

ELECTRIC FUEL CORPORATION

ONE:  The name of this corporation is Electric Fuel Corporation.

TWO:  The address of its registered office in the State of Delaware is 1013 Centre Road, Wilmington, County of New Castle.  The name of its registered agent at such address is Corporation Service Company.

THREE:  The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (“DGCL”).

FOUR:  The total number of shares of all classes of stock which the corporation shall have authority to issue is Fifteen Million (15,000,000) consisting of two classes of shares designated as follows:

A.  Fourteen Million (14,000,000) shares of Common Stock, $.01 par value, (the “Common Stock”); and

B.  One Million (1,000,000) shares of Preferred Stock, $.01 par value, (the “Preferred Stock”).

FIVE:  The rights, preferences, privileges and restrictions granted to or imposed upon the respective classes of shares or the holders thereof are as follows:

hereafter permitted by law, and including, but without limiting the generality of the foregoing, the following:

been fixed by the Amended and Restated Certificate of Incorporation or resolutions of the Board of Directors providing for the issuance of such series.

SIX:  The provisions of Section 203 of the DGCL shall not apply to this Corporation.

SEVEN:  The following provisions are inserted for the management of the business and the conduct of the affairs of the corporation, and for further definition, limitation and regulation of the powers of the corporation and of its directors and stockholders.

be fixed from time to time by or pursuant to the By-Laws of the Corporation.  The election of directors need not be by ballot unless the by-laws shall so require.  The directors, other than those who may be elected by the holders of any class or series of Preferred Stock voting separately by class or series, shall be classified, with respect to the time for which they severally hold office, into three classes, Class I, Class II and Class III, which shall be as nearly equal in  number as possible.  Each director holding office as of the date of adoption of this Amended and Restated Certificate of Incorporation (each an “Initial Director”), classified in Class I shall hold office for a term expiring at the 1994 annual meeting of stockholders; each Initial Director in Class II shall hold office for a term expiring at the 1995 annual meeting of stockholders; and each Initial Director in Class III shall hold office for a term expiring at the 1996 annual meeting of stockholders.  Notwithstanding the foregoing provision of this paragraph B, each director shall serve until his successor is duly elected and qualified or until his earlier death, resignation or removal.  At each annual meeting of stockholders following the 1993 annual meeting, the successors to the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their successors have been duly elected and qualified or until their earlier death, resignation or removal.

the affirmative vote, at any regular meeting or special meeting of stockholders, of not less than 85% of the total number of votes of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal, or to adopt any provision, inconsistent with the purpose or intent of, this paragraph SEVEN.  Notice of such proposed alteration or amendment must be contained in the notice of such meeting.

EIGHT:  A director of the corporation in exercising his duties as such, including without limitation, evaluating a tender offer or exchange offer for any equity security of the corporation or any merger or consolidation of the corporation, any sale, lease, exchange or transfer of all or any substantial part of the assets of the corporation, the issuance of any securities of the corporation.  The acquisition of any securities of a third party or any reclassification, recapitalization or reorganization of the corporation or any of its securities, may consider the following factors as the Board of Directors determines to be relevant, including without limitation:  (i) the interests of the corporation’s stockholders; (ii) whether the proposed transaction may violate federal or state laws; (iii) not only the consideration being offered in the proposed transaction, in relation to the then current market price for the outstanding capital stock of the corporation, but also the market price for the capital stock of the corporation over a period of years, the estimated price that might be achieved in a negotiated sale of the corporation as a

whole or in part or through orderly liquidation, the premiums over market price for the securities of other corporations in similar transactions, current political, economic and other factors bearing on securities prices and the corporation’s financial condition and future prospects; and (iv) the interests of the corporation’s employees, suppliers, creditors and customers, the economy of the state, region and nation, community and societal considerations, and the long-term and short-term interests of the corporation and its stockholders, including the possibility that these interests may best be served with any such evaluation, the Board of Directors is authorized to proceedings as the Board of Directors may determine.

NINE:  The officers of the corporation shall be chosen in such a manner, shall hold their offices for such terms and shall carry out such duties as are determined solely by the Board of Directors, subject to the right of the Board of Directors to remove any officer or officers at any time with or without cause.

TEN:  No director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for any breach of fiduciary duty by such a director as a director.  Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL or (iv) for any transaction from which such director derived an improper personal benefit.  No amendment to or repeal of this Article NINE shall apply to or have any affect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.  If the DGCL is amended hereafter to further eliminate or limit the personal liability of directors, the liability of a director of this corporation shall be limited or eliminated to the fullest extent permitted by the DGCL, as amended.

ELEVEN:  This corporation shall, to the maximum extent permitted from time to time under the DGCL, indemnify and upon request shall advance expenses to any person who is or was a party or is threatened to be made a party to any threatened pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of this corporation or while a director or officer is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, trustee, employee or agent of any

corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney’s fees and expenses), judgements, fines, penalties and amounts paid in settlement incurred in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require this corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person.  Such indemnification shall be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person.  Any person seeking indemnification under this paragraph 11 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established.  Any repeal or modification of the foregoing provisions of this paragraph 11 shall not adversely affect any right or protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

TWELVE:  The books of this corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the Board of Directors or in the By-Laws of this corporation.

THIRTEEN:  The corporation reserves the right to repeal, alter, amend, or rescind any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, Electric Fuel Corporation has caused this Amended and Restated Certificate of Amendment to be signed by its President and attested by its Secretary this  2nd  day of      March     , 1994.

ELECTRIC FUEL CORPORATION

      President

ATTEST:

Secretary