EXHIBIT 3.1 ARTICLES OF AMENDMENT OF THE Provided by: Joseph H. Hogsett [SEAL] ARTICLES OF INCORPORATION SECRETARY OF STATE OF INDIANA State Form 38333 (R5/9-91) CORPORATIONS DIVISION State Board of Accounts Approved 1988 INSTRUCTIONS: Use 8 1/2 X 11 inch white Indiana Code 23-1-38-1 et seg. paper for inserts. Filing requirements - FILING FEE $30.00 Present original and one copy to address in upper right corner of this form. ___________________________________________________________________________ ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF: ___________________________________________________________________________ PATRICK INDUSTRIES, INC. ___________________________________________________________________________ The undersigned officers of Patrick Industries, Inc. ___________________________________________________________________________ (hereinafter referred to as the "Corporation") existing pursuant to the provisions of: (Indicate appropriate act) /X/ Indiana Business Corporation Law / / Indiana Professional Corporation Act of 1983 as amended (hereinafter referred to as the "Act"), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts: ___________________________________________________________________________ ARTICLE I Amendment(s) ___________________________________________________________________________ SECTION 1 The date of incorporation of the corporation is: January 3, 1961. ___________________________________________________________________________ SECTION 2 The name of the corporation following this amendment to the Articles of Incorporation is: Patrick Industries, Inc. ___________________________________________________________________________ SECTION 3 The exact text of Article(s) V of the Articles of Incorporation is now as follows: See Exhibit A attached hereto. ___________________________________________________________________________ SECTION 4 Date of each amendment's adoption: February 10, 1994. ___________________________________________________________________________ ARTICLE II Manner of Adoption and Vote ___________________________________________________________________________ SECTION 1 Action by Directors: The Board of Directors of the Corporation duly adopted a resolution proposing to amend the terms and provisions of Article(s) __________ of the Articles of Incorporation and directing a meeting of the Shareholders, to be held on ___________________, allowing such Shareholders to vote on the proposed amendment. The resolution was adopted by: (Select appropriate paragraph) (a) Vote of the Board of Directors at a meeting held on _____________, 19__, at which a quorum of such Board was present. (b) Written consent executed on February 10, 1994, and signed by all members of the Board of Directors. Adopted in accordance with Section 23-1-38-2(4). ___________________________________________________________________________ SECTION 2 Action by Shareholders. N/A The Shareholders of the Corporation entitled to vote in respect of the Articles of Amendment adopted the proposed amendment. The amendment was adopted by: (Select appropriate paragraph) (a) Vote of such Shareholders during the meeting called by the Board of Directors. The result of such vote is as follows: TOTAL SHAREHOLDERS ENTITLED TO VOTE: ____________ SHAREHOLDERS VOTED IN FAVOR: ____________ SHAREHOLDERS VOTED AGAINST: ____________ (b) Written consent executed on ________________, 19__, and signed by all such Shareholders. ___________________________________________________________________________ SECTION 3 Compliance with Legal Requirements. The manner of the adoption of the Articles of Amendment an the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the by-Laws of the Corporation. ___________________________________________________________________________ I hereby verify subject to the penalties of perjury that the statements contained are true this 4th day of March, 1994. ___________________________________________________________________________ ______________________________ Keith V. Kankel Current Officer's Signature Officer's Name Printed ___________________________________________________________________________ Officer's Title: Vice President of Finance, Secretary and Treasurer ___________________________________________________________________________ Exhibit A to Articles of Amendment of the Articles of Incorporation of PATRICK INDUSTRIES, INC. ARTICLE FIVE Prior to March 8, 1994, the Corporation had authority to issue six million (6,000,000) shares of Common Stock, no par value, and one million (1,000,000) shares of Preferred Stock, no par value. Effective on March 8, 1994, each issued and outstanding share of the Corporation's Common Stock, no par value, and each unissued authorized share of the Corporation's Common Stock, no par value, shall be split two-for-one. The split-up of all shares shall occur automatically and without any action on the part of any holder thereof. To effectuate such split, the Corporation shall distribute on or about March 22, 1994 one additional share of Common Stock, no par value, for each one outstanding share of Common Stock, no par value, to the shareholders of record at the close of business on March 8, 1994. The split-up shall not affect the capital accounts of the Corporation. Giving effect to the aforesaid stock split, the designation and number of shares that the Corporation shall have authority to issue as of March 8, 1994, is twelve million (12,000,000) shares of Common Stock, no par value, and one million (1,000,000) shares of Preferred Stock, no par value.