EXHIBIT 3.1
AMENDMENT TO
AMENDED AND RESTATED BY-LAWS OF
CBIZ, INC.
The Amended and Restated By-Laws of CBIZ, Inc. (the By-Laws) are hereby amended as follows:
1. ARTICLE 6, Section 6.1 of the By-Laws is amended and restated in its entirety to read as
follows:
6.1
Certificated and Uncertificated Shares
. Shares of stock of the Corporation may be
represented by stock certificates or uncertificated, as provided under the General Corporation Law
of the State of Delaware. Every holder of stock of the Corporation, upon written request to the
transfer agent or registrar of the Corporation, shall be entitled to have a certificate, in such
form as may be prescribed by law and by the Board of Directors, certifying the number and class of
shares owned by him or her in the Corporation. Each such certificate shall be signed by, or in the
name of the Corporation by, the Chairman of the Board, the Chief Executive Officer or the
President, and the Treasurer or the Secretary, of the Corporation. Any or all of the signatures of
the certificate may be a facsimile.
Each certificate for shares of stock which are subject to any restriction on transfer pursuant to
the Certificate of Incorporation, the By-Laws, applicable securities laws or any agreement among
any number of stockholders or among such holders and the Corporation shall have conspicuously noted
on the face or back of the certificate either the full text of the restriction or a statement of
the existence of such restriction.
2. ARTICLE 6, Section 6.3 of the By-Laws is amended and restated in its entirety to read as
follows:
6.3
Transfer of Stock
. Except as otherwise established by rules and regulations adopted by
the Board of Directors, and subject to applicable law, shares of stock may be transferred on the
books of the Corporation (a) in the case of shares of stock represented by a certificate, by the
surrender to the Corporation or its transfer agent of the certificate representing such shares
properly endorsed or accompanied by a written assignment or power of attorney properly executed, or
(b) in the case of uncertificated shares, on proper instructions from the holder of record of such
shares or the holders legal representative, in either case with such proof of authority or the
authenticity of signature as the Corporation or its transfer agent may reasonably require. Except
as may be otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the
Corporation shall be entitled to treat the record holder of stock as shown on its books as the
owner of such stock for all purposes, including the payment of dividends and the right to vote with
respect to such stock, regardless of any transfer, pledge or other disposition of such stock, until
the shares have been transferred on the books of the Corporation in accordance with the
requirements of these By-Laws.
Except as aforesaid, the By-Laws shall remain in full force and effect.
Adopted by the Board of Directors of
CBIZ, Inc. on November 1, 2007