Exhibit 3.9
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
AERIAL COMPANY, INC.
ARTICLE I
Name
The name of the corporation is Aerial Company, Inc.
ARTICLE II
Purposes
The purposes for which the corporation is organized are to engage in any lawful activity within the purposes for which a corporation may be organized under the Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin Statutes.
ARTICLE III
Capital Stock
The aggregate number of shares of capital stock which the corporation is authorized to issue is One Hundred Sixty-eight Thousand (168,000) shares, which shares are divided into the following two classes:
1. Class A Common Shares. Fifty-six Thousand (56,000) Class A Common Shares of the par value of One Dollar ($1.00) each. Such Class A Common Shares shall be entitled to one vote per share.
2. Class B Common Shares. One Hundred Twelve Thousand (112,000) Class B Common Shares of the par value of One Dollar ($1.00) each. Class B Common Shares shall have no voting rights.
Except as otherwise provided in this Article III Class A Common Shares and Class B Common Shares shall be identical in all respects.
ARTICLE IV
Preemptive Rights
No holder of any stock of the corporation shall have any preemptive right to purchase, subscribe for, or otherwise acquire any shares of stock of the corporation of any class now or
hereafter authorized, or any securities exchangeable for or convertible into such shares.
ARTICLE V
Directors
The number of directors shall be fixed by, or in the manner provided in, the Bylaws.
ARTICLE VI
Registered Office and Agent
The address of the registered office of the corporation is 116 Hosmer Street, Marinette, Marinette County, Wisconsin 54143 and the name of its registered agent at such address is F. H. Jaeger, Jr.
ARTICLE VII
Right to Purchase Own Shares and Partial
Liquidation
The corporation shall have the right to acquire its own shares from time to time, upon such terms and conditions as the Board of Directors shall fix. The Board of Directors of the corporation may, from time to time, distribute to shareholders in partial liquidation out of stated capital or net capital surplus a portion of its assets in cash or property as further provided by law.
This document was drafted by: |
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Michael J. Conlan |
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Quarles & Brady |
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411 East Wisconsin Avenue |
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Milwaukee, Wisconsin 53202-4497 |
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