 | State of Wisconsin DEPARTMENT OF FINANCIAL INSTITUTIONS Division of Corporate & Consumer Services | FILING FEE $40.00 | |
| Please check box to request Optional Expedited Service | ☑ + $25.00 | ||
Exhibit 3.1
FORM 4 | ARTICLES OF AMENDMENT STOCK, FOR-PROFIT CORPORATION Sec. 180.1006 Wis. Stats. |
| A. | The present corporate name (prior to any change effected by this amendment) is: |
| STRATTEC SECURITY CORPORATION |
| (Enter Corporate Name) |
Text of Amendment (Refer to the existing articles of incorporation and the instructions on the reverse of this form. Determine those items to be changed and set forth the number identifying the paragraph in the articles of incorporation being changed and how the amended paragraph is to read. Attach pages if needed)
RESOLVED, THAT the articles of incorporation be amended as follows:
Article III of the Corporation’s Amended and Restated Articles of Incorporation shall be amended and restated in its entirety to read as follows:
ARTICLE III
Capital Stock
The aggregate number of shares which the Corporation shall have authority to issue is 18 million shares, consisting of one class only, designated as “Common Stock,” of the par value of $.01 per share.
| B. | Amendment(s) adopted on | October 5, 2021 |
(Indicate the method of adoption by checking (X) the appropriate choice below.)
| ☐ | In accordance with sec. 180.1002, Wis. Stats. (By the Board of Directors) |
OR
| ☑ | In accordance with sec. 180.1003, Wis. Stats. (By the Board of Directors and Shareholders) |
OR
| ☐ | In accordance with sec. 180.1005, Wis. Stats. (By Incorporators or Board of Directors, before issuance of shares) |
| C. | Executed on | October 21, 2021 | /s/ Patrick Hansen | ||
| (Date) | (Signature) |
Title: ☐ President ☐ Secretary
| or other officer title | Senior Vice President, CFO, | Patrick Hansen | ||
| Treasurer and Secretary | (Printed name) |
This document was drafted by | Eric P. Hagemeier, Esq. |
| (Name the individual who drafted the document) |
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ARTICLES OF AMENDMENT – STOCK, FOR-PROFIT, CORPORATION
| Brenda Lindsay, Paralegal | |
| Reinhart Boerner Van Deuren s.c. | |
| blindsay@reinhartlaw.com | |
▲ Please provide an email or postal mailing address for the filed copy of the document.
| Your phone number during the day: | 262-951-4609 |
INSTRUCTIONS (Ref. sec. 180.1006 Wis. Stats. for document content)
Please use BLACK ink. Submit one original to State of WI-Dept. of Financial Institutions, Box 93348, Milwaukee WI, 53293-0348, together with a FILING FEE of $40.00 payable to the department. Filing fee is non-refundable. (If sent by Express or Priority U.S. mail, please visit www.wdfi.org/contact_us/ for current physical address). The original must include an original manual signature, per sec. 180.0120(3)(c), Wis. Stats. NOTICE: This form may be used to accomplish a filing required or permitted by statute to be made with the department. Information requested may be used for secondary purposes. If you have any questions, please contact the Division of Corporate & Consumer Services at 608- 261-7577. Hearing-impaired may call 771 for TTY.
| A. | State the name of the corporation (before any change effected by this amendment) and the text of the amendment(s). The text should recite the resolution adopted (e.g., “Resolved, that Article 1 of the articles of incorporation be amended to read: (enter the amended language). If an amendment provides for an exchange, reclassification or cancellation of issued shares, state the provisions for implementing the amendment if not contained in the amendment itself. If attaching pages, be certain to label them with the Article number. |
| B. | Enter the date of adoption of the amendment(s). If there is more than one amendment, identify the date of adoption of each. Mark (X) one of the three choices to indicate the method of adoption of the amendment(s). |
By Board of Directors – Refer to sec. 180.1002 for specific information on the character of amendments that may be adopted by the Board of Directors without shareholder action.
By Board of Directors and Shareholders – Amendments proposed by the Board of Directors and adopted by shareholder approval. Voting requirements differ with circumstances and provisions in the articles of incorporation. See sec. 180.1003, Wis. Stats., for specific information.
By Incorporators or Board of Directors – Before issuance of shares – See sec. 180.1005, Wis. Stats., for conditions attached to the adoption of an amendment approved by a vote or consent of less than 2/3rds of the shares subscribed for.
| C. | Enter the date of execution and the name and title of the person signing the document. The document must be signed by one of the following: An officer of the corporation (or incorporator if directors have not been elected), or a court- appointed receiver, trustee or fiduciary. A director is not empowered to sign. |
If the document is executed in Wisconsin, sec. 182.01(3) provides that it shall not be filed unless the name of the person (individual) who drafted it is printed, typewritten or stamped thereon in a legible manner.
If the document is not executed in Wisconsin, enter that remark.
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