RESTATED CERTIFICATE OF INCORPORATION
OF
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
Under Section 245
of the
Delaware General Corporation Law
We, Ralph P. End, Vice President, and Sandra K. Myers, Secretary, of
Keystone Consolidated Industries, Inc., a corporation existing under the laws of
the state of Delaware, do hereby certify under the seal of the said corporation
as follows:
FIRST: That the name of the corporation is Keystone Consolidated
Industries, Inc., which was originally incorporated under the name KEYSTEEL,
INC.
SECOND: That the certificate of incorporation of the corporation was filed
by the secretary of state, Dover, Delaware, on the 18th day of May, 1955.
THIRD: The amendments to the certificate of incorporation effected by this
certificate as follows:
1. To replace the purposes clause with a simplified and more general
statement of such purposes;
2. To eliminate the right of stockholders to cumulate votes in the
election of directors;
3. To classify the Board of Directors into three classes of directors
with staggered three-year terms;
4. To reduce the requisite stockholder vote required in connection with
any sale, lease or exchange of all or substantially all of the
property and assets of the Company;
5. To reduce the requisite stockholder vote to approve future amendments
to the Certificate of Incorporation;
6. To restate the Company's Certificate of Incorporation.
FOURTH: The amendments and the restatement of the certificate of
incorporation have been duty adopted by the stockholders in accordance with
Section 245 of the General Corporation Law of the State of Delaware by an
affirmative vote of the holders of more than two-thirds of the outstanding
shares of common stock of the corporation entitled to notice of, and to vote at
a duly called meeting of stockholders and that the capital of the corporation
will not be reduced under or by reason of said amendments and restatement.
FIFTH: That the text of the certificate of incorporation of said Keystone
Consolidated Industries, Inc., as amended is hereby restated as further amended
by this certificate, to read in full, as follows:
Keystone Consolidated Industries, Inc. a corporation organized and existing
under and by virtue of the laws of the State of Delaware,
DOES HEREBY CERTIFY:
That the present name of the corporation is Keystone Consolidated
Industries, Inc. The corporation was originally incorporated under the name
Keysteel, Inc. and its original certificate of incorporation was filed with the
Secretary of State of the State of Delaware on May 18, 1955.
That by written consent of the entire Board of Directors of said
corporation, pursuant to Section 141(f) of the General Corporation Law of the
State of Delaware (the "GCL"), resolutions were duly adopted setting forth a
proposed restated certificate of incorporation of said corporation (the
"Restated Certificate of Incorporation"), which Restated Certificate of
Incorporation reflected certain amendments to the certificate of incorporation
of the Corporation, declaring said Restated Certificate of Incorporation and the
amendments reflected therein to be advisable and approving its submission to the
stockholders of the corporation for consideration thereof.
That thereafter, pursuant to resolution of its Board of Directors, an
Annual Meeting of the stockholders of the corporation was duly called and held,
upon notice in accordance with Section 222 of the GCL, at which meeting more
than two-thirds of the outstanding shares entitled to vote at such meeting were
voted in favor of the Restated Certificate of Incorporation.
That this Restated Certificate of Incorporation amends and restates the
certificate of incorporation of the corporation, as the same heretofore has been
amended, supplemented and/or restated (the "Certificate of Incorporation"), and
has been duly adopted in accordance with Sections 242 and 245 of the GCL.
That the text of the Certificate of Incorporation is hereby restated and
integrated and further amended to read in its entirety as follows:
FIRST. The name of the corporation is KEYSTONE CONSOLIDATED INDUSTRIES,
INC.
SECOND. The address of the corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.
THIRD. The nature of the business or purpose to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
FOURTH. The total number of shares of all classes of stock which the
corporation shall have authority to issue is twelve million five hundred
thousand (12,500,000), of which twelve million (12,000,000) shares are Common
Stock of the par value of One Dollar ($1.00) each and five hundred thousand
(500,000) shares are Preferred Stock without par value.
The Preferred Stock shall be issued in one or more series. The Board of
Directors is hereby expressly authorized to issue the shares of Preferred Stock
in such series and to fix from time to time before issuance the number of shares
to be included in any series and the designation, relative rights, preferences
and limitations of all shares of such series. The authority of the Board of
Directors with respect to each series shall include, without limitation thereto,
the determination of any or all of the following and the shares of each series
may vary from the shares of any other series in the following respects:
(a) The number of shares constituting such series and the designation
thereof to distinguish the shares of such series from the shares of
all other series;
(b) The annual dividend rate on the shares of that series and whether such
dividends shall be cumulative and, if cumulative, the date from which
dividends shall accumulate;
(c) The redemption price or prices for the particular series, if
redeemable, and the terms and conditions of such redemption;
(d) The preference, if any, of shares of such series in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the
corporation;
(e) The voting rights, if any, in addition to the voting rights prescribed
by law and the terms of exercise of such voting rights;
(f) The right, if any, of shares of such series to be converted into
shares of any other series or class and the terms and conditions of
such conversion; and
(g) any other relative rights, preferences and limitations of that series.
No holder of stock of the corporation shall have any preemptive or other
right whatever, as such holder, to subscribe for or purchase or to have offered
to him for subscription or purchase any additional shares of stock of any class,
character or description which may be issued or sold by the corporation, or
obligations of any kind which may be issued or sold by the corporation and which
shall be convertible into stock of any class of the corporation, or to which
there shall be attached or appertain any warrant or warrants or other instrument
or instruments that shall confer upon the holder of such obligation the right to
subscribe for, or to purchase or receive from the corporation any shares of
capital stock of any class of the corporation, whether now or hereafter
authorized.
FIFTH. The minimum amount of capital with which the corporation will
commence business is One Thousand Dollars ($1,000.00).
SIXTH. The corporation is to have perpetual existence.
SEVENTH. The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever.
EIGHTH. The number of directors of the corporation shall be fixed by the
by-laws, subject to the provisions of this certificate of incorporation and to
the provisions of the laws of the State of Delaware.
The board of directors shall be divided into three classes, designated
Class I, Class II and Class III, as nearly equal in number as possible, and the
term of office of directors of one class shall expire at each annual meeting of
stockholders, and in all cases as to each director until his successor shall be
elected and shall qualify (except in cases where no successor is elected due to
a reduction in the size of the board) or until his earlier resignation, removal
from office, death or incapacity. Additional directorships resulting from an
increase in the number of directors shall be apportioned among the classes as
equally as possible. Vacancies, including vacancies created by an increase in
the size of the board of directors, shall be filled by the affirmative vote of a
majority of the remaining board of directors. The initial term of office of
directors of Class I shall expire at the annual meeting of stockholders in 1996;
that of Class II shall expire at the annual meeting of stockholders in 1997; and
that of Class III shall expire at the annual meeting of stockholders in 1998;
and in all cases as to each director until his successor shall be elected and
shall qualify (except in cases where no successor is elected due to a reduction
in the size of the board) or until his earlier resignation, removal from office,
death or incapacity. At each annual meeting of stockholders, the number of
directors equal to the number of directors of the class whose term expires at
the time of such meeting (or, if less, the number of directors properly
nominated and qualified (or election) shall be elected to hold office until the
third succeeding annual meeting of stockholders after their election. Any
director or the entire board of directors may be removed, with or without cause,
by holders of a majority of the shares then entitled to vote at an election of
directors.
In furtherance and not in limitation of the powers conferred by statute,
the board of directors is expressly authorized:
To make, after, amend or repeal the by-laws of the corporation.
To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.
To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for say proper purpose and to abolish any
such reserve in the manner in which it was created.
By resolution passed by the majority of the whole board, to designate one
or more committees, each committee to consist of two or more of the
directors of the corporations, which, to the extent provided in the
resolution or in the by-laws of the corporation, shall have and nay
exercise the powers of the board of directors in the management of the
business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be determined
from time to time by resolution adopted by the board of directors.
NINTH. Meetings of the stockholders may be held outside of the State of
Delaware, if the by-laws so provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside of the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.
TENTH. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
ELEVENTH. A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (1) 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) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is amended after
approval by the stockholders of this provision to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders
of the corporation shall not adversely affect any right or protection of a
director of the corporation existing at the time of such repeal or modification.
IN WITNESS WHEREOF, we have signed this certificate and caused the
corporate seal of the corporation to be hereunto affixed this 15th day of
September, 1995.
/s/ Ralph P. End
------------------------------------------------
Ralph P. End, Vice President
Attest:
/s/ Sandra K. Myers
Sandra K. Myers, Secretary
State of Texas )
)
County of Dallas )
Be it remembered on this 15th day of September 1995, personally came before
jut Linda S. Roberts, a notary public in and for the county and state aforesaid,
Ralph P. End, party to the foregoing certificate, known to me personally to be
such, and duty acknowledged the said certificate to be his act and deed, and
that the facts therein stated are true.
Given under my band and seat of office the day and year aforesaid.
/s/ Linda S. Roberts
------------------------------------------------
(Notary public)
My commission expires: 10-17-96