EXHIBIT 3(i)
ARTICLES OF INCORPORATION
OF
THE MIDLAND COMPANY
FIRST: The name of said corporation shall be THE MIDLAND COMPANY.
SECOND: The place in Ohio where its principal office is to be
located is 7000 Midland Boulevard, Amelia, Ohio 45102.
THIRD: The purpose for which said corporation is formed are:
(A) To acquire by purchase, subscription, contract or otherwise,
and to hold, sell, exchange, mortgage, pledge or otherwise dispose
of, or turn to account or realize upon, and generally to deal in
and with, all forms of securities, including, but not by way of
limitation, shares, stocks, bonds, debentures, coupons, notes,
scrip, mortgages, evidences of indebtedness, commercial paper,
certificates of indebtedness and certificates of interest issued
or created by corporations, associations, partnerships, firms,
trustees, syndicates, individuals, governments, states,
municipalities and other political and governmental divisions and
subdivisions, or by any combinations, organizations, or entities
whatsoever, or issued or created by others, irrespective of their
form or the name by which they may be described, and all trust
participation and other certificates of, and receipts evidencing
interest in, any such securities.
(B) To acquire, by purchase, exchange or otherwise, all or any
part of, or any interest in, the properties, assets, business and
good will of any one or more persons, firms, associations or
corporations; to pay for the same in cash, property or its own or
other securities; to hold, operate, reorganize, liquidate, sell or
in any manner dispose of the whole or any part thereof; and in
connection therewith, to assume or guarantee performance of any
liabilities, obligations or contracts of such persons, firms,
associations or corporations, and to conduct the whole or any part
of any business thus acquired.
(C) To do all things necessary or incident to any or all the
foregoing purposes, and to purchase, acquire, hold, sell, convey,
exchange, lease, mortgage or dispose of property, real or
personal, tangible or intangible; to borrow money and to issue
notes, bonds, or debentures or other evidences of indebtedness,
and to make loans to any firm, association, corporation and/or
individual.
(D) To carry on any other lawful business whatever which may
seem to the Board of Directors capable of being carried on in
connection with the above, or calculated, directly or indirectly,
to promote the interests of the Corporation or to enhance the
values of its properties; and to have, enjoy and exercise the
rights,
powers and privileges which are now or which may hereafter
be conferred upon corporations organized under the same statutes
as this Corporation.
(E) To conduct its business, and to have and maintain one or
more offices, within and without the State of Ohio and in all
other states and territories, the District of Columbia and foreign
countries; and to purchase, or otherwise acquire, hold, own,
equip, improve, manage, operate, finance, promote, sell, convey,
mortgage or otherwise dispose of the real and personal property in
all such states and places, to the extent that the same may be
permissible under the laws thereof.
(F) The foregoing clauses shall be construed as objects,
purposes and powers and it is hereby expressly provided that the
foregoing enumerated specific objects, purposes and powers shall
not be held to limit or restrict in any manner the powers of this
Corporation, and are in furtherance of, and in addition to, and
not in limitation of the general powers conferred by the laws of
the State of Ohio.
FOURTH: Section 1. The maximum number of shares which the
Corporation is authorized to have outstanding is twenty million five
hundred thousand (20,500,000) shares, which shall be classified and bear
designations as follows: Five hundred thousand (500,000) shares,
without par value, shall be designated as Preferred Stock, and twenty
million (20,000,000) shares, without par value, shall be designated as
Common Stock.
Section 2. The express terms and provisions of the shares of
Preferred Stock are as follows:
Subdivision A: Issuance in Series and Limitations as to
Variations Between Series.
The Preferred Stock may be issued from time to time in series.
Except as hereinafter provided, Preferred Stock of all series
shall rank equally and be identical in all respects. All shares
of any one series shall be alike in every particular.
Subject to the limitations and restrictions set forth in this
Article Fourth, the Board of Directors is authorized and empowered
at one time or from time to time:
1. To create one or more series of Preferred Stock and to
authorize the issuance of Preferred Stock in such series,
and to fix or alter, in respect of any particular series,
the following express terms and provisions of any authorized
and unissued shares of Preferred Stock (whether or not such
shares shall have been previously designated as shares of a
particular series):
(a) The designation of the series;
(b) The number of shares of the series, which number
may at any time or from time to time be increased or
decreased by the Board of Directors, notwithstanding
that shares of the series may be outstanding at the
time of such increase or decrease, unless the
Board of Directors shall have otherwise provided in
creating such series;
(c) The dividend rate;
(d) The dates at which dividends, if declared, shall
be payable, and the dates, if any, from which they
shall be cumulative;
(e) The liquidation price;
(f) The redemption rights and price;
(g) The sinking fund requirements, if any;
(h) The conversion rights, if any, and
(i) The restrictions, if any, on the issuance of
shares of any class or series;
2. To adopt such amendment or amendments to the Articles
of Incorporation as may be required or permitted by
law to accomplish the foregoing purposes.
Subdivision B. General Provisions Applicable to All Series
The following general provisions shall apply to all Preferred
Stock of the Corporation, irrespective of series:
1. The holders of Preferred Stock of each series shall be
entitled to receive, when and as declared by the Board of
Directors, dividends, in cash at the annual rate fixed with
respect to such series in accordance with Subdivision A(1)
of this Section 2. In case Preferred Stock of more than one
series is outstanding, the Corporation is making any
dividend payment upon the Preferred Stock, shall (except in
redeeming shares of Preferred Stock through the operation of
any sinking fund that may be established for the benefit of
any series of Preferred Stock) make dividend payments
ratably upon all outstanding shares of Preferred Stock of
all series in proportion to the amount of dividends accrued
thereon and unpaid to the date of such dividend accrued
thereon and unpaid to the date of such dividend payment.
Dividends in respect of the shares of any series shall
commence to accrue from the date on which they shall have
been declared to be payable and, in the case of cumulative
dividends, from the date as of which they accumulate
pursuant to the terms and provisions pertaining to the
particular series. Accumulations of dividends shall not
bear interest.
2. Restrictions on Payment of Dividends upon Stock Junior
to the Preferred Stock. So long as any Preferred Stock
shall be outstanding, the Corporation shall not declare or
pay any dividend or make any distribution on, or purchase,
or cause to be purchased, or redeem, any stock ranking
junior to the Preferred Stock, nor shall any money be paid
or set aside or made available for a purchase fund or
sinking fund for the purchase or redemption of any shares of
such junior stock unless:
(i) accrued dividends for all past dividend periods
on all outstanding shares of Preferred Stock of all
series having
cumulative dividends shall have been paid and the dividend
on all outstanding shares of Preferred Stock of all such
series for the then current quarterly dividend period shall
have been paid or declared and provided for;
(ii) the Corporation shall have made all payments
then due under the requirements of all purchase funds
and sinking funds (if any) for the Preferred Stock of
all series for the then current fiscal year and shall
have set up suitable reserves for all payments not
then due but then determined and to become due during
the fiscal year, under the requirements of all such
purchase funds and sinking funds, and all defaults, if
any, in complying with any such purchase fund and
sinking fund requirements in respect of previous
fiscal years shall have been made good; and
(iii) The net assets of the Corporation shall not
thereby be reduced below the aggregate preferential
amounts to which the then outstanding shares of
Preferred Stock would be entitled upon the involuntary
liquidation, dissolution or winding up of the
Corporation.
3. Dissolution, Liquidation and Winding Up. Upon any
dissolution, liquidation or winding up of the Corporation,
before any distribution or payment is made to the holders of
any class of stock ranking junior to the Preferred Stock,
the holders of Preferred Stock of each series shall be
entitled to be paid in cash the amount fixed in accordance
with the provisions of Subdivision A (1) of this Section 2
with respect to such series. If the net assets of the
Corporation shall be insufficient to permit the payment to
holders of all outstanding shares of Preferred Stock of all
series of the full amounts to which they are respectively
entitled, the entire net assets of the Corporation shall be
distributed ratably to the holders of all outstanding shares
of Preferred Stock of all series in proportion to the
amounts to which they are respectively entitled. After
payment to holders of Preferred Stock of the full
preferential amounts aforesaid, the holders of Preferred
Stock as such shall have no right or claim to any of the
remaining assets of the Corporation, which remaining assets
shall be distributed among the holders of shares ranking
junior to the Preferred Stock in accordance with their
respective rights thereto. The sale, lease or conveyance of
all the property and assets of the Corporation to, or the
merger or consolidation of the Corporation into or with, any
other corporation shall not be deemed to be a liquidation,
dissolution or winding up of the Corporation for the
purposes of this paragraph.
4. Redemption. At the option of, and to the extent fixed
by, the Board of Directors with respect to any series, the
Corporation may redeem at any time, or from time to time,
any series of Preferred Stock, or any part of any series, at
the redemption price fixed with respect to such series in
accordance with Subdivision A (1) of this Section 2;
provided, that not
less than thirty days previous to the date fixed for any such
redemption, a notice of the time and place thereof shall be given
to the holders of record of the shares of Preferred Stock so to be
redeemed by mailing a copy of such notice to such holders at their
respective addresses as the same appear on the books of the
Corporation and, if the Board of Directors shall so determine, by
publication of notice in such manner as may be prescribed by
resolution of the Board of Directors. In case of redemption
of less than all of the outstanding Preferred Stock of any
one series, the redemption shall be made pro rata or the
shares to be redeemed shall be chosen by lot in such manner
as may be prescribed by resolution of the Board of
Directors. At any time after notice of redemption has been
given in the manner herein prescribed, the Corporation may
deposit the amount of the aggregate redemption price with
any bank or trust company having capital and surplus of at
least $5,000,000, named in such notice, in trust for the
holders of the shares so to be redeemed, payable on the date
fixed for redemption to the respective orders of such
holders upon endorsement to the Corporation or otherwise as
may be required and surrender of the certificates for such
shares. Upon deposit of the aggregate redemption price, as
aforesaid, or, if no such deposit is made, upon said
redemption date (unless the Corporation shall default in
making payment of the redemption price as set forth in said
notice) such holders shall cease to be stockholders with
respect to said shares and shall be entitled only to receive
the redemption price on or after the date fixed for
redemption, without interest thereon, upon endorsement, if
required, and surrender of the certificates for such shares;
provided, however, that no such deposit in trust shall be
deemed to terminate, prior to the expiration of the
redemption date, any conversion or exchange rights to which
any such holder may be entitled. Any funds so deposited by
the Corporation and unclaimed at the end of six years from
the date fixed for such redemption shall be repaid by such
bank or trust company to the Corporation upon its request,
after which repayment the holders of such shares so called
for redemption shall look only to the Corporation for
payment of the redemption price thereof. Any funds so
deposited which shall not be required for such redemption
because of the exercise subsequent to the date of such
deposit of any right of conversion or exchange, shall be
returned to the Corporation forthwith. Any interest accrued
on any funds so deposited shall belong to the Corporation
and shall be paid to it from time to time.
If at any time the Corporation shall have failed to pay
accrued dividends in full on Preferred Stock of any one or
more series, thereafter and until such dividends in full on
Preferred Stock of every series shall have been paid or
declared and set apart for payment, the Corporation shall
not redeem Preferred Stock except as a whole or, directly or
indirectly, purchase any Preferred Stock. Subject to the
foregoing, any Preferred Stock may be purchased by the
Corporation.
5. Action Requiring Approval of Preferred Stock. The
Corporation shall not, without the affirmative vote of the
holders of a majority of the outstanding Preferred Stock as
a class, increase the authorized number of shares of
Preferred Stock or create any class of shares which rank
equally with or prior to the Preferred Stock.
6. Voting Rights. The holders of Preferred Stock shall
be entitled at all times to one vote for each share of
Preferred Stock held by them respectively.
7. Preemptive Rights. No holder of Preferred Stock of
any series shall, as such holder, have any preemptive right
in, or preemptive right to subscribe to, any additional
Preferred Stock of any series or any shares of any other
class of stock, or any bonds, debentures or other securities
convertible into or exchangeable for shares of stock of any
class or series.
8. Prohibitions Against Reissue or Resale. Preferred
Stock which shall have been purchased or redeemed through
the operation of any purchase or sinking fund or applied to
any purchase or sinking fund installment shall not be
applied to any subsequent purchase or sinking fund
installment. Preferred stock which shall have been
purchased, redeemed or otherwise acquired by the Corporation
shall be deemed retired and shall not be reissued or resold.
In case Preferred Stock of any series shall be convertible
into or exchangeable for stock of any other series or class
or other securities, shares of Preferred Stock of such
series which shall have been so converted or exchanged shall
be deemed retired and shall not be reissued or resold.
Section 3. The express terms and provisions of the shares of
Common Stock are as follows:
(1) Dividends. Out of the assets of the Corporation available
for dividends remaining after full dividends on all shares ranking
prior to the Common Stock shall have been paid or declared and set
apart for payment, then, and not otherwise, and subject to any
restrictions or limitations contained in the express terms and
provisions of any shares ranking prior to the Common Stock
dividends may be declared and paid upon the Common Stock, but only
when and as determined by the Board of Directors.
(2) Dissolution, Liquidation and Winding Up. Upon any
dissolution, liquidation or winding up of the Corporation, or any
proceedings resulting in any distribution of all of its assets to
its stockholders, after there shall have been paid to or set apart
for holders of all shares ranking prior to the Common Stock the
full preferential amounts to which they are respectively entitled,
the holders of Common Stock shall be entitled to receive pro rata
all of the remaining assets of the Corporation available for
distribution to its stockholders. The sale, lease or
conveyance of all the property and assets of the Corporation to, or
the merger or consolidation of the Corporation into or with, any other
corporation shall not be deemed to be a liquidation, dissolution
or winding up of the Corporation for the purposes of this
paragraph.
(3) Voting Rights. The holders of Common Stock shall be
entitled at all times to one vote for each share of Common Stock
held by them respectively.
(4) Preemptive Rights. No holder of Common Stock shall, as such
holder, have any preemptive right in, or preemptive right to
subscribe to, any additional Common Stock or any shares of any
other class, or any bonds, debentures or other securities
convertible into or exchangeable for shares of Common Stock or any
other class of stock, or any Preferred Stock authorized by, and
which may be made convertible into or exchangeable for Common
Stock pursuant to, the provisions of this Article Fourth, as
herein in these Articles of Incorporation set forth or any Common
Stock required to satisfy any such conversion or exchange right.
Section 4. For the purpose of this Article Fourth, whenever
reference is made herein to stock or shares "ranking junior to the
Preferred Stock," such reference shall mean and include the Common Stock
and any other authorized class of stock in respect of which the rights
of the holders as to the payment of dividends and as to distributions in
the event of dissolution, liquidation or winding up of the Corporation
are subordinate to the rights of the holders of the Preferred Stock; and
whenever reference is made to stock or shares "ranking prior to the
Common Stock" such reference shall mean and include the Preferred Stock
and any other authorized class of stock in respect of which the above
mentioned rights of the holders will give preference over the Common
Stock.
FIFTH: Notwithstanding any provisions of the General Corporation
Act of Ohio now or hereafter in force requiring, for any purpose, the
affirmative vote or consent of the holders of shares entitling them to
exercise two-thirds, or any other proportion, of the voting power of the
Corporation, or the affirmative vote or consent of the holders of two-
thirds, or any other proportion, of the shares of any class or classes,
such action may, to the extent permitted by law, be authorized and taken
by the affirmative vote or written consent of the holders of shares
entitling them to exercise a majority of the voting power of the
Corporation, or by the affirmative vote or consent of the holders of a
majority of the shares of such class or classes.
SIXTH: Any and all unissued shares of this corporation may, at
any time and from time to time, be issued and sold for such prices and
on such terms as to payment as the then Board of Directors of this
corporation may determine, and no director of this corporation shall be
disqualified from voting thereupon by reason of any ownership by him or
any member of his family of stock in this corporation and/or by reason
of the amount of ownership (even though that amount represents control).
To the extent not prohibited by law, the Board of Directors may
authorize the purchase by the Corporation of shares of any class issued
by it. The action of such Board of Directors in such instances shall be
final except for actual fraud.
SEVENTH: The amount of stated capital with which the Corporation
will begin business is Five Hundred ($500.00) Dollars.