EXHIBIT I
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[This document was filed with the State of Wisconsin, Department of
Financial Institutions on July 31, 1998.]
ARTICLES OF INCORPORATION
OF
CGC OF WISCONSIN, INC.
ARTICLE I
The name of the Corporation is CGC of Wisconsin, Inc. The
Corporation is incorporated under the Wisconsin Business Corporation Law,
Chapter 180, Wisconsin Statutes.
ARTICLE II
The address of the registered office of the Corporation in the State
of Wisconsin is 6001 North 91st Street, Milwaukee, Wisconsin 53225, and
the name of its registered agent at such address is Christine M. Wolski.
ARTICLE III
The nature of the business and purposes to be conducted or promoted
by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the Wisconsin Business Corporation
Law.
ARTICLE IV
Section 4.l The Corporation shall have authority to issue one
thousand (1,000) shares of Common Stock of the par value of ten cents
($.10) per share and one hundred (100) shares of Preferred Stock of the
par value of ten cents (.10) per share.
Section 4.2 Subject to all of the rights of the Preferred Stock,
the holders of Common Stock shall be entitled to receive such dividends
and distributions as from time to time may be declared by the Board of
Directors of the Corporation. The holders of Common Stock shall be
entitled to share ratably upon any liquidation, dissolution or winding up
of the affairs of the Corporation (whether voluntary or involuntary) in
all assets of the Corporation, if any, remaining after payment in full to
the holders of shares of Preferred Stock of the preferential amounts to
which they are entitled. Neither the consolidation nor the merger of the
Corporation with or into any other corporation or corporations, nor the
internal reorganization of the Corporation, nor the sale or transfer by
the Corporation of all or any part of its assets shall be deemed to be a
liquidation, dissolution or winding up of the affairs of the Corporation
for the purposes of this Section 4.2 of this Article Fourth.
Section 4.3 Subject to the provisions of any applicable law or
of the By-Laws of the Corporation, as from time to time amended, with
respect to the fixing of a record date for the determination of
stockholders entitled to vote, the holders of shares of Common Stock
shall be entitled to one vote for each share of such stock held on all
propositions submitted to the vote of the holders of such stock.
Section 4.4 Except as may be determined by the Board of
Directors of the Corporation pursuant to the authority vested in such
Board under Section 4.5 of this Article IV with respect to the Preferred
Stock, and except as otherwise may be required by applicable law, the
holders of Common Stock and the holders of Preferred Stock shall vote
together as a single class for the election of Directors of the
Corporation and for all other purposes.
Section 4.5 The Preferred Stock shall be issued from time to
time in one or more series with such distinctive serial designations and
(a) may have such voting powers, full or limited, or may be without
voting powers; (b) may be subject to redemption for cash, property or
rights (including securities of any other corporation) at such time or
times, at such price or prices, at such rate or rates, and with such
adjustments; (c) may be entitled to receive dividends (which may be
cumulative or noncumulative) at such rate or rates, on such conditions,
and at such times, and payable in preference to, or in such relation to,
the dividends payable on any other class or classes or any other series
of the same or any other class or classes of stock of the Corporation;
(d) may have such rights upon the liquidation, dissolution or winding up
of the affairs, or upon any other distribution of the assets, of the
Corporation; (e) may be made convertible into, or exchangeable for,
shares of any other class or classes or of any other series of the same
or any other class or classes of stock of the Corporation, at such price
or prices or at such rates of exchange, and with such adjustments; and
(f) shall have such other relative, participating, optional or other
special rights, qualifications, limitations or restrictions thereof, all
as shall hereafter be stated and expressed in the resolution or
resolutions providing for the issue of such Preferred Stock from time to
time adopted by the Board of Directors of the Corporation pursuant to
authority so to do which is hereby vested in the Board.
Section 4.6 The number of authorized shares of any class of
stock of the Corporation may be increased or decreased by the affirmative
vote of the holders of a majority of the stock of the Corporation
entitled to vote, without regard to class.
Section 4.7 Any and all right, title, interest and claim in or
to any dividends declared by the Corporation, whether in cash, stock or
otherwise, which are unclaimed by the stockholder entitled thereto for a
period of six years after the close of business on the payment date,
shall be and be deemed to be extinguished and abandoned; and such
unclaimed dividends in the possession of the Corporation, its transfer
agents or other agents or depositories, shall at such time become the
absolute property of the Corporation, free and clear of any and all
claims of any persons whatsoever.
ARTICLE V
The name and mailing address of the incorporator are John E.
Machulak, 1733 North Farwell Avenue, Milwaukee, Wisconsin, 53202.
ARTICLE VI
In furtherance and not in limitation of the powers conferred by
applicable law, the Board of Directors of the Corporation is expressly
authorized:
To make, alter 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 any proper purpose and to abolish
any such reserve in the manner in which it was created.
ARTICLE VII
Section 7.1 Except as set forth in Section 7.4 of this Article VII,
the affirmative vote of the holders of four-fifths of all classes of
stock of the Corporation entitled to vote in elections of directors,
considered for the purposes of this Article Seventh as one class, shall
be required (a) for the adoption of any agreement for the merger or
consolidation of the Corporation with or into any other corporation, or
(b) to authorize any sale, lease or exchange of all or any substantial
part of the assets of the Corporation to, or any sale, lease or exchange
to the Corporation or any subsidiary thereof in exchange for securities
of the Corporation of any assets of, any other corporation, person or
other entity, if, in either case, such other corporation, person or
entity is the beneficial owner, directly or indirectly, of more than 5%
of the outstanding shares of stock of the Corporation entitled to vote in
elections of directors, considered for the purposes of this Article VII
as one class. Such affirmative vote shall be in addition to the vote or
consent of the holders of the stock of the Corporation otherwise required
by law or any agreement to which the Corporation is a party.
Section 7.2 For the purposes of this Article VII, any corporation,
person or other entity shall be deemed to be the beneficial owner of any
shares of stock of the Corporation (i) which it has the right to acquire
pursuant to any agreement, or upon exercise of conversion rights,
warrants or options, or otherwise, whether such right be absolute or
conditional, or (ii) which are beneficially owned, directly or indirectly
(including shares deemed owned through application of clause (i) above),
(a) by any "affiliate" or "associate," as those terms are defined in Rule
12b-2 of the General Rules and Regulations under the Securities Exchange
Act of 1934 as in effect on March 31, 1998 or (b) by any corporation,
person or other entity acting in concert with it, or (iii) which are
beneficially owned, directly or indirectly (including shares deemed owned
through application of clause (i) above), by any corporation, person or
other entity with which it or any "affiliate" or "associate" (as defined
above) of it, or any corporation, person or other entity acting in
concert with it or with any "affiliate" or "associate" (as defined above)
of it, has any agreement, arrangement or understanding with respect to
acquiring, holding, voting or disposing of stock of the Corporation. For
the purposes of this Article VII, the outstanding shares of any class of
stock of the Corporation shall include shares deemed owned through
application of clauses (i), (ii) and (iii) above but shall not include
any other shares which may be issuable pursuant to any agreement, or upon
exercise of conversion rights, warrants, or options, or otherwise.
Section 7.3 On the basis of information known to the
Corporation, the Board of Directors of the Corporation shall make all
determinations under this Article VII, including whether (i) a
corporation, person or other entity beneficially owns more than 5% of the
outstanding shares of stock of the Corporation entitled to vote in
elections of directors, or (ii) a corporation, person or other entity has
the right to acquire shares of stock of the Corporation, or (iii) a
corporation, person or other entity is an "affiliate" or "associate" (as
defined above) of another, or (iv) a corporation, person or other entity
has any agreement, arrangement or understanding with respect to
acquiring, holding, voting or disposing of stock of the Corporation, or
(v) a corporation, person or other entity is acting in concert with any
other corporation, person or other entity; and all such determinations
shall be conclusive.
Section 7.4 The provisions of this Article VII shall not be
applicable to (i) any merger or consolidation of the Corporation with or
into any other corporation, or any sale, lease or exchange of all or any
substantial part of the assets of the Corporation to, or any sale, lease
or exchange to the Corporation or any subsidiary thereof in exchange for
securities of the Corporation of any assets of, any other corporation,
person or other entity, if (a) such transaction shall have been approved
by a resolution adopted by a number of directors which is one less than
the number of the members of the Board of Directors of the Corporation
holding office at the time such resolution is adopted; or (b) the Board
of Directors of the Corporation shall by resolution have approved a
memorandum of understanding with such other corporation, person, or other
entity with respect to and substantially consistent with such transaction
prior to the time that such other corporation, person or entity shall
have become a holder of more than 5% of the outstanding shares of stock
of the Corporation entitled to vote in elections of directors; or (ii)
any merger or consolidation of the Corporation with, or any sale, lease
or exchange to the Corporation or any subsidiary thereof of any of the
assets of, any other corporation of which a majority of the outstanding
shares of all classes of stock entitled to vote in elections of directors
is owned of record or beneficially by the Corporation and its
subsidiaries.
ARTICLE VIII
The number of Directors which shall constitute the whole Board of
Directors of the Corporation shall be four until fixed by the By-Laws,
and thereafter shall be the number from time to time fixed by the
By-Laws, provided, that such number of Directors shall be not less than
three nor more than twelve. The Directors shall be divided into three
classes: Class I, Class II and Class III. Such classes shall be as
nearly equal in number as possible. The term of office of the initial
Class I Directors shall expire at the annual meeting of stockholders in
1999, the term of office of the initial Class II Directors shall expire
at the annual meeting of stockholders in 2000, and the term of office of
the initial Class III Directors shall expire at the annual meeting of
stockholders in 2001, or thereafter in each case when their respective
successors are elected and qualified. At each annual meeting of
stockholders held hereafter the class of Directors chosen to succeed
those whose terms then expire shall be elected for a term expiring at the
third succeeding annual meeting of stockholders or until their respective
successors in each case are thereafter elected and qualified.
ARTICLE IX
Meetings of stockholders may be held within or without the State of
Wisconsin, as the By-Laws may provide. The books of the Corporation may
be kept 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. Elections
of Directors need not be by written ballot unless the By-Laws of the
Corporation shall so provide.
ARTICLE X
No action which is required by the Wisconsin Business Corporation
Law to be taken at an annual or special meeting of stockholders of the
Corporation, nor any stockholder action which may be taken at any annual
or special meeting of stockholders of the Corporation, shall be taken by
a consent in writing without such an annual or special meeting.
ARTICLE XI
Any contract, transaction or act of the Corporation or of the
Directors of or any committee of the Board of Directors of the
Corporation which shall be ratified by a majority vote of a quorum of the
stockholders entitled to vote thereon at any annual meeting, or at any
special meeting called for such purpose, shall so far as permitted by law
and by this Certificate of Incorporation, be as valid and as binding as
though ratified by every stockholder of the Corporation.
ARTICLE XII
Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the
application in a summary way of this Corporation or of any creditor or
stockholder thereof or on the application of any receiver or receivers
appointed for this Corporation under the provisions of Section 128.08,
Wisconsin Statutes, or on the application of trustees in dissolution or
of any receiver or receivers appointed for this Corporation under the
provisions of Section 180.1431, Wisconsin Statutes, order a meeting of
the creditors or class of creditors, and/or of the stockholders or class
of stockholders of this Corporation, as the case may be, to be summoned
in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement
and to any reorganization of this Corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the
said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, and/or on all the stockholders or class of stockholders, of
this Corporation, as the case may be, and also on this Corporation.
ARTICLE XVIII
13.1 The Corporation reserves the right to amend, alter or repeal
any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by the Wisconsin Business Corporation
Law and by these Articles of Incorporation, and all rights conferred upon
stockholders herein are granted subject to this reservation.
13.2 No amendment to the Articles of Incorporation of the
Corporation shall amend, alter, change or repeal any of the provisions of
Articles VII and VIII unless the amendment effecting such amendment,
alteration, change or repeal shall receive the affirmative vote of the
holders of four-fifths of all classes of stock of the Corporation
entitled to vote in elections of directors, considered for the purposes
of the Articles VII and VIII as one class; provided, however, that this
Section 13.2 shall not apply to any amendment to the Articles of
Incorporation of the Corporation which has been approved by a resolution
adopted by a number of directors which is one less than the number of the
members of the Board of Directors of the Corporation holding office at
the time such resolution is adopted.
IN WITNESS WHEREOF, I, the undersigned, the incorporator herein
above named, do hereunto set my hand and seal this 27th day of July,
1998.
/s/ John E. Machulak
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John E. Machulak
STATE OF WISCONSIN )
) SS
COUNTY OF MILWAUKEE )
On the 27th day of July, 1998, personally appeared before me,
Elizabeth M. Krueger, a notary public in and for the County and State
aforesaid and a person who is authorized by the laws of the State of
Wisconsin to take acknowledgment of deeds, John E. Machulak, known to me
to be the person who signed the foregoing Articles of Incorporation and
he severally acknowledged that he signed said Articles as his act and
deed.
Given under my hand and seal of office the day and year aforesaid.
/s/ Elizabeth M. Krueger
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Elizabeth M. Krueger
My Commission expires:
8/27/2000
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NOTARIAL SEAL
This instrument was drafted by:
John E. Machulak, Attorney
Machulak, Hutchinson, Robertson,
O'Dess & Reilly, S.C.
1733 North Farwell Avenue
Milwaukee, Wisconsin 53202
(414) 271-0760