ARTICLES OF INCORPORATION
OF
JLG INDUSTRIES, INC.
(a Pennsylvania corporation)
1. The name of the corporation is:
JLG Industries, Inc.
2. The address of this corporation's current registered office in this
Commonwealth is:
JLG Drive, McConnellsburg, Pennsylvania 17233
3. The purpose or purposes of the corporation which shall be organized under
this Act are as follows: to manufacture all kinds and variety of
mechanical appliances, instruments and machines and any and all variety of
products; to provide research, development, consultation, design,
engineering and production services and to have the powers necessary and
essential thereto as well as to engage in other lawful act or activity for
which corporation may be organized under Pennsylvania Business Corporation
Law.
4. The term of its existence is perpetual.
5. The aggregate number of shares which the corporation is authorized to issue
is Thirty Five Million (35,000,000) shares $.20 par value capital stock
with a total par value of $7,000,000.
6. The names and addresses of each of the first directors, who shall serve
until the first annual meeting, are:
John L. Grove 171 Apple Drive, Greencastle, Penna.
Paul K. Shockey R.D.#3, Greencastle, Penna.
Benjamin A. Stevens 141 Apple Drive, Greencastle, Penna.
7. The names and addresses of each of the incorporators and the number and
class of shares subscribed by each are:
John L. Grove 171 Apple Drive, Greencastle, Penna. 10 sh.
Paul K. Shockey R.D.#3, Greencastle, Penna. 10 sh.
Benjamin A. Stevens 141 Apple Drive, Greencastle, Penna. 10 sh.
8. Cumulative voting is not permitted in the election of directors of the
corporation.
9. A. Directors and officers as fiduciaries. A director or officer of the
Corporation shall stand in a fiduciary relation to the Corporation and
shall perform his or her duties as a director or officer, including his or
her duties as a member of any committee of the Board upon which he or she
may serve, in good faith, in a manner he or she reasonably believe to be in
the best interests of the Corporation, and with such care, including
reasonable inquiry, skill and diligence, as a person of ordinary prudence
would use under similar circumstances. In performing his or her duties, a
director or officer shall be entitled to rely in good faith on information,
opinions, reports or statements, including financial statements and other
financial data, in each case prepared or presented by: one or more
officers or employees of the Corporation whom the director or officer
reasonably believes to be reliable and competent with respect to the
matters presented; counsel, public accountants or other persons as to
matters that the director or officer reasonably believes to be within the
professional or expert competence of such person; or a committee of the
Board of Directors upon which the director or officer does not serve, duly
designated in accordance with law, as to matters within its designated
authority, which committee the director or officer reasonably believes to
merit confidence. A director or officer shall not be considered to be
acting in good faith if he or she has knowledge concerning the matter in
question that would cause his or her reliance to be unwarranted. Absent
breach of fiduciary duty, lack of good faith or self-dealing, actions taken
as a director or officer of the Corporation or any failure to take any
action shall be presumed to be in the best interests of the Corporation.
B. Personal liability of directors. A director of the Corporation shall
not be personally liable, as such, for monetary damages (including, without
limitation, any judgment, amount paid in settlement, penalty, punitive
damages or expense of any nature including, without limitation, attorneys'
fees and disbursements) for any action taken, or any failure to take any
action, unless the director has breached or failed to perform the duties of
his or her office under these Articles, the By-Laws or applicable
provisions of law, and the breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness.
C. Personal liability of officers. An officer of the Corporation shall
not be personally liable, as such, to the Corporation or its shareholders,
for monetary damages (including, without limitation, any judgment, amount
paid in settlement, penalty, punitive damages or expense of any nature
including, without limitation, attorneys' fees and disbursements) for any
action taken, or any failure to take any action, unless the officer has
breached or failed to perform the duties of his or her office under these
Articles, the By-Laws or applicable provisions of law, and the breach or
failure to perform constitutes self-dealing, willful misconduct or
recklessness.
D. Interpretation of article. The provisions of Sections B and C of this
Article 9 shall not apply to the responsibility or liability of a director
or officer, as such, pursuant to any criminal statute of for the payment of
taxes pursuant to local, state or federal law. The provisions of this
Article 9 have been adopted pursuant to the authority of section 204A(10)
of the Pennsylvania Business Corporation Law, shall be effective as to any
act or failure to act occurring on or after November 23, 1987, shall be
deemed to be a contract with each director or officer of the Corporation
who serves as such at any time while this Article is in effect, and each
person who serves as a director or officer of the Corporation while this
Article is in effect shall be deemed to be doing so in reliance on the
provisions of this Article. The provisions of this Article are cumulative
of and shall be in addition to and independent of any and all other
limitations on the liabilities of directors or officers of the Corporation,
as such, or rights of indemnification by the Corporation, to which a
director or officer of the Corporation may be entitled, whether such
limitations or rights arise under or are created by any statute, rule of
law, by-law, agreement, vote of shareholders or directors or otherwise. No
amendment to or repeal of this Article 9, nor the adoption of any provision
of these Articles inconsistent with this Article, shall apply to or have
any effect on the liability or alleged liability of any director or officer
of the Corporation for or with respect to any acts or omissions of such
director or officer occurring prior to such amendment, repeal or adoption
of an inconsistent provision. In any action, suit or proceeding involving
the application of the provisions of this Article 9, the party or parties
challenging the right of a director or officer to the benefits of this
Article shall have the burden of proof.