EXHIBIT 3
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
process and 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 shall have
authority to issue is One Hundred Million (100,000,000) shares $.20
par value capital stock with a total par value of Twenty Million
Dollars $20,000,000.00.
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 and 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.