TREDEGAR MOLDED PRODUCTS COMPANY
ARTICLES OF AMENDMENT
I
The name of the Corporation is Tredegar Molded Products Company (the
"Corporation").
II
Article I of the Corporation's Articles of Incorporation is hereby amended
to read in its entirety as follows:
"The name of the Corporation is Precise TMP, Inc."
III
The foregoing amendment was adopted by written consent of the
Corporation's sole shareholder on April 14, 1996.
Dated: April 4, 1996 TREDEGAR MOLDED PRODUCTS COMPANY
By: /s/ John R. Weeks
-------------------------
John R. Weeks, President
ETHYL MOLDED PRODUCTS COMPANY
ARTICLES OF AMENDMENT
I
The name of the Corporation is Ethyl Molded Products Company (the
"Corporation").
II
Article I of the Corporation's Articles of incorporation is hereby amended
to read in its entirety as follows:
"The name of the Corporation is Tredegar
Molded Products Company."
III
The foregoing amendment was adopted by written consent of the
Corporation's sole shareholder on June 30, 1989.
Dated: June 30, 1989 ETHYL MOLDED PRODUCTS COMPANY
By: /s/ John D. Gottwald
----------------------
John D. Gottwald
President
ARTICLES OF SERIAL DESIGNATION
OF
ETHYL MOLDED PRODUCTS COMPANY
FIRST: The name of the corporation is Ethyl Molded Products Company.
SECOND: The following resolution, establishing and designating a series of
shares and fixing and determining the relative rights and preferences thereof,
was duly adopted by the Board of Directors of the Corporation on December 16,
1983:
SERIAL PREFERRED STOCK, SERIES A
RESOLVED, that the Board of Directors hereby establishes a series of the
Serial Preferred Stock of the Corporation to consist of 1,700 shares, and the
Board of Directors hereby fixes and determines the relative rights and
preferences of the shares of such series as follows:
(1) Designation. The designation of the series of Serial Preferred
Stock established by this resolution shall be "$120.00 Cumulative
Preferred Stock, Series A (without par value)" (hereinafter called the
"Series A Stock").
(2) Dividends. The holders of shares of the Series A Stock shall be
entitled to receive, when and as declared by the Board of Directors, a
cumulative dividend in cash at the rate of One Hundred Twenty Dollars per
share per year, payable annually on the
2.
last business day of December in each year (being hereinafter called a
"dividend period") beginning on the last business day of December, 1984.
Dividends on shares of the Series A Stock shall be cumulative commencing
with the first day of the first dividend period for which a dividend is
payable in accordance with the first sentence of this subdivision (whether
or not there shall be net profits or net assets of the Corporation legally
available for the payment of such dividends). All dividends declared upon
the shares of the Series A Stock shall be declared pro rata. Holders of
shares of the Series A Stock shall not be entitled to any dividends,
whether payable in cash, property or stock, in excess of the dividends
provided for herein.
(3) Redemption. The shares of the Series A Stock shall be subject to
redemption as follows:
Optional Redemption Right. At any time after the tenth
anniversary of the initial issuance of the Series A Stock, the
Corporation may call for redemption all or any part of the
outstanding Series A Stock at a price of $1,000 a share.
Redemption Procedure. Notice of redemption of shares of the
Series A Stock shall be given by a notice mailed by first class mail
not less than 30 nor more than 60 days prior to the date fixed for
redemption to the registered holders of the Series A Stock at their
addresses as shown on the
3.
books of the Corporation. On or at any time before the redemption
date specified in any notice of redemption (the "Redemption Date")
the Corporation may deposit in trust, for the account of the holders
of the shares redeemed, funds necessary for such redemption with a
bank or trust company in Richmond, Virginia or New York, New York,
having capital and surplus aggregating at least $50,000,000. Upon
the mailing as hereinabove provided of the notice of such
redemption, provided such notice specifies the office of such bank
or trust company where such deposit in trust has been made (or the
date on which it will be made) and states that deposit is (or shall
be) immediately available to the holders of the shares to be
redeemed, and upon the making of such deposit in trust together with
irrevocable instructions and authority to pay the amounts due upon
redemption, then all shares with respect to the redemption of which
such deposit and instructions shall have been made and such notice
therefor given shall, whether or not the certificates therefor shall
have been surrendered for cancellation, be deemed no longer to be
outstanding for any purpose, and all rights with respect to such
shares shall thereupon cease and terminate, except only the right of
the holders of the certificates for such shares to receive, out
4.
of the funds so deposited in trust, from and after the date of such
deposit, the amount payable upon the redemption thereof (including
all accumulated dividends), without interest.
Payment of Dividends at Redemption. Before redeeming any
shares of the Series A Stock, all accumulated dividends on the
Series A Stock, including the dividend payable on the Redemption
Date, shall be declared and paid on the Redemption Date.
(4) Rights on Liquidation, Dissolution, Winding Up. In the event of any
involuntary or voluntary liquidation, dissolution or winding up of the
Corporation, the holders of the Series A Stock then outstanding shall be
entitled to be paid out of assets of the Corporation available for distribution
to its stockholders an amount equal to $1,000 per share, plus an amount equal to
accumulated and unpaid dividends to and including the date on which such payment
is made, but the holders of Series A Stock shall be entitled to no further
participation in such distribution.
(5) Voting. The holders of the Series A Stock shall have no voting rights
except in the event that at any time or from time to time, while any shares of
the Series A Stock are outstanding, six or more annual dividends, whether
consecutive or not, on any shares of the Series A Stock shall be in arrears and
unpaid, whether
5.
or not declared, then the holders of all of the outstanding shares of the Series
A Stock together with the holders of any other series of Serial Preferred Stock
then entitled to such a vote under the terms of the Articles of Incorporation of
the Corporation, voting as a single class, shall be entitled to elect two
members of the Board of Directors of the Corporation. Immediately after the
occurrence of such event, the number of directors of the Corporation shall be
increased by two and (unless a regular meeting of stockholders of the
Corporation is to be held within 60 days for the purpose of electing directors)
the Corporation shall give prompt notice to the holders of all of the
outstanding shares of the Serial Preferred Stock then so entitled to such a vote
of a special meeting of such holders to take place within 60 days after the
occurrence of such event. If such meeting shall not have been called as so
provided, such meeting may be called at the expense of the Corporation by the
holders of not less than five percent of such Serial Preferred Stock at the time
outstanding, on written notice specifying the time and place of the meeting
given by mail not less than ten days or more than 30 days before the date of
such meeting specified in such notice. At such meeting the holders of all of
such Serial Preferred Stock at the time outstanding, voting as a single class,
shall have
6.
the right to elect the two additional members of the Board of Directors of the
Corporation.
If a regular meeting of the stockholders of the Corporation for the
purpose of electing directors is to be held within 60 days after the occurrence
of such event, then at such meeting, and, in any event, at each subsequent
meeting of the stockholders of the Corporation called for the purpose of
electing directors, the holders of such Serial Preferred Stock at the time
outstanding, voting as a single class, shall have the right to elect two members
of the Board of Directors on the same conditions as stated above.
At any special or regular meeting provided for in the next two preceding
paragraphs, each outstanding share of such Serial Preferred Stock shall be
entitled to one vote for the election of the directors provided for herein; the
holders of a majority of the shares of such Serial Preferred Stock at the time
outstanding shall constitute a quorum; and a plurality vote of such quorum shall
govern.
The directors elected by the holders of such Serial Preferred Stock shall
hold office until their successors shall be elected. The right of holders of the
Serial Preferred Stock to elect such two additional directors shall continue
until such time as all accumulated dividends on such shares have been paid in
full. The right shall be terminated for the time being and
7.
the terms of the directors so elected shall automatically expire at such time as
all dividends on all outstanding shares of such Serial Preferred Stock in
arrears shall have been paid in full.
(6) Retirement of Redeemed Shares, etc. Shares of the Series A Stock which
have been acquired by the Corporation shall not be reissued as Series A Stock
but shall be retired and canceled in the manner provided by law and shall become
authorized as Serial Preferred Stock undesignated as to Series. Shares of Series
A Stock which are held by the Corporation shall not be deemed outstanding for
any purpose.
Dated: December 16, 1983
ETHYL MOLDED PRODUCTS COMPANY
By: /s/ F.D. Gottwald, Jr.
------------------------
F.D. Gottwald, Jr.,
Chairman of the Board
And by: /s/ E.W. Elmore
------------------------
E.W. Elmore, Secretary
ARTICLES OF INCORPORATION
OF
ETHYL MOLDED PRODUCTS COMPANY
---------------
ARTICLE I
The name of the Corporation is Ethyl Molded Products Company.
ARTICLE II
The purpose for which the Corporation is organized is to engage in and
conduct any or all lawful business, not required to be specifically stated in
these Articles.
ARTICLE III
The Corporation shall have authority to issue 2,000 shares of Common
Stock, par value $1.00 per share, and 2,500 shares of Serial Preferred Stock,
without par value.
A. Serial Preferred Stock
1. Issuance in Series. The Board of Directors is hereby empowered to cause
the Serial Preferred Stock of the Corporation to be issued in series with such
of the variations permitted by clauses (a)-(h), both inclusive, of this section
1 as shall have been fixed and determined by the Board of Directors with respect
to any series prior to the issue of any shares of such series.
2.
The shares of the Serial Preferred Stock of different series may vary as
to:
(a) the number of shares constituting such series and the designation of
such series, which shall be such as to distinguish the shares thereof from the
shares of all other series and classes;
(b) the rate of dividend, the time of payment and, if cumulative, the
dates from which dividends shall be cumulative, and the extent of participation
rights, if any;
(c) any right to vote with holders of shares of any other series or class
and any right to vote as a class, either generally or as a condition to
specified corporate act;
(d) the price at and the terms and conditions on which shares may be
redeemed;
(e) the amount payable upon shares in event of involuntary liquidation;
(f) the amount payable upon shares in event of voluntary liquidation;
(g) any sinking fund provisions for the redemption or purchase of shares;
and
(h) the terms and conditions on which shares may be converted, if the
shares of any series are issued with the privilege of conversion.
The shares of all series of Serial Preferred Stock shall be identical
except as, within the limitations set forth above in this section 1, shall have
been fixed and determined by the Board of Directors prior to the issuance
thereof.
3.
2. Dividends. The holders of the Serial Preferred stock of each series
shall be entitled to receive, if and when declared payable by the Board of
Directors, dividends in lawful money of the United States of America, at the
dividend rate for such series, and not exceeding such rate except to the extent
of any participation right. Such dividends shall be payable on such dates as
shall be fixed for such series. Dividends, if cumulative and in arrears, shall
not bear interest.
No dividends shall be declared or paid upon or set apart for the Common
Stock or for stock of any other class hereafter created ranking junior to the
Serial Preferred Stock in respect of dividends or assets (hereinafter called
Junior Stock), and no shares of Serial Preferred Stock, Common Stock or Junior
Stock shall be purchased, redeemed or otherwise reacquired for a consideration,
nor shall any funds be set aside for or paid to any sinking funds therefor,
unless and until (i) full dividends on the outstanding Serial Preferred Stock at
the dividend rate or rates therefor, together with the full additional amount
required by any participation right, shall have been paid or declared and set
apart for payment with respect to all past dividend periods, to the extent that
the holders of the Serial Preferred Stock are entitled to dividends with respect
to any past dividend period, and the current dividend period, and (ii) all
mandatory sinking fund payments that shall have become due in respect of any
series of the Serial Preferred Stock shall have been made. Unless full dividends
with respect to all past dividend periods on the outstanding Serial Preferred
Stock at
4.
the dividend rate or rates therefor, to the extent that holders of the Serial
Preferred Stock are entitled to dividends with respect to any particular past
dividend period, together with the full additional amount required by any
participation right, shall have been paid or declared and set apart for payment
and all mandatory sinking fund payments that shall have become due in respect of
any series of the Serial Preferred Stock shall have been made, no distributions
shall be made to the holders of the Serial Preferred Stock of any series unless
distributions are made to the holders of the Serial Preferred Stock of all
series then outstanding in proportion to the aggregate amounts of the
deficiencies in payments due to the respective series, and all payments shall be
applied, first, to dividends accrued and in arrears, next, to any amount
required by any participation right, and, finally, to mandatory sinking fund
payments. The terms "current dividend period" and "past dividend period" mean,
if two or more series of Serial Preferred Stock having different dividend
periods are at the time outstanding, the current dividend period or any past
dividend period, as the case may be, with respect to each such series.
3. Preference on Liquidation. In the event of any liquidation,
dissolution or winding up of the Corporation, the holders of the Serial
Preferred Stock of each series shall be entitled to receive, for each share
thereof, the fixed liquidation price for such series, plus, in case such
liquidation, dissolution or winding up shall have been voluntary, the fixed
liquidation premium for such series, if any, together in all
5.
cases with a sum equal to all dividends accrued or in arrears thereon and the
full additional amount required by any participation right, before any
distribution of the assets shall be made to holders of the Common Stock or
Junior Stock; but the holders of the Serial Preferred Stock shall be entitled to
no further participation in such distribution. If, upon any such liquidation,
dissolution or winding up, the assets distributable among the holders of the
Serial Preferred Stock shall be insufficient to permit the payment of the full
preferential amounts aforesaid, then such assets shall be distributed among the
holders of the Serial Preferred Stock then outstanding ratably in proportion to
the full preferential amounts to which they are respectively entitled. For the
purposes of this section 3, the expression "dividends accrued or in arrears"
means, in respect of each share of the Serial Preferred Stock of any series at a
particular time, an amount equal to the product of the rate of dividend per
annum applicable to the shares of such series multiplied by the number of years
and any fractional part of a year that shall have elapsed from the date when
dividends on such shares became cumulative to the particular time in question
less the total amount of dividends actually paid on the shares of such series or
declared and set apart for payment thereon; provided, however, that, if the
dividends on such shares shall not be fully cumulative, such expression shall
mean the dividends, if any, cumulative in respect of such shares for the period
stated in the articles of serial designation
6.
creating such shares less all dividends paid in or with respect to such period.
B. Common Stock
1. Subject to the provisions of law and the rights of holders of shares at
the time outstanding of all classes of stock having prior rights as to
dividends, the holders of Common Stock at the time outstanding shall be entitled
to receive such dividends at such times and in such amounts as the Board of
Directors may deem advisable.
2. In the event of any liquidation, dissolution or winding up (whether
voluntary or involuntary) of the Corporation, after the payment or provision for
payment in full of all debts and other liabilities of the Corporation and all
preferential amounts to which the holders of shares at the time outstanding of
all classes of stock having prior rights thereto shall be entitled, the
remaining net assets of the Corporation shall be distributed ratably among the
holders of the shares at the time outstanding of Common Stock.
3. The holders of Common Stock shall be entitled to one vote per share on
all matters.
C. Preemptive Rights
No holder of Serial Preferred Stock shall as such holder have any
preemptive or preferential right to purchase or subscribe to (a) any shares of
any class of stock of the Corporation, whether now or hereafter authorized, or
(b) any warrants,
7.
rights or options to purchase any such stock, or (c) any securities or
obligations convertible into any such stock or into any warrants, rights or
options to purchase any such stock.
The holders of Common Stock shall have no preemptive rights to purchase or
subscribe to any shares of Serial Preferred Stock or to any shares of any class
of stock of the Corporation that may be issued on conversion of any shares of
Serial Preferred Stock.
ARTICLE IV
The initial registered office shall be located at P. O. Box 2189, 330
South Fourth Street in the City of Richmond, Virginia, and the initial
registered agent shall be E. Whitehead Elmore, who is a resident of Virginia and
a member of the Virginia State Bar, and whose business address is the same as
the address of the initial registered office.
ARTICLE V
The number of Directors constituting the initial Board of Directors shall
be three and the names and addresses of the persons who are to serve as the
initial directors are as follows:
Name Residence Address
---- -----------------
L.E. Blanchard, Jr. 4101 Sulgrave Road
Richmond, Virginia 23221
B.C. Gottwald 4203 Sulgrave Road
Richmond, Virginia 23221
F.D. Gottwald, Jr. 300 Herndon Road
Richmond, Virginia 23229
8.
ARTICLE VI
1. The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative (including an action or suit by or in the right of the Corporation
to procure a judgment in its favor) by reason of the fact that he is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other entity against judgments, fines, amounts paid in
settlement, and expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with such action, suit or proceeding if the person
acted in good faith or in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. No termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall of itself create a presumption that the person did not act in
good faith or did not act in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, no such termination shall create a presumption
that the person had reasonable cause to believe that his conduct was unlawful.
9.
2. In addition, the Corporation shall indemnify any person referred to in
section 1 of this Article who was or is a party or is threatened to be made a
party to any action, suit or proceeding referred to in section 1 of this Article
against all judgments, fines, amounts paid in settlement and expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with any
such action, suit or proceeding where indemnification is not authorized by the
provisions of section 1 of this Article so long as (a) such person shall not
have been finally adjudged to be liable for gross negligence or willful
misconduct in the performance of his duty to the Corporation, or (b) in the case
of such adjudication the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person if fairly and reasonably
entitled to indemnification.
3. Any indemnification under section 1 or 2 of this Article (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of any such person is
proper in the circumstances because he has met the applicable standard of
conduct set forth in such section 1 or 2. Such determination shall be made (a)
by the Corporation's Board of Directors by a majority vote of a quorum
consisting of Directors who were not parties to such action, suit or proceeding;
or (b) if such a quorum is not obtainable, or even if obtainable, a majority of
disinterested Directors so directs, by independent legal counsel
10.
in a written opinion; or (c) by the shareholders. If the determination is to be
made by the Directors, they may rely, as to all questions of law, on the advice
of independent counsel.
4. Expenses (including attorneys' fees) incurred in defending an action,
suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative, may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized in the manner
provided in section 3 of this Article, upon receipt of an undertaking by or on
behalf of such person to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation as
authorized in this Article.
5. The Board of Directors is hereby empowered, by majority vote of a
quorum of disinterested Directors, to cause the Corporation to indemnify or
contract in advance to indemnify any person not specified in sections 1 and 2 of
this Article who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative, by reason of the fact
that he is or was an employee, agent or consultant of the Corporation, or is or
was serving at the request of the Corporation as an employee, agent or
consultant of another corporation, partnership, joint venture, trust or other
entity, to the same extent as if such person were specified as one to whom
indemnification is granted in section 1 or 2 of this Article. The provisions of
sections 3 and 4 of
11.
this Article shall be applicable to any indemnification provided hereafter
pursuant to this section 5.
6. The Corporation may purchase and maintain insurance to indemnify it
against the whole or any portion of the liability assumed by it in accordance
with this Article and may also procure insurance, in such amounts as the Board
of Directors may determine, on behalf of any person who is or was a director,
officer, employee, agent or consultant of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee, agent or
consultant of another corporation, partnership, joint venture, trust or other
entity, against any liability asserted against him and incurred by him in any
such capacity or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.
7. Every reference herein to director, officer, employee, agent or
consultant shall include former directors, officers, employees, agents and
consultants and their respective heirs, executors and administrators. The
indemnification hereby provided (and provided hereafter pursuant to the power
hereby conferred on the Board of Directors) shall not be exclusive of any other
rights to which any person may be entitled, including any right under policies
of insurance that may be purchased and maintained by the Corporation or others,
with respect to claims, issues or matters in relation to which the
12.
Corporation would not have the power to indemnify such person under the
provisions of this Article.
Dated: December 8, 1983
/s/ Sandra L. Kramer
--------------------------------
Sandra L. Kramer, Incorporator