EXHIBIT 3(i)
ARTICLES OF AMENDMENT
TO THE RESTATED ARTICLES OF INCORPORATION OF
BADGER PAPER MILLS, INC.
THE UNDERSIGNED, Claude L. Van Hefty and Miles L. Kresl, Jr.,
hereby certify that they are, and at all times herein mentioned have been,
the duly elected and acting President and Corporate Secretary,
respectively, of Badger Paper Mills, Inc. (the "Corporation"), and further
certify pursuant to Section 180.1006 of the Wisconsin Business Corporation
Law that:
ARTICLE I
The name of the Corporation is Badger Paper Mills, Inc.
ARTICLE II
Article IV of the Corporation's Restated Articles of
Incorporation is hereby amended and shall hereafter read in its entirety
as follows:
ARTICLE IV
(A) General Powers, Number, Classification and Tenure of
Directors. The general powers, number, classification, tenure
and qualifications of the directors of the corporation shall be
as set forth in Sections 3.01 and 3.02 of Article III of the By-
Laws of the corporation as such Sections shall exist from time
to time. No provision of Section 3.01 or 3.02 of the By-Laws
shall be amended, altered, changed or repealed except by the
affirmative vote of shareholders holding at least seventy-five
percent (75%) of the voting power of the then outstanding shares
of capital stock of the corporation entitled to vote generally;
provided, however, that the Board of Directors, by resolution
adopted by the Requisite Vote (as hereinafter defined), may
amend, alter, change or repeal any provision of Sections 3.01 or
3.02 of the By-Laws without a vote of the shareholders. As used
herein, the term "Requisite Vote" shall mean the affirmative
vote of the number of directors in the two largest classes of
directors provided for in Section 3.01 of the By-Laws, plus one
director.
(B) Removal of Directors. Any director may be removed
from office, but only for Cause (as hereinafter defined) by the
affirmative vote of holders of at least seventy-five percent
(75%) of the voting power of the then outstanding shares of
capital stock of the corporation entitled to vote generally;
provided, however, that if the Board of Directors by resolution
adopted by the Requisite Vote shall have recommended removal of
a director, then the shareholders may remove such director from
office without Cause by the affirmative vote of shareholders
holding a majority of such outstanding shares. As used herein,
"Cause" shall exist only if the director whose removal is
proposed (i) has been convicted of a felony by a court of
competent jurisdiction and such conviction is no longer subject
to direct appeal or (ii) has been adjudged by a court of
competent jurisdiction to be liable for willful misconduct in
the performance of his or her duties to the corporation in a
matter which has a material adverse effect on the business of
the corporation and such adjudication is no longer subject to
direct appeal.
(C) Amendments. Notwithstanding any other provision of
these Restated Articles of Incorporation, the provisions of this
Article IV shall be amended, altered, changed or repealed only
by the affirmative vote of shareholders holding at least
seventy-five percent (75%) of the voting power of the then
outstanding shares of capital stock of the corporation entitled
to vote generally.
ARTICLE III
The foregoing amendment to the Corporation's Restated Articles
of Incorporation was adopted in accordance with Section 180.1003 of the
Wisconsin Business Corporation Law on May 14, 1996.
ARTICLE IV
The effective time of the foregoing amendment shall be the time
of filing of these Articles of Amendment.
IN WITNESS WHEREOF, the undersigned have executed these Articles
of Amendment to the Corporation's Restated Articles of Incorporation, in
duplicate, at Marinette, Wisconsin, this 14th day of May, 1996.
BADGER PAPER MILLS, INC.
By: /s/ Claude L. Van Hefty
Claude L. Van Hefty
President
By: /s/ Miles L. Kresl, Jr.
Miles L. Kresl, Jr.
Corporate Secretary
This document was drafted by and should be returned to Thomas E.
Hartman, Esq., Foley & Lardner, 777 East Wisconsin Avenue, Milwaukee,
Wisconsin 53202.
RESTATED
ARTICLES OF INCORPORATION
The following Restated Articles of Incorporation duly adopted
pursuant to the authority and provisions of Chapter 180 of the Wisconsin
Statutes, supersede and take the place of the existing articles of
incorporated and amendments thereto:
ARTICLE I. The name of said corporation shall be BADGER PAPER
MILLS, INC., and the location and principal office of said corporation
shall be in the City of Peshtigo, and State of Wisconsin, where its
principal books of account and corporate records shall be kept, but said
corporation may establish such other and further branch offices from time
to time in such place or places either within or without the State of
Wisconsin as the board of directors may desire.
ARTICLE II. The business and purposes of said corporation shall be
to conduct a general manufacturing business, to take, buy, sell, hold and
use patents and patent rights, to engage in lumbering and forestry
operations, to buy, sell, deal in, lease, exchange, and hold, improve and
operate all kinds of real and personal property, timber and mining lands
and rights, water power and power rights, or to mortgage, pledge or
dispose of the same in any manner whatsoever, to build and maintain dams
and reservoirs for power and logging purposes, to construct, lease, hold,
buy and sell private lines of railroads and other tracts and means of
transportation for purposes of its business, and generally to do whatever
may seem to the corporation to be appropriate to the accomplishment of the
foregoing business and purposes, without limitation by inference from any
enumeration above stated.
ARTICLE III. The capital stock of this corporation shall consist of
1,200,000 shares of common stock. The common stock shall have no nominal
or par value and may be issued from time to time for such consideration as
may be fixed from time to time by the Board of Directors.
No holder of shares of common stock of this corporation
shall as a matter of right because he is holder of such shares, be
entitled or have the right to subscribe for, purchase, or receive any part
of any new or additional issue of stock now authorized.
ARTICLE IV. The number of directors constituting the Board of Directors
of the corporation shall be fixed by the By-Laws of the corporation, but
shall not be less than five or more than nine.
ARTICLE V. The period of existence of the corporation shall be
perpetual.
ARTICLE VI. Only persons holding stock according to the regulations
thereof shall be directors.
ARTICLE VII. Any two general offices may be held by one and the same
person at the same time whenever the directors by resolution shall so
order.
ARTICLE VIII. Said corporation shall have a corporate seal of such design
with such inscription as the By-Laws shall provide or as the board of
directors by resolution shall adopt.
ARTICLE IX. Address of the registered office at the time of adoption of
these restated articles is West Front Street, Peshtigo, Wisconsin.
ARTICLE X. Name of the registered agent at such address at the time of
adoption of the restated articles is Walter F. Adrian.
ARTICLE XI. These articles may be amended in the manner authorized by
law at the time of amendment.