EXHIBIT 3(a)
RESTATED ARTICLES OF INCORPORATION
OF
HASTINGS MANUFACTURING COMPANY
ARTICLE I
The name assumed by this corporation and by which it shall be known in
law is
HASTINGS MANUFACTURING COMPANY
ARTICLE II
This corporation intends to proceed under Sec. 1, Chapter 1, Part 1,
of the above act.
ARTICLE III
The purpose or purposes of this corporation are as follows: The
manufacture, purchase, distribution, sale, dealing with and dealing in
machinery, mechanical appliances, devices, equipment, parts, tools and
accessories.
ARTICLE IV
Principal place where company will operate is Hastings, in the County
of Barry, State of Michigan.
Address of main office in Michigan is Hastings.
Address of main office outside of Michigan is none.
ARTICLE V
1. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 2,250,000 shares, of which
500,000 shares Preferred Stock issuable in series, par value $2 per share,
are to be of a class to be designated "Series Preferred Stock", and
1,750,000 shares of Common Stock, par value $2 per share, are to be
designated "Common Stock".
The designations, preferences and relative, participating,
optional or other special rights of each class of stock of the Corporation
and the qualifications, limitations, or restrictions thereon are as
follows:
The shares of Series Preferred Stock may from time to time be
divided into one or more series, each such series to be so designated as to
distinguish the shares thereof from the shares of other series and classes
as shall hereafter be determined in the resolution or resolutions providing
for the issue of such Series Preferred Stock from time to time adopted by
the Board of Directors pursuant to authority so to do which is hereby
vested by the Board of Directors.
(a) Each series of Series Preferred Stock
(i) may have such number of shares;
(ii) may have such voting powers, full or limited, or may be
without voting powers;
(iii) may be subject to redemption at the option of the
Corporation at such time or times and at such prices;
(iv) may be entitled to receive dividends (which may be
cumulative or non-cumulative) at such rate or rates, or 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 series of stock;
(v) may have such rights upon voluntary or involuntary
liquidation, dissolution or winding-up of, or upon any
distribution of the assets, of the Corporation;
(vi) 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;
(vii) may be entitled to the benefit of a sinking fund or purchase
fund to be applied to the purchase or redemption of shares
of such series in such amount or amounts;
(viii) may be entitled to the benefit of conditions and
restrictions upon the creation of indebtedness of the
Corporation or any subsidiary, upon the issue of any
additional stock (including additional shares of such series
or of any other series) and upon the payment of dividends or
the making of other distributions on, and the purchase,
redemption or other acquisitions by the Corporation or any
subsidiary of any outstanding stock of the Corporation; and
(ix) may have such other relative, participating, optional or
other special rights and qualifications, limitations or
restrictions thereof:
as shall be stated in said resolution or resolutions providing for the
issue of such Series Preferred Stock and any such series may vary from
any other series with respect to one or more of the above matters.
Except where otherwise set forth in the resolution or resolutions
adopted by the Board of Directors providing for the issue of any
series of Series Preferred Stock, the number of shares comprising such
series may be increased or decreased (but not below the number of
shares then outstanding) from time to time by like action of the Board
of Directors and by the filing of a certificate as required by
statute.
(b) Shares of any series of Series Preferred Stock which have been
redeemed (whether through the operation of a sinking fund or otherwise) or
purchased by the Corporation, or which, if convertible or exchangeable,
have been converted into or exchanged for shares of stock of any other
class or classes shall have the status of authorized and unissued shares of
Series Preferred Stock and may be reissued as a part of the series of which
they were originally a part or may be reclassified and reissued as part of
a new series of Preferred Stock to be created by resolution or resolutions
of the Board of Directors or as part of any other series of Series
Preferred Stock, all subject to the conditions or restrictions on issuance
set forth in the resolution or resolutions adopted by the Board of
Directors providing for the issue of any series of Series Preferred Stock
and to any filing required by law.
2. The Board of Directors is authorized to issue bonds or shares
convertible into shares of the Corporation and the Board of Directors may
amend the Articles of Incorporation to increase the authorized shares of
any class or series to such number as will be sufficient, when added to the
previously authorized but unissued shares of such class or series, to
satisfy the conversion privileges of any such bonds or shares convertible
into shares of such class or series.
3. (a) Except as otherwise provided by law or by the resolution or
resolutions of the Board of Directors providing for the issue of any series
of the Preferred Stock, the Common Stock shall have the exclusive right to
vote for the election of Directors and for all other purposes, each holder
of the Common Stock being entitled to one vote for each share held.
(b) Subject to all of the rights of the Preferred Stock or any
series thereof, the holders of the Common Stock shall be entitled to
receive, when, as and if declared by the Board of Directors, out of funds
legally available therefor, dividends payable in cash, stock or otherwise.
4. Upon any liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, and after the holders of the
Preferred Stock of each series shall have been paid in full the amounts to
which they respectively shall be entitled, or a sum sufficient for such
payment in full shall have been set aside, the remaining net assets of the
Corporation shall be distributed pro rata to the holders of the Common
Stock in accordance with their respective rights and interests, to the
exclusion of the holders of the Preferred Stock.
ARTICLE VI
The term of existence of this corporation shall be perpetual.
ARTICLE VII
The names of the stockholders, their respective residences and the
number of shares of the several classes of stock of this corporation
subscribed by each are as follows:
NAME RESIDENCE NO. OF SHARES
CLASS A CLASS B CLASS C
STOCK STOCK STOCK
Emil Tyden 301 S. Park Street 3,500 1,040 3,750
Hastings, Michigan
A.K. Johnson 309 S. Park Street 2,500 5,800 3,750
Hastings, Michigan
W.R. Cook 525 W. Green Street 1,000 1,560 1,250
Hastings, Michigan
H.W. Frost 435 W. Grand Street 1,000 320 1,250
Hastings, Michigan
L.H. Taffee 314 W. State Road 1,000 320 1,250
Hastings, Michigan
C.W. Dolan 429 S. Park Street 1,000 320 1,250
Hastings, Michigan
Oscar Tyden 427 S. Broadway 500 320 1,250
Hastings, Michigan
Evelyn Thomas 418 S. Market Street 500 320 1,250
Hastings, Michigan
J. W. Redford 426 W. Walnut Street 1,000
Hastings, Michigan
C.W. Crawford 429 S. Washington St. 1,000
Hastings, Michigan
C. Jacobson 310 S. Hanover Street 1,000
Hastings, Michigan
Hubert D. Cook 118 S. Hanover Street 1,000
Hastings, Michigan
M.L. Cook 127 S. Hanover Street 250
Hastings, Michigan
H.J. Newton 811 S. Jefferson St. 1,000
Hastings, Michigan
George Crakes 630 W. Michigan Ave. 500
Hastings, Michigan
Maybelle Hart Shultz, Michigan 250
James A. Batson 417 W. Mill Street 500
Hastings, Michigan
Swan Anderson 227 E. High Street 500
Hastings, Michigan
Roy J. Taffee 303 W. Church Street 500
Hastings, Michigan
Fred'k K. Hill 126 W. Walnut Street 500
Hastings, Michigan
John K. Tyden 425 W. Center Street 500
Hastings, Michigan
M.A. Lambie 528 S. Park Street 500
Hastings, Michigan ------ ------ ------
Total 20,000 10,000 15,000
ARTICLE VIII
The names and addresses of the officers and directors (or an attorney
in fact) for the first year of the corporation's existence are as follows:
NAME OFFICE ADDRESS
E. Tyden President and director Hastings, Michigan
A.E. Johnson Vice-president and director Hastings, Michigan
C.W. Dolan Secretary and director Hastings, Michigan
A.K. Johnson Treasurer and director Hastings, Michigan
C.W. Crawford Director Hastings, Michigan
H.D. Cook Director Hastings, Michigan
ARTICLE IX
The holders of shares of Preferred Stock or of Common Stock shall have
as preemptive rights to subscribe for or purchase any additional number of
shares of the capital stock of the Company of any class now or hereafter
authorized or any Preferred Stock, bonds, debentures, or other obligations
or rights or options convertible into or exchangeable for, or entitling the
holder or owner to subscribe for or purchase any shares of capital stock,
or any rights to exchange shares issued for shares to be issued.
ARTICLE X
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for a breach of
fiduciary duty as a director, except for liability:
(1) For any breach of the director's duty of loyalty to the
corporation or its shareholders;
(2) For acts or omissions not in good faith or that involve
intentional misconduct or knowing violation of law;
(3) For a violation of Section 551(1) of the Michigan Business
Corporation Act; and
(4) For any transaction from which the director derived an improper
personal benefit.
If, after the effective date of this Article, the Michigan Business
Corporation Act is amended to further eliminate or limit the liability of a
director, then a director of the corporation (in addition to the
circumstances in which a director is not personally liable as set forth in
the preceding paragraph) shall not be liable to the corporation or its
shareholders to the fullest extent permitted by the Michigan Business
Corporation Act, as so amended. No amendment to or alteration,
modification or repeal of this Article shall apply to or have any effect on
the liability or alleged liability of any director of the corporation for
or with respect to any acts or omissions of such director occurring prior
to such amendment, alteration, modification or repeal.