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EXHIBIT 3.115
[STAMP]
CERTIFICATE OF ADOPTION
OF
AMENDED ARTICLES OF INCORPORATION
OF
UNIVERSAL MATERIALS, INC.
Anthony W. Miller, President, and John W. Ergazos, Secretary, of Universal
Materials, Inc., an Ohio corporation, with its principal office located at
Canton Stark County, Ohio, do hereby certify that a special meeting of the
holders of the shares of said corporation entitling them to vote on the
proposal to adopt Amended Articles of Incorporation as contained in the
following reselection, was duly called for such purpose and held on the 23rd
day of March, 1982, at which meeting a quorum of such shareholders was
present in person and that by the affirmative vote of the holders of shares
entitled under the Articles of Incorporation to exercise two-thirds of the
voting power of the corporation on such proposal, the following resolution
was adopted;
Resolved, That the following Amended Articles of Incorporation be and the
same are hereby adopted:
AMENDED ARTICLE OF INCORPORATION
OF
UNIVERSAL MATERIALS, INC.,
FIRST. The name of said corporation is Universal Materials, Inc.
SECOND. The place in Ohio where its principal office is located is Canton,
Stark County, Ohio.
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THIRD. The purposes of the corporation are as follows:
(a). To carry on the business of leasing, buying, owning, holding and
operating clay, brick, shale and mineral properties; to buy, sell,
manufacture, produce and otherwise deal in the products thereof.
(b). To purchase, receive by way of gift, subscribe for, invest in, and in
all other ways acquire, import, lease, possess, maintain, handle on
consignment, own, hold for investment or otherwise, use, enjoy, exercise,
operate, manage, conduct, perform, make, borrow, guaranty, contract in
respect of, trade and deal in, sell, exchange, let, lend, export, mortgage,
pledge, hypothecate, encumber, transfer, assign and in all other ways dispose
of, develop, invent, improve, equip, repair, alter, fabricate, assemble,
build, construct, operate, manufacture, plant, cultivate, produce, market and
in all other ways (whether like or unlike any of the foregoing) deal in, and
with property of every kind and character, real, personal, or mixed,
tangible, or intangible, wherever situated and however held, including, but
not limited to, money, credits, choses in action, securities, stocks, bonds,
warrants, script, certificates, debentures, mortgages, notes, commission
payable, and other obligations and evidences of interest in or indebtedness
of any person, firm, or corporation, foreign or domestic, or of any
government or subdivision or agency thereof, documents of title, and
accompanying rights, and as to the kind and character of personal property,
real property (improved or unimproved) and the products and avails thereof,
and as character
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of interest therein and appurtenance thereof, including, but not limited to,
mineral, oil, gas, and water rights, all or any part of any going business and
its incidents, franchises, subsidies, charters, concessions, grants, rights,
powers, or privileges, granted or conferred by any government or subdivision or
agency thereof, and any interest in or part of any of the foregoing, and to
exercise in respect thereof all of the rights, powers, privileges, and
immunities of individual owners or holders thereof.
(c). To acquire by purchase, subscription, underwriting, participation in
syndicates, or otherwise, and to hold, own, sell, exchange, pledge, hypothecate
or otherwise dispose of, shares of stock, bonds, mortgages, debentures, trusts
receipts, participation certificates, certificates of beneficial interests,
notes and other securities, obligations, contracts, choses in action and
evidence of indebtedness generally, or interest therein, of persons,
corporations, associations, firms, trusts, governments, states, colonies,
municipalities, and other organizations; to receive, collect and dispose of
interest, dividends and income upon, of or from, and to exercise any and all
rights and privileges of individual ownership or interest in, any of the
foregoing, including the right to vote thereon for any and all purposes, and to
do any and all acts and things for the preservation, protection, improvement and
enhancement in value thereof and to endorse or guaranty the same or become
surety in respect thereof, and to aid, by loan, subsidy, guaranty or otherwise
those issuing, selling, creating or responsible for the same.
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(d). To apply for, obtain, purchase, take licenses in respect of or
otherwise acquire, and to hold, own, use, grant licenses in respect of,
manufacture under, sell, assign, mortgage, pledge or otherwise dispose of any
and all inventions, devices, processes and any improvements and modifications
thereof, any and all letters patent of the United States or of any other
country, state, territory or locality, and all rights connected therewith or
appertaining thereto; any and all copyrights granted by the United States or any
other country, state, territory or locality; and any and all trademarks, trade
names, trade symbols and other indications of origin and ownership granted by or
recognized under the laws of the United States or of any other country, state,
territory or locality.
(e). To hire and employ agents, servants, and employees, and to act as
agent, contractor, trustee, or otherwise, either alone or in company with
others.
(f). To promote or aid in any manner, financially or otherwise, any person,
firm, association, or corporation, and to guaranty contracts and other
obligations.
(g). To let concessions to others to do any of the things this corporation
is empowered to do, and to enter into, make, perform, and carry out contracts
and arrangements of every kind and character with any person, firm, association,
or corporation, or any government or authority or subdivision or agency thereof.
(h). To carry on any business whatsoever that this corporation may deem
proper or convenient in connection with any
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of the foregoing purposes or otherwise, or that it may deem calculated, directly
or indirectly, to improve the interests of this corporation and to do all things
specified in the general corporation laws of Ohio and to exercise all powers
conferred by the laws of the State of Ohio on corporations formed under the laws
pursuant to which and under which this corporation is formed, as such laws are
now in effect or may at anytime hereafter be amended and to do any and all
things hereinabove set forth to the same extent and as fully as natural persons
might or could do, either alone or in connection with other persons,
firms, associations, or corporations and in any part of the world.
(i). To conduct its business in any or all of its branches so far as
permitted by law, in the State of Ohio and in the other states of the United
States of America, and in the territories of the United States, and in the
District of Columbia and in any and all of the dependencies, colonies, or
possessions of the United States of America, and in foreign countries; and for
and in connection with its present business or future business enterprises.
The foregoing statement of purposes shall be construed as a statement of
both purposes and powers, shall be liberally construed in aid of the powers of
the corporation, and the powers and purposes stated in each clause, shall,
except where otherwise stated, be in nowise limited or restricted by any term or
provision of any other clause, and shall be regarded not only as independent
purposes, but the purposes and powers stated shall
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be construed distributively as each object expressed, and the enumeration as to
specific powers shall not be construed as to limit in any manner the aforesaid
general powers, but are in furtherance of, and in addition to and not in
limitation of said general powers.
FOURTH. The corporation is authorized to issue two classes of shares of
stock to be designated as "preferred" and "common" respectively; the total
number of shares that may be issued by this corporation is 2,210 shares without
par value, 442 shares to be preferred shares and 1,768 shares to be common
shares. All or any part of the shares of the common and preferred capital stock
may be issued by the corporation from time to time and for such consideration as
may be determined upon and fixed by the board of directors, as provided by law,
with due regard to the interest of existing shareholders; and when such
consideration has been received by the corporation, such shares shall be deemed
fully paid.
The nature and extant of the preferences, rights, privileges, and
restrictions granted to or imposed upon the holders of the respective classes of
stock are as follows:
(a). The holders of the preferred stock shall be entitled to receive from
the surplus or net profits arising from the business of the corporation an
annual dividend rate of 14 per cent, non-cummulative, which shall be payable
out of 50 per cent of the net income of the corporation as preferred
dividends up to the previously stated 14 per cent. No dividends shall, at any
time
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be paid on the common stock unless the preferred shares have been paid the
dividends provided above for holders of the preferred stock in full.
(b). The holders of preferred stock shall be entitled to vote at meetings
of the stockholders of the corporation with each share having one vote.
(c). The preferred shares shall be redeemable by the corporation at any
time for $1,000,00 per share.
(d). The holders of preferred stock shall have the option to convert their
preferred stock into either common stock, or after five (5) years, into
promissory notes of $1,000.00 for each share converted. Such promissory notes
shall be subject to payment on demand.
(e). If the preferred stock is converted into common stock or promissory
notes, or hereinabove provided, such preferred stock, when so converted, shall
be cancelled and retired and shall not be re-issued as such.
(f). In the event of liquidation or dissolution or winding up (whether
voluntary or involuntary) of the corporation, the holders of the preferred stock
shall be entitled to be paid the book value per share and the unpaid dividends
accrued thereon before any amount shall be paid to holders of the common stock;
and, after the payment to the holder of the preferred stock as provided herein,
and the unpaid accrued dividends thereon, the
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the book value per share and the unpaid dividends accrued thereon before any
amount shall be paid to holders of the common stock; and, after the payment to
the holder of the preferred stock as provided herein, and the unpaid accrued
dividends thereon, the remaining assets and funds shall be divided and paid to
the holders of the common stock pro rata according to their respective shares.
FIFTH. The corporation reserves the right at any time and from time to
time, substantially to change its purposes in the manner now or hereafter
permitted by statute. Any change of the purposes of the corporation, authorized
or approved by the holders of shares entitling them to exercise the proportion
of the voting power of a corporation now or hereafter required by statute, shall
be binding and conclusive upon every shareholder of the corporation as fully as
if such shareholder had voted therefor; and no shareholder, notwithstanding
that he may have voted against such change of purposes or may have objected in
writing thereto, shall be entitled to payment of the full cash value of his
shares.
SIXTH. The Board of Directors is hereby authorized to fix and determine and
to vary the amount of working capital of the corporation, to determine whether
any, and, if any, what part of its surplus, however created or arising, shall be
used or disposed of or declared in dividends or paid to shareholders of common
shares and, without action by the shareholders, to use and apply such surplus,
or any part thereof, at any time or from time to time in the purchase or
acquisition of shares of any class.
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This corporation shall have power and authority, upon the affirmative vote
of a simple majority of its Board of Directors and without action by its
shareholders, to purchase, hold, sell, transfer, reissue and cancel its own
shares and provided, however, that shares of its own capital stock purchased and
redeemed and held as Treasury Shares shall not be voted, directly or indirectly.
SEVENTH. Every statute of the State of Ohio hereafter enacted, whereby the
rights or privileges of shareholders of the corporation organized under the
General Corporation Act of said state are diminished, increased or in any way
affected, or whereby effect is given to any action authorized, ratified or
approved by less than all the shareholders of any such corporation, shall apply
to this corporation and shall be binding upon every shareholder thereof to the
same extent as if such statute had been in force at the time of the filing of
these Amended Articles of Incorporation.
EIGHTH. In every instance that it is or at any time hereafter may be
provided or permitted by the laws of Ohio, that, by provisions in these Amended
Articles of Incorporation certain powers may be conferred upon the directors of
a corporation which they would not otherwise possess, or might possess only by
virtue of some action by shareholders, all such powers and authority are hereby
conferred upon the directors, to be exercised by the vote of a majority thereof,
to the extent so provided or permitted by law, as fully as though such
permissible powers were herein
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expressly enumerated and granted; and any such additional powers may also be
conferred upon the directors by provision in the Code of Regulations.
NINTH. A director or officer of the corporation shall not be disqualified
by his office from dealing or contracting with the corporation as a vendor,
purchaser, employee, agent or otherwise; nor shall any transactions, contract or
act of the corporation be void or voidable or in any way affected or invalidated
by reason of the fact that any director or officer of any firm of which such
director or officer is a member or any corporation of which such director or
officer is a shareholder, director or is in any way interested in such
transaction, contract or act, provided the fact that such director, officer,
firm or corporation is so interested shall be disclosed or shall be known to the
Board of Directors or such members thereof as shall be present at any meeting of
the Board of Directors at which action upon any such contract, transaction or
act shall be taken; nor shall such director or officer be accountable or
responsible to the corporation for or in respect of any such transaction,
contract or act of the corporation, or for any gains, contract, transaction or
act, with like force and effect as if he or any firm of which he is a member, or
any corporation of which he is a shareholder, officer or director, were
not interested in such transaction, contract or act.
TENTH. These Amended Articles of Incorporation supersede and take the
place of the existing Articles of Incorporation as amended.
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In witness whereof, the said Anthony W. Miller, President, and John W.
Ergazos, Secretary, of Universal Materials, Inc., acting for and on behalf of
said corporation, have hereunto, subscribed their name this third day of June,
1982.
/s/ Anthony W. Miller
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President
/s/ John W. Ergazos
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Secretary
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584327
UNITED STATES OF AMERICA,
STATE OF OHIO,
OFFICE OF THE SECRETARY OF STATE
I, J. Kenneth Blackwell, Secretary of State of the State of Ohio, do hereby
certify that the foregoing is a true and correct copy, consisting of 11 pages,
as taken from the original record now in my official custody as Secretary of
State.
WITNESS my hand and official seal at Columbus, Ohio, this 7th day of May
A.D., 2001
/s/ J. Kenneth Blackwell
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J. KENNETH BLACKWELL
Secretary of State
By: /s/ D. Henderson
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NOTICE: This is an official certification only when reproduced in red ink