EXHIBIT 3.13
ARTICLES OF RESTATEMENT
OF THE
ARTICLES OF INCORPORATION OF
SHELTER NEWCO, INC.
SHELTER NEWCO, INC. (hereinafter referred to as the "Corporation"),
existing pursuant to the Indiana Business Corporation law and desiring to give
notice of corporate action effectuating a restatement of its Articles of
Incorporation, sets forth the following facts:
ARTICLE I
Restatement of the
Articles of Incorporation
Section 1. The Name of the Corporation following this restatement shall be
changed to SHELTER COMPONENTS CORPORATION.
Section 2. The Corporation's Articles of Incorporation are restated in the
form attached hereto.
Section 3. The effective date of the Restatement shall be October 23, 1987.
ARTICLE II
Manner of Adoption and Vote
SECTION 1. The Restatement was approved and adopted by the Corporation's
Board of Directors. The Restatement contains an amendment requiring shareholder
approval, and it was submitted to the Corporation's shareholders for their
approval. The Restated Articles of Incorporation were approved by the sole
shareholder of the Corporation pursuant to a written consent of the sole
shareholder dated October 21, 1987, signed by the holder of 100 shares of the
Corporation's common stock, representing all of the outstanding shares of the
Corporation's stock and all of the shares thereof being entitled to vote in
respect of the Restatement.
Section 2. The manner of the adoption of the Restated Articles of
Incorporation and the vote by which they were adopted constitute full legal
compliance with the provisions of the
Indiana Business Corporation Law and the Corporation's Articles of Incorporation
and By-Laws.
IN WITNESS WHEREOF, the undersigned officer of SHELTER NEWCO, INC. has
executed these Articles of Restatement this 21st day of October, 1987.
/s/ ARTHUR M. BORDEN
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Arthur M. Borden
Assistant Secretary
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RESTATED ARTICLES OF INCORPORATION
OF
SHELTER NEWCO, INC.
SHELTER NEWCO, INC. (hereinafter referred to as the "Corporation"),
having duly elected to be governed by IC 23-1-18 through IC 23-1-54 (except for
IC 23-1-18-3, IC 23-1-21 and IC 23-1-53-3) effective July 29, 1987, and desiring
to amend and restate its Articles of Incorporation effective October 23, 1987,
pursuant to the provisions of the Indiana Business Corporation Law (hereinafter
referred to as the "Corporation Law"), submits the following Restated Articles
of Incorporation:
ARTICLE I
Name
The name of the Corporation is SHELTER COMPONENTS CORPORATION.
ARTICLE II
Purposes and Powers
Section 2.1. Purposes of the Corporation. The purposes for which the
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Corporation is formed are (a) to engage in the general business of conducting
and operating a holding company, and to carry on such activities of every kind
or nature as may be allied or incidental to such business, and (b) to engage in
the transaction of any or all lawful business for which corporations may now or
hereafter be incorporated under the Corporation Law.
Section 2.2. Powers of the Corporation. The Corporation shall have
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(a) all powers now or hereafter authorized by or vested in corporations pursuant
to the provisions of the Corporation Law, (b) all powers now or hereafter vested
in corporations by common law or any other statute or act, and (c) all powers
authorized by or vested in the Corporation by the provisions of these Restated
Articles of Incorporation or by the provisions of its By-Laws as from time to
time in effect.
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ARTICLE III
Term of Existence
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
Registered Office and Agent
The street address of the Corporation's registered office at the time
of adoption of these Restated Articles of Incorporation is Circle Tower,
Indianapolis, Indiana, 46204 and the name of its Resident Agent at such office
at the time of adoption of these Restated Articles of Incorporation is Prentice
Hall Corporation System, Inc.
ARTICLE V
Shares
Section 5.1. Authorized Classes and Number of Shares. The total
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number of shares which the Corporation has authority to issue shall be Eleven
Million (11,000,000) shares, consisting of Ten Million (10,000,000) common
shares (the "Common Shares") and One Million (1,000,000) special shares (the
"Special Shares"). The Corporation's shares shall have a par value of $.01 per
share.
Section 5.2. General Terms of All Shares. The Board of Directors of
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the Corporation has authority to authorize and direct the acquisition by the
Corporation of the issued and outstanding Special Shares and Common Shares at
such times, in such amounts, from such persons, for such considerations, from
such sources and upon such terms and conditions as it may, from time to time,
determine upon, subject only to the restrictions, limitations, conditions and
requirements imposed by the Corporation Law, other applicable laws and these
Restated Articles of Incorporation, as the same may, from time to time, be
amended. Shares of the Corporation purchased, redeemed or otherwise acquired by
it shall constitute authorized but unissued shares, unless prior to any such
purchase, redemption or other acquisition, or within thirty (30) days
thereafter, the Board of Directors adopts a resolution providing that such
shares constitute authorized and issued but not outstanding shares.
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The Board of Directors of the Corporation has authority to authorize
and direct the issuance by the Corporation of Special Shares and Common Shares
at such times, in such amounts, to such persons, for such considerations and
upon such terms and conditions as it may, from time to time, determine upon,
subject only to the restrictions, limitations, conditions and requirements
imposed by the Corporation Law, other applicable laws and these Restated
Articles of Incorporation, as the same may, from time to time, be amended;
Shares may be disposed of, issued and sold to such persons, firms or
corporations as the Board of Directors may determine, without any preemptive or
other right on the part of the owners or holders of other shares of the
Corporation of any class or kind to acquire such shares by reason of their
ownership of such other shares.
The Corporation shall have the power to declare and pay dividends or
other distributions upon the issued and outstanding shares of the Corporation,
subject to the limitation that a dividend or other distribution may not be made
if, after giving it effect, the Corporation would not be able to pay its debts
as they become due in the usual course of business or the Corporation's total
assets would be less than its total liabilities (calculated without regard to
any amounts that would be needed, if the Corporation were to be dissolved at the
time of the dividend or other distribution, to satisfy the preferential rights
upon dissolution of shareholders whose preferential rights are superior to those
of the holders of shares receiving the dividend or other distribution, unless
otherwise expressly provided with respect to a series of Special Shares in the
provisions of an amendment to these Restated Articles of Incorporation adopted
by the Board of Directors pursuant to Section 5.5 hereof describing the terms of
such series). The Corporation shall have the power to issue shares of one class
or series as a share dividend or other distribution in respect of that class or
series or one or more other classes or series.
Section 5.3. Voting Rights of Shares.
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(a) Common Shares. Except as otherwise provided by the Corporation Law
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and subject to such shareholder disclosure and recognition procedures
(which may include voting prohibition sanctions) as the Corporation may by
action of its Board of Directors establish, the Common Shares have
unlimited voting rights and each outstanding Common Share shall, when
validly issued by the Corporation, entitle the record holder thereof to one
vote at all shareholders' meetings on all matters submitted to a vote of
the shareholders of the Corporation.
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(b) Special Shares. Except as required by the Corporation Law or by
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the provisions of an amendment to these Restated Articles of Incorporation
that may be adopted, from time to time, by the Board of Directors pursuant
to Section 5.5 hereof describing the terms of Special Shares or a series
thereof, the holders of Special Shares shall have no voting rights or
powers. Special Shares shall, when validly issued by the Corporation,
entitle the record holder thereof to vote as and; on such matters, but only
as and on such matters, as the holders thereof are entitled to vote under
the Corporation Law or under the provisions of an amendment to these
Restated Articles of Incorporation adopted by the Board of Directors
pursuant to Section 5.5 hereof describing the terms of Special Shares or a
series thereof (which provisions may provide for special, conditional,
limited or unlimited voting rights, including multiple or fractional votes
per share, or for no right to vote, except to the extent required by the
Corporation Law) and subject to such shareholder disclosure and recognition
procedures (which may include voting prohibition sanctions) as the
Corporation may by action of the Board of Directors establish.
Section 5.4. Other Terms of Common Shares. The Common Shares shall be
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equal in every respect insofar as their relationship to the Corporation is
concerned, but such equality of rights shall not imply equality of treatment as
to redemption or other acquisition of shares by the Corporation. Subject to the
rights of the holders of any outstanding Special Shares issued under Section 5.5
hereof, the holders of Common Shares shall be entitled to share ratably in such
dividends or other distributions (other than purchases, redemptions or other
acquisitions of shares by the Corporation), if any, as are declared and paid
from time to time on the Common Shares at the discretion of the Board of
Directors. In the event of any liquidation, dissolution or winding up of the
Corporation, either voluntary or involuntary, after payment shall have been made
to the holders of the Special Shares of the full amount to which they shall be
entitled under this Article V, the holders of Common Shares shall be entitled,
to the exclusion of the holders of the Special Shares of any and all series, to
share, ratably according to the number of shares of Common Shares held by them,
in all remaining assets of the Corporation available for distribution to its
shareholders.
Section 5.5. Other Term of Special Shares. The Board of Directors of
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the Corporation is vested with authority to determine and state the designations
and the relative
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preferences, limitations, voting rights, if any, and other rights of the Special
Shares and of each series of Special Shares by the adoption and filing in
accordance with the Corporation Law (which adoption and filing will be effective
without any shareholder approval or other action), before the issuance of any
Special Shares or series of Special Shares, of an amendment or amendments to
these Restated Articles of Incorporation as the same may, from time to time, be
amended, determining the terms of such Special Shares or series of Special
Shares. All Special Shares of the same series shall be identical with each other
in all respects.
ARTICLE VI
Directors
Section 6.1. Number. The number of Directors comprising the Board of
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Directors at the time of adoption of these Restated Articles of Incorporation is
nine (9), and the number of Directors shall be fixed by the By-Laws and may be
changed from time to time by amendment to the By-Laws, but which number shall
in no event be greater than twelve (12). The By-Laws may provide for staggering
the Directors' terms in the manner and to the full extent permitted by the
Corporation Law.
Section 6.2. Qualifications and Nominations. Directors need not be
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shareholders of the Corporation or residents of this or any other state in the
United States. Nominations for the election of Directors may be made by the
Board of Directors or by any shareholder entitled to vote for the election of
Directors. Except as may be otherwise provided in an amendment to these Restated
Articles of Incorporation adopted by the Board of Directors pursuant to Section
5.5 hereof describing the terms of the series of Special Shares, nominations for
the election of Directors other than by the Board of Directors shall be made by
notice in writing, delivered or mailed by first class United States mail,
postage prepaid, to the Secretary of the Corporation not less than ninety (90)
days prior to the first anniversary of the date of the last meeting of
shareholders of the Corporation called for the election of Directors.
Each notice shall set forth (i) the name, age and address of the
shareholder who intends to make the nomination and of the person or persons to
be nominated; (ii) a representation that the shareholder is a holder of record
of stock of the Corporation entitled to vote at the meeting and intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (iii) the
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name, age, business address and, if known, residence address of each nominee
proposed in such notice; (iv) the principal occupation or employment of each
such nominee; (v) a description of all arrangements or understandings between
the shareholder and each such nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations are to
be made by the shareholder; (vi) such other information regarding each such
nominee as would have been required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission had each
nominee been nominated, or intended to be nominated, by the Board of Directors
of the Corporation; and (vii) the consent of each such nominee to serve as a
Director of the Corporation if so elected.
The Chairman of any meeting of shareholders may, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if he or she should so determine,
the Chairman shall so declare to the meeting and the defective nomination shall
be disregarded.
Section 6.3. Vacancies. Vacancies occurring in the Board of Directors
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shall be filled in the manner provided in the By-Laws or, if the By-Laws do not
provide for the filling of vacancies, in the manner provided by the Corporation
Law. The By-Laws may also provide that in certain circumstances specified
therein, vacancies occurring in the Board of Directors may be filled by vote of
the shareholders at a special meeting called for that purpose or at the next
annual meeting of shareholders.
Section 6.4. Liability of Directors. A Director's responsibility to
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the Corporation shall be limited to discharging his or her duties as a Director,
including his duties as a member of any committee of the Board of Directors upon
which he or she may serve, in good faith, with the care an ordinarily prudent
person in a like position would exercise under similar circumstances, and in a
manner the Director reasonably believes to be in the best interests of the
Corporation, all based on the facts then known to the Director.
In discharging his or her duties, a Director is entitled to rely on
information, opinions, reports, or statements, including financial statements
and other financial data, if prepared or presented by:
(a) One (1) or more officers or employees of the Corporation whom
the Director reasonably be-
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believes to be reliable and competent in the matters presented;
(b) Legal counsel, public accountants, or other persons as to matters
the Director reasonably believes are within such person's professional or
expert competence; or
(c) A committee of the Board of which the Director is not a member if
the Director reasonably believes the committee merits confidence;
but a Director is not acting in good faith if the Director has knowledge
concerning the matter in question that makes reliance otherwise permitted by
this Section 6.4 unwarranted. A Director may, in considering the best interests
of the Corporation, consider the effects of any action on shareholders,
employees, suppliers and customers of the Corporation, and communities in which
offices or other facilities of the Corporation are located, and any other
factors the Director considers pertinent.
A Director shall not be liable for any action taken as a Director, or
any failure to take any action, unless (a) the Director has breached or failed
to perform the duties of the Director's office in compliance with this Section
6.4, and (b) the breach or failure to perform constitutes willful misconduct or
recklessness.
Section 6.5. Removal of Directors. Any one or more of the members of
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the Board of Directors may be removed only for good cause at a meeting of the
Board of Directors for which notice of the purpose of the meeting has been
given, by a vote of at least a majority of all persons then serving as
Directors. In addition, any one or more of the members of the Board of Directors
may be removed only for good cause at a meeting of the shareholders called
expressly for that purpose, by the affirmative vote of the holders of
outstanding shares representing at least sixty-six and two-thirds percent
(66-2/3%) of all the votes then entitled to be cast at an election of
Directors. No Director may be removed except as provided in this Section 6.5.
Notwithstanding any provision in these Restated Articles of Incorporation to the
contrary, the provisions set forth in this Section 6.5 may not be amended,
altered, changed or repealed, nor may any provision inconsistent with this
Section 6.5 be added to these Restated Articles of Incorporation or to the By-
Laws of the Corporation, as from time to time in effect, except upon the
affirmative vote of the holders of not less than sixty-six and two-thirds
percent (66-2/3%) of all outstanding
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shares of the voting stock of the Corporation voted as a single class.
Section 6.6. Election of Directors by Holders of Special Shares.
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The holders of one (1) or more series of Special Shares may be entitled to elect
all or a specified number of Directors, but only to the extent and subject to
such limitations as may be set forth in the provisions of an amendment to these
Restated Articles of Incorporation adopted by the Board of Directors pursuant to
Section 5.5 hereof describing the terms of the series of Special Shares.
ARTICLE VII
Provisions for Regulation of Business
And Conduct of Affairs of Corporation
Section 7.1. By-Laws. The Board of Directors shall have the exclusive
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power to make, alter, amend or repeal, or to waive provisions of, the By-Laws of
the Corporation by the affirmative vote of a majority of the entire number of
Directors at the time, except as expressly provided by the Corporation Law.
Provisions for the regulation of the business and management of the affairs of
the Corporation not stated in these Restated Articles of Incorporation may be
stated in the By-Laws. The Board of Directors may adopt Emergency By-Laws of
the Corporation and shall have the exclusive power (except as may otherwise be
provided therein) to make, alter, amend or repeal, or to waive provisions of,
the Emergency By-Laws by the affirmative vote of a majority of the entire
number of Directors at such time.
Section 7.2. Interest of Directors. (a) A conflict of interest
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transaction is a transaction with the Corporation in which a Director of the
Corporation has a direct or indirect interest. A conflict of interest
transaction is not voidable by the Corporation solely because of the Director's
interest in the transaction if any one (1) of the following is true:
(1) The material facts of the transaction and the Director's interest
were disclosed or known to the Board of Directors or a committee of the
Board of Directors and the Board of Directors or committee authorized,
approved, or ratified the transaction.
(2) The material facts of the transaction and the Director's interest
were disclosed or known to
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the shareholders entitled to vote and they authorized, approved, or
ratified the transaction.
(3) The transaction was fair to the Corporation.
(b) For purposes of this Section 7.2, a Director of the Corporation has an
indirect interest in a transaction if:
(1) Another entity in which the Director has a material financial
interest or in which the Director is a general partner is a party to the
transaction; or
(2) Another entity of which the Director is a director, officer, or
trustee is a party to the transaction and the transaction is, or is
required to be, considered by the Board of Directors of the Corporation.
(c) For purposes of Section 7.2(a)(l), a conflict of interest transaction
is authorized, approved, or ratified if it receives the affirmative vote of a
majority of the Directors on the Board of Directors (or on the committee) who
have no direct or indirect interest in the transaction, but a transaction may
not be authorized, approved, or ratified under this section by a single
Director. If a majority of the Directors who have no direct or indirect
interest in the transaction vote to authorize, approve, or ratify the
transaction, a quorum shall be deemed present for the purpose of taking action
under this Section 7.2. The presence of, or a vote cast by, a Director with a
direct or indirect interest in the transaction does not affect the validity of
any action taken under Section 7.2(a)(l), if the transaction is otherwise
authorized, approved, or ratified as provided in such subsection.
(d) For purposes of Section 7.2(a)(2), a conflict of interest transaction
is authorized, approved, or ratified if it receives the affirmative vote of the
holders of shares representing a majority of the votes entitled to be cast.
Shares owned by or voted under the control of a Director who has a direct or
indirect interest in the transaction, and shares owned by or voted under the
control of an entity described in Section 7.2(b), may be counted in such a vote
of shareholders.
(e) This Section 7.2 shall not be construed to require authorization,
approval, or ratification by the shareholders of any conflict of interest
transaction, or to invalidate any
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such transaction, that would otherwise be valid under the common and statutory
law applicable thereto.
Section 7.3. Indemnification of Officers, Directors and Other
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Eligible Persons.
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(a) To the extent not inconsistent with applicable law, every Eligible
Person shall be indemnified by the Corporation against all Liability and
reasonable Expense that may be incurred by him or her in connection with or
resulting from any Claim, (i) if such Eligible Person is Wholly Successful with
respect to the Claim, or (ii) if not Wholly Successful, then if such Eligible
Person is determined, as provided in either Section 7.3(f) or 7.3(g), to have
acted in good faith, in what he or she reasonably believed to be the best
interests of the Corporation or at least not opposed to its best interests and,
in addition, with respect to any criminal claim is determined to have had
reasonable cause to believe that his or her conduct was lawful or had no
reasonable cause to believe that his or her conduct was unlawful. The
termination of any Claim, by judgment, order, settlement (whether with or
without court approval), or conviction or upon a plea of guilty or of nolo
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contendere, or its equivalent, shall not create a presumption that an Eligible
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Person did not meet the standards of conduct set forth in clause (ii) of this
subsection (a). The actions of an Eligible Person with respect to an employee
benefit plan subject to the Employee Retirement Income Security Act of 1974
shall be deemed to have been taken in what the Eligible Person reasonably
believed to be the best interests of the Corporation or at least not opposed to
its best interests if the Eligible Person reasonably believed he or she was
acting in conformity with the requirements of such Act or he or she reasonably
believed his or her actions to be in the interests of the participants in or
beneficiaries of the plan.
(b) The term "Claim" as used in this Section 7.3 shall include every
pending, threatened or completed claim, action, suit or proceeding and all
appeals thereof (whether brought by or in the right of this Corporation or any
other corporation or otherwise), civil, criminal, administrative or
investigative, formal or informal, in which an Eligible Person may become
involved, as a party or otherwise:
(i) by reason of his or her being or having been an Eligible Person,
or
(ii) by reason of any action taken or not taken by him or her in his
or her capacity as an Eligible Person, whether or not he or she continued
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in such capacity at the time such Liability or Expense shall have been
incurred.
(c) The term "Eligible Person" as used in this Section 7.3 shall mean every
person (and the estate, heirs and personal representatives of such person) who
is or was a Director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee,
agent or fiduciary of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan or other organization or entity,
whether for profit or not. An Eligible Person shall also be considered to have
been serving an employee benefit plan at the request of the corporation if his
or her duties to the Corporation also imposed duties on, or otherwise involved
services by, him or her to the plan or to participants in or beneficiaries of
the plan.
(d) The terms "Liability" and "Expense" as used in this Section 7.3 shall
include, but shall not be limited to, counsel fees and disbursements and amounts
of judgments, fines or penalties against (including excise taxes assessed with
respect to an employee benefit plan), and amounts paid in settlement by or on
behalf of, an Eligible Person.
(e) The term "Wholly Successful" as used in this Section 7.3 shall mean (i)
termination of any Claim against the Eligible Person in question without any
finding of liability or guilt against him or her, (ii) approval by a court or
agency, with knowledge of the indemnity herein provided, of a settlement of any
Claim, or (iii) the expiration of a reasonable period of time after the
threatened making of any Claim without commencement of an action, suit or
proceeding and without any payment or promise made to induce a settlement.
(f) Every Eligible Person claiming indemnification hereunder (other than
one who has been Wholly Successful with respect to any Claim) shall be entitled
to indemnification (i) if special independent legal counsel, which may be
regular counsel of the Corporation or other disinterested person or persons, in
either case selected by the Board of Directors, whether or not a disinterested
quorum exists (such counsel or person or persons being hereinafter called the
"Referee"), shall deliver to the Corporation a written finding that such
Eligible Person has met the standards of conduct set forth in Section
7.3(a)(ii), and (ii) if the Board of Directors, acting upon such written
finding, so determines. The Board of Directors shall, if an Eligible Person is
found to be entitled to indemnification pursuant to the preceding sentence, also
determine the reasonableness of the
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Eligible Person's Expenses. The Eligible Person claiming indemnification shall,
if requested, appear before the Referee, answer questions that the Referee deems
relevant and shall be given ample opportunity to present to the Referee evidence
upon which he or she relies for indemnification. The Corporation shall, at the
request of the Referee, make available facts, opinions or other evidence in any
way relevant to the Referee's finding that are within the possession or control
of the Corporation.
(g) If an Eligible Person claiming indemnification pursuant to Section
7.3(f) is found not to be entitled thereto, or if the Board of Directors fails
to select a Referee under Section 7.3(f) within a reasonable amount of time
following a written request of an Eligible Person for the selection of a
Referee, or if the Referee or the Board of Directors fails to make a
determination under Section 7.3(f) within a reasonable amount of time following
the selection of a Referee, the Eligible Person may apply for indemnification
with respect to a Claim to a court of competent jurisdiction, including a court
in which the Claim is pending against the Eligible Person. On receipt of an
application, the court, after giving notice to the Corporation and giving the
Corporation ample opportunity to present to the court any information or
evidence relating to the claim for indemnification that the Corporation deems
appropriate, may order indemnification if it determines that the Eligible Person
is entitled to indemnification with respect to the Claim because such Eligible
Person met the standards of conduct set forth in Section 7.3(a)(ii). If the
court determines that the Eligible Person is entitled to indemnification, the
court shall also determine the reasonableness of the Eligible Person's Expenses.
(h) The rights of indemnification provided in this Section 7.3 shall be in
addition to any rights to which any Eligible Person may otherwise be entitled.
Irrespective of the provisions of this Section 7.3, the Board of Directors may,
at any time and from time to time, (i) approve indemnification of any Eligible
Person to the full extent permitted by the provisions of applicable law at the
time in effect, whether on account of past or future transactions, and (ii)
authorize the Corporation to purchase and maintain insurance on behalf of any
Eligible Person against any Liability asserted against him or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify him or her
against such liability.
(i) Expenses incurred by an Eligible Person with respect
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to any Claim, may be advanced by the Corporation (by action of the Board of
Directors, whether or not a disinterested quorum exists) prior to the final
disposition thereof upon receipt of an undertaking by or on behalf of the
Eligible Person to repay such amount unless he or she is determined to be
entitled to indemnification.
(j) The provisions of this Section 7.3 shall be deemed to be a, contract
between the corporation and each Eligible Person, and an Eligible Person's
rights hereunder shall not be diminished or otherwise adversely affected by any
repeal, amendment or modification of this Section 7.3 that occurs subsequent to
such person becoming an Eligible Person.
(k) The provisions of this Section 7.3 shall be applicable to Claims made
or commenced after the adoption hereof, whether arising from acts or omissions
to act occurring before or after the adoption hereof.
ARTICLE VIII
Miscellaneous Provisions
Section 8.1. Amendment or Repeal. Except as otherwise expressly
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provided for in these Restated Articles of Incorporation, the Corporation shall
be deemed, for all purposes, to have reserved the right to amend, alter, change
or repeal any provision contained in these Restated Articles of Incorporation to
the extent and in the manner now or hereafter permitted or prescribed by
statute, and all rights herein conferred upon shareholders are granted subject
to such reservation.
Section 8.2. Redemption of Shares Acquired in Control Share
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Acquisitions. If and whenever the provisions of IC 23-1-42 apply to the
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Corporation, it is authorized to redeem its securities pursuant to IC 23-1-42-
10.
Section 8.3. Headings. The headings of the Articles and Sections of
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these Restated Articles of Incorporation have been inserted for convenience of
reference only and do not in any way define, limit, construe or describe the
scope or intent of any Article or Section hereof.
IN WITNESS WHEREOF, the undersigned officer of Shelter Newco, Inc. has
executed these Restated Articles of Incorporation this 21st day of October,
1987.
/s/ ARTHUR R. BORDEN
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Arthur M. Borden,
Assistant Secretary
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