EXHIBIT 3.15
ARTICLES OF INCORPORATION
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of
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BPR HOLDINGS, INC.
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The undersigned incorporator, desiring to form a corporation (the
"Corporation") pursuant to the provisions of The Indiana Business Corporation
Law (such law, as amended from time to time, is referred to as the "Act"),
executes the following Articles of Incorporation.
ARTICLE I
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Name
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The name of the Corporation is BPR Holdings, Inc.
ARTICLE II
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Purposes
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The purpose for which the Corporation is organized is to engage in any
lawful business for which corporations may be incorporated under the Act.
ARTICLE III
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Amount of Capital Stock
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The total number of shares which the Corporation has authority to issue is
1,000 shares.
ARTICLE IV
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Terms of Capital Stock
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1. Classes and Rights. All shares of the Corporation shall be of one
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class and shall be known as shares of Common Stock. All shares of Common Stock
shall have the same relative rights, preferences, limitations and restrictions.
Each Shareholder of Common Stock shall be entitled to one vote for each share of
Common Stock standing in that Shareholder's name on the books of the
Corporation on each matter voted at a Shareholders' meeting. Holders of
outstanding Common Stock shall be entitled to receive the net assets of the
Corporation on dissolution.
2. Issue and Consideration. The Board of Directors may authorize shares to
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be issued for consideration consisting of any tangible or intangible property of
benefit to the Corporation, including cash, promissory notes, services
performed, contracts for services to be performed, or other securities of the
Corporation. If shares are authorized to be issued for promissory notes or for
promises to render services in the future, the Corporation must comply with the
notice requirements of the Act. The Corporation, through the Board of Directors,
may but is not required to place in escrow shares issued for a contract for
future services or benefits or a promissory note, or make other arrangements to
restrict the transfer of the shares, and may but is not required to credit
distributions in respect of the shares against their purchase price, until the
services are performed, the note is paid, or the benefits received. If the
services are
not performed, the note is not paid, or the benefits are not received, the
shares escrowed or restricted and the distributions credited may, at the
discretion of the Board of Directors, be cancelled in whole or in part.
3. Distributions. A distribution to Shareholders may not be made if,
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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 the sum of its total liabilities.
ARTICLE V
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Directors
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1. Number. The number of Directors may be fixed from time to time by the
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by-laws of the Corporation.
2. Initial Directors. The following individuals shall serve as the initial
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Board of Directors of the Corporation:
Name Address
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Larry D. Renbarger 27217 County Road 6
Elkhart, IN 46514-0026
Mark C. Neilson 27217 County Road 6
Elkhart, IN 46514-0026
3. Vacancies. If a vacancy occurs on the Board of Directors, including a
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vacancy resulting from an increase in the number of Directors, it may be filled
by the Shareholders or as otherwise provided by the by-laws of the Corporation
or by law.
ARTICLE VI
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By-Law Agreements
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The By-Laws of the Corporation may be amended by the Board of Directors.
ARTICLE VII
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Indemnification
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The Corporation shall indemnify every person who is or was a Director of
the Corporation against all liability to the fullest extent permitted by Chapter
37 of the Act, provided that such person is determined in the manner specified
by Chapter 37 of the Act to have met the standard of conduct specified in
Chapter 37 of the Act. The Corporation shall, to the fullest extent permitted by
Chapter 37 of the Act, pay for or reimburse the reasonable expenses incurred by
every person who is or was a Director who is a party to a proceeding in advance
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of final disposition of the proceeding, in the manner specified by Chapter 37 of
the Act. The Corporation shall indemnify and advance expenses to every person
who is or was an Officer of the Corporation to the same extent as if such person
were a Director of the Corporation (All such persons who are or were directors
or officers of the Corporation are referred to as "Indemnitee"). The
indemnification and advance of expenses for Indemnitees shall apply to service
in the Indemnitee's official capacity with the Corporation, and to service at
the Corporation's request, while also acting in an official capacity with the
Corporation, as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise, whether for profit or not. All
references in this paragraph to Chapter 37 of the Act shall be deemed to include
any amendment or successor to the Act. When a word or phrase used in this
paragraph is defined in Chapter 37 of the Act, such word or phrase shall have
the same meaning in this paragraph that it has in Chapter 37 of the Act. Nothing
contained in this paragraph shall limit or preclude the exercise of any right
relating to indemnification or advance of expenses to any Indemnitee or the
ability of the Corporation to otherwise indemnify or advance expenses to any
Indemnitee. These provisions shall be binding upon any successor to the
Corporation so that each Indemnitee shall be in the same position with respect
to any resulting, surviving, or succeeding entity as he or she would have been
had the separate legal existence of the Corporation continued; provided, that
unless expressly provided or agreed otherwise, this sentence shall be applicable
only to Indemnitees acting in an official capacity or in another capacity set
forth above prior to termination of the separate legal existence of the
Corporation. These provisions shall be deemed to create a contract right for the
benefit of every Indemnitee if (i) any act or omission complained of in a
proceeding against the Indemnitee, (ii) any portion of a proceeding, or (iii)
any determination or assessment of liability, occurs while the provisions are in
effect. If any word, clause, or sentence of the provisions regarding
indemnification or advancement of expenses shall be held invalid as contrary to
law or public policy, it shall be severable and the provisions remaining shall
not be otherwise affected. If any Court holds any word, clause, or sentence of
this paragraph invalid, the Court is authorized and empowered to rewrite these
provisions to achieve their purpose to the extent possible. All references in
this paragraph to any Indemnitee shall include the heirs, estate, executors,
administrators and personal representatives of such person.
ARTICLE VIII
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Registered Agent
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The name and business address of the registered agent at the Corporation's
registered office is:
Richard E. Summers
27217 County Road 6
Elkhart, IN 46514-0026
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ARTICLE IX
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Incorporator(s)
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The name and address of the incorporator is:
Name Address
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Stephen P. Merchant 1313 Merchants Bank Building
11 South Meridian Street
Indianapolis, Indiana 46204
IN WiTNESS WHEREOF, the undersigned incorporator executes these Articles of
Incorporation of the Corporation and certifies to the truth of the facts herein
stated this 29th day of November, 1995.
/s/ STEPHEN P. MERCHANT
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Incorporator
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