RESTATED ARTICLES OF INCORPORATION
For use by Domestic Profit Corporations
Pursuant to the provisions of Act 284, Public Acts
of 1972, the undersigned corporation executes the following
Articles:
1. The present name of the Company is: Douglas &
Lomason Company
2. The Company identification number assigned by the
Bureau is: 060-765
3. All former names of the Company are: None
4. The date of filing the original Articles of
Incorporation was: October 9, 1902
The following Restated Articles of Incorporation
supersede the Articles of Incorporation as amended and shall
be the Articles of Incorporation for the Company:
ARTICLE I
The name of the Company is:
Douglas & Lomason Company
ARTICLE II
The purpose or purposes for which the Company is formed are:
To buy, sell, manufacture all kinds of automobile parts,
machinery, automotive body ornamentation of every kind,
nature or description; to manufacture, buy, sell and deal in
pressure vessels, metal containers, packaging machinery,
truck bodies, and any and all products of metal or any other
type of material; to acquire or use, convey, sell, rent,
lease, mortgage, pledge and deal in property, real, personal
or mixed, or any interest therein. In general, to carry on
any business in connection therewith and incident thereto
not forbidden by the laws of the State of Michigan and with
all the powers conferred upon corporations by the laws of
the State of Michigan.
ARTICLE III
The total number of shares of all classes of stock
which the Company shall have authority to issue is as
follows:
(A) 500,000 shares of Preferred Stock without par
value (Preferred Stock); and
(B) 10,000,000 shares of Common Stock of the par
value of $2.00 per share (Common Stock).
The designations, voting powers, preferences and
relative, participating, optional or other special rights,
and qualifications, limitations or restrictions of the above
classes of stock and other general provisions relating
thereto shall be as follows:
PART I
PREFERRED STOCK
1. The Board of Directors is expressly authorized
at any time, and from time to time, to provide for the
issuance of shares of Preferred Stock in one or more series,
and for such consideration or considerations as the Board of
Directors may determine, with such voting powers, full or
limited, or without voting powers, and with such
designations, preferences and relative, participating,
optional or other special rights, and qualifications,
limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions providing for the
issue thereof adopted by the Board of Directors, all except
as otherwise required by law or these Articles of
Incorporation, and including but without limiting the
generality of the foregoing, the following:
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(a) The distinctive designation and number of
shares comprising such series, which number may (except
where otherwise provided by the Board of Directors in
creating such series) be increased or decreased (but not
below the number of shares then outstanding) from time to
time by action of the Board of Directors.
(b) The dividend rate or rates on the shares
of such series and the relation which such dividends shall
bear to the dividends payable on any other class of capital
stock or on any other series of Preferred Stock, the terms
and conditions upon which and the periods in respect of
which dividends shall be payable, whether and upon what
conditions such dividends shall be cumulative and, if
cumulative, the date or dates from which dividends shall
accumulate.
(c) Whether the shares of such series shall
be redeemable, and, if redeemable, whether redeemable for
cash, property or rights, including securities of any other
corporation, at the option of either the holder or the
Company or upon the happening of a specified event, the
limitations and restrictions with respect to such
redemption, the time or times when, the price or prices or
rate or rates at which, the adjustments with which and the
manner in which such shares shall be redeemable, including
the manner of selecting shares of such series for redemption
if less than all shares are to be redeemed.
(d) The rights to which the holders of shares
of such series shall be entitled, and the preferences, if
any, over any other series (or of any other series over such
series), upon the voluntary or involuntary liquidation,
dissolution, distribution or winding up of the Company,
which rights may vary depending on whether such liquidation,
dissolution, distribution or winding up is voluntary or
involuntary, and, if voluntary, may vary at different dates.
(e) Whether the shares of such series shall
be subject to the operation of a purchase, retirement or
sinking fund, and, if so, whether and upon what conditions
such purchase, retirement or sinking fund shall be
cumulative or noncumulative, the extent to which and the
manner in which such fund shall be applied to the purchase
or redemption of the shares of such series for retirement or
to other corporate purposes and the terms and provisions
relative to the operation thereof.
(f) Whether the shares of such series shall
be convertible into or exchangeable for shares of any other
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class or of any other series of any class of capital stock
or other securities of the Company, or the securities of any
other corporation or entity, and, if so convertible or
exchangeable, the price or prices or the rate or rates of
conversion or exchange and the method, if any, of adjusting
the same, and any other terms and conditions of such
conversion or exchange.
(g) The voting powers, full and/or limited,
if any, of the shares of such series, and whether and under
what conditions the shares of such series (alone or together
with the shares of one or more other series) shall be
entitled to vote separately as a single class, upon any
merger or consolidation or other transaction of the Company,
or upon any other matter, including without limitation the
election of one or more additional directors of the Company
in case of dividend arrearages or other specified events.
(h) Whether the issuance of any additional
shares of such series, or of any shares of any other series,
shall be subject to restrictions as to issuance, or as to
the powers, preferences or rights of any such other series.
(i) Any other preferences, privileges and
powers and relative, participating, optional or other
special rights, and qualifications, limitations or
restrictions of such series, as the Board of Directors may
deem advisable and as shall not be inconsistent with the
provisions of these Articles of Incorporation.
2. All shares of Preferred Stock of any one
series shall be of equal rank and identical in all respects,
except that shares of any one series issued at different
times may differ as to the dates from which dividends
thereon, if cumulative, shall be cumulative.
3. Shares of Preferred Stock redeemed, converted,
exchanged, purchased, retired or surrendered to the Company,
or which have been issued and reacquired in any manner, may,
upon compliance with any applicable provisions of the
Michigan Business Corporation Act, be given the status of
authorized and unissued shares of Preferred Stock and may be
reissued by the Board of Directors as part of the series of
which they were originally a part or may be reclassified
into and reissued as part of a new series or as a part of
any other series, all subject to the protective conditions
or restrictions of any outstanding series of Preferred
Stock.
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PART II
COMMON STOCK
1. Except as otherwise required by law or by
these Articles of Incorporation, each holder of Common Stock
shall have one vote for each share of Common Stock held by
the holder on all matters voted upon by the holders of
Common Stock.
2. Subject to the preferential dividend rights,
if any, applicable to shares of Preferred Stock and subject
to applicable requirements, if any, with respect to the
setting aside of sums for purchase, retirement or sinking
funds for Preferred Stock, the holders of Common Stock shall
be entitled to receive, to the extent permitted by law, such
dividends as may be declared from time to time by the Board
of Directors.
3. In the event of any liquidation, dissolution
or winding up of the Company, the holders of Common Stock
shall be entitled, after payment or provisions for payment
of the debts and other liabilities of the Company and the
amounts to which the holders of any Preferred Stock shall be
entitled, to share ratably in the remaining net assets of
the Company.
ARTICLE IV
1. The address of the current registered office is:
24600 Hallwood Court, Farmington Hills, Michigan 48018
2. The name of the current resident agent is:
Harry A. Lomason II
ARTICLE V
The term of the corporate existence is perpetual.
ARTICLE VI
(A) Except as set forth in paragraph (B) of this
Article, the affirmative vote or consent of the holders of
not less than 80 percent of all shares of stock of this
company (the "Company") entitled to vote in elections of
directors, voting for purposes of this Article as one class,
shall be required:
(1) To adopt any agreement for, or to
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approve, the merger or consolidation of the Company or any
subsidiary (as hereinafter defined) with or into any other
person (as hereinafter defined), or
(2) To authorize any sale, lease, transfer,
exchange, mortgage, pledge or other disposition to any other
person of all or substantially all of the assets of the
Company or any subsidiary, or
(3) To authorize the issuance or transfer by
the Company or any subsidiary of any voting securities of
the Company or any subsidiary in exchange or payment for the
securities or assets of any other person,
if, in any such case, as of the record date for the
determination of shareholders entitled to notice thereof and
to vote thereon or consent thereto, such other person is, or
at any time within the preceding twelve months has been, the
beneficial owner (as hereinafter defined) of 5 percent or
more of the outstanding shares of stock of the Company
entitled to vote in elections of directors. If such other
person is not, and has not been, a 5 percent beneficial
owner, the provisions of this paragraph (A) shall not apply,
and the provisions of Michigan law shall apply.
(B) The provisions of paragraph (A) of this
Article shall not apply, and the provisions of Michigan law
shall apply, to any transaction referred to in paragraph (A)
of this Article if:
(1) Prior to the time that such person became
the beneficial owner of 5 percent or more of the outstanding
shares of stock of the Company entitled to vote in elections
of directors, a majority of the directors of the Company
shall have approved a memorandum of understanding with such
other person setting forth the principal terms of such
transaction and such transaction is substantially consistent
therewith, or
(2) Subsequent to the time such person became
the beneficial owner of 5 percent or more of the outstanding
shares of stock of the Company entitled to vote in elections
of directors, a majority of the continuing directors of the
Company (as hereinafter defined) shall have approved such
transaction, or
(3) Such transaction is with a corporation of
which a majority of the outstanding shares of all classes of
stock entitled to vote in elections of directors is owned of
record or beneficially by the Company and/or any subsidiary.
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(C) The affirmative vote or consent of the holders
of not less than 80 percent of the outstanding shares of
stock of the Company entitled to vote in elections of
directors, voting for purposes of this Article as one class,
shall be required for the adoption of any plan for the
dissolution of the Company if the Board of Directors shall
not have, by resolution, recommended to the shareholders the
adoption of such plan for dissolution of the Company. If
the Board of Directors shall have so recommended to the
shareholders such plan for dissolution of the Company, the
provisions of Michigan law shall apply.
(D) For purposes of this Article:
(1) Any specified person shall be deemed to
be the beneficial owner of shares of stock of the Company
(a) which such specified person or any affiliates or
associates of such person (as such terms are hereinafter
defined) owns, in whole or in part, directly or indirectly,
whether of record or not, (b) which such specified person or
any affiliates or associates of such person has the right to
acquire pursuant to any agreement, or upon exercise of
conversion rights, warrants or options, or otherwise, or (c)
which are beneficially owned, directly or indirectly
(including shares deemed owned through application of
clauses (a) and (b) above), by any other person with which
such specified person or any affiliates or associates of
such person has any agreement, arrangement or understanding
for the purpose of acquiring, holding, voting or disposing
of stock of the Company.
(2) an "affiliate" or "associate" are defined
as set forth in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934 as in
effect at the date of adoption of this Article by the
shareholders of the Company;
(3) a "continuing director" shall mean and
include a person who was a member of the Board of Directors
of the Company on the date of adoption of this Article by
the shareholders of the Company, or a person who was
thereafter elected a director of the Company by the
shareholders prior to the time that such person acquired a 5
percent stock ownership, or a person recommended by a
majority of the then continuing directors in office to
succeed a continuing director;
(4) a "person" is any individual, corporation
or other entity;
(5) a "subsidiary" is any corporation at
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least 50 percent of the voting securities of which are
owned, directly or indirectly, by the Company;
(E) For purposes of determining whether a person
owns beneficially 5 percent or more of the outstanding
shares of stock of the Company entitled to vote in elections
of directors, the outstanding shares of stock of the Company
shall include shares deemed owned through application of
clauses (a), (b), or (c) of paragraph (D)(1) above but shall
not include any other shares which may be issuable pursuant
to any agreement or upon exercise of conversion rights,
warrants or options, or otherwise.
(F) A majority of the continuing directors of the
Board shall have the power and duty to determine for the
purposes of this Article, on the basis of information known
to the Company, whether (a) such person beneficially owns 5
percent or more of the outstanding shares of stock of the
Company entitled to vote in elections of directors, (b) a
person is an "affiliate" or "associate" (as defined above)
of the person, and (c) the memorandum of understanding
referred to above is substantially consistent with the
transaction covered thereby. Any such determination shall
be conclusive and binding for all purposes of this Article.
(G) The shareholders of the Company shall be
entitled to statutory appraisal rights to the maximum extent
permissible under the provisions of Michigan law,
notwithstanding any exception otherwise provided therein,
with respect to any transaction described in paragraph (A)
of this Article VI which requires the affirmative vote of
the holders of not less than 80 percent of all shares of
stock of the Company entitled to vote in elections of
directors pursuant to the provisions of said paragraph (A).
ARTICLE VII
Notwithstanding any other provisions of these
Articles of Incorporation:
(A) No amendment of these Articles of
Incorporation shall alter, amend, modify or repeal any or
all of the provisions of Article VI or this Article VII of
these Articles of Incorporation unless so adopted by the
affirmative vote or consent of the holders of not less than
80 percent of the outstanding shares of stock of the Company
entitled to vote in elections of directors, voting for
purposes of this Article as one class; and
(B) The By-Laws of the Company shall not be made,
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altered, amended, supplemented or repealed by the
shareholders of the Company except by the affirmative vote
of the holders of not less than 80 percent of the
outstanding shares of stock of the Company entitled to vote
in elections of directors, voting for purposes of this
Article as one class. Nothing contained herein shall
detract from the authority of the Board of Directors to
make, alter, amend, supplement or repeal any or all
provisions of the By-Laws as provided therein.
ARTICLE VIII
A director of the Company shall not be personally
liable to the Company or its shareholders for monetary
damages for breach of fiduciary duty as a director, except
for liability (i) for any breach of the director's duty of
loyalty to the Company or its shareholders, (ii) for acts or
omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) a violation
of Section 551(1) of the Michigan Business Corporation Act,
or (iv) for any transaction from which the director derived
any improper personal benefit. If the Michigan Business
Corporation Act is amended after approval by the
shareholders of this provision to authorize corporate action
further eliminating or limiting the personal liability of
directors, then the liability of a director of the Company
shall be eliminated or limited to the fullest extent
permitted by the Michigan Business Corporation Act, as so
amended.
Any repeal or modification of the foregoing
paragraph by the shareholders of the Company shall not
adversely affect any right or protection of a director of
the Company existing at the time of such repeal or
modification.
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These Restated Articles of Incorporation were duly adopted
on the 17th day of February, 1994, in accordance with the
provisions of Section 642 of the Act and were duly adopted
by the Board of Directors without a vote of the
shareholders. These Restated Articles of Incorporation only
restate and integrate and do not further amend the
provisions of the Articles of Incorporation as heretofore
amended and there is no material discrepency between those
provisions and the provisions of these Restated Articles.
Signed this 17th day of February, 1994.
Douglas & Lomason Company
By /s/ Harry A. Lomason II
----------------------------------
Harry A. Lomason II
Chairman of the Board and President
Name of Person or Organization Remitting Fees:
Dickinson, Wright, Moon, VanDusen & Freeman
Preparer's Name and Business Telephone Number:
Verne C. Hampton, II
(313) 223-3500
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