FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
NOV 17 1986
ARTICLES OF INCORPORATION
OF
EAGLE-PICHER MINERALS, INC.
* * * * * *
FIRST. The name of the corporation is
EAGLE-PICHER MINERALS, INC.
SECOND. Its principal office in the State of Nevada is located at
One East First Street, Reno, Washoe County, Nevada 89501. The name and address
of its resident agent is The Corporation Trust Company of Nevada, One East First
Street, Reno, Nevada 89501.
THIRD. The nature of the business, or objects or purposes
proposed to be transacted, promoted or carried on are:
To engage in any lawful activity and to manufacture, purchase or
otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer
or otherwise dispose of, trade, deal in and deal with goods, wares and
merchandise and personal property of every class and description.
FOURTH. The total number of shares that may be issued by the
corporation is one (1) share without nominal or par value.
Such share without nominal or par value may be issued by the
corporation from time to time for such consideration as may be fixed from time
to time by the board of directors.
FIFTH. The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the by-laws of this
corporation, provided that the number of directors shall not be reduced to less
than three (3), except that in cases where all the shares of the corporation are
owned beneficially and of record by either one or two stockholders, the number
of directors may be less than three (3) but not less than the number of
stockholders.
The names and post-office addresses of the first board of
directors, which shall be three (3) in number, are as follows:
NAME POST-OFFICE ADDRESS
---- -------------------
Thomas E. Petry 580 Walnut Street, 13th Flr.
Cincinnati, Ohio 45202
Zack D. Grinten 580 Walnut Street, 13th Flr.
Cincinnati, Ohio 45202
James A. Ralston 580 Walnut Street, 13th Flr.
Cincinnati, Ohio 45202
SIXTH. The capital stock, after the amount of the subscription
price, or par value, has been paid in shall not be subject to assessment to pay
the debts of the corporation.
SEVENTH. The name and post-office address of each of the
incorporators signing the articles of incorporation are as follows:
NAME POST-OFFICE ADDRESS
---- -------------------
C. A. Record 813 Carew Tower
Cincinnati, Ohio 45202
F. L. Schindler 813 Carew Tower
Cincinnati, Ohio 45202
L. S. McElfresh 813 Carew Tower
Cincinnati, Ohio 45202
EIGHTH. The corporation is to have perpetual existence.
NINTH. In furtherance, and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized:
Subject to the by-laws, if any, adopted by the stockholders, to
make, alter or amend the by-laws of the corporation.
To fix the amount to be reserved as working capital over and
above its capital stock paid in, to authorize and cause to be executed mortgages
and liens upon the real and personal property of this corporation.
By resolution passed by a majority of the whole board, to
designate one (1) or more committees, each committee to consist of one (1) or
more of the directors of the corporation, which, to the extent provided in the
resolution or in the by-laws of the corporation, shall have and may exercise the
powers of the board of directors in the management of the business and affairs
of the corporation, and may authorize the seal of the corporation to be affixed
to all papers which may require it. Such committee or committees shall have such
name or names as may be stated in the by-laws of the corporation or as may be
determined from time to time by resolution adopted by the board of directors.
When and as authorized by the affirmative vote of stockholders
holding stock entitling them to exercise at least a majority of the voting power
given at a stockholders' meeting called for that purpose, or when authorized
by the written consent of the holders of at least a majority of the voting stock
issued and outstanding, the board of directors shall have power and authority at
any meeting to sell, lease or exchange all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such
terms and conditions as its board of directors deem expedient and for the best
interests of the corporation.
TENTH. Meetings of stockholders may be held outside the State of
Nevada, if the by-laws so provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of Nevada
at such place or places as may be designated from time to time by the board of
directors or in the by-laws of the corporation.
ELEVENTH. This corporation reserves the right to amend, alter,
change or repeal any provision contained in the articles of incorporation, in
the manner now or hereafter prescribed by statute, or by the articles of
incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation.
WE, THE UNDERSIGNED, being each of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Nevada, do make and file these articles of
incorporation, hereby declaring and certifying that the facts herein stated are
true, and accordingly have hereunto set our hands this 13th day of November,
1986.
/s/ C.A. RECORD
------------------------------
C.A. Record
/s/ K.L. SCHINDLER
------------------------------
K.L. Schindler
/s/ L.S. McELFRESH
------------------------------
L.S. McElfresh
STATE OF Ohio
COUNTY OF Hamilton
On this 13th day of November, 1986, before me, a Notary Public,
personally appeared C.A. Record, K.L. Schindler, and L.S. McElfresh, who
severally acknowledged that they executed the above instrument.
/s/ MARY LOU SCHOOLER
-----------------------------------
Notary Public
MARY LOU SCHOOLER
Notary Public, State of Ohio
My Commission Expires Sept. 23, 1991
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
DEC 17 1996
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
EAGLE-PICHER MINERALS, INC.
---------------------------
Pursuant to the provisions of Section 78.403 of the Nevada Revised Statutes, the
undersigned corporation adopts the following Amended and Restated Articles of
Incorporation as of this date:
FIRST: The name of the corporation is EAGLE-PICHER MINERALS, INC.
---------------------------
SECOND: The Articles of Incorporation of the corporation were filed by
the Secretary of State on the 17th day of November, 1986.
THIRD: The names and addresses of the original incorporators are as
follows:
C. A. Record K.L. Schindler L.S. McElfresh
813 Carew Tower 813 Carew Tower 813 Carew Tower
Cincinnati, Ohio 45202 Cincinnati, Ohio 45202 Cincinnati, Ohio 45202
FOURTH: The board of directors of the corporation at a meeting duly
convened and held on the 5th day of December, 1996, adopted a resolution to
amend the original Articles as follows:
Article SEVENTH is hereby amended to read as follows: Pursuant to the
requirements of Section 1123(a)(6) of the Bankruptcy Code, the Corporation shall
not issue nonvoting equity securities, subject, however, to further amendment of
these Amended and Restated Articles of Incorporation as and to the extent
permitted by applicable law.
FIFTH: The number of shares of the corporation outstanding and entitled
to vote on an amendment to the Articles of Incorporation are one (1), that the
above change(s) and amendment has been consented to and approved by a majority
vote of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
-1-
SIXTH: The Articles of Incorporation, as amended to the date of this
certificate, are hereby restated as follows: See Annex A.
(set forth articles)
James A. Ralston is the Vice-President of EAGLE-PICHER MINERALS, INC.
and that he is the secretary of the corporation; that he has been authorized to
execute the foregoing certificate by resolution of the board of directors,
adopted at a meeting of the directors duly called and that such meeting was held
on the 5th day of December, 1996 and that the foregoing certificate sets forth
the text of the Articles of Incorporation as amended to the date of the
certificate.
Date December, 1996.
EAGLE-PICHER MINERALS, INC.
By /s/ JAMES A. RALSTON
_________________________________
Its Vice President & Secretary
and
_________________________________
Its ____________Secretary
STATE OF Ohio )
) ss.
COUNTY OF Hamilton )
-2-
I, Patricia A. Harris, a notary public, do hereby certify that on this
________day of December, 1996, personally appeared before me James A. Ralston,
and ________________________,who being by me first duly sworn, declared that he
is the Vice President and Secretary of EAGLE-PICHER MINERALS, INC., that he
signed the foregoing document as Vice President and Secretary of the
corporation, and that the statements therein contained are true.
/s/ PATRICIA A. HARRIS
--------------------------------
Notary Public
(Notorial Seal)
My commission expires: [ILLEGIBLE]
------------------------
-3-
ANNEX A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
EAGLE-PICHER MINERALS, INC.
* * * * *
FIRST: The name of the corporation is EAGLE-PICHER MINERALS, INC.
SECOND:Its principal office in the State of Nevada is located at
6110 Plumas Street, Reno, Washoe County, Nevada 89509. The name and address of
its resident agent is The Corporation Trust Company of Nevada, One East First
Street, Reno, Nevada 89501.
THIRD: The nature of the business, or objects or purposes
proposed to be transacted, promoted or carried on are:
To engage in any lawful activity and to manufacture, purchase or
otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer
or otherwise dispose of, trade, deal in and deal with goods, wares and
merchandise and personal property of every class and description.
FOURTH:The total number of shares that may be issued by the
corporation is one (1) share without nominal or par value.
1
Such share without nominal or par value may be issued by the
corporation from time for such consideration as may be fixed time to time by the
board of directors.
FIFTH: The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the by-laws of this
corporation, provided that the number of directors shall not be reduced to less
than three (3), except that in cases where all the shares of the corporation are
owned beneficially and of record by either one or two stockholders, the number
of directors may be less than three (3) but not less than the number of
stockholders.
The names and post-office addresses of the current board of
directors, which shall be three (3) in number, are as follows:
NAME POST-OFFICE ADDRESS
---- --------------------
Andries Ruijssenaars 580 Walnut Street, 13th Floor
Cincinnati, Ohio 45202
Harry A. Neely 580 Walnut Street, 13th Floor
Cincinnati, Ohio 45202
James A. Ralston 580 Walnut Street, 13th Floor
Cincinnati, Ohio 45202
SIXTH: The capital stock, after the amount of the subscription
price, or par value, has been paid in shall
2
not be subject to assessment to pay the debts of the corporation.
SEVENTH: Pursuant to the requirements of Section 1123 (a)(6) of
the Bankruptcy Code, the corporation shall not issue nonvoting equity
securities, subject, however, to further amendment of these Amended and Restated
Articles of Incorporation as and to the extent permitted by applicable law.
EIGHTH:The corporation is to have perpetual existence.
NINTH: In furtherance, and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized:
Subject to the by-laws, if any, adopted by the stockholders, to
make, alter or amend the by-laws of the corporation.
To fix the amount to be reserved as working capital over and
above its capital stock paid in, to authorize and cause to be executed mortgages
and liens upon the real and personal property of this corporation.
By resolution passed by a majority of the whole board, to
designate one (1) or more committees, each committee to consist of one (1) or
more of the directors of the corporation, which, to the extent provided in the
resolution or in the by-laws of the corporation, shall have
3
and may exercise the powers of the board of directors in the management of the
business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be stated in the by-laws of the
corporation or as may be determined from time to time by resolution adopted by
the board of directors.
When and as authorized by the affirmative vote of stockholders
holding stock entitling them to exercise at least a majority of the voting power
given a stockholder's meeting called for that purpose, or when authorized by the
written consent of the holders of at least a majority of the voting stock issued
and outstanding, the board of directors shall have power and authority at any
meeting to sell, lease or exchange all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such
terms and conditions as its board of directors deem expedient and for the best
interests of the corporation.
TENTH: Meetings of stockholders may be held outside the State of
Nevada, if the by-laws so provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of Nevada
at such place or places as may be designated from
4
time to time by the board of directors or in the by-laws of the corporation.
ELEVENTH: This corporation reserves the right to amend, alter,
change or repeal any provision contained in the articles of incorporation, in
the manner now or hereafter prescribed by statute, or by the articles of
incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation.
5
THIS FORM SHOULD ACCOMPANY AMENDED AND/OR RESTATED
ARTICLES OF INCORPORATION FOR A NEVADA CORPORATION
1. Name of corporation: EAGLE PICHER MINERALS, INC.
2. Date of adoption of Amended and/or Restated Articles: December 5, 1996
3. If the articles were amended, please indicate what changes have been made:
See Annex A.
(a) Was there a name change? Yes [ ] No [X] If yes, what is the new name?
................................................................................
(b) Did you change your resident agent? Yes [ ] No [X] If yes, please
indicate new address:
................................................................................
(c) Did you change the purposes? Yes [ ] No [X]
Did you add Banking? [ ] Gaming? [ ] Insurance? [ ]
None of these? [X]
................................................................................
(d) Did you change the capital stock? Yes [ ] No[X] If yes, what is the
new capital stock?
................................................................................
(e) Did you change the directors? Yes [ ] No [X] If yes, indicate
the change:
................................................................................
(f) Did you add the directors liability provision? Yes [ ] No [X]
................................................................................
(g) Did you change the period of existence? Yes [ ] No [X]
If yes, what is the new existence?
................................................................................
(h) If none of the above apply, and you have amended or modified the
articles, how did you change your articles: See Annex A
................................................................................
/s/ JAMES A. RALSTON
_________________________________________
James A. Ralston
Vice President and Secretary
_________________________________________
Name and Title of Officer
December 5, 1996
_________________________________________
Date
STATE OF OHIO )
) ss.
COUNTY OF HAMILTON )
On December 5, 1996 personally appeared before me, a Notary Public, James A.
Ralston who acknowledged that he executed the above document.
/s/ PATRICIA A. HARRIS
_________________________________________
Notary Public
ANNEX A
The second paragraph of Article FIFTH has been amended in its
entirety to read as follows:
The names and post-office addresses of the current board of
directors, which shall be three (3) in number, are as follows:
NAME POST-OFFICE ADDRESS
---- -------------------
Andries Ruijssenaars 580 Walnut Street, 13th Floor
Cincinnati, Ohio 45202
Harry A. Neely 580 Walnut Street, 13th Floor
Cincinnati, Ohio 45202
James A. Ralston 580 Walnut Street, 13th Floor
Cincinnati, Ohio 45202
Article SEVENTH has been amended in its entirety to read as
follows:
SEVENTH: Pursuant to the requirements of Section 1123
(a)(6) of the Bankruptcy Code, the corporation shall not issue
nonvoting equity securities, subject, however, to further
amendment of these Amended and Restated Articles of Incorporation
as and to the extent permitted by law.