C&S-510 (10/89) 096A#1986 1210 ORG&FI $10.00
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MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
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(FOR BUREAU USE ONLY) DATE RECEIVED
FILED -----------------
DEC 11 1996 DEC 10 1996
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ADMINISTRATOR
MI DEPARTMENT OF CONSUMER & INDUSTRY SERVICES -----------------
CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
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RESTATED ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read information and instructions on last page)
Pursuant to the provisions of Act 264, Public Acts of 1972, the undersigned
corporation executes the following Articles:
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1. The present name of the corporation is: Michigan Automotive Research
Corporation
2. The corporation identification number (CID) assigned by the Bureau is:
0 2 7 - 3 0 9
3. All former names of the corporation are:
4. The date of filing the original Articles of Incorporation was:
November 18, 1977
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The following Restated Articles of Incorporation supersede the Articles of
Incoporation as amended and shall be the Articles of Incorporation for the
corporation:
ARTICLE I
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The name of the corporation is: Michigan Automotive Research Corporation
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ARTICLE II
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The purpose or purposes for which the corporation is formed are: to
engage in any activity within the purposes for which corporations may be
organized under the Business Corporation Act of Michigan.
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SEAL APPEARS ONLY ON ORIGINAL
ARTICLE III
The total authorized capital stock is:
1. Common shares 25,000, par value $2.00 per share
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Preferred shares 5,000, par value $100.00 per share
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2. A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:
The preferred stock shall be non-voting and shall carry and be limited to
15% cumulative preferred dividend and shall be preferred to all classes of
stock and limited to par value in liquidation.
ARTICLE IV
1. The address of the current registered office is:
1254 North Main Street Ann Arbor, Michigan 48104
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(Street Address) (City) (ZIP Code)
2. The mailing address of the current registered office if different than
above:
P.O. Box 7209 Ann Arbor, Michigan 48107
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(P.O. Box) (City) (ZIP Code)
3. The name of the current resident agent is: Terence J. Rhoades
ARTICLE VI (Optional. Delete if not applicable.)
Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice and
without a vote, if consents in writing, setting forth the action so taken,
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents signed by a sufficient number of
shareholders to take the action are delivered to the corporation. Delivery
shall be
SEAL APPEARS ONLY ON ORIGINAL
ARTICLE VI (CONT'D)
to the corporation's registered office, its principal place of business, or an
officer or agent of the corporation having custody of the minutes of the
proceedings of its shareholders. Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who have not
consented in writing.
ARTICLE VII (Additional provisions, if any, may be inserted here; attach
additional pages if needed.)
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.
5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF
DIRECTORS; OTHERWISE, COMPLETE SECTION (b)
a.[ ] These Restated Articles of Incorporation were duly adopted on the
______ day of ____________, 19___, in accordance with the provisions
of Section 642 of the Act by the unanimous consent of the
incorporators before the first meeting of the Board of Directors.
Signed this _____ day of ____________________________________, 19 ___
_____________________________________________________________________
_____________________________________________________________________
(Signatures of ALL incorporators:
type or print name under each signature)
b.[X] These Restated Articles of Incorporation were duly adopted on the
5th day of December, 1996, in accordance with the provisions of
Section 642 of the Act and: (check one of the following)
[ ] 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 discrepancy between those provisions and the
provisions of these Restated Articles.
[ ] were duly adopted by the shareholders. The necessary number of
shares as required by statute were voted in favor of these
Restated Articles.
[ ] were duly adopted by the written consent of the shareholders
having not less than the minimum number of votes required by
statute in accordance with Section 407(1) of the Act. Written
notice to shareholders who have not consented in writing has been
given. (Note: Written consent by less than all of the
shareholders is permitted only if such provision appears in the
Articles of Incorporation.)
[X] were duly adopted by the written consent of all the shareholders
entitled to vote in accordance with Section 407(2) of the Act.
Signed this 5th day of December, 19 96
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By /s/ James A. Ralston
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(Only Signature of: President, Vice-President,
Chairperson, Vice-Chairperson)
James A. Ralston
Vice President, General Counsel and Secretary
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(Type or Print Name and Title)
(MICH. - 435)
SEAL APPEARS ONLY ON ORIGINAL
DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS Name of person or organization
INDICATED IN THE BOX BELOW. Include name, street and number remitting fees:
(or P.O. Box), city, state and ZIP code.
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Eagle-Picher Industries, Inc. ------------------------------
580 Walnut Street Preparer's name and business
P.O. Box 779 telephone number:
Cincinnati, Ohio 45201
Patricia A. Harris
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(513) 629-2453
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INFORMATION AND INSTRUCTIONS
1. The articles of incorporation cannot be restated until this form, or a
comparable document, is submitted.
2. Submit one original copy of this document. Upon filing, a microfilm copy
will be prepared for the records of the Corporation and Securities Bureau.
The original copy will be returned to the address appearing in the box
above as evidence of filing.
Since this document must be microfilmed, it is important that the filing
be legible. Documents with poor black and white contrast, or otherwise
illegible, will be rejected.
3. This document is to be used pursuant to sections 641 through 643 of the Act
for the purpose of restating the articles of incorporation of a domestic
profit corporation. Restated articles of incorporation are an integration
into a single instrument of the current provisions of the corporation's
articles of incorporation, along with any desired amendments to those
articles.
4. Restated articles of incorporation which do not amend the articles of
incorporation may be adopted by the board of directors without a vote of
the shareholders. Restated articles of incorporation which amend the
articles of incorporation require adoption by the shareholders. Restated
articles of incorporation submitted before the first meeting of the board
of directors require adoption by all of the incorporators.
5. Item 2 -- Enter the identification number previously assigned by the
Bureau. If this number is unknown, leave it blank.
6. The duration of the corporation should be stated in the restated articles
of incorporation only if it is not perpetual.
7. This document is effective on the date approved and filed by the Bureau. A
later effective date, no more than 90 days after the date of delivery, may
be stated.
8. If the restated articles are adopted before the first meeting of the board
of directors, this document must be signed in ink by all of the
incorporators. Other restated articles must be signed by the president,
vice-president, chairperson or vice-chairperson.
9. FEES: NONREFUNDABLE FEE (Make remittance payable to State of Michigan)
$10.00
Franchise fee - payable only if authorized shares is
increased:
first 60,000 authorized shares...........................$50.00
each additional 20,000 authorized shares.................$30.00
10. Mail form and fee to:
Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
6546 Mercantile Way
Lansing, Michigan 48909
Telephone: (517) 334-6302
SEAL APPEARS ONLY ON ORIGINAL