EXHIBIT 3.21
Prescribed by: Charter #
SHERROD BROWN -------------------------
Secretary of State Approved by B.G.D.
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Date 8/6/84
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Fee 85.00
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CERTIFICATE OF AMENDMENT
(BY SHAREHOLDERS)
TO THE ARTICLES OF INCORPORATION OF
DEFIANCE PRECISION PRODUCTS, INC.
JAMES W. GILLIS who is President and MICHAEL D. SHEA who is Secretary
of the above named Ohio Corporation for profit with its principal location at
733 Perry Street, Defiance, Ohio 43512, do hereby certify that:
An action by all of the shareholders was taken without meeting in
accordance with Ohio Revised Code Section 1701.54 wherein the following
Resolution was adopted to amend the Articles:
RESOLVED, that the Articles of Incorporation are hereby amended to read as
follows:
FIRST: The name of the Corporation shall be DEFIANCE PRECISION
PRODUCTS, INC.
SECOND: The location of its principal office is in the City of
Defiance, Defiance County, Ohio.
THIRD: The purpose for which it is formed is to engage in any lawful
act or activity for which corporations may be formed under
Section 1701.01 to 1701.98, inclusive, of the Ohio Revised
Code.
FOURTH: The maximum number of shares of all classes which the
Corporation is authorized to have outstanding is one thousand
five hundred (1,500) shares, consisting of one thousand (1,000)
common shares with par value of One ($1.00) Dollar per share
and five hundred (500) preferred shares with a par value of One
Thousand ($1,000.00) Dollars each.
The express terms and provisions of the shares of each of said
classes, including the powers, preferences, and rights thereof
and the relevant, participating, optional or other special
rights or privileges of, and the qualifications, limitations or
restrictions on, the rights of the holders of the shares of
each class, are as follows:
PREFERRED STOCK
(a) The holders of the preferred shares shall not be entitled
to receive any dividends.
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(b) Upon any dissolution, liquidation, or winding up of the
Corporation, the holders of preferred shares shall be entitled
to receive, before any payment shall be made to the holders of
common shares, the sum of One Thousand ($1,000.00) Dollars per
share. The consolidation or merger of the Corporation at any
time, or from time to time, with any other corporation or
corporations, or a sale of all or substantially all of the
assets of the Corporation, shall not be construed as a
dissolution, liquidation, or winding up of the Corporation
within the meaning hereof.
After payment of the full preferential amounts aforesaid, the
holders of preferred shares shall not be entitled to
any further participation in any distribution of the assets or
funds of the Corporation, and the remaining assets and funds of
the Corporation shall be divided and distributed among the
holders of the common shares then outstanding according to
their respective interests.
(c) Twenty (20%) percent of the outstanding preferred shares
shall be redeemed by the Corporation during the sixth (6th)
year after date of issue; the Corporation shall annually
thereafter retire twenty (20%) percent of the then outstanding
preferred shares until all of the preferred shares are retired.
The date of redemption, as stated herein, shall be set by the
Board of Directors, upon not less ten (10) days prior written
notice to the holders of record of the preferred shares to be
redeemed, at One Thousand ($1,000.00) Dollars per share. If
such notice is given by mail, it shall be deemed received by
the shareholder from whom redemption is to be made when
deposited by the Corporation in the mail, registered, postage
prepaid, addressed to the last known address of such
shareholder. If less than all of the outstanding preferred
shares are to be redeemed, the redemption may be made either by
lot or prorata or by such other method as the Board of
Directors in its discretion may determine, including, without
limitation of the foregoing, the right to designate which
shareholder shall be required to surrender any part or all of
the preferred shares owned by him. If such notice of redemption
shall have been duly given and if, on or before the redemption
date specified in such notice, all funds necessary for such
redemption shall have been set aside so as to be available
therefor, then notwithstanding that any certificate for shares
so called for redemption shall not been surrendered for
cancellation, all rights with respect to such preferred shares
shall forthwith on such redemption date cease and terminate,
except only the right of the holders
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thereof to receive the amount payable upon redemption thereof,
but without interest.
(d) Except as herein otherwise expressly provided, or as
otherwise provided by the laws of the State of Ohio, the
holders of common shares shall exclusively possess all of the
voting power of the Corporation for the election of directors
and for all other purposes and the holders of the preferred
shares shall have no voting power and no holder thereof shall
be entitled to receive notice of any meetings of shareholders.
COMMON STOCK
(a) Subject to the preferences, qualifications, limitations,
voting rights, and restrictions with respect to the preferred
shares of the Corporation as set forth in these Articles, the
holders of the shares of common stock shall possess all rights
appertaining to authorized shares of the Corporation.
IN WITNESS WHEREOF, the above named officers, acting for and on behalf
of the corporation, have subscribed their names this 20th dad of July, 1984.
/s/ James W. Gillis
_________________________________________
JAMES W. GILLIS, President
/s/ Michael D. Shea
_________________________________________
MICHAEL D. SHEA, Secretary
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