Exhibit 3.3
ARTICLES OF INCORPORATION
OF
DALTON MALLEABLE CASTINGS COMPANY.
We the undersigned subscribers by virtue of and pursuant to the
manufacturing and mining laws of the State of Indiana and the several amendments
thereof, have and do hereby associate ourselves together to form and thereafter
by our successors, associates and assigns to be and perform the duties of a
corporation and to that end we have made and acknowledged the following written
articles of incorporation:
ARTICLE 1.
The names and addresses of the incorporators are as follows: Donald J.
Walton, Warsaw, Indiana, Theodore C. Frazer, Warsaw, Indiana, William D. Frazer,
Warsaw, Indiana, Jessie S. Dalton, Warsaw, Indiana and J. Edward Headley,
Warsaw, Indiana.
ARTICLE II.
The name of this corporation shall be DALTON MALLEABLE CASTINGS COMPANY.
ARTICLE III.
The business to be done by this corporation shall consist of producing,
manufacturing, buying and selling any kind of metal, wood or other material or
combinations of material, any and all kinds of castings, implements, tools,
fixtures, machinery and other articles of commerce ordinarily made in a foundry,
machine shop or factory producing engineering and hardware specialities, tools
and automobile accessories.
ARTICLE IV.
The amount of the capital stock of this corporation shall be three hundred
fifty thousand dollars ($350,000.00) which shall be divided into three thousand
five hundred (3500)shares of one hundred dollars ($100.00) each of which two
thousand five hundred (2500) shares shall be
designated as common stock and the remaining one thousand (1000) shares shall be
designated as preferred stock and shall be issued at such times and in such
amounts and shall bear such rate of dividends and be redeemable at such times as
the Board of Directors may by resolution from time to time prescribe. The price
per share at which the common stock is to be sold is one hundred dollars
($100.00) per share, and the price at which two hundred fifty shares of the
preferred stock are to be sold is ninety-five dollars ($95.00) per share and the
remaining shares of said preferred stock are to be sold at par value.
ARTICLE V.
The principal office and place of business of this corporation shall be
located in Kosciusko County, Indiana and the post office address shall be
Warsaw, Indiana.
ARTICLE VI.
The number of directors of this corporation shall be five (5) and the
names of the directors who shall manage its affairs until its first annual
meeting are as follows: Donald J. Dalton, Theodore C. Frazer, William D. Frazer,
Jessie S. Dalton and J. Edward Headley.
ARTICLE VII.
The term of existence of this corporation shall be fifty (50) years.
ARTICLE VIII.
The annual meeting of the stockholders of this corporation shall be held
at the principal office or place of business at Warsaw, Kosciusko County,
Indiana on the 4th Monday of the month of July, 1923 at the hour of 1:30 o'clock
P.M.
ARTICLE IX.
The seal of this corporation shall be a plain circular disk having
engraved thereon near the outer edge the words "DALTON MALLEABLE CASTINGS
COMPANY" and the word "SEAL" across the center of said disk.
IN WITNESS WHEREOF, we the undersigned subscribers and incorporators have
hereunto this 21st day of February, 1923 set our hands and seals.
/s/ Donald J. Dalton (SEAL) /s/ William D. Frazer (SEAL)
- -------------------- (SEAL) /s/ Jessie S. Dalton (SEAL)
/s/ Theodore C. Frazer /s/ J. Edward Headley (SEAL)
State of Indiana, Kosciusko County, ss:
Before me, the undersigned, a Notary Public in and for said County and
state this 21st day of February, 1923, personally appeared Donald J. Dalton,
Theodore C. Frazer, William D. Frazer, Jessie S. Dalton and J. Edward Headley
and each acknowledged the execution in triplicate the foregoing articles of
incorporation of the Dalton Malleable Castings Company, as their free act and
deed.
Witness my hand and notarial seal.
/s/ Georgia Easterday
------------------------------------
Notary Public
My Commission Expires
September 22, 1924
STATE OF INDIANA, )
) SS: AFFIDAVIT FOR CHANGE OF NAME.
KOSCIUSKO COUNTY. )
Donald J. Dalton and Theodore C. Frazer, respectively President and
Secretary of The Dalton Foundries, Inc., certify and upon their oath swear that
pursuant to a resolution unanimously adopted by the stockholders and directors
of the Dalton Malleable Castings Company, providing for the change of the
corporate name from the Dalton Malleable Castings Company to The Dalton
Foundries, Inc., a petition was filed in the Kosciusko Circuit Court on the 3rd
day of September, 1924, for change of the corporate name, and notice of the
filing of the petition for change of the corporate name was published in the
Warsaw Daily Times, a newspaper of general circulation, on September 4th,
September 11th and September 18th, 1924, and that in accordance with said
petition and notice, a decree was rendered in the Kosciusko Circuit Court on
said petition, which decree is as follows, to-wit:
"Comes now the Dalton Malleable Castings Company, a corporation organized
under the laws of the State of Indiana, and presents its petition for change of
the name of said corporation to The Dalton Foundries, Incorporated.
And it appearing to the Court that notice of said application had been
given by three weekly publications in the Warsaw Daily Times, a newspaper of
general circulation, printed and published at Warsaw, in the County of
Kosciusko, the last of which publications was made more than thirty days before
the day set for hearing on said petition, and that good reason exists for
changing the name of said corporation, as prayed for in said petition.
It is, therefore, ordered and decreed by the Court that the name of said
corporation be, and it hereby is, changed to The Dalton Foundries, Incorporated.
It is further ordered that the petition pay the costs of this proceeding."
/s/ Donald J. Dalton
------------------------------------
/s/ Theodore C. Frazer
------------------------------------
Subscribed and sworn to before me this 24th day of November, 1924.
My Commission expires /s/ Gertrude Norris
------------------------------
Pleas and proceedings before the Honorable Lemuel W. Royse, Judge of the
54th Judicial Circuit Court of the State of Indiana and Ex-officio Judge of the
Kosciusko Circuit Court at a regular term of said court begun, held and
continued in the Court House in the City of Warsaw, commencing on Monday,
September l, 1924.
Be it remembered that on the 19th day of November,1924, the following
proceedings were had to wit:
Petition of the Dalton Malleable )
Casting Company to change its ) NO. 16077
name. )
Comes now the Dalton Malleable Casting Company, a corporation organized
under the laws of the State of Indiana, and presents its petition for a change
of the name of said corporation to The Dalton Foundries, Incorporated.
And it appearing to the Court that notice of said application has been
given by three weekly publications in the Warsaw Daily Times, a newspaper of
general circulation, printed and published at Warsaw, in the County of
Kosciusko, the last of which was made more than thirty days before the day set
for hearing on said petition, and that good reason exists for changing the name
of said corporation, as prayed for in said petition.
It is, therefore, ordered and decreed by the court that the name of said
Corporation be, and it is hereby changed to The Dalton Foundries, Incorporated.
It is further ordered that the petitioner pay the costs of this
proceeding. State of Indiana, Kosciusko County, SS:
I, Russell H. Butler, Clerk of the Kosciusko Circuit Court within and for
the county and State aforesaid, do hereby certify the above to be a full, true
and complete copy of the original decree entered in said cause as the same
appears of record in Orcer Book 75 at page 415 thereof, the same being the
records of the Kosciusko Circuit Court of which I am the legal custodian.
Witness my hand and the seal of said court at Warsaw, Indiana this 6th day
of December, 1924.
/s/ Russell A. Butler, Clerk
----------------------------
Kosciusko Circuit Court.
STATE OF INDIANA, )
) SS:
KOSCIUSKO COUNTY. )
Donald J. Dalton and Theodore C. Frazer, being duly sworn upon their oath
depose and say that they are respectively President and Secretary of the Board
of Directors of the Dalton Malleable Castings Company, at Warsaw, Kosciusko
County, Indiana, and that a special meeting of the Stockholders of the Dalton
Malleable Castings Company was held at the office of the Company at Warsaw,
Indiana, at two o'clock, P.M., on the 12th day of December, 1923, pursuant to
notice that all of the holders of the common stock of the corporation were
present, and executed waiver of notice of said meeting, and on motion duly made
and seconded, the following resolution was unanimously carried and adopted:
"Whereas, the volume of business of the Dalton Malleable Castings Company
has since its organization been steadily increasing each month, and,
Whereas , the prospects for the further increase in the volume of business
for this company appears to be imminent, and,
Whereas, the facilities, equipment, and building of said Dalton Malleable
Castings Company are insufficient to manufacture sufficient goods to execute and
fill all orders on its books and in prospect, and,
Whereas, it is considered desirable to increase the facilities of the
Dalton Malleable Castings Company for taking care of the volume of business that
is offered to it by its patrons, and,
Whereas, it is deemed expedient and desirable for the Dalton Malleable
Castings Company to also manufacture gray iron castings, and produce metal
novelties and specialties which it is not producing at the present time, and,
Whereas, there is not sufficient funds in the Treasury of the Dalton
Malleable Castings Company to facilitate increasing its equipment and buildings
for producing additional malleable iron castings, gray iron castings and metal
specialties, and,
Whereas, it does not have sufficient unissued common stock to provide
funds to increase its business as proposed,
Therefore, be it resolved: That the common stock of the Dalton Malleable
Castings Company be increased from Two Hundred Fifty Thousand Dollars
($250,000.00) to Three Hundred Fifty Thousand Dollars ($350,000.00), and that
the President and Secretary of this corporation be authorized and directed to
take such steps as may be necessary to comply with the Statutes of the State of
Indiana, for the increase of said capital stock."
that following the meeting of said stockholders, a meeting of the Board of
Directors of said corporation was held at the office of the Company, at Warsaw,
Kosciusko County, Indiana, at 3:30 o'clock P.M., and all of the Directors of the
Board of Directors were present, and each signed a waiver of the notice of said
meeting; that said Directors were informed by the President of the corporation
of the resolution that had been passed at the stockholders meeting, and upon
motion duly made and seconded, the following resolution was unanimously carried
and adopted:
"Whereas, the volume of business of the Dalton Malleable Castings Company
has since its organization been steadily increasing each month, and,
Whereas , the prospects for the further increase in the volume of business
for this company appears to be imminent, and,
Whereas, the facilities, equipment, and building of said Dalton Malleable
Castings Company are insufficient to manufacture sufficient goods to execute and
fill all orders on its books and in prospect, and,
Whereas, it is considered desirable to increase the facilities of the
Dalton Malleable Castings Company for taking care of the volume of business that
is offered to it by its patrons, and,
Whereas, it is deemed expedient and desirable for the Dalton Malleable
Castings Company to also manufacture gray iron castings, and produce metal
novelties and specialties which it is not producing at the present time, and,
Whereas, there is not sufficient funds in the Treasury of the Dalton
Malleable Castings Company to facilitate increasing its equipment and buildings
for producing additional malleable iron castings, gray iron castings and metal
specialties, and,
Whereas, it does not have sufficient unissued common stock to provide
funds to increase its business as proposed,
Therefore, be it resolved: That the common stock of the Dalton Malleable
Castings Company be increased from Two Hundred Fifty Thousand Dollars,
($250,000.00) to Three Hundred Fifty Thousand Dollars, ($350,000.00) and that
the President and Secretary of this corporation be authorized and directed to
take such steps as may be necessary to comply with the Statutes of the State of
Indiana, for the increase of said capital stock."
/s/ Donald J. Dalton
------------------------------------
/s/ Theodore C. Frazer
------------------------------------
Subscribed and sworn to before me this 22nd day of December, 1923.
/s/ Georgia Easterday
------------------------------------
Notary Public
My Commission expires
Sept. 22, 1924
STATE OF INDIANA
DEPARTMENT OF STATE
FRANK A. LENNING, Secretary of State
-----------
To All To Whom These Presents Shall Come, Greeting:
-----------
Frank A. Lenning, Secretary of State of the State of Indiana, hereby certify
that the
THE DALTON FOUNDRIES, INCORPORATED
a corporation duly organized and existing under the laws of the State of
Indiana, has this day filed in the office of the Secretary of State, a
certificate in duplicate, showing an amendment to the articles of incorporation
of said company.
AMENDING ARTICLE IV: THE TOTAL NUMBER OF SHARES INTO WHICH THE AUTHORIZED
CAPITAL STOCK OF THE CORPORATION IS DIVIDED IS 175,000 SHARES CONSISTING
OF 175,000 SHARES WITH PAR VALUE OF TWO DOLLARS ($2) PER SHARE AND NO
SHARES WITHOUT PAR VALUE AND ALL OR PART OF THE SHARES HEREAFTER SOLD BY
THIS CORPORATION MAY BE SUBJECTED TO SUCH RESTRAINTS ON THE ALIENATION OF
SUCH SHARES AS SHALL BE DETERMINED BY THE BOARD OF DIRECTORS. ALSO
AMENDING ARTICLE VI.
And I further certify that said certificate is now of record and on file
in this office.
[SEAL] In Witness Whereof, I have hereunto
set my hand and affixed the seal of
the State of Indiana, at the City of
Indianapolis, the 30th day of
August, 19__.
---------------------------------------
FRANK A. LENNING, Secretary of State
By
-------------------------------------
, Deputy
"ARTICLE VI
Section 1. The number of the directors of this corporation shall be seven
(7).
Section 2. Directors need not be shareholders of the corporation. A
majority of the directors at any time shall be citizens of the United States."
SUBDIVISION B
MANNER OF ADOPTION AND VOTE
1. ACTION BY DIRECTORS
The Board of Directors of the Corporation, at a meeting thereof, duly
called, constituted and held on July 22, 1957, at which a quorum of such Board
of Directors was present, duly adopted a resolution proposing to the
Shareholders of the Corporation entitled to vote in respect of The Amendments
that the provisions and terms of Articles IV and VI of its Articles of
Incorporation be amended so as to read as set forth in The Amendments; and
called a meeting of such Shareholders, to be held August 21, 1957, to adopt or
reject The Amendments.
2. ACTION BY SHAREHOLDERS
The Shareholders of the Corporation entitled to vote in respect of The
Amendments, at a meeting thereof, duly called, constituted and held on August
21, 1957, at which 2525 shares out of a total 2535 outstanding shares were
present in person or by proxy, adopted The Amendments.
The number of shares entitled to vote in respect of The Amendments, the
number of shares voted in favor of the adoption of The Amendments, and the
number of shares voted against such adoption are as follows: Total entitled to
vote was 2525, of which 2525 voted in favor of the adoption of the Amendment and
no shares voted against.
3. COMPLIANCE WITH LEGAL REQUIREMENTS
The manner of the adoption of The Amendments, and the vote by which they
were adopted, constitute full legal compliance with the provisions of the Act,
the Articles of Incorporation, and the By-Laws of the Corporation.
SUBDIVISION C
STATEMENT OF CHANGES MADE WITH RESPECT TO THE
SHARES HERETOFORE AUTHORIZED
Number of common shares authorized increased from 3500 to 175,000 with par
value reduced from $100 per shares to $2 per share, thereby maintaining the same
aggregate dollar capitalization of common shares of $350,000.
IN WITNESS WHEREOF, the undersigned officers execute these Articles of
Amendment of the Articles of Incorporation of the Corporation, and certify to
the truth of the facts herein stated, this -26 day of August, 1957.
/s/ Charles H. Ker
----------------------------------
(Written Signature)
Charles H. Ker
----------------------------------
(Printed Signature)
The Dalton Foundries, Incorporated
----------------------------------
(Name of Corporation)
/s/ A.D. Bruce
----------------------------------
(Written Signature)
/s/ A.D. Bruce
----------------------------------
(Printed Signature)
The Dalton Foundries, Incorporated
----------------------------------
(Name of Corporation)
STATE OF INDIANA )
) SS:
COUNTY OF KOSCIUSKO )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify that
Charles H. Ker, the President, and A.D. Bruce, the Secretary of The Dalton
Foundries, Incorporated, the officers executing the foregoing Articles of
Amendment of Articles of Incorporation, personally appeared before me;
acknowledged the execution thereof; and swore to the truth of the facts therein
stated.
WITNESS my hand and Notarial Seal this 26th day of August, 1957.
/s/ Jesse E. Eschbach
----------------------------------
(Written Signature)
Jesse E. Eschbach
----------------------------------
(Printed Signature)
Notary Public
My commission expires
September 22, 1957
IN WITNESS WHEREOF, the undersigned officers execute these Articles of
Amendment of the Articles of Incorporation of the Corporation, and certify to
the truth of the facts herein stated, this _________ day of May, 1968.
/s/ E.E. Paul
----------------------------------
(Written Signature)
E.E. Paul
----------------------------------
(Printed Signature)
The Dalton Foundries, Incorporated
----------------------------------
(Name of Corporation)
/s/ Robert L. Rasor
----------------------------------
(Written Signature)
/s/ Robert L. Rasor
----------------------------------
(Printed Signature)
The Dalton Foundries, Incorporated
----------------------------------
(Name of Corporation)
STATE OF INDIANA )
) SS:
COUNTY OF KOSCIUSKO )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify that E.E.
Paul, the President, and Robert L. Rasor, the Secretary of The Dalton Foundries,
Incorporated, the officers executing the foregoing Articles of Amendment of
Articles of Incorporation, personally appeared before me; acknowledged the
execution thereof; and swore to the truth of the facts therein stated.
WITNESS my hand and Notarial Seal this 15th day of May, 1968.
/s/ John J. Bruner
----------------------------------
(Written Signature)
John J. Bruner
----------------------------------
(Printed Signature)
Notary Public
My commission expires
September 29, 1972
This instrument was prepared by Robert L. Rasor.
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
FRANK A. LENNING, Secretary of State
To Whom These Presents Come, Greeting:
Whereas, there has been presented to me at this office Articles of
Acceptance in triplicate of THE DALTON FOUNDRIES, INCORPORATED under the
reorganized corporate name of THE DALTON FOUNDRIES, INCORPORATED showing capital
stock as follows:
THE TOTAL NUMBER OF SHARES INTO WHICH THE AUTHORIZED CAPITAL STOCK OF THE
CORPORATION IS DIVIDED IS 175,000 SHARES CONSISTING OF 175,000 SHARES WITH
PAR VALUE OF TWO DOLLARS ($2) PER SHARE AND NO SHARES WITHOUT PAR VALUE
AND ALL OR PART OF THE SHARES HEREAFTER SOLD BY THIS CORPORATION MAY BE
SUBJECTED TO SUCH RESTRAINTS ON THE ALIENATION OF SUCH SHARES AS SHALL BE
DETERMINED BY THE BOARD OF DIRECTORS.
Said Articles of Acceptance having been prepared and signed in accordance
with "An Act concerning domestic and foreign corporations for profit, providing
penalties for the violation hereof, and repealing all laws or parts of laws in
conflict herewith," approved March 16, 1929, and Acts supplemented thereto.
Whereas, upon due examination, I find that they conform to law:
Now, therefore, I hereby certify that I have this day endorsed my approval
upon the triplicate copies of Articles so presented, and having received the
fees required by law, in the
sum of $13.00 have filed one copy of the Articles in this office and returned
two copies bearing the endorsement of my approval to the Corporation.
[SEAL] In Witness Whereof, I have hereunto set my
hand and affixed the seal of the State of
Indiana, at the City of Indianapolis, the 13th
day of February , 1958.
----------------
----------------------------------------------
FRANK A. LENNING, Secretary of State
By
--------------------------------------------
, Deputy
ARTICLES OF ACCEPTANCE
OF
THE DALTON FOUNDRIES, INCORPORATED
The undersigned officers of The Dalton Foundries, Incorporated
(hereinafter referred to as the "Corporation"), desiring to give notice of
corporate action effectuating acceptance by the Corporation of the provisions of
The Indiana General Corporation Act, as amended (hereinafter referred to as the"
Act"), certify the following facts:
SUBDIVISION A
NAME
The name of the Corporation is The Dalton Foundries, Incorporated.
SUBDIVISION B
PRINCIPAL OFFICE AND RESIDENT AGENT
The post-office address of the principal office of the Corporation is
corner of Lincoln and Jefferson Streets in the City of Warsaw, Indiana, and the
name and post-office address of its Resident Agent in charge of such office are
Charles H. Ker, 1202 E. Main Street, Warsaw, Indiana.
SUBDIVISION C
DATE OF INCORPORATION
The date of the incorporation of the Corporation is February 27, 1923.
SUBDIVISION D
STATUTE UNDER WHICH ORGANIZED
The Statute, under which the Corporation was organized, is Indiana
Manufacturing and Mining Companies Act, 1 Revised Statutes of 1852 p 358,
approved by the General Assembly of the State of Indiana effective May 3,1853,
and various statutes amendatory thereof and supplementary thereto.
SUBDIVISION E
ACCEPTANCE OF ACT
The Corporation hereby accepts all of the terms and provisions of the Act.
SUBDIVISION F
RESTATEMENT OF ARTICLES
The Corporation hereby restates the provisions of its Articles of
Incorporation as follows:
ARTICLE I
The names and addresses of the incorporators were as follows: Donald J.
Dalton, Warsaw, Indiana; Theodore C. Frazer, Warsaw, Indiana; William D. Frazer,
Warsaw, Indiana; Jessie S. Dalton, Warsaw, Indiana; and J. Edward Headly,
Warsaw, Indiana. At the time of the incorporation of the corporation all of the
incorporators were citizens of the United States.
ARTICLE II
Name
The name of the corporation is The Dalton Foundries, Incorporated.
ARTICLE III
Purposes
In furtherance and not in limitation of the powers conferred by law to
engage in the production, manufacture, purchase and sale of any kind of article
made of metal, wood or other material or combination of materials and to engage
in and conduct the business of casting, manufacturing, machining and dealing in
goods, wares and merchandise of every class and description and in furtherance
of the purposes hereinbefore set out to do the same either alone or in
association with other corporations, firms, partnerships or individuals
including the right to be a partner in a general or limited partnership and to
do every other act or acts and things necessary, convenient or expedient in
carrying out the above purposes; provided that nothing herein contained shall be
construed so as to authorize this corporation-to sell life insurance.
ARTICLE IV
Amount of Capital Stock
The total-number of shares into which the authorized capital stock of the
corporation is divided is 175,000 shares consisting of 175,000 shares with par
value of Two dollars ($2) per share and no shares without par value and all or
part of the shares hereafter sold by this corporation may be subjected to such
restraints on the alienation of such shares as shall be determined by the Board
of Directors.
ARTICLE V
Principal Office and Resident Agent
The post office address of the principal office of the corporation is
corner of Lincoln and Jefferson Streets, Warsaw, Indiana; and the name and post
office address of its Resident Agent in charge of such office is Charles H. Ker,
1202 E. Main Street; Warsaw, Indiana.
ARTICLE VI
Data Respecting Directors
Section 1. The number of the directors of this corporation shall be seven
(7).
Section 2. Directors need not be shareholders of the corporation. A
majority of the directors at any time shall be citizens of the United States.
ARTICLE VII
Term of Existence
The period during which the corporation shall continue is perpetual.
ARTICLE VIII
The annual meeting of the shareholders of this corporation shall be held
at the time and place as may be specified from time to time in the By-Laws of
this corporation.
ARTICLE IX
The seal of this corporation shall be designated by the By-Laws of this
corporation.
ARTICLE X
The Board of Directors of this corporation shall have full power to adopt
a code of By-Laws for the regulation of the conduct of the affairs of this
corporation not inconsistent with the provisions of these Articles and from time
to time revoke, amend, repeal or otherwise alter such By-Laws in whole or in
part without reference to the shareholders of the corporation.
SUBDIVISION G
MANNER OF ADOPTION AND VOTE
1. Action by Directors
The Board of Directors of the Corporation, at a meeting thereof, duly
called, constituted and held on January 31, 1958, at which a quorum of such
Board of Directors was present, duly adopted a resolution proposing to the
Shareholders of the Corporation entitled to vote in respect thereof that the
Articles of Acceptance of the Act, set forth in the foregoing subdivisions A to
F, both inclusive, be adopted; and called a meeting of such Shareholders, to be
held January 31, 1958, to adopt or reject such Articles of Acceptance.
2. Action. by Shareholders
The Shareholders of the Corporation entitled to vote in respect of such
Articles of Acceptance, at a meeting thereof, duly called, constituted and held
on January 31,1958, at which One hundred twenty-six thousand seven hundred fifty
(126,750) shares were present in person or by proxy, adopted such Articles of
Acceptance.
The number of shares entitled to vote in respect of such Articles of
Acceptance, the number of shares voted in favor of the adoption of such Articles
of Acceptance, and the number of shares voted against such adoption, are as
follows: One hundred twenty-six thousand seven hundred fifty (126,750) shares
were entitled to vote; 126,750 voted in favor of the adoption of such Articles
and no shares voted against such adoption.
3. Compliance with Legal Requirements
The manner of the adoption of such Articles of Acceptance, and the vote by
which they were adopted, constitute full legal compliance with the provisions of
the Act, the Articles of Incorporation, and the By-Laws of the Corporation.
SUBDIVISION H
STATEMENT OF CHANGES MADE WITH RESPECT TO THE
SHARES HERETOFORE AUTHORIZED
No changes are made with respect to shares heretofore authorized.
IN WITNESS WHEREOF, the undersigned officers execute these Articles of
Acceptance, and certify to the truth of the facts herein stated, this 31st day
of January, 1958.
/s/ Charles H. Ker
-----------------------------------
(Written Signature)
Charles H. Ker
-----------------------------------
(Printed Signature)
The Dalton Foundries, Incorporated
-----------------------------------
(Name of Corporation)
/s/ R.M. McDowell
-----------------------------------
(Written Signature)
R.M. McDowell
-----------------------------------
(Printed Signature)
The Dalton Foundries, Incorporated
-----------------------------------
(Name of Corporation)
STATE OF INDIANA )
) SS:
COUNTY OF KOSCIUSKO )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify that
Charles H. Ker, the President, and R.M. McDowell, the Assistant Secretary, of
The Dalton Foundries, Incorporated, the officers executing the foregoing
Articles of Amendment of Articles of Incorporation, personally appeared before
me; acknowledged the execution thereof; and swore to the truth of the facts
therein stated.
WITNESS my hand and Notarial Seal this 31st day of January, 1958.
/s/ Jesse H. Eschbach
-----------------------------------
(Written Signature)
Jesse H. Eschbach
-----------------------------------
(Printed Signature)
Notary Public
My commission expires
September 22, 1961
ARTICLES OF AMENDMENT (Amending Individual
Articles Only)
Prescribed by the Secretary of State of Indiana
Filing Requirements -- Present 3 Executed Copies
to Secretary of State
Recording Requirements -- Before Exercising any
Authority under Amendment, Record 1 of such 3
Executed Copies, as Approved and Returned by
Secretary of State, with Recorder of County where
Principal Office is Located.
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
THE DALTON FOUNDRIES, INCORPORATED
The undersigned officers of The Dalton Foundries, Incorporated
(hereinafter referred to as the "Corporation"), existing pursuant to the
provisions of The 1921 Indiana Corporation Act, as amended (hereinafter referred
to as the "Act"), desiring to give notice of corporate action effectuating
amendment of certain individual Articles of Incorporation, certify the following
facts:
SUBDIVISION A
THE AMENDMENTS
The exact text of Articles IV and VI of the Articles of Incorporation of
the Corporation, as amended (hereinafter referred to as "The Amendments"), now
is as follows:
"ARTICLE IV
The total number of shares into which the authorized capital stock of the
corporation is divided is 175,000 shares consisting of 175,000 shares with par
value of Two dollars ($2) per share and no shares without par value and all or
part of the shares hereafter sold by this corporation may be subjected to such
restraints on the alienation of such shares as shall be determined by the Board
of Directors."
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
INDIANAPOLIS, INDIANA
To Whom These Presents Come, Greeting:
Whereas, there has been presented to me at this office Articles of
Amendment in triplicate of THE DALTON FOUNDRIES, INCORPORATED
THE AMENDMENTS
The exact text of Article XI
Said Articles of Acceptance having been prepared and signed in accordance
with "An Act concerning domestic and foreign corporations for profit, providing
penalties for the violation hereof, and repealing all laws or parts of laws in
conflict herewith," approved March 16, 1929, and Acts supplemented thereto.
Whereas, upon due examination, I find that they conform to law:
Now, therefore, I hereby certify that I have this day endorsed my
approval upon the triplicate copies of Articles so presented, and having
received the fees required by law, in the sum of $13.00 have filed one copy of
the Articles in this office and returned two copies bearing the endorsement of
my approval to the Corporation.
[SEAL] In Witness Whereof, I have hereunto set my
hand and affixed the seal of the State of
Indiana, at the City of Indianapolis, this 17th
day of May , 1968.
---------
-----------------------------------------------
Secretary of State
By
--------------------------------------------
, Deputy
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
THE DALTON FOUNDRIES INCORPORATED
The undersigned officers of The Dalton Foundries, Incorporated
(hereinafter referred to as the "Corporation"), existing pursuant to the
provisions of The Indiana General Corporation Act, as amended (hereinafter
referred to as the "Act"), desiring to give notice of corporate action
effectuating amendment of certain individual Articles of its Articles of
Incorporation, certify the following facts:
SUBDIVISION A
THE AMENDMENTS
The exact text of Article XI of the Articles of Incorporation of the
Corporation, as amended (hereinafter referred to as "The Amendments"), now is as
follows:
ARTICLE XI
Any action required or permitted to be taken at any meeting of the Board
of Directors or of any committee thereof may be taken without a meeting if prior
to such action a written consent thereto is signed by all members of the Board
or . committee, as the case may be, and such written consent is filed with the
minutes of the proceedings of the Board or committee.
SUBDIVISION B
MANNER OF ADOPTION AND VOTE
1. Action by Directors
The Board of Directors of the Corporation, at a meeting thereof, duly
called, constituted and held on October 30, 1967, at which a quorum of such
Board of Directors was present, duly adopted a resolution proposing to the
Shareholders of the Corporation entitled to vote in respect of The Amendments
that the provisions and terms of Article XI of its Articles of Incorporation be
amended so as to read as set forth in The Amendments; and called a meeting of
such Shareholders, to be held March 15, 1968, to adopt or reject The Amendments.
2. Action by Shareholders
The Shareholders of the Corporation entitled to vote in respect of The
Amendments, at a meeting thereof, duly called, constituted and held on March
15,1968, at which 117,653 shares were present in person or by proxy, adopted The
Amendments.
The number of shares entitled to vote in respect of The Amendments, the
number of shares voted in favor of the adoption of The Amendments, and the
number of shares voted against such adoption are as follows:
Number of shares entitled to vote 117,653
Number of shares voting for the amendments 117,653
Number of shares voting against the amendments - 0 -
3. Compliance With Legal Requirements
The manner of the adoption of The Amendments, and the vote by which they
were adopted, constitute full legal compliance with the provisions of the Act,
the Articles of Incorporation, and the By-Laws of the Corporation.
SUBDIVISION C
Statement of changes made with respect to the shares heretofore
authorized. For Increase of capital stock: NONE
1) The number and classes of stock authorized before this amendment consists
of:
A) Number
B) Par Value
2) This amendment provides for the increase of:
A) Number of shares
B) Classes of shares
3) The total authorized stock of the corporation by virtue of this amendment
now consists of ______________ shares consisting of ___________shares with
the par value of $__________ per share and _____________ shares without
par value.
For Decrease of capital stock: NONE
1) The number and classes of stock authorized before this amendment consists
of:
A) Number
B) Par Value
2) This amendment decreases the total authorized stock to:
A) Number of shares
B) Classes of shares
3) The total authorized stock of the corporation now consists of _______
shares consisting of ___________ shares with the par value of $_______ per
share and _________ shares without par value.
4) The manner in which the reduction shall be effected is:
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
SECRETARY OF STATE
To Whom These Presents Come, Greeting:
CERTIFICATE OF AMENDMENT
OF
THE DALTON FOUNDRIES, INCORPORATED
I, LARRY A. CONRAD, Secretary of state of the State of Indiana, hereby certify
that Articles of Amendment for the above Corporation, in the form prescribed by
my office, prepared and signed in duplicate in accordance with "An Act
concerning domestic and foreign corporations for profit, providing penalties for
the violation hereof, and repealing all laws or parts of laws in conflict
herewith," approved March 16, 1929, and Acts supplemental thereto.
THE AMENDMENT:
THE EXACT TEXT OF ARTICLE VI, SECTION I:
Whereas, upon due examination, I find that-the Articles of Amendment conform to
law, and have endorsed my approval upon the duplicate copies of such Articles;
that all fees have been paid as required by law; that one copy of such Articles
has been filed in my office; and that the remaining copy of such Articles
bearing the endorsement of my approval and filing has been returned by me to the
Corporation.
[SEAL] In Witness Whereof, I have hereunto set my hand and
affixed the seal of the State of Indiana, at the City of
Indianapolis, this 18th day of May , 1972.
________________________________________________________
Secretary of State
LARRY A. CONRAD
By _____________________________________________________
, Deputy
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION OF
THE DALTON FOUNDRIES, INCORPORATED
The undersigned officers of The Dalton Foundries, Incorporated
(hereinafter referred to as the "Corporation") existing pursuant to the
provisions of the Indiana General Corporation Act, as amended (hereinafter
referred to as the "Act"), desiring to give notice of corporate action
effectuating amendment of certain provisions of its Articles of Incorporation,
certify the following facts:
ARTICLE I
TEXT OF THE AMENDMENT
The exact text of Article VI, Section 1, of the Articles of Incorporation
of the Corporation, as amended (hereinafter referred to as the "Amendments"),
now is as follows:
Section 1. The number of directors may be fixed from time to time by the
Bylaws of the corporation at any number not less than 5 nor more than 9. In the
absence of a Bylaw fixing the number of directors, the number shall be 5.
ARTICLE II
MANNER OF ADOPTION AND VOTE
Section 1. Action by Directors (select appropriate paragraph).
(a) The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on January 14, 1972, at which a quorum of such
Board of Directors was present, duly adopted a resolution proposing to the
Shareholders of the Corporation entitled to vote in respect the Amendments that
the provisions and terms of Article VI of its Articles of Incorporation be
amended so as to read as set forth in the Amendments; and called a meeting of
such shareholders, to be held March 17, 1972, to adopt or reject the Amendments,
unless the same were so approved prior to such date by unanimous written
consent.
(b) By written consent executed on ______________, 19__, signed by all
of the members of the Board of Directors of the Corporation, a resolution was
adopted proposing to the Shareholders of the Corporation entitled to vote in
respect of the Amendments, that the provisions and terms of Articles of its
Articles of -Incorporation be amended so as to read as set forth in the
Amendments, and a meeting of such shareholders was called to be held
____________, 19__, to adopt or reject the Amendments, unless the same were so
approved prior to such date by unanimous written consent.
Section 2. Action by Shareholders (select appropriate paragraph).
(a) The Shareholders of the Corporation entitled to vote in respect of
the Amendments, at a meeting thereof, duly called, constituted and held on March
17, 1972, at which 119,136 shares were present in person or by proxy, adopted
the Amendments.
The holders of the following classes of shares were entitled to vote as a
class in respect of the Amendments:
(1) 119,263 shares of common stock with par value of $2.00 per share
(2) none
(3) none
The number of shares entitled to vote in respect of the Amendments, the
number of shares voted in favor of the adoption of the Amendments, and the
number of shares voted against such adoption are as follows:
Shares Entitled to Vote as a Class
Total (as listed immediately above)
----- -----------------------------
(1) (2) (3)
Shares entitled to vote: 119,263 119,263
Shares voted in favor: 119,136 119,136
Shares voted against: -0- -0-
(b) By written consent executed on _______________________, 19__, signed
by the holders of ___________ shares of the Corporation, being all of the
shares. of the Corporation entitled to vote in respect of the Amendments, the
Shareholders adopted the Amendments.
Section 3. Compliance with Legal Requirements.
The manner of the adoption of the Amendments, and the vote by which they
were adopted, constitute full 1egal compliance with the provisions of the Act,
the Articles of Incorporation, and the By-Laws of the Corporation.
ARTICLE III
STATEMENT OF CHANGES MADE WITH RESPECT
TO THE NUMBER OF SHARES HERETOFORE AUTHORIZED
NONE
IN WITNESS WHEREOF, the undersigned officers execute these Articles of
Amendment of the Articles of Incorporation of the Corporation, and certify to
the truth of the facts herein stated, this 15th day of May, 1972.
/s/ E.E. Paul /s/ Robert L. Rasor
_______________________________________ ____________________________________
(Witness Signature) (Witness Signature)
E. E. Paul Robert L. Rasor
_______________________________________ ____________________________________
(Printed Signature) (Printed Signature)
President of Secretary of
The Dalton Foundries, Incorporated The Dalton Foundries, Incorporated
_______________________________________ ____________________________________
(Name of Corporation) (Name of Corporation)
STATE OF INDIANA )
) SS:
COUNTY OF KOSCIUSKO )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify that E.E.
Paul, the President, and Robert L. Rasor, the Secretary, of The Dalton
Foundries, Incorporated, the officers executing the foregoing Articles of
Amendment of Articles of Incorporation, personally appeared before me;
acknowledged the execution thereof; and swore to the truth of the facts therein
stated.
WITNESS my hand and Notarial Seal this 15th day of May, 1972.
/s/ Nila Mathews
_______________________________
(Written Signature)
Nila Matthews
_______________________________
(Printed Signature)
Notary Public
My commission expires
February 22, 1973
This instrument was prepared by Robert Rasor, Attorney at Law, 210 N. Buffalo
St. Warsaw, Indiana 46580.
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF
THE DALTON FOUNDRIES, INCORPORATED
I, LARRY A. CONRAD, Secretary of the State of Indiana, hereby certify that
Articles of Amendment for the above Corporation have been filed in the form
prescribed by my office, prepared and signed in duplicate in accordance with "An
Act concerning domestic and foreign corporations for profit, providing penalties
for the violation hereof, and repealing all laws or parts of laws in conflict
herewith," approved March 16, 1929, and Acts supplemental thereto.
THE AMENDMENT
THE EXACT TEXT OF ARTICLE VI SECTION 1 IS AMENDED
NOW, THEREFORE, upon due examination, I find that the Articles of
Amendment conform to law, and have endorsed my approval upon the duplicate
copies of such Articles; that all fees have been paid as required by law; that
one copy of such Articles has been filed in my office; and that the remaining
copy of such Articles bearing the endorsement of my approval and filing has been
returned by me to the Corporation.
[SEAL] In Witness Whereof, I have hereunto set my hand and
affixed the seal of the State of Indiana, at the City of
Indianapolis, this 9th day of September , 1977.
________________________________________________________
LARRY A. CONRAD, Secretary of State
By _____________________________________________________
, Deputy
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
THE DALTON FOUNDRIES, INCORPORATED
The undersigned officers of THE DALTON FOUNDRIES, INCORPORATED
(hereinafter referred to as the "Corporation") existing pursuant to the
provisions of the Indiana General Corporation Act (Medical Professional
Corporation Act/Dental Professional Corporation Act/Professional Corporation Act
of 1965), as amended (hereinafter referred to as the "Act"), desiring to give
notice of corporate action effectuating amendment of certain provisions of its
Articles of Incorporation, certify the following facts:
ARTICLE I
TEXT OF THE AMENDMENT
The exact text of Article VI, Section 1 of the Articles of Incorporation
of the Corporation, as amended (hereinafter referred to as the "Amendments"),
now is as follows:
The number of directors may be fixed from time to time by the By-Laws of
the Corporation at any number not less than the lesser of three or the number of
shareholders of the Corporation. In the absence of a By-Law fixing the number of
Directors, the number shall be four.
ARTICLE II
MANNER OF ADOPTION AND VOTE
Section 1. Action by Directors (select appropriate paragraph).
(a) The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on ______________, 19__, at which a quorum of
such Board of Directors was present, duly adopted a. resolution proposing to the
Shareholders of the Corporation entitled to vote in respect of the Amendments
that the provisions and terms of Article ____ of its Articles of Incorporation
be amended so as to read as set forth in the Amendments; and called a meeting of
such shareholders, to be held _____________, 19__ , to adopt or reject the
Amendments, unless the same were so approved prior to such date by unanimous
written consent.
(b) By written consent executed on May 6, 1977, signed by all of the
members of the Board of Directors of the Corporation, a resolution was adopted
proposing to the Shareholders of the Corporation entitled to vote in respect of
the Amendments, that the provisions and terms of Articles of its Articles of
Incorporation be amended so as to read as set forth in the Amendments, and a
meeting of such shareholders was called to be held Ju1y 14, 1977, to adopt or
reject the Amendments, unless the same were so approved prior to such date by
unanimous written consent.
Section 2. Action by Shareholders (select appropriate paragraph).
(a) The Shareholders of the Corporation entitled to vote in respect of
the Amendments, at a meeting thereof, duly called, constituted and held on July
14, 1977, at which One Hundred and Three Thousand, Seven Hundred and Eighty-Five
shares present in person or by proxy, adopted the Amendments.
The holders of the following classes of shares were entitled to vote as a
class in respect of the Amendments:
(1)
(2) N/A
(3)
The number of shares entitled to vote in respect of the Amendments, the
number of shares voted in favor of the adoption of the Amendments, and the
number of shares voted against such adoption are as follows:
Shares Entitled to Vote as a Class
Total (as listed immediately above)
----- -----------------------------
(1) (2) (3)
Shares entitled to vote: 108,785
Shares voted in favor: 108,785
Shares voted against: -0-
(b) By written consent executed on _____________, 19__, signed by the
holders of _________ shares of the Corporation, being all of the shares of the
Corporation entitled to vote in respect of the Amendments, the Shareholders
adopted the Amendments.
Section 3. Compliance with Legal Requirements.
The manner of the adoption of the Amendments, and the vote by which they
were adopted, constitute full legal compliance with the provisions of the Act,
the Articles of Incorporation, and the By-Laws of the Corporation.
ARTICLE III
STATEMENT OF CHANGES MADE WITH RESPECT TO ANY INCREASE
IN THE NUMBER OF SHARES HERETOFORE AUTHORIZED
Aggregate Number of Shares Previously Authorized 175,000
Increase -0- {indicate "0" or "N/A" if no increase}
Aggregate Number of Shares
To Be Authorized After Effect of This Amendment 175,000
IN WITNESS WHEREOF, the undersigned officers execute these Articles of
Amendment of the Articles of Incorporation of the Corporation, and certify to
the truth of the facts herein stated, this 30 day of August, 1977.
/s/ Eugene E. Paul /s/ Don I. Brown
_______________________________________ ____________________________________
(Witness Signature) (Witness Signature)
E.E. Paul Don I. Brown
_______________________________________ ____________________________________
(Printed Signature) (Printed Signature)
President of Secretary of
The Dalton Foundries, Incorporated The Dalton Foundries, Incorporated
_______________________________________ ____________________________________
(Name of Corporation) (Name of Corporation)
STATE OF INDIANA )
) SS:
COUNTY OF KOSCIUSKO )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify that E.E.
Paul, the President, and Don I. Brown, the Secretary, of The Dalton Foundries,
Incorporated, the officers executing the foregoing Articles of Amendment of
Articles of Incorporation, personally appeared before me; acknowledged the
execution thereof; and swore to the truth of the facts therein stated.
WITNESS my hand and Notarial Seal this 30th day of August, 1977.
/s/ John J. Bruner
_____________________________
(Written Signature)
John J. Bruner
_____________________________
(Printed Signature)
Notary Public
My commission expires
September 29, 1979
This instrument was prepared by Lynn H. Goldschmidt, Attorney at Law, 1 First
National Plaza, Chicago, Illinois 60603.
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF AMENDMENT OF
OF
THE DALTON FOUNDRIES, INCORPORATED
I, EDWIN J. SIMCOX, Secretary of State of Indiana, hereby certify that
Articles of Amendment for the above Corporation have been filed in the form
prescribed by my office, prepared and signed in duplicate in accordance with
Chapter Four of the Indiana General Corporation Act (IC 23-1-4). THE NAME OF THE
CORPORATION IS AMENDED AS FOLLOWS:
THE DALTON FOUNDRIES, INC.
NOW, THEREFORE, upon due examination, I find that the Articles of
Amendment conform to law, and have endorsed my approval upon the duplicate
copies of such Articles; that all fees have been paid as required by law; that
one copy of such Articles has been filed in my office; and that the remaining
copy of such Articles bearing the endorsement of my approval and filing has been
returned by me to the Corporation.
[SEAL] In Witness Whereof, I have hereunto set my hand and
affixed the seal of the State of Indiana, at the City of
Indianapolis, this 16th day of September , 1985.
________________________________________________________
EDWIN J. SIMCOX, Secretary of State
By _____________________________________________________
, Deputy
ARTICLES OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
THE DALTON FOUNDRIES, INCORPORATED
The undersigned officers of The Dalton Foundries, Incorporated
(hereinafter referred to as "Corporation"), existing pursuant to the provisions
of The Indiana General Corporation Act, as amended (hereinafter referred to as
"Act"), desiring to give notice of corporate action effectuating amendment of
certain provisions of its Articles of Incorporation, hereby certify that:
I
AMENDMENTS
Section 1. The date of incorporation of the Corporation is February 21,
1923.
Section 2. The name of the Corporation following the amendment of the
Articles of Incorporation will be The Dalton Foundries, Inc.
Section 3. (a) The exact text of Article II of the Articles of
Incorporation of the Corporation, as amended (hereinafter referred to as the
"Amendments"), now is as follows:
ARTICLE II
NAME
The name of the Corporation is The Dalton Foundries, Inc.
(b) The exact text of Article IV of the Articles of Incorporation of the
Corporation now is as follows:
ARTICLE IV
CAPITAL STOCK
Section 1. Number of Shares: The authorized capital stock of the
Corporation is divided into 175,000 shares consisting of 175,000 shares with par
value of Two Dollars ($2.00) per share and no shares without par value.
Section 2. Share Ownership: The ownership of the shares of capital stock
of the Corporation may be subject to such limitations and restraints on
alienation of such shares as shall be provided for by the Code of By-Laws of
the. Corporation.
Section 3. Voting at Meetings: Every holder of the capital stock of the
Corporation shall have the right, at every shareholders' meeting, to one vote
for each share of stock standing in his name on the books of the Corporation,
upon all matters submitted to the vote of the shareholders~ Provided that shares
of capital stock of the Corporation held of record by the Trustee of The Dalton
Foundries, Inc. Employees Stock Ownership Plan shall be voted by said Trustee at
the direction of the Nominating Committee as provided for by the Code of By-Laws
of the Corporation.
(c) The exact text of Article X of the Articles of Incorporation of the
Corporation, now is as follows:
ARTICLE X
AMENDMENT OF CODE OF BY-LAWS
The Board of Directors of this Corporation shall have full power to adopt
a Code of By-Laws for the regulation of the conduct of the affairs of this
Corporation which are not inconsistent with the provisions of these Articles and
from time to time to revoke, amend, repeal or otherwise alter such By-Laws in
whole or in part without reference to the shareholders of the Corporation;
Provided, that any amendment to the provisions of:
(1) Article II, Section 2.10 of the Code of By-Laws (pertaining to
VOTING OF STOCK) (or any replacement for, amendment to, or modification of
such section) and
(2) Article III, Section 3.05 of the Code of By-Laws (pertaining
to vacancies in the Board of Directors)
shall be adopted only at a meeting of shareholders by a vote of a majority
of the shares of capital stock entitled to vote on amendments of the
Articles of Incorporation.
II
MANNER OF ADOPTION AND VOTE
Section 1. Action by Directors. The Board of Directors of the Corporation
duly adopted the resolution to amend the terms and provisions of Articles II, IV
and X of the Articles of Incorporation and directed a meeting of Shareholders to
be held on September 13,1985, allowing such Shareholders to vote on the proposed
amendment.
The resolution was adopted by the vote of the Board of Directors at a
meeting held on September 12, 1985 at which a quorum of the Board was present.
Section 2. Action by Shareholders. The Shareholders of the Corporation
entitled to vote in respect of the Articles of Amendment 'adopted the proposed
amendments.
The amendments were adopted by a vote of such Shareholders during a
meeting called by the Board of Directors. The result of such vote is as follows:
Shareholders Entitled to Vote: 96,035
Shareholders Voted in Favor 96,035
Shareholders Voted Against -0-
Section 3. Compliance With Legal Requirements. The manner of adoption of
the Articles of Amendment and the vote by which they were adopted constitute
full legal compliance with the provisions of the Act, the Articles of
Incorporation, and the By-Laws of the Corporation.
-2-
III
STATEMENT OF CHANGES MADE WITH RESPECT TO ANY
INCREASE IN NUMBERS HERETOFORE AUTHORIZED
Aggregate Number of Shares
Previously Authorized 96,035
Increase N/A
Aggregate Number of Shares to be
Authorized After Effect of this
Amendment 96,035
IN WITNESS WHEREOF, the undersigned officers execute these Articles of
Amendment of Incorporation of The Dalton Foundries, Incorporated and certify to
the truth of the facts herein stated, this 13th day of September, 1985.
/s/ Don I. Brown /s/ Eugene E. Paul
_______________________________________ ____________________________________
Don I. Brown, Secretary E. Paul, President
STATE OF INDIANA )
)SS
COUNTY OF KOSCIUSKO )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify that
Eugene E. Paul, the President, and Don I. Brown, the Secretary, of The Dalton
Foundries, Incorporated, personally appeared before me and acknowledged the
execution of the foregoing Articles of Amendment of Articles of Incorporation
for and on behalf of such Corporation, and swore to the truth of the facts
therein stated.
WITNESS my hand and Notary Seal this 13th day of September, 1985.
/s/ Barbara D. Purrington
__________________________
Notary Public
County of Residence: Kosciusko
My Commission-Expires:
4/18/86
-3-
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF MERGER
To Whom These Presents Come, Greeting:
WHEREAS, there have been presented to this office for filing duplicate copies of
Articles of Merger, merging
Corporation State of Incorporation Date of Incorporation/Admission
DALTON FOUNDRIES ACQUISITION INDIANA SEPTEMBER 10, 1985
COMPANY, INC.
the non-survivor(s), into
THE DALTON FOUNDRIES, INC.
an Indiana Corporation, the survivor, which corporation shall hereinafter be
designated as
THE DALTON FOUNDRIES, INC.
NOW, THEREFORE, I, EDWIN J. SIMCOX, Secretary of State of Indiana, do hereby
certify that I have this day endorsed my approval upon the duplicate copies of
the Articles of Merger so presented, and having received the fees required by
law, have filed one copy in this office and returned the other to the
corporation.
The effective date of the merger is SEPTEMBER 19, 1985.
[SEAL] In Witness Whereof, I have hereunto set my hand and
affixed the seal of the State of Indiana, at the City of
Indianapolis, this 19th day of September , 1985.
________________________________________________________
EDWIN J. SIMCOX, Secretary of State
By _____________________________________________________
, Deputy
ARTICLES OF MERGER OF
THE DALTON FOUNDRIES, INC.
AND
DALTON FOUNDRIES ACQUISITION COMPANY, INC.
The undersigned The Dalton Foundries, Inc. (hereinafter referred to as the
"Surviving Corporation") and Dalton Foundries Acquisition Company, Inc.
(hereinafter referred to as the "Merging Corporation"), each existing pursuant
to the provisions of The Indiana General Corporation Act, as amended, each
desiring to give notice of corporate action effecting the merging of the Merging
Corporation into the Surviving Corporation, and acting by its President and
Secretary, hereby certify, each with respect to the facts and acts relating to
it and the acts taken by its Board of Directors and shareholders, the following
facts:
SUBDIVISION A
AGREEMENT OF MERGER AND SIGNATURES THERETO
The Surviving Corporation and the Merging Corporation have entered into an
Agreement of Merger, the title, parties, terms, conditions and signatures of
which are as follows:
AGREEMENT OF MERGER
BETWEEN
DALTON FOUNDRIES ACQUISITION COMPANY, INC.
AND
THE DALTON FOUNDRIES, INC.
INTO THE DALTON FOUNDRIES, INC.
THIS AGREEMENT OF MERGER is entered into this 13th day of September 1985
between The Dalton Foundries, Inc. (hereinafter referred to as the "Surviving
Corporation") and Dalton Foundries Acquisition Company, Inc. (hereinafter
referred to as the "Merging Corporation"):
WHEREAS, the Surviving Corporation and the Merging Corporation are
corporations properly organized and existing under The Indiana General
Corporation Act, as amended, with their respective principal offices located at
Warsaw, Indiana; and
WHEREAS, the Surviving Corporation has authorized capital stock of 175,000
shares with $2.00 per share par value (of which there are presently issued and
outstanding 96,035 shares); and the Merging Corporation has authorized capital
stock of 33,612 shares with no par value (of which are presently issued and
outstanding 29,618 shares); and
WHEREAS, in order to effect certain administrative, managerial and
financial benefits it is the desire of the parties to this Agreement. to merge
the Merging Corporation into the Surviving Corporation;
THEREFORE, in consideration of their mutual undertakings, the Surviving
Corporation and the Merging Corporation hereby agree to make such merger upon
the following terms and conditions:
I
Closing of Agreement and Effective Date of Merger
Section 1. Time and Place of Closing. The execution and closing of this
Agreement shall take place at the principal office of the Surviving Corporation
at Warsaw, Indiana promptly following the completion of the approval hereof by
the respective Boards of Directors and shareholders of the parties to this
Agreement.
Section 2. Effective Date of Merger. The effective date of the merger
shall be September 19, 1985.
-2-
II
Completion of Merger
Following the execution of this Agreement, the proper officers of the
Merging Corporation and the Surviving Corporation, respectively, shall execute
on behalf of each corporation Articles of Merger, as required by The Indiana
General Corporation Act, as amended. The Surviving Corporation .shall thereafter
cause such Articles to be filed with the Secretary of State of Indiana. The
filing of such Articles shall be effective no later than September 19, 1985.
III
Effect of Merger Upon the Surviving Corporation and the Merging Corporation
Section 1. Surviving Corporate Entity. Upon the effective date of the
merger, the Merging Corporation shall merge into and become a part of the
Surviving Corporation, which shall be the sole corporate entity surviving the
merger and the name of which shall continue to be The Dalton Foundries, Inc.,
and the separate existence of the Merging Corporation shall thereupon cease.
Section 2. Attributes and Property of the Surviving Corporation. Upon and
after the effective date of the merger, the Surviving Corporation, in accordance
with the provisions of The Indiana General Corporation Act, as amended, shall
possess all the rights, privileges, immunities, powers and franchises of a
public as well as a private nature of each of the parties to this Agreement. All
property, whether real, personal and mixed, tangible or intangible, all debts
due on whatever account, all other choses in action, and every other interest
owned by, belonging to, or to become due to any of the parties to this
Agreement, shall be taken and deemed to be transferred to and vested in the
Surviving Corporation without further act or deed; and the title to
-3-
any real estate, or any interest therein, under the laws of the State of Indiana
vested in any party to this Agreement shall not revert or be in any manner
impaired by reason of this merger.
Section 3. Liabilities of the Surviving Corporation. Upon and after the
effective date of the merger, the Surviving Corporation, in accordance with the
provisions of The Indiana General Corporation Act, as amended, shall be
responsible and liable for all the liabilities and obligations of each of the
parties hereto in the same manner and to the same extent as if the Surviving
Corporation had itself incurred the same or contracted therefor. Any claim
existing or action or proceeding by or against any party hereto may be
prosecuted to judgment as if the merger had not taken place, or the Surviving
Corporation may be substituted by the appropriate party. Neither the rights of
creditors nor any liens upon the property of the Merging Corporation or the
Surviving Corporation shall be impaired by the merger, but such liens shall be
limited to the property upon which they were liens immediately prior to the date
of the merger.
Section 4. Articles and By-Laws of the Surviving Corporation. The Articles
of Incorporation, together with all amendments thereof, and the Code of By-Laws
of the Surviving Corporation as they exist on the effective date of the merger
shall continue to be the Articles of Incorporation and the Code of By-Laws,
respectively, of the Surviving Corporation upon and after the effective date of
the merger, until properly amended.
Section 5. Board of Directors and Officers of the Surviving Corporation.
All members of the Board of Directors and all officers of the Surviving
Corporation on the effective date of the merger shall be and continue as the
directors and officers, respectively, of the Surviving Corporation after such
date, to hold office for the same term and upon the same conditions as
theretofore existed between each of them, respectively, and the - Surviving
Corporation.
-4-
IV
Exchange of Stock
Upon the effective date of the merger, the shares of stock of the Merging
Corporation shall be exchanged for and converted into shares of the Surviving
Corporation on the basis of one share of capital stock of the Surviving
Corporation for each share of capital stock of the Merging Corporation.
Following such exchange and conversion, the shares of the Merging Corporation
shall be cancelled.
V
Miscellaneous
Section 1. Additional Documents. The parties to this Agreement shall cause
to be executed any further or additional documents which may from time to time
reasonably be required for the purpose of completing or carrying out the merger
contemplated hereby.
Section 2. Successors and Assigns. This Agreement and each of its
provisions shall inure to the benefit of and be binding upon the parties to this
Agreement and their respective successors and assigns. Nothing expressed or
implied by this Agreement is intended to or shall have the effect of conferring
upon any person, firm or corporation other than the parties hereto and their
respective successors and assigns, any claims, rights or remedies under or by
reason of this Agreement.
EXECUTED on the date first stated above.
THE DALTON FOUNDRIES, INC.
By /s/ Eugene E. Paul
___________________________________
Eugene E. Paul, President
ATTEST:
/s/ D. I. Brown
________________________
D. I. Brown, Secretary SURVIVING CORPORATION
-5-
DALTON FOUNDRIES ACQUISITION
COMPANY, INC.
By /s/ D. I. Brown
-------------------------
D. I. Brown, President
ATTEST:
/s/ K. L. Davidson
- ------------------
Secretary MERGING CORPORATION
SUBDIVISION B
MANNER OF ADOPT ION AND VOTE
1. Action by the Merging Corporation.
(a) Action at First Directors' Meeting. The Board of Directors of
the Merging Corporation, at a special meeting thereof duly called, constituted
and held on September 12, 1985 adopted, by unanimous vote of the members of such
Board, a resolution approving the Agreement of Merger and directing that it be
submitted for approval or rejection to the shareholders of such corporation
entitled to vote in respect thereof at a special meeting of such shareholders to
be held on September 12, 1985, and authorizing the execution and consummation of
the Agreement of Merger immediately upon the adoption thereof by the unanimous
vote of the shareholders of such corporation and the Surviving Corporation.
(b) Action at Shareholders' Meeting. The shareholders of the
Merging Corporation entitled to vote in respect of the Agreement of Merger, at a
special meeting thereof, duly called, constituted and held on September 12,
1985, at which 29,618 shares were represented in person or by proxy, authorized
adoption of the Agreement of Merger by such corporation.
The number of shares entitled to vote in respect of the Agreement of
Merger, the number of shares voted in favor of the adoption of the Agreement of
Merger, and the number of
shares voted against such adoption are as follows: 29,618 were entitled to vote
in respect of the Agreement of Merger, 29,618 were voted in favor of the
adoption of the Agreement of Merger, and no shares were voted against such
adoption.
(c) No Second Directors' Meeting. A second meeting of the Board of
Directors of the Merging Corporation was not required or held since the
shareholders of the Merging Corporation and the Surviving Corporation voted
unanimously in favor of the adoption of the Agreement of Merger and the Boards
of Directors of the Merging Corporation and the Surviving Corporation, at their
first meetings, authorized the execution and consummation of the Agreement of
Merger immediately upon the adoption thereof by the unanimous vote of the
shareholders of the Merging Corporation and the Surviving Corporation.
(d) Compliance with Legal Requirements. The manner of the adoption
of the Agreement of Merger, and the vote by which it was adopted, constitute
full legal compliance with the provisions of the Act, the Articles of
Incorporation and the By-Laws of the Merging Corporation.
2. Action by the Surviving Corporation.
(a) Action at First Directors' Meeting. The Board of Directors of
the Surviving Corporation at a special meeting thereof, duly called, constituted
and held on September 12, 1985, adopted, by a majority vote of the members of
such Board, a resolution approving the Agreement of Merger and directing that it
be submitted for approval or rejection to the shareholders of the Surviving
Corporation entitled to vote in respect thereof at a special meeting of such
shareholders to be held on September 12, 1985, and authorizing the execution and
consummation of the Agreement of Merger immediately upon the adoption thereof by
the unanimous vote of the shareholders of the Merging Corporation and the
Surviving Corporation.
7
(b) Action at Shareholders' Meeting. The shareholders of the
Surviving Corporation entitled to vote in respect to the Agreement of Merger, at
a special meeting thereof, duly called, constituted and held on September 12,
1985, at which 96,035 shares were represented in person or by proxy, authorized
adoption of the Agreement of Merger by the Surviving Corporation.
The number of shares entitled to vote in respect of the Agreement of
Merger, the number of shares voted in favor of the adoption of the Agreement of
Merger, and the number of shares voted against such adoption are as follows:
96,035 shares were entitled to vote in respect of the Agreement of Merger,
96,035 were voted in favor of the adoption of the Agreement of Merger and no
shares were voted against such adoption.
(c) No Second Directors' Meeting. A second meeting of the Board of
Directors of the Surviving Corporation was not required or held since the
shareholders of the Merging Corporation and the Surviving Corporation voted
unanimously in favor of the adoption of the Agreement of Merger, and the Boards
of Directors of the Merging Corporation and the Surviving Corporation, at their
first meetings, authorized the execution and consummation of the Agreement of
Merger immediately upon the adoption thereof by the unanimous vote of the
shareholders of the Merging Corporation and the Surviving Corporation.
(d) Compliance with Legal Requirements. The manner of the adoption
of the Agreement of Merger, and the vote by which it was adopted, constitute
full legal compliance with the provisions of the Indiana General Corporation
Act, the Articles of Incorporation, and the By-Laws of the Surviving
Corporation.
IN WITNESS WHEREOF, the Merging Corporation and the Surviving
Corporation, respectively, execute these Articles of Merger, the President and
Secretary of such
8
corporation acting for and on behalf of such corporation; and each of such
corporations certifies to the truth of the facts and acts relating to it and the
action taken by its Board of Directors and shareholders.
DATED this 13th day of September, 1985.
THE DALTON FOUNDRIES, INC.
By /s/ Eugene E. Paul
---------------------------
Eugene E. Paul, President
ATTEST:
- ---------------------------
Don I. Brown, Secretary SURVIVING CORPORATION
9
DALTON FOUNDRIES ACQUISITION
COMPANY, INC.
By /s/ Don I. Brown
------------------------
Don I. Brown, President
ATTEST:
/s/ K.L. Davidson
- -------------------------
K. L. Davidson, Secretary MERGING CORPORATION
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify that
Eugene E. Paul, the President, and Don I. Brown, the Secretary, of The Dalton
Foundries, Inc., the officers executing the foregoing Articles of Merger,
personally appeared before me, acknowledged the execution thereof for and on
behalf of such corporation, and swore to the truth of the facts therein stated.
WITNESS my hand and Notary Seal this 13th day of September, 1985.
/s/ Barbara S. Perrington
-------------------------------
Notary Public
County of Residence: Kasciwska
My Commission Expires:-
4-18-86
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer the oaths in the State of Indiana, certify that
Don I. Brown, the President, and Kenneth L. Davidson, the Secretary, of Dalton
Foundries Acquisition .Company, Inc., the officers executing the foregoing
Articles of Merger, personally appeared before me, acknowledged the execution
thereof for and on behalf of such corporation, and swore to the truth of the
facts therein stated.
WITNESS my hand and Notary Seal this 13th day of September, 1985.
/s/ Barbara S. Perrington
-------------------------------
Notary Public
County of Residence: Kasciwska
My Commission Expires:
4-18-86
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF AMENDED ARTICLES
OF INCORPORATION
OF
THE DALTON FOUNDRIES, INC
I, EDWIN J. SIMCOX, Secretary of State of Indiana, hereby certify that
Amended Articles of Incorporation for the above Corporation, have been filed, in
the form prescribed by my office, prepared arid signed in duplicate in
accordance with Chapter Four of the Indiana General Corporation Act (IC 23-1-4).
Now, therefore, upon due examination, I find that the Amended Articles of
Incorporation conform to law, and have endorsed my approval upon the duplicate
copies of such Articles; that all fees have been paid as required by law; that
one copy of such Articles bearing the endorsement of my approval and filing has
been returned by me to the Corporation.
In Witness Whereof, I have hereunto
set my hand and affixed the seal of
the State of Indiana, at the City
of Indianapolis, this 22nd day of
May, 1986
/s/ Edwin J. Simcox
-----------------------------------
EDWIN J. SIMCOX, Secretary of State
By
---------------------------------
Deputy
AMENDED ARTICLES OF INCORPORATION
OF
THE DALTON FOUNDRIES, INC.
The undersigned officers of The Dalton Foundries, Inc. (the Corporation),
existing pursuant to the provisions of the Indiana General Corporation Act, as
amended (the Act), desiring to give notice of corporate action effecting
amendment of its Articles of Incorporation by the adoption of Amended Articles
of Incorporation to supersede and take the place of its heretofore existing
Articles of Incorporation, certify the following facts:
I
TEXT OF THE AMENDED ARTICLES
The exact text of the entire Articles of Incorporation of the Corporation,
as amended (the Amended Articles) , now is as follows:
ARTICLE I
Name
The name of the Corporation is The Dalton Foundries, Inc.
ARTICLE II
Purposes
The purposes for which. the Corporation is formed include the transaction
of any or all lawful business for which corporations may be incorporated under
the provisions of the Act.
ARTICLE III
Period of Existence
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
Resident Agent and Principal Off ice
Section 1. Resident Agent. The name and post office address of the
Resident Agent in charge of the Corporation's principal office are Don I. Brown,
Vice President, The Dalton Foundries, Inc., Lincoln & Jefferson Streets, Warsaw,
Indiana 46580.
Section 2. Principal Office. The post office address of the principal
office of the Corporation is Lincoln & Jefferson Streets, Warsaw, Indiana 46580.
ARTICLE V
Shares
Section 1. Number Authorized. The total number of shares which the
Corporation has authority to issue is One Hundred Seventy-Five Thousand
(175,000) shares without par value.
Section 2. Terms. The ownership of the shares of capital stock of the
Corporation may be subject to such limitations and restraints on alienation of
such shares as shall be provided for by the Code of By-Laws of the Corporation.
Section 3. Voting Rights. Every holder of capital stock of the Corporation
shall have the right, at every shareholders' meeting, to one vote for each share
of stock standing in his name on the books of the Corporation, upon all matters
submitted to the vote of the shareholders; Provided, that shares of capital
stock of the Corporation held of record by the Trustee of The Dalton foundries,
Inc. Employees' Stock Ownership Plan shall be voted by the Trustee at the
direction of the Nominating Committee as provided for by the Code of By-Laws of
the Corporation.
ARTICLE VI
Stated Capital
The stated capital of the Corporation at the time of the filing of the
Amended Articles of Incorporation is at least one thousand dollars ($1,000).
ARTICLE VII
Directors
Section 1. Number of Directors. The Board of Directors may be fixed from
time to time by the Code of By-Laws of the Corporation at any number not less
than three.
Section 2. Name and Post Office Address of the Directors. The names and
post office addresses of the directors holding office at the time of the
adoption of the Amended Articles are:
Name Post Office Address
- ---- -------------------
W.M. Dalton The Dalton Foundries, Inc.
Lincoln & Jefferson Streets
Warsaw, IN 46580
Kenneth L. Davidson The Dalton Foundries, Inc.
Lincoln & Jefferson Streets
Warsaw, IN 46580
Don I. Brown The Dalton Foundries, Inc.
Lincoln & Jefferson Streets
Warsaw, IN 46580
ARTICLE VIII
Officers
The names and post office addresses of the President and Secretary of the
Corporation are:
Name Office Address
- ---- ------ -------
Kenneth L. Davidson President The Dalton Foundries, Inc.
Lincoln & Jefferson Streets
Warsaw, IN 46580
Don I. Brown Secretary The Dalton Foundries, Inc.
Lincoln & Jefferson Streets
Warsaw, IN 46580
ARTICLE IX
Provisions for Regulation of Business
and Conduct of Affairs of Corporation
Section 1. Meetings of Shareholders. Meetings of the shareholders of the
Corporation shall be held at such place, within or without the State of Indiana,
as may be specified in the respective notices or waivers of notice of, or
proxies to represent shareholders at, such meetings. Any action required to be
or which may be taken at a meeting of the shareholders may be taken without a
meeting if, prior to such action, a consent in writing, setting forth the action
so taken, shall be signed by all of the shareholders entitled to vote with
respect to the subject matter thereof, and such written consent is filed with
the minutes of the proceedings of the shareholders.
Section 2. Meetings of the Board of Directors. Meetings of the Board of
Directors of the Corporation shall be held at such place, within or without the
..state of Indiana, as may be specified in the respective notices, or waivers of
notice, of such meetings. Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if, prior to such action, a written consent thereto is signed
by all members of the Board or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the Board or
committee.
Section 3. Consideration for Shares. Shares of stock may be issued for
such an amount of consideration as may be fixed from time to time by the Board
of Directors.
Section 4. Interest of Directors in Contracts. Any contract or other
transaction between the Corporation and one or more of its directors, or between
the Corporation and any firm of which one or more of its directors are members
or employees, or in which they a re interested, or between the Corporation and
any corporation or association of which one or more of its directors are
shareholders, members, directors, officers, or employee s, or in which they are
interested, shall be valid for all purposes, notwithstanding the presence of
such director or directors at the
meeting of the Board of Directors .of the Corporation which acts upon, or in
reference to, such contract or transaction and notwithstanding his or their
participation in such action, if the fact of such interest shall be disclosed or
known to the Board of Directors and the Board of Directors shall nevertheless
authorize, approve or ratify such contract or transaction. This section shall
not be construed to invalidate any contract or other transaction which otherwise
would be valid under the common or statutory law applicable to such contract or
transaction.
Section 5. Amendment of Code of By-Laws.
(a) The Board of Directors of the Corporation shall have the power to
adopt a Code of By-Laws for the regulation of the conduct of the affairs of the
Corporation which is not. inconsistent with the provisions of the Articles of
Incorporation and from time to time to revoke, amend, repeal or otherwise modify
such Code of By-Laws in whole or in part; Provided, that the power to amend or
otherwise modify the provisions of:
(1) Article II, Section 2.10 of the Code of By-Laws (pertaining to
Voting of Stock); and
(2) Article III, Section 3.05 of the Code of By-Laws (pertaining to
Vacancies in the Board of Directors),
shall be vested only in the shareholders and may be exercised by the affirmative
votes of the holders of two-thirds of the outstanding shares of capital stock
entitled to vote on amendments of the Articles of Incorporation.
(b) Any amendment or other modification of this Section 5, Article IX,
of these Amended Articles of Incorporation may be effected only by the
affirmative votes of the holders of two-thirds of the outstanding shares of
capital stock entitled to vote on amendments of the Articles of Incorporation.
II
MANNER OF ADOPTION AND VOTE
Section 1. Action by Directors.
(a) The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on December 26, .1985, at which a quorum of
the Board of Directors was present, duly adopted a resolution proposing to the
shareholders of the Corporation entitled to vote in respect of the Amended
Articles that the provisions and terms of its Articles of Incorporation be
amended so as to read as set forth in the Amended Articles, and that the Amended
Articles should supersede and take the place of the previously existing Articles
of Incorporation; and the Board of Directors called a meeting of such
shareholders, to-be held on April 26, 1986, to adopt or reject the Amended
Articles.
Section 2. Action by Shareholders.
(a) The shareholders of the Corporation entitled to vote with respect to
the Amended Articles, at a meeting thereof, duly called, constituted and held on
April 26,1986, at which a quorum of the shareholders was present in person or by
proxy, adopted the Amended Articles.
(b) The number of shares entitled to vote in respect of the Amended
Articles, the number of shares voted in favor of the adoption of the Amendments,
and the number of shares voted against such adoption are as follows:
Shares Entitled to Vote: 96,035
Shares Voted in Favor: 72,730
Shares Voted Against: 166
Section 3. Compliance With Legal Requirements. The manner of adoption of
the Amended Articles, and the vote by which they were adopted, constitute full
legal compliance with the provisions of the Act, the Articles of Incorporation,
and the Code of By-Laws of the Corporation.
III
STATEMENT OF CHANGES MADE WITH RESPECT
TO THE SHARES HERETOFORE AUTHORIZED
Section 1. Shares Previously Authorized. The Corporation had authority to
issue, prior to the Amended Articles, an aggregate of 175,000 shares of stock
with the par value of $2.00 per share.
Section 2. Conversion to Shares Without Par Value. The Corporation by the
Amended Articles converted the 175,000 authorized shares with par value into
shares without par value.
Section 3. Shares Hereafter Authorized. The shares authorized after giving
effect to the Amended Articles consist of 175,000 shares of stock without par
value.
IN WITNESS WHEREOF, the undersigned officers execute these Amended
Articles of Incorporation of the Corporation and certify to the truth of the
facts stated therein, this 12th day of May, 1986.
/s/ Kenneth L. Davidson
-----------------------------------------
Kenneth L. Davidson
President
/s/ Don I. Brown
-----------------------------------------
Don I. Brown
Secretary
STATE OF INDIANA )
) SS:
COUNTY OF KOSCIUSKO )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify that
Kenneth L. Davidson and Don I. Brown, the President and. Secretary,
respectively, of The Dalton Foundries, Inc., personally appeared before me,
acknowledged the execution of the foregoing. Amended Articles of Incorporation,
and swore to the truth of the facts therein stated.
Witness my hand and notarial seal this 12th day of May, 1986.
/s/ John J. Broner
-----------------------------------------
Notary Public
Resident of Kos. County, Indiana
My Commission Expires:
Sept. 29, 1987
RESOLUTION OF THE BOARD OF DIRECTORS ELECTING
TO BE GOVERNED BY THE INDIANA BUSINESS
CORPORATION LAW PRIOR TO AUGUST 1, 1987
OF
THE DALTON FOUNDRIES, INC.
The following resolution of the Board of Directors was adopted on November 5,
1986:
RESOLVED, by the Board of Directors of The Dalton Foundries, Inc., that the
Corporation hereby adopts the provisions of IC 23-1-18 through 23-1-54
(excepting IC 23-1-18-3, IC 23-1-21 and IC 23-1-53-3) effective on and after
December 1, 1986.
/s/ K.L. Davidson
-----------------------------------------
K.L. Davidson
President
The Dalton Foundries, Inc.
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
ARTICLES OF AMENDMENT
To Whom These Presents Come, Greeting:
WHEREAS, there has been presented to me at this office, Articles of Amendment
for:
THE DALTON FOUNDRIES INC
and said Articles of Amendment have been prepared and signed in accordance
with the provisions of the
Indiana Business Corporation Law,
as amended.
NOW, THEREFORE, I, JOSEPH H. HOGSETT, Secretary of State of Indiana, hereby
certify that I have this day filed said articles in this office.
The effective date of these Articles of Amendment is July 20, 1993.
(SEAL) In Witness Whereof, I have hereunto set
my hand and affixed the seal of the State
of Indiana, at the City of Indianapolis,
this Twentieth day of July, 1993
-----------------------------------------
JOSEPH H. HOGSETT, Secretary of State
By
---------------------------------------
Deputy
ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF
THE DALTON FOUNDRIES, INC.
The undersigned officer of The Dalton Foundries, Inc. (the "Corporation"),
a corporation existing pursuant to the provisions of the Indiana Business
Corporation Law as amended from time to time (the "Law"),desiring to effect an
amendment of its Articles of Incorporation, executes the following Articles of
Amendment:
ARTICLE I
IDENTIFICATION
The Corporation is The Dalton Foundries, Inc., incorporated February 27,
1923. Its name is not changed by the amendment.
ARTICLE II
TEXT OF THE AMENDMENT
The text of Article V, Section 1 of the Articles of Incorporation as
amended is:
ARTICLE V
Shares
Section 1. Number Authorized.
The total number of shares which the Corporation has authority to issue is
One Million Seven Hundred Fifty Thousand (1,750,000) shares without par value.
ARTICLE III
DATE AND MANNER OF ADOPTION
Section 3.1. Date of Adoption. The amendment was adopted April 16, 1993,
and is effective upon the filing of these Articles of Amendment with the
Secretary of State.
Section 3.2. Action by Directors. The Board of Directors of the
Corporation duly adopted a resolution amending the terms and provisions of
Article V, Section 1 of the Articles of Incorporation, by vote of the Board of
Directors at a meeting held on April 16, 1993, at which a quorum of the Board
was present. At the same time, by resolution, the Board of Directors changed
each issued and unissued authorized share into ten (10) shares.
Section 3.3. Compliance With the Law. As authorized by I.C. 23-1-38-2(4),
the Board of Directors adopted the amendment without shareholder action, and
shareholder action was not required. The manner of the adoption of the amendment
constitutes full compliance with .the Law and the Corporation's Articles of
Incorporation.
EXECUTED this 15th day of July, 1993.
/s/ Don I. Brown
-----------------------------------------
Don I. Brown, Secretary
The Dalton Foundries, Inc.
21
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
ARTICLES OF AMENDMENT
To Whom These Presents Come, Greeting:
WHEREAS, there has been presented to me at this office, Articles of Amendment
for:
THE DALTON FOUNDRIES INC
and said Articles of Amendment have been prepared and signed in accordance with
the provisions of the Indiana Business Corporation Law; as amended.
NOW, THEREFORE, I, SUE ANNE GILROY, Secretary of State of Indiana, hereby
certify that I have this day filed said articles in this office.
The effective date of these Articles of Amendment is July 25, 1996.
In Witness Whereof, I have hereunto set
my hand and affixed the seal of the State
of Indiana, at the City of Indianapolis,
this Twenty-fifth day of July, 1996.
ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF
THE DALTON FOUNDRIES, INC.
The undersigned officer of The Dalton Foundries, Inc. (the "Corporation"),
a corporation existing pursuant to the provisions of the Indiana Business
Corporation Law as amended from time to time (the "Law"),desiring to effect an
amendment of its Articles of Incorporation, executes the following Articles of
Amendment:
ARTICLE I
IDENTIFICATION
The Corporation is The Dalton Foundries, Inc., incorporated February 27,
1923. Its name is not changed by the amendment.
ARTICLE II
TEXT OF THE AMENDMENT
The text of Article V, Section 1 of the Articles of Incorporation as
amended is:
ARTICLE V
Shares
Section 1. Number Authorized.
The total number of shares which the Corporation has authority to issue is
Eight Million Seven Hundred Fifty Thousand (8,750,000) shares without par value.
ARTICLE III
DATE AND MANNER OF ADOPTION
Section 3.1. Date of Adoption. The amendment was adopted July 17, 1996,
and is effective August 1, 1996.
Section 3.2. Action by Directors. The Board of Directors of the
Corporation duly adopted a resolution amending the terms and provisions of
Article V, Section 1 of the Articles of Incorporation, by vote of the Board of
Directors at a meeting held on July 17, 1996, at which a quorum of the Board was
present. At the same time, by resolution, effective August 1, 1996 the Board of
Directors changed each issued and unissued authorized share into five (5)
shares.
Section 3.3. Compliance With the Law. As authorized by I.C. 23-1-38-2(4),
the Board of Directors adopted the amendment without shareholder action, and
shareholder action was not required. The manner of the adoption of the amendment
constitutes full compliance with the Law and the Corporation's Articles of
Incorporation.
EXECUTED this 22nd day of July, 1996.
/s/ Don I. Brown
-----------------------------------------
Don I. Brown, Secretary
The Dalton Foundries, Inc.
24
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
ARTICLES OF AMENDMENT
To Whom These Presents Come, Greeting:
WHEREAS, there has been presented to me at this office, Articles of Amendment
for:
THE DALTON FOUNDRIES INC
and said Articles of Amendment have been prepared and signed in accordance with
the provisions of the Indiana Business Corporation Law, as amended.
The name of the corporation is as follows:
DALTON CORPORATION
NOW, THEREFORE, I, SUE ANNE GILROY, Secretary of State of Indiana, hereby
certify that I have this day filed said articles in this office.
The effective date of these Articles of Amendment is May 07, 1997.
In Witness Whereof, I have hereunto set
my hand and affixed the seal of the State
of Indiana, at the City of Indianapolis,
this Seventh day of May, 1997.
ARTICLES OF AMENDMENT OF THE Provided by: JOSEPH H. HOGSETT
ARTICLES OF INCORPORATION SECRETARY OF STATE OF INDIANA
State Form 38333 (R6 / 12-93) 302 W. WASHINGTON ST., ROOM E018
Approved by State Board of Accounts 1988 INDIANAPOLIS, IN 46204
TELEPHONE: (317) 232-6576
INSTRUCTIONS: Use 8 -1/2 x 11 inch Indiana Code 23-1-38-1 et seg.
white paper for inserts. FILING FEE $30.00
Filing requirements - Present
original and one copy to address
in upper right hand corner of
this form.
ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:
The Dalton Foundries, Inc.
The undersigned officers of:
The Dalton Foundries, Inc.
(hereinafter referred to as the "Corporation") existing pursuant to the
provisions of: (indicate appropriate act)
X Indiana Business Corporation Law
as amended (hereinafter referred to as the "Act"), desiring to give notice of
corporate action effectuating amendment of certain provisions of its Articles of
Incorporation, certify the following facts:
ARTICLE I AMENDMENT(S)
SECTION 1 The date of incorporation of the corporation is:
February 27, 1923
SECTION 2 The name of the corporation following this amendment to the Articles
of Incorporation is:
Dalton Corporation
SECTION 3
The exact text of Article(s) I of the
---------------------------------------
Articles of Incorporation is now as follows:
Article I
Name
The name of the Corporation is Dalton Corporation.
(SEAL:)
RECEIVED
CORPORATIONS DIV.
97MAY-7 AM 11:04
SUE ANNE GILROY
Section 4 Date of each amendment's adoption:
April 18, 1997
(Continued on the reverse side)
27