Exhibit 3.4
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF INCORPORATION
OF
DALTON CORPORATION, WARSAW MANUFACTURING FACILITY
I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that Articles
of Incorporation of the above corporation have been presented to me at my office
accompanied by the fees prescribed by law; that I have found such Articles
conform to law; all as prescribed by the provisions of the Indiana Business
Corporation Law, as amended.
NOW, THEREFORE, I hereby issue to such corporation this Certificate of
Incorporation, and further certify that its corporate existence will begin
January 02,1997.
In Witness Whereof, I have hereunto set my hand and affixed the seal of the
State of Indiana, at the City of Indianapolis, this Second day of January, 1997.
/s/ Sue Anne Gilroy
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Sue Anne Gilroy, Secretary of State
ARTICLES OF INCORPORATION
OF
DALTON CORPORATION, WARSAW MANUFACTURING FACILITY
The undersigned incorporator, desiring to form a corporation
("Corporation") pursuant to the provisions of the Indiana Business Corporation
Law as amended from time to time (the "Law"), executes the following Articles of
Incorporation:
ARTICLE I
NAME
The name of the Corporation is Dalton Corporation, Warsaw Manufacturing
Facility.
ARTICLE II
AUTHORIZED SHARES
SECTION 2.1 NUMBER. The total number of shares which the Corporation is
authorized to issue is one thousand (1,000).
SECTION 2.2 CLASSES. There shall be one (1) class of shares, designated
common Section 2.3 and relative rights.
SECTION 2.3 RIGHTS. All common shares shall have the same preferences,
limitations and relative rights.
SECTION 2.3.1 VOTING RIGHTS. With respect to each matter upon which
shareholders are entitled to vote, each holder of common shares shall be
entitled to one (1) vote for each common share standing in the
shareholder's name on the Corporation's books on the record date.
SECTION 2.3.2 RIGHTS UPON DISSOLUTION. In the event of the
dissolution of the Corporation, upon the winding up and liquidation of its
business and affairs, each holder of common shares shall be entitled to
receive a ratable portion of the net assets of the Corporation remaining
after payment (or provision for payment) of the debts and other
liabilities of the Corporation.
SECTION 2.3.3 NO PREEMPTIVE RIGHTS. Shareholders shall have no
preemptive rights to subscribe to or purchase any common shares or other
securities of the Corporation.
SECTION 2.4 ISSUANCE AND CONSIDERATION. Common shares may be issued for
the consideration fixed from time to time by the Board of Directors.
SECTION 2.5 RESTRICTIONS ON TRANSFER OF SHARES. The Bylaws, an agreement
among shareholders, or an agreement between shareholders and the Corporation may
impose restrictions on the transfer (or registration of transfer) of shares of
the Corporation.
ARTICLE III
REGISTERED OFFICE AND REGISTERED AGENT
The street address of the Corporation's registered office in Indiana and
the name of its Registered Agent at that office are: Don I. Brown, 3755 Lake
City Highway, Warsaw, Indiana 46580.
ARTICLE IV
INCORPORATOR
The name and address of the incorporator of the Corporation is Diane
Hubbard Kennedy, Dutton & Overman, P.C., 710 Century Building, 36 South
Pennsylvania Street, Indianapolis, Indiana 46204.
ARTICLE V
BOARD OF DIRECTORS
SECTION 5.1 NUMBER. The Board of Directors shall consist of a minimum of
two (2) individuals and a maximum of five (5) individuals. The number of
directors may be fixed or changed from time to time, within the minimum and
maximum, by resolution of the Board of Directors. In the absence of a resolution
fixing the number of directors, the number shall be two (2). The initial Board
of Directors shall consist of two (2) individuals.
SECTION 5.2 QUALIFICATIONS. Directors need not be residents of the State
of Indiana nor shareholders of the Corporation.
ARTICLE VI
PURPOSES AND POWERS
SECTION 6.1 PURPOSE. The purpose for which the Corporation is formed is to
transact any and all lawful business for which corporations may be incorporated
under the Law.
SECTION 6.2 POWERS. The Corporation shall have the powers to do all things
necessary or convenient to carry out its business and affairs.
ARTICLE VII
PROVISIONS FOR MANAGING THE BUSINESS AND
REGULATING THE AFFAIRS OF THE CORPORATION
SECTION 7.1 AUTHORITY OF BOARD OF DIRECTORS. Subject to any specific
limitation or restriction imposed by the Law or by these Articles of
Incorporation, all corporate powers shall be exercised by or under the authority
of the Board of Directors, and the business and affairs of
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the Corporation shall be managed under the direction of the Board of Directors,
without previous authorization or subsequent approval by the shareholders of the
Corporation. Management by the Board of Directors includes, without limitation,
the authority to cause the Corporation to be a promoter, partner or shareholder
of any partnership, joint venture, corporation or other entity.
SECTION 7.2 CODE OF BYLAWS. The Board of Directors shall have the power to
adopt, amend or repeal the Code of Bylaws of the Corporation, without previous
authorization or subsequent approval by the shareholders of the Corporation. The
Code of Bylaws, including an amendment to the bylaws, may establish one or more
procedures by which the Corporation regulates transactions that would, when
consummated, result in a change of control of the Corporation.
SECTION 7.3 REMOVAL OF DIRECTORS. Any director (or all of the directors)
may be removed with or without cause by either the shareholders or the Board of
Directors. Any director (or all of the directors) may be removed by the
shareholders only at a meeting called for the purpose of removing the
director(s), and the meeting notice must state that a purpose of the meeting is
removal of the director(s). Any of the directors (or all of the directors) may
be removed by the Board of Directors at any meeting of the Board, and no notice
is required. In either case, a director may be removed only if the number of
votes cast to remove the director exceeds the number of votes cast not to remove
the director.
SECTION 7.4 AMENDMENT OF ARTICLES OF INCORPORATION. The Corporation may
amend these Articles of Incorporation at any time to add or change a provision
that, as of the effective date of the amendment, is required or permitted to be
in the Articles of Incorporation or to delete a provision that, as of the
effective date of the amendment, is not required to be in the Articles of
Incorporation. Amendments to the Articles of Incorporation shall be adopted in
any manner prescribed or permitted by the provisions of the Law as of the
effective date of the amendment. All rights and powers conferred upon the
shareholders or the directors by the Articles of Incorporation or the Code of
Bylaws are subject to this reserved right to amend the Articles of
Incorporation. An amendment is adopted if the votes cast favoring the amendment
exceed the votes cast opposing the amendment.
SECTION 7.5 POTENTIALLY ABANDONED PROPERTY. After a period of six (6)
years from the date specified for payment or delivery, the following property
shall revert to and become the property of the Corporation:
(a) An unclaimed dividend, distribution or other sum payable to a
shareholder,
(b) An unclaimed sum payable to any claimant on any obligation of
the Corporation,
(c) Any unclaimed funds or other property, tangible or intangible,
held by the Corporation for the benefit of any person other than the
Corporation, and
(d) The interest, income, earnings or appreciation on any of the
funds or property described above.
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Before the end of the seventh year after the date that particular funds or
property described above should have been paid, distributed or delivered, the
Secretary shall prepare the Corporation's written claim to the funds or property
including the interest, income, earnings or appreciation.
ARTICLE VIII
INDEMNIFICATION
SECTION 8.1 SCOPE OF INDEMNIFICATION. The Corporation shall indemnify the
individuals listed in Section 8.2 against liability (including expenses)
asserted or incurred in the defense of any proceeding to which the individual
was made a party or a witness because of his status with the Corporation and in
which the individual was (a) wholly successful on the merits or otherwise or (b)
in which the Corporation (acting in accordance with Section 8.4) determines that
the individual's conduct and beliefs met the standard of conduct prescribed by
the Law, although the individual was not wholly successful on the merits or
otherwise or (c) a court determines that the individual is entitled to
indemnification. However, in a proceeding brought by or in the right of the
Corporation, if an individual was adjudged liable to the Corporation,
indemnification shall be made only upon order of a court acting upon the
individual's application for court-ordered indemnification.
SECTION 8.2 INDIVIDUALS ELIGIBLE FOR INDEMNIFICATION. The following
individuals are eligible for indemnification, as described in this Article VII:
any director, officer, employee or agent of the Corporation including an
individual who is or was (or agreed to be) a director, officer, employee or
agent of the Corporation or an individual who, while a director, officer,
employee or agent of the Corporation, is or was serving (or agreed to serve) at
the Corporation's request as a director, officer, partner, trustee, employee or
agent of another foreign or domestic corporation, partnership, limited liability
company, joint venture, trust, employee benefit plan, or other enterprise,
whether for profit or not. The provisions of the Law governing mandatory and
permissive indemnification of directors shall be applicable to indemnification
under these Articles whether or not the eligible individual is a director.
SECTION 8.3 ADVANCES. Subject to the conditions prescribed by the Law and
in accordance with Section 8.4, the Corporation shall pay for or reimburse the
reasonable expenses incurred by an eligible individual who is a party to or
witness in a proceeding, in advance of the final disposition of the proceeding.
SECTION 8.4 DETERMINATIONS BY THE CORPORATION. If the eligible individual
was not wholly successful on the merits or otherwise, the Corporation shall
authorize payments in each specific case only after a determination has been
made, in a manner allowable by the Law, that indemnification is permissible in
the circumstances because the individual has met the standard of conduct
prescribed by the Law.
SECTION 8.5 INSURANCE. The Corporation may purchase and maintain insurance
on behalf of any individual described in Section 8.2, whether or not the
Corporation would have power under these Articles or the Law to indemnify the
individual against the liabilities covered by insurance. The insurance may
provide coverage for liability to the Corporation.
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SECTION 8.6 TERMS. Unless the context clearly requires otherwise, any term
used in this Article VIII shall have the meaning ascribed to it in the Law.
SECTION 8.7 INDEMNIFICATION AUTHORIZED BY CONTRACT OR RESOLUTION.
Indemnification under this Article VIII does not exclude and shall not be deemed
to limit any other right to indemnification that an individual may have under a
contract, a resolution adopted by the Board of Directors or a resolution or
other authorization adopted by the. shareholders.
SECTION 8.8 SURVIVAL. With respect to any liability incurred or any act
(or failure to act) occurring while this Article VIII is in effect, this Article
VIII shall be- a contract between the Corporation and the eligible individual.
As a contract, the provisions of this Article VIII shall survive the amendment
or repeal of this Article VII or the Law and shall be binding upon and inure to
the benefit of an eligible individual and his heirs and personal
representatives, after he ceases to be a director, officer, employee or agent of
the Corporation.
SECTION 8.9 SEVERABILITY. If any provision of this Article VIII or its
application to any individual or circumstance shall be invalid or unenforceable
to any extent or in any jurisdiction, the remainder of this Article VIII and the
application of its provisions to other individuals or circumstances or in other
jurisdictions shall not be affected and shall be enforced to the extent
permitted by law.
/s/ Diane Hubbard Kennedy
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Signature
Diane Hubbard Kennedy
Incorporator
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