EXHIBIT 3.5
THE STATE OF OHIO, COUNTY OF HAMILTON...... ss.
Personally appeared before me, the undersigned, a Notary Public, in and
for said county this 20th day of August, 1931, the above named John N. Gatch,
Philip Hinkle and Catherine K. Toerner, who each severally acknowledged the
signing of the foregoing articles of incorporation to be his free act and deed,
for the [ILLEGIBLE] and purposes therein mentioned.
WITNESS my hand and official seal on the day and year last aforesaid.
[Notary seal] /s/ Robert P. Klenmann
-----------------------
Robert P. Klenmann
Notary Public
Hamilton County, Ohio
Sec. [ILLEGIBLE]. A corporation for profit may be formed hereunder for any
purpose or purposes, other than for carrying on the practice of any profession,
for which natural persons lawfully may associate themselves, provided that where
the General Code [ILLEGIBLE] special provision for the filing of articles of
incorporation of designated classes of corporations, such corporations shall be
formed under such provisions and not hereunder. Corporations for the erection,
owning and conducting of sanitariums for receiving and caring for patients,
their medical and hygienic treatment and instruction of nurses in the treatment
of disease and of hygiene shall not be deemed to be forbidden hereby.
Sec. [ILLEGIBLE]. Any number of natural persons, not less than three, a
majority of whom are citizens of the United States, may become a corporation, by
subscribing, acknowledging and filing in the office of the secretary of state
articles of incorporation, hereafter called articles, setting forth:
1. The name of the corporation, which may begin with the word "the" and
shall end with or include "company," "co.," "corporation," "incorporated," or
"inc." except as otherwise provided by law.
2. The place in this state where the principal office of the corporation
is to be located.
3. The purpose or purposes for which it is formed.
4. The maximum number and the par value of shares with par value, and the
maximum number of shares without par value which the corporation is authorized
to have outstanding; and if the shares are to be classified--
(a) the designation of each class, the number and par value, if any, of
the shares of each class and, if desired, of the series of any class; and
(b) the express terms and provisions of the shares of each class.
"Express terms and provisions," as used in this act, shall mean any
dividend rates, preferences, conversion rights, voting rights, pre-emptive
rights, rights in stated capital, option rights, participation rights,
redemption rights, which may be [ILLEGIBLE] or of the corporation or at a
specific time or in a specific event, amounts payable on redemption of
[ILLEGIBLE] merger, or sale of entire assets of the corporation (hereinafter
sometimes designated "liquidation price"), right of alteration of express terms
and provisions and any other relative rights of shareholders, or any
restrictions or qualifications of the rights of the holders of shares of any
class, which are expressed in the articles.
In lieu of stating the dividend rate, redemption price, or liquidation
prices of shares of any class, or the series of any class of shares, or the
number of shares constituting any series, the articles may authorize the board
of directors of the corporation, at one time or from time to time, within the
limitations and restrictions stated therein, to fix or alter such dividend rate,
redemption price, or liquidation price, or the series or the number of shares
constituting any series or any of them, in respect of shares [ILLEGIBLE] or in
the treasury of the corporation, by adopting an amendment to the articles, which
amendment shall be filed in the effect of the secretary of state before the
issuance of any such shares, or the disposal of treasury shares on terms so
fixed [ILLEGIBLE].
5. The amount of capital with which the corporation will begin business,
which shall not be less than five hundred dollars.
6. If desired, the amount of consideration for which subscriptions to
shares without par value may be received by the incorporators, and the valuation
of any considerations to be received for shares either with or without par value
proposed to be [ILLEGIBLE] issued.
7. Any lawful provisions which may be desired for the purpose of defining,
limiting and regulating the exercise of the authority of the corporation, or of
the directors or of the shareholders or of any class of shareholders or, for the
purpose of creating and defining rights and privileges of the shareholders among
themselves. Any provisions authorized to be made in the regulations of a
corporation may, if [ILLEGIBLE] in its articles.
If the corporation is for a purpose which [ILLEGIBLE] construction of a
steam or electric railroad in more than one county or state, the articles shall
also set forth its termini[ILLEGIBLE] in this state into or through which it or
its branches will pass.
A written appointment of an agent [ILLEGIBLE], tax notices and demands
against such corporation may be served as hereafter provided shall be filed with
[ILLEGIBLE].
N.B. New matter. n 113 Ohio [ILLEGIBLE].
1552 [ILLEGIBLE]
Page 20 Line 11
Number 147731
Form A
Articles of Incorporation
-OF-
THE CINCINNATI MILLING MACHINE CO. AND CINCINNATI GRINDERS INC. SALES CO.
Filed in the office of the Secretary of State, at Columbus, Ohio on the
20 day of Aug., 1931, and recorded in Volume 399, Page 483 of the Records of
Incorporation.
/s/ [ILLEGIBLE]
- ---------------
Secretary of State
Remarks
Articles of incorporation must be subscribed by at least three persons, a
majority of whom must be citizens of the United States [ILLEGIBLE]
/s/ ILLEGIBLE
- -------------
Cincinnati, Ohio
CORPORATION FOR PROFIT 1552 934 UNCLASSIFIED SHARES WITH PAR VALUE
ARTICLES OF INCORPORATION
--OF--
THE CINCINNATI MILLING MACHINE CO. AND CINCINNATI GRINDERS INC. SALES CO.
(Name of Corporation)
The undersigned, a majority of whom are citizens of the United States,
desiring to form a corporation, for profit, under the General Corporation Act of
Ohio, do hereby certify:
FIRST. The name of said corporation shall be THE CINCINNATI MILLING MACHINE CO.
AND CINCINNATI GRINDERS INC. SALES CO.
SECOND. The place in Ohio where the principal office is to be located is
CINCINNATI, HAMILTON County.
(City, Village or Township)
THIRD. The purpose or purposes for which it is formed are:
To buy, manufacture or otherwise acquire, own, hold, sell or otherwise
dispose of, trade and otherwise deal in, machinery, machine tools, accessories,
tools, supplies, parts, materials, goods, wares, merchandise and personal
property of all kinds, both tangible and intangible;
To acquire by purchase, application or otherwise, own, hold, sell or
otherwise dispose of or otherwise deal in, develop and perfect inventions,
processes, methods, patents, applications, patent rights and privileges,
copyrights, trade marks and trade names, or any rights, options or contracts of
similar nature or relating thereto or connected therewith;
To acquire, own, hold and dispose of such real estate or interests in real
estate as shall be necessary, convenient or expedient to accomplish any of said
purposes;
To do all such further acts as are necessary, convenient or expedient to
accomplish the above purposes;
The enumeration of the above purposes in these Articles of Incorporation,
shall not be held to limit or restrict in any manner the general powers of the
corporation and it shall have all capacity permitted by law.
FOURTH. The maximum number of shares which the corporation is authorized
to have outstanding is Two Hundred and Fifty (250), all of which shall be with a
par value of One Hundred Dollars ($100.00) each.
FIFTH. The amount of capital with which the corporation will begin
business is Five Hundred Dollars ($500.00).
IN WITNESS WHEREOF, We have hereunto subscribed our names this 10th day of
August 1932.
/s/ [ILLEGIBLE]
/s/ [ILLEGIBLE]
/s/ [ILLEGIBLE]
ALL ARTICLES OF INCORPORATION FILED ON OR AFTER JULY 23, 1929, MUST
BE ACCOMPANIED BY FOLLOWING DESIGNATION OF AGENT.
---------------
ORIGINAL APPOINTMENT OF AGENT
Ohio Corporation,
Section 8623-129,General Code.
---------------
KNOWN ALL MEN BY THESE PRESENTS, That WALTER H. GEIER of Marburg Ave. & South
St., Name of Agent Street or Avenue
in Oakley, Cincinnati, Hamilton County, Ohio, a natural person and resident of
City or Town
said county, being the county in which the principal office of THE CINCINNATI
MILLING MACHINE CO. AND CINCINNATI GRINDERS INC. SALES CO.
Name of Corporation
is located, is hereby appointed as the person on whom process, tax notices and
demands against said THE CINCINNATI MILLING MACHINE CO. AND CINCINNATI GRINDERS
Name of Corporation
INC. SALES CO. may be served.
THE CINCINNATI MILLING MACHINE CO.
AND CINCINNATI GRINDERS INC. CO.
Name of Corporation
/s/ [ILLEGIBLE]
/s/ [ILLEGIBLE]
/s/ [ILLEGIBLE]
Incorporators
(To be executed by all or a
majority of the Incorporators
at a time of the organization)
Cincinnati, Hamilton Co., Ohio,
THE CINCINNATI MILLING MACHINE CO. August 19, A.D. 1931
AND CINCINNATI GRINDERS INC. SALES CO.
Name of Corporation
Cincinnati, Ohio
Gentlemen: I hereby accept the appointment as the representative of
your company upon whom process, tax notices, or demands may be served.
/s/ [ILLEGIBLE]
-------------------------
Agent
---------------
State of Ohio,
County of HAMILTON ss.:
Personally appeared before me, the undersigned, a Notary Public in and
for said County, this 19th day of August, A.D. 1931, the above named Walter H.
Geier who acknowledged the signing of the foregoing to be his free act and deed
for the uses and purposes therein mentioned.
WITNESS my hand and official seal on the day and year last aforesaid.
/s/ Harry S. Williams
----------------------------
Notary Public in and for
HAMILTON County, Ohio,
HARRY S. WILLIAMS
Notary Public, Hamilton County, Ohio
My Commission Express July 1, 1932
[ILLEGIBLE]
If no amendment is proposed for any of the purposes hereafter in
paragraphs 1, 2 or 3 of this section, then in addition to the affirmative vote
required by the preceding paragraph, the amendment must be adopted by the
affirmative vote of the [ILLEGIBLE] (or much larger [ILLEGIBLE] may permit or
[ILLEGIBLE]) of each class [ILLEGIBLE] to voter [ILLEGIBLE] of [ILLEGIBLE]
specified, regardless of [ILLEGIBLE] the voting power of [ILLEGIBLE], via:
1. If the purpose is:
To [ILLEGIBLE] par value, or
To change [ILLEGIBLE] shares with [ILLEGIBLE] par value from a
different number of shares of the same class, or
To change [ILLEGIBLE] shares of any class with or without par
value [ILLEGIBLE] or a different number of shares of [ILLEGIBLE] with or without
par value [ILLEGIBLE], or
To change the [ILLEGIBLE] provisions of [ILLEGIBLE]
substantially [ILLEGIBLE], then in any such [ILLEGIBLE] the holders of the
issued shares of the [ILLEGIBLE] proposed to be changed by such amendment shall
have the right to vote thereon.
2. If the purpose is to change the express [ILLEGIBLE] of issued
shares of any class is any way [ILLEGIBLE] to the holders of any class of shares
junior therein, then in any [ILLEGIBLE], the holders of the [ILLEGIBLE] shares
of each junior class should have the right to vote thereon.
3. If any proposed amendment would substantially change the purpose
or purposes of the organization, then the holders of shares of every class shall
have the right to vote theron.
Whenever it is proposed to change issued shares into a different number of
shares of the same class, or to change issued shares into the same or a
different number of shares of another class, shareholders or [ILLEGIBLE]
specified, the amendment shall specify the number and class of shares as to be
changed and the basis of the change. When by amendment issued shares of any
class are changed into shares of another class, the amendment may, if desired,
provide that the authorized [ILLEGIBLE] of the class [ILLEGIBLE], shall not be
deemed to be reduced or affected by such change.
If the purpose of the amendment is (a) to change the express terms and
provisions of any outstanding shares having [ILLEGIBLE] dividend, redemption
price or liquidation price over any other class of shares, or (b) substantially
to change the purpose of purposes of a corporation, then in any such case,
dissenting holders of shares of the class, the express terms and provisions of
which [ILLEGIBLE], if substantially prejudiced by amendment, unless the articles
otherwise provide or permit such amendment or change, or, in cases of such
change of purpose or purposes dissenting shareholders of any class, shall, if
substantially prejudiced thereby, be entitled to relief under the conditions and
in the [ILLEGIBLE] hereinafter in this act provided.
Upon the adoption of any amendment, a certificate containing a copy of the
resolutions adopting such amendment and a statement of the manner of the
adoption of
such resolution should be filed in the office of the secretary of state and
[ILLEGIBLE] the articles shall be deemed amended according to such resolution
and any change of shares provided for therein shall become effective.
In case of an amendment adopted by the incorporators such certificate
shall be signed by each of them.
In case of an amendment adopted by the director or shareholders the
certificate shall be signed by the president or vice-president and the secretary
or assistant secretary.
In case of an amendment adopted by the board of directors to authorize
shares to meet conversion [ILLEGIBLE] provided, the certificate of amendment
shall also contain a statement describing the convertible securities and that
prior to the adoption of such amendment the corporation did not have authorized
a sufficient number of unissued shares to meet with conversion rights, if
exercised.
In case of an amendment adopted by the board of directors to authorize
shares to meet options on [ILLEGIBLE] provided, the certificate of amendment
shall also contain a statement showing how much [ILLEGIBLE] are evidenced the
terms and provisions upon which they may be exercised and that prior to the
adoption of such amendment the corporation did not have authorized a sufficient
number of unissued shares to meet such options, if exercised.
A copy of a certificate of amendment changing the name or principal office
of a corporation certified by the secretary of state may be recorded in the
office of the recorder of any county in this state, and for such recording a fee
of five dollars shall be charged.
If issued shares without par value are changed into the same or a
different number of shares having par value, the aggregate par value of the
shares into which the shares without par value are changed shall not exceed the
amount of stated capital by such shares without par value, plus the amount of
surplus then transferred to stated capital; nor be less than the amount of
stated capital represented by such shares unless stated capital is concurrently
reduced as hereafter in this not provided.
If shares having par value are changed into shares without par value, the
corporation shall be deemed to [ILLEGIBLE] for such shares without par value on
as amount of consideration equal to the aggregate par value of the shares as
changed and the stated capital of the [ILLEGIBLE] by shares without par value
shall be increased by an amount equal to such aggregate par value unless stated
capital is concurrently reduced.
The stated capital of a corporation shall not be reduced except in the
manner in this act provided.
Upon the adoption of any amendment, a corporation may file amended
articles in the office of the secretary of state in [ILLEGIBLE] of a certificate
of amendment which authorized by the vote of the holders of shares entitling
them to exercise two-thirds [ILLEGIBLE] proportion, not less than a majority, as
the articles may permit or require of the voting power of the corporation on
each [ILLEGIBLE].
The amended articles, which may differ from the theretofore excluding
articles in the respects authorized by the resolution of amendment, shall
contain a statement that they supercede and take the place of the theretofore of
the existing articles of incorporation, and shall often contain all the
statements required by this act to be included in original articles.
In lieu of stating the amount of capital with which the corporation will
begin business, the amended articles shall state the amount of its stated
capital at the time of filing the amended articles.
The president or vice president of the corporation and the secretary or an
assistant secretary shall subscribe and acknowledge a certification [ILLEGIBLE]
amended articles with each certificate shall be filed in the office of the
secretary of state and thereupon the articles shall be deemed to be amended, and
such amended articles shall [ILLEGIBLE] and take the place of the then existing
articles of the corporation and all amendments thereto.
A copy of such amended articles and the certificate thereto certified by
the secretary of state shall be given [ILLEGIBLE] evidence of the [ILLEGIBLE]
and performance of all antecedent acts and conditions necessary to the adoption
of such amended articles and of the fact that they supercede and take the place
of the then existing articles and all amendments thereto and of the [ILLEGIBLE]
to such amended articles.
Upon such filing the secretary of state shall change the [ILLEGIBLE] from
the would be changed upon the filing of a certificate of amendment [ILLEGIBLE]
the amendments [ILLEGIBLE] by such filing.
229 Line 19
Number 147231
Form AMDT. For Profit.
AMENDMENT
OF
Cincinnati Milling Machine
Cincinnati Grinders, Inc.
In the office of the Secretary of State.
[ILLEGIBLE] Ohio on the 16 day of
Sept. 1931 and recorded
Volume [ILLEGIBLE] Page [ILLEGIBLE]
Articles of incorporation
/s/ [ILLEGIBLE]
---------------
Secretary of State
N.B. If amended Articles are
[ILLEGIBLE] must be acknowledged.
CERTIFICATE FOR FILING
[ILLEGIBLE]
AMENDED ARTICLES OF INCORPORATION OF
Cincinnati Milling Machine and Cincinnati Grinders Incorporated
with its principal office located at Cincinnati, Hamilton County, Ohio, do
hereby certify that a meeting of the holders of the shares of said corporation
entitling them to vote on the proposal to adopt the Amended Articles as
contained in the following resolution was duly called and held on the 14th day
of September, 1931, at which meeting a quorum of such shareholders* was present
in person or by proxy, and that by the affirmative vote of the holders of shares
entitling them to [ILLEGIBLE] two-thirds, vis. all of the voting power of the
corporation on such proposal* the following resolution of amendment was adopted:
"RESOLVED, That the following articles of incorporation of this company be
and they are hereby amended so as to change the name of the corporation to
CINCINNATI MILLING MACHINE AND CINCINNATI GRINDERS INCORPORATED."
* Strike out matter in parenthesis if not necessary.
Sec. 8623-15
***
1. Before any subscription to shares *** shall have been reviewed by the
Incorporation, and amendment or amended articles may be adopted in [ILLEGIBLE]
signed by all of the incorporators.
2. After *** any subscription to shares shall have been [ILLEGIBLE], *** an
amendment may be adopted by the board of directors in the following cases only:
a. When so authorized by the articles, the board of directors may adopt an
amendment, in respect *** of any unissued or treasury shares of any class ***,
to fix or alter the division of such shares into series, the designation and
number of shares of each series, the dividend rate, dates of payment of
dividends and dates from which they are cumulative, redemption rights and
price, liquidation price, sinking fund requirements, conversion rights, and
restrictions on issuance of shares of the same series or of any other class of
series.
b. ***When the corporation shall have issued shares or any other
securities convertible into shares of the corporation, or shall have granted
options to purchase any shares as in this act provided, and such conversion or
option rights are set forth in the articles or shall have been approved by the
same vote of shareholders as, at the time of such approval, would have been
required to amend the articles to authorize the shares required for such
purpose, and the corporation in any such case shall not have sufficient
authorized but un-issued shares to [ILLEGIBLE] such conversion or option
rights, then an amendment to authorize such shares may be adopted by the board
of directors.
3. After *** any subscription to shares shall have been received, any
amendment (including any that could be adopted by the board of directors as
hereinbefore provided) may be adopted, at a meeting of shareholders *** called
for such purpose, by the affirmative vote of the holders of shares entitled
under the articles to exercise at least two-thirds of the voting power of the
corporation on such proposal, (or if the articles so provide or permit, a
greater or lesser proportion but not less than a majority if such voting power),
and by such vote of the holders of any particular class or classes of shares as
may be required by the articles and the provisions, when applicable, of
subdivision (4) hereof. Whenever under said subdivision (4) any class of shares
is entitled to vote on an amendment to vote on an amendment, such amended must
receive the affirmative vote of the holders of at least two-thirds (or if the
articles so provide or permit, a greater or lesser proportion but not less than
a majority) of the shares of each class. If the proposed amendment would
authorize any particular corporate action which, under any other section of this
act or the existing articles, could be authorized or done only by or pursuant to
a specified vote of shareholders, then such amendment must be adopted by a vote
not less than the vote so specified.
***4. Regardless of limitations or restrictions in the articles on the voting
rights of any class, the holders of the shares of a particular class (and in
case specified in clause (f) below, the holders of the shares of every class)
shall be
entitled to vote as a class upon a proposed amendment which would
a. increase or reduce the par value of the issued shares of that class or
b. change any issued shares of that class into a different number of
shares of the same class or into the same or a different number of shares of any
class or classes, with or without par value, theretofore or then authorized, or
c. to change the express [ILLEGIBLE] class in any manner [ILLEGIBLE]; or
d. change the [ILLEGIBLE] shares of any class senior to the [ILLEGIBLE]
substantially prejudicial to the holders [ILLEGIBLE]
e. authorize the conversion of shares of another class into shares of each
particular class, or authorize the board of directors to fix or alter rights to
convert shares of another class into shares of such particular class; or
f. substantially change the purposes of the corporation.
5. An amendment which changes issued shares into a different number of
shares of the same class or into the same or different number of shares of any
class or classes shall specify the number and class of shares so changed and
the number of shares of the same class or classes into which they are changed.
6. In lieu of or in addition to adopting an amendment or amendments to the
articles, the shareholders may adopt amended articles by the same vote as that
hereinbefore.
Amended articles may also be adopted to consolidate the required to effect
the desired changes in the articles, provisions of the original articles and of
all previously adopted amendments to the articles that are in force at the
time, by the affirmative vote of the holders of shares entitled under the
articles to exercise a majority of the voting power of the corporation.
Amended articles shall contain all statements required by this act to be
included in original articles, (provided that in lieu of stating the amount of
capital with which the corporation will begin business, the amended articles
shall state the amount of its stated capital at the time of adopting the
amended articles) and the statements required by sub-division (5) above, and a
statement that they supercede and take the place of the theretofore existing
articles.
7. Upon the adoption of any amendment or amended articles, a certificate
containing a copy of the resolution adopting such amendment or amended articles
and a statement of the manner of *** its adoption shall be filed in the office
of the secretary of state, and thereupon the articles shall be *** amended ***
accordingly and say change of shares provided for therein shall become
effective, and such amended articles shall supercede and take the place of the
then existing articles of the corporation and all amendment thereto.
In case of an amendment or amended articles adopted by the incorporators,
such certificate shall be signed by each of them.
In case of an amendment adopted by the directors or an amendment or
amended articles adopted by the shareholders, the certificate shall be signed
by the president or vice president and the secretary or assistant secretary.
***
8. A copy of *** an amendment or amended articles changing the name or
principal office of a corporation certified by the secretary of state may be
recorded in the office of the recorder of
any county in this state, and for such recording fee of five dollars shall be
charged.
***
9. An amendment or amended articles, when adopted in the manner prescribed
in this section, shall in the absence of clear and convincing proof of the
contrary be presumed to be fair and equitable in every respect to all
shareholders.
[ILLEGIBLE]
AMENDED ARTICLES OF INCORPORATION
FIRST: The name of the corporation is CINCINNATI MILLING AND GRINDING
MACHINES, INC.
SECOND: The place in the State of Ohio where its principal office is
located in the City of Cincinnati, Hamilton County.
THIRD: The purpose of the corporation are as follows:
To buy, manufacture or otherwise acquire, own hold, sell or
otherwise dispose of, trade and otherwise deal in, machinery, machine tools,
accessories, tools, supplies, parts, materials, goods, wares, merchandise and
personal property of all kinds, both tangible and intangible;
To acquire by purchase, application or otherwise, own, hold,
sell or otherwise dispose of or otherwise deal in, develop and perfect
inventions, processes, methods, patents, applications, patent rights and
privileges, copy rights, trade marks, and trade names, or any rights, options
or contracts of similar nature or relating thereto or connected therewith;
To acquire, own, hold, and dispose of such real estate or
interests in real estate as shall be necessary, convenient, or expedient to
accomplish any of said purposes;
To do all such further acts as are necessary, convenient, or
expedient to accomplish the above purposes;
The enumeration of the above purposes in these Articles of
Incorporation, shall not be held to limit or restrict in any manner the general
powers of the corporation and it shall have all capacity permitted by law.
B676 1148
RECEIPT AND CERTIFICATE NO. 8451
CINCINNATI MILACRON COMPANY formerly CINCINNATI MILLING AND GRINDING
MACHINES, INC.
-------------------------------------------------------------------
NAME
147731
------
NUMBER
DOMESTIC CORPORATION MISCELLANEOUS FILINGS
ARTICLES OF INCORPORATION ANNEXATION/INCORPORATION-CITY
AMENDMENT OR VILLAGE
MERGER/DELETED RESERVATION OF CORPORATE NAMES
DISSOLUTION REGISTRATION OF NAME
AGENT REGISTRATION OF NAME RENEWALS
RE-INSTATEMENT REGISTRATION OF NAME - CHANGE
CERTIFICATES OF CONTINUED OF REGISTRANTS ADDRESS
EXISTENCE TRADE MARK
MISCELLANEOUS TRADE MARK RENEWAL
SERVICE MARK
FOREIGN CORPORATIONS SERVICE MARK RENEWAL
LICENSE MARK OF OWNERSHIP
AMENDMENT MARK OF OWNERSHIP RENEWAL
SURRENDER OF LICENSE EQUIPMENT CONTRACT/CHATTEL
APPOINTMENT OF AGENT MORTGAGE
CHANGE OF ADDRESS OF AGENT POWER OF ATTORNEY
CHANGE OF PRINCIPAL OFFICE SERVICE OF PROCESS
RE-INSTATEMENT MISCELLANEOUS
FORM 7 ASSIGNMENT - TRADE MARK, MARK
PENALTY OF OWNERSHIP, SERVICE MARK,
REGISTRATION OF NAME
I certify that the attached document was received and filed in the
office of TED W. BROWN, Secretary of State, at Columbus, Ohio, on the 1st day of
May A.D. 1970, and recorded on Roll B676 at Frame 1148 of the RECORDS OF
INCORPORATION and MISCELLANEOUS FILINGS.
/s/ Ted W. Brown
-----------------
TED W. BROWN,
Secretary of State
Filed by and Returned To: Cincinnati Milacron Inc.
4701 Marburg Avenue
Cincinnati, Ohio 45209 Att: Raymond G. Wilson
FEE RECEIVED: $ 25.00
NAME: CINCINNATI MILACRON COMPANY formerly CINCINNATI MILLING
AND GRINDING MACHINES, INC.
B676 1149
147731
APPROVED
BY [ILLEGIBLE]
Date 5-1-70
Amount 25.00
CERTIFICATE OF MERGER
OF
CINCINNATI LATHE AND TOOL CO.
AND
CINCINNATI MILLING AND GRINDING MACHINES, INC.
The undersigned, president and secretary of Cincinnati Lathe and Tool
Co., and president and secretary of Cincinnati Milling and Grinding Machines,
Inc., do hereby certify that the following is a signed agreement of merger
adopted by each of said corporations in the manner set forth below:
B676 1150
AGREEMENT OF MERGER OF
CINCINNATI LATHE AND TOOL CO. AND
CINCINNATI MILLING AND GRINDING MACHINES, INC.
This agreement made this 22nd day of April, 1970 between Cincinnati
Lathe and Tool Co., an Ohio corporation, whose principal office is at 4701
Marburg Ave., Cincinnati, Ohio (hereinafter called "CLT"), and Cincinnati
Milling and Grinding Machines, Inc., an Ohio corporation, whose principal office
is at 4701 Marburg Ave., Cincinnati, Ohio (hereinafter called "CM"), said
corporations being together hereinafter sometimes called the "constituent
corporations".
The Articles of Incorporation of CLT were filed in the office of the
Secretary of State of Ohio on November 5, 1945, No. 191326, recorded in Volume
506 at page 41 of the Records of Incorporation in said office with a par value
of one hundred dollars ($100) each, of which one thousand shares are now
outstanding.
The Amended Articles of Incorporation of CM were filed in the office of
the Secretary of State of Ohio on April 25, 1942, No. 147731, recorded in Volume
4836 at page 699 of the Records of Incorporation in said office. CM is
authorized to issue two hundred fifty (250) common shares with a par value of
one hundred dollars ($100) each, of which two hundred fifty shares are now
outstanding.
The respective boards of directors of the constituent corporations deem
it advisable that the constituent corporations be merged under the General
Corporation Law of Ohio, and all of the members of the respective boards of
directors have approved this agreement without meetings of the Boards, in
writings approved and signed as specified in Section 1701.54 of the Ohio Revised
Code.
Now, therefore, in consideration of the premises and of the agreement
herein contained, the constituent corporations do hereby agree that CLT be
merged and into CM, hereinafter sometimes called the "Surviving Corporation";
and that the terms and conditions of the merger, the mode of carrying it into
effect, and the manner and basis of converting the shares of the constituent
corporations to shares of the Surviving Corporation are, and shall be as
follows:
FIRST. The name of the Surviving Corporation shall be "Cincinnati
Milacron Company".
SECOND. The place in the State of Ohio where the principal office of
the Surviving Corporation is to be located is Hamilton County, Ohio.
- 2 -
B676 1151
THIRD. The purpose or purposes for which the Surviving Corporation is
formed are:
To manufacture, buy or otherwise acquire, own, hold, sell or
otherwise dispose of, trade and otherwise deal in, machinery,
machine tools, accessories, tools, supplies, parts, materials,
goods, wares, merchandise and personal property of all kinds, both
tangible; and intangible;
To acquire by purchase, application or otherwise, own, hold, sell or
otherwise dispose of or otherwise deal in, develop and perfect
inventions, processes, methods, patents, applications, patent rights
and privileges, copyrights, trade marks and trade names, or any
rights, options or contracts of similar nature or relating thereto
or connected therewith;
To acquire, own, hold and dispose of such real estate or interests
in real estate as shall be necessary, convenient or expedient to
accomplish any of said purposes;
To do all such further acts as are necessary, convenient or
expedient to accomplish the above purposes;
The enteration of the above purposes in these Articles of
Incorporation, shall not be held to limit or restrict in any manner
the general powers of the corporation and it shall have all capacity
permitted by law.
FOURTH. The authorized number of common shares of the Surviving
Corporation is one thousand two hundred fifty (1,250), all of which shall be
with a par value of one thousand dollars ($1,000) each.
FIFTH. At the effective date of the merger the amount of stated capital of
each class of shares to be outstanding is one million two hundred fifty
thousand dollars ($1,250,000.).
- 3 -
B676 1152
SIXTH. The amount of the earned surplus of said surviving corporation
shall be the lesser of (a) the excess, if any, of the assets of the surviving
corporation, taken at their fair value to the surviving corporation, over the
sum of its liabilities, including liabilities derived from the constituent
corporations or resulting from the merger, and stated capital, and (b) the
combined earned surplus of the constituent corporations diminished by the
deficit of any constituent corporation.
SEVENTH. The names of the first directors of the Surviving Corporation and
their addresses are as follows:
W. K. Mathias 6605 Pleasant Street, Cincinnati, Ohio 45227
P. O. Geier, Jr. 6000 Redbirdhollow Lane, Cincinnati, Ohio 45243
W. P. Clark 8592 Sturbridge Drive, Cincinnati, Ohio 45213
C. H. Altbaier 6500 Ridge Circle, Cincinnati, Ohio 45213
M. W. Gormly 7330 Miami Hills Drive, Cincinnati, Ohio 45243
R. C. Messinger 7360 Algonquin Drive, Cincinnati, Ohio 45243
F. V. Geier 8880 Old Indian Hill Road, Cincinnati, Ohio 45243
A. T. Blackburn 6825 Buttonwood Court, Cincinnati, Ohio 45230
J. A. D. Geier 9100 Kugler Mill Road, Cincinnati, Ohio 45243
R. C. Bevis 9125 Cunningham, Cincinnati, Ohio 45243
W. F. Mericle 310 Compton Hills Drive, Cincinnati, Ohio 45215
C. R. Meyer 8075 Remington Road, Cincinnati, Ohio 45242
H. V. Edwards 6250 Shadyglen Road, Cincinnati, Ohio 45243
L. H. Cousineau 8175 Brill Road, Cincinnati, Ohio 45243
EIGHTH. The names of the first officers of the Surviving Corporation and
their respective offices and addresses are as follows:
Chairman of the Board W. K. Mathias 6605 Pleasant St.,
Cincinnati, Ohio
President P. O. Geier, Jr. 6000 Redbirdhollow
Lane, Cincinnati, O.
Vice President W. P. Clark 8592 Sturbridge Drive,
Cincinnati, O.
do C. H. Altbaier 6500 Ridge Circle,
Cincinnati, O.
do M. W. Gormly 7330 Miami Hills Drive,
Cincinnati, O.
do C. R. Eby 8055 S. Clippinger
Drive, Cincinnati, O.
do P. J. Gruber 7955 Chinquapin Lane,
Cincinnati, O.
- 4 -
B676 1153
do R. T. Clendening 8778 Sturbridge Drive,
Cincinnati, O.
do L. A. Dever 5573 Mapleridge Drive,
Cincinnati, O.
do R. C. Messinger 7360 Algonquin Drive,
Cincinnati, O.
do E. F. Schloss 7737 Heighgate Place,
Cincinnati, O.
do W. F. Mericle 310 Compton Hills
Drive, Cincinnati, O.
Treasurer L. H. Cousineau 8175 Brill Road,
Cincinnati, O.
Secretary and
Assistant Treasurer Sam Redrow, Jr. 8950 Old Indian Hill
and Statutory Agent Road, Cincinnati, O.
Assistant Treasurer J. A. Steen 3805 Miami, Cincinnati, O.
Assistant Secretory R. J. Hans 10360 Lochcrest Drive,
Cincinnati, O.
Comptroller N. J. Elmore 1387 Thomwood Drive,
Cincinnati, O.
Cashier R. A. Whistler 4105 Pillars Drive
Cincinnati, O.
NINTH. The present Regulations of CM, one of the constituent corporations,
shall be the Regulations of the Surviving Corporation until changed or repealed
according to the provisions thereof.
TENTH. The mode of carrying into effect the merger and the manner and
basis of converting the shares of the constituent corporations to shares of the
Surviving Corporation shall be as follows:
Each outstanding share of CLT shall be and hereby is converted into one
fully paid and non assessable share of the Surviving Corporation.
Each outstanding share of CM shall be and hereby is converted into one
fully paid and non assessable share of the Surviving Corporation.
ELEVENTH. The merger herein provided shall become effective on May 1,
1970.
In Witness whereof, the Constituent Corporations have caused this
agreement to be signed in their respective corporate names and their corporate
seals to be affixed hereto by their respective
- 5 -
B676 1154
president and secretaries, thereunto duly authorized by their respective Boards
of Directors and shareholders.
Cincinnati Lathe and Tool Co.
by /s/ W. H. Bentley
--------------------------------------
W. H. Bentley, President
/s/ R. J. Hans
(Seal) --------------------------------------
Attest: R. J. Hans, Secretary
/s/ R. J. Hans Cincinnati Milling and Grinding
- --------------------- Machines, Inc.
R. J. Hans, Secretary
by /s/ P. O. Geier
------------------------------
P. O. Geier, Jr., President
/s/ Sam Redrow
(Seal) --------------------------------
Attest: Sam Redrow, Jr., Secretary
/s/ Sam Redrow
- -------------------------
Sam Redrow, Jr. Secretary
- 6 -
B676 1155
The undersigned, president and secretary of Cincinnati Lathe and Tool
Company, one of the corporations which executed the forgoing agreement of
merger, hereby certify that, at a meeting of the shareholders said corporation,
duly called for such purpose, and notice whereof was given to all shareholders
of said corporation, whether or not entitled to vote, accompanied by a copy of
summary of the agreement, and which meeting was held on the 22nd day of April,
1970, at which meeting quorum of such shareholders was present in person or by
proxy, said agreement of merger was adopted by the affirmative vote of the
holders of shares of said corporation entitling them to exercise at least
two-thirds of the voting power of said corporation.
The undersigned, president and secretary of Cincinnati Milling and
Grinding Machines, Inc., one of the corporations which executed the foregoing
agreement of merger, hereby certify that, at a meeting of the shareholders of
said corporations, duly called for such purpose, and notice whereof was given to
all shareholders of said corporation, whether or not entitled to vote,
accompanied by a copy or summary or the agreement, and which meeting was held
on the 22nd day of April, 1970, at which meeting a quorum of such shareholders
was present in person or by proxy, said agreement or merger was adopted by
the affirmative vote of the holders of shares of said corporation
- 7 -
B676 1156
entitling them to exercise at least two-thirds of the voting power of said
corporation.
In Witness whereof, the undersigned have hereunto set their hands and the
seals of said corporations respectively at Cincinnati, Ohio this 22nd day of
April, 1970.
/s/ W. H. Bentley
---------------------------------------
(Seal) W. H. Bentley, President of Cincinnati Lathe
Attest: and Tool Company
/s/ R. J. Hans /s/ R. J. Hans
- ----------------------------- ---------------------------
R. J. Hans, Secretary R. J. Hans, Secretary of Cincinnati Lathe
and Tool Company
/s/ P. O. Geier, Jr.
----------------------------------
(Seal) P. O. Geier, Jr., President of Cincinnati
Attest: Milling and Grinding Machines, Inc.
/s/ Sam Redrow Jr. /s/ Sam Redrow
- ------------------ -----------------------------------
Sam Redrow, Jr. Sam Redrow Jr., Secretary of Cincinnati
Secretary Milling and Grinding Machines, Inc.
B0933-1615
THE STATE OF OHIO
[LOGO]
DEPARTMENT OF STATE
TED W. BROWN
SECRETARY OF STATE
CERTIFICATE
It is hereby certified that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of: MER INC. of CINCINNATI MILACRON COMPANY.
United States of America Recorded on Roll B933 at Frame
STATE OF OHIO 1614 of the Records of
Office of the Secretary of State Incorporation and Miscellaneous
Filings.
[SEAL]
Witness my hand and the Seal of the
Secretary of State, at the City of Columbus,
Ohio, this 26TH day of DECEMBER, A.D. 1973
/s/ Ted W. Brown
----------------------------
Secretary of State
B0933-166
147731
APPROVED
By /s/ [ILLEGIBLE]
Date 12/27/73
Payment [ILLEGIBLE]
CERTIFICATE OF MERGER
OF
CINCINNATI MILACRON PM COMPANY
INTO
CINCINNATI MILACRON COMPANY
The Agreement of Merger to which the Certificate is attached having been
approved by the directors of the respective corporations thereto in accordance
with the requirements of Title 17, Chapter 1701 of the Revised Code of Ohio, and
having been adopted separately by the shareholders of each corporate party
thereto, as to the said Cincinnati Milacron Company in accordance with the
requirements of the provisions of Title 17, Chapter 1701 of the Revised Code of
Ohio and as to said Cincinnati Milacron PM Company in accordance with the
requirements of the corporation law of the State of Florida, and that fact
having been certified to by the undersigned officers of the respective parties
to the Agreement of Merger, the said officers do therefor sign this certificate
of merger, pursuant to Section 1701.81 of the Revised Code of Ohio.
/s/ James A. D. Geier
----------------------------------
James A. D. Geier, President of
CINCINNATI MILACRON COMPANY
/s/ Robert J. Hans
----------------------------------
Robert J. Hans, Secretary of
CINCINNATI MILACRON COMPANY
/s/ William Mericle
----------------------------------
William Mericle, President of
CINCINNATI MILACRON PM COMPANY
/s/ Robert J. Hans
----------------------------------
Robert J. Hans, Secretary of
CINCINNATI MILACRON PM COMPANY
AGREEMENT OF MERGER
MERGING
CINCINNATI MILACRON PM COMPANY
A corporation of the State of Florida
INTO
CINCINNATI MILACRON COMPANY
A corporation of the State of Ohio
AGREEMENT OF MERGER, dated this 20th day of December, 1973, made by and between
CINCINNATI MILACRON COMPANY, a corporation organized and existing under the laws
of the State of Ohio, and CINCINNATI MILACRON PM COMPANY, a corporation
organized and existing under and by virtue of the laws of the State of Florida.
WITNESSETH that:
WHEREAS the board of directors of each of said corporations, parties hereto, to
the end that greater efficiency and economy in the management of the business
carried on by each corporation may be accomplished and in consideration of the
mutual agreements of each corporation as set forth herein, do deem it advisable
and generally to the advantage and welfare of said corporations and their
respective shareholders that Cincinnati Milacron PM Company be merged into
Cincinnati Milacron Company and
WHEREAS, said Cincinnati Milacron Company was incorporated by the filing of
articles of incorporation in the office of the Secretary of State of Ohio on the
25th day of April, 1942, and the maximum number of shares which said corporation
is authorized by its articles of incorporation to issue is One Thousand Two
Hundred Fifty (1,250) shares of the par value of One Thousand Dollars ($1,000)
each, which are common stock, of which One Thousand Two Hundred Fifty (1,250)
shares of such common stock are now issued and outstanding and
WHEREAS, said Cincinnati Milacron PM Company by its certificate of incorporation
which was filed in the office of the Secretary of State of Florida on February
18, 1966, has an authorized capital stock consisting of Ten Thousand (10,000)
shares of common stock with a par value of One Dollar ($1.00) each, of which Ten
Thousand (10,000) shares of such common stock are now issued and outstanding,
and
WHEREAS, the provisions of Title 17, Chapter 1701 of the Revised Code of Ohio,
authorizes the merger of corporations organized under the laws of other states
into a corporation organized under the said Laws of Ohio, and the Corporation
Law of Florida, authorizes the merger of a corporation organized under the laws
of the State of Florida, into a corporation organized under the laws of another
State.
NOW, THEREFORE, the corporations, parties to this agreement, have agreed and do
hereby agree as follows:
FIRST: Cincinnati Milacron PM Company, organized and existing under the laws of
the State of Florida, shall be and hereby is merged into Cincinnati Milacron
Company, organized and existing under the laws of Ohio, and said Cincinnati
Milacron Company hereby merges into itself said Cincinnati Milacron PM Company;
said Cincinnati Milacron Company shall be the continuing and surviving
corporation (hereinafter in this agreement referred to as the "surviving
corporation") and shall be governed by the Corporation Law of the State of Ohio.
SECOND: The name of the said surviving corporation is and shall be Cincinnati
Milacron Company.
THIRD: The place in Ohio where the principal office of said surviving
corporation is to be located is 4701 Marburg Avenue, in the City of Cincinnati,
46209, County of Hamilton.
FOURTH: The purposes of the said surviving corporation are and shall be:
To manufacture, buy or otherwise acquire, own, hold, sell, or otherwise
dispose of, trade and otherwise deal in, machinery, machine tools,
accessories, tools, supplies, parts, materials, goods, wares,
merchandise and personal property of all kinds, both tangible; and
intangible;
To acquire by purchase, application or otherwise, own, hold, sell or
otherwise dispose of or otherwise deal in, develop and perfect
inventions, processes, methods, patents, applications, patent rights
and privileges, copyrights, trade marks and trade names, or any rights,
options or contracts of similar nature or relating thereto or connected
therewith;
To acquire, own, hold and dispose of such real estate or interests in
real estate as shall be necessary, convenient or expedient to
accomplish any of said purposes;
To do all such further acts as are necessary, convenient or expedient
to accomplish the above purposes;
The enumeration of the above purposes in these Articles of
Incorporation, shall not be held to limit or restrict in any manner the
general powers of the corporation and it shall have all capacity
permitted by law.
FIFTH: That the maximum number of shares which said surviving corporation shall
be authorized to have outstanding is Two Thousand (2,000) all of which shall be
a par value of One Thousand Dollars ($1,000) each.
SIXTH: The directors of the surviving corporation shall continue in office until
the next annual meeting of shareholders and until their successors shall have
been elected and qualified.
SEVENTH: The regulations of the surviving corporation shall be the present
regulations of Cincinnati Milacron Company.
EIGHTH: Robert J. Hans of 10360 Lochcrest Drive, Cincinnati, Ohio in Hamilton
County, Ohio, is hereby appointed as agent on which process, notices and demands
against any constituent corporation or surviving corporation may be served.
NINTH: The manner and basis of making distribution to the shareholders of
Cincinnati Milacron PM Company, which is by this agreement of merger merged into
Cincinnati Milacron Company, of shares of said surviving corporation, shall be
as follows:
Each holder of one share of common stock of said Cincinnati Milacron PM Company,
upon surrender of the certificate therefor at the office of the surviving
corporation, duly endorsed in blank for transfer, shall receive .075 shares of
common stock, with a par value of One Thousand Dollars ($1.000) of the surviving
corporation.
TENTH: Upon the date when this agreement shall become effective, the separate
existence of Cincinnati Milacron PM Company shall cease and the said Cincinnati
Milacron PM Company shall be merged into the surviving corporation in accordance
with this agreement of merger.
The surviving corporation shall be possessed of all assets and property of every
description, and every interest therein, wherever located, and the rights,
privileges, immunities, powers, franchises, and authority, of a public as well
as of a private nature, of each of the constituent corporations, and all
obligations belonging to or due to each of the constituent corporations, all of
which shall be vested in the surviving corporation without further act or deed.
Title to any real estate or any interest therein vested in any constituent
corporation shall not revert or in any way be impaired by reason of such merger
or consolidation;
The surviving corporation shall be liable for all the obligations of each
constituent corporation, including liability to dissenting shareholders;
All the rights of creditors of each constituent corporation are preserved
unimpaired, and all liens upon the property of any constituent corporation are
preserved unimpaired, on only the property affected by such liens immediately
prior to the effective date of the merger or consolidation.
ELEVENTH: Anything herein or elsewhere to the contrary notwithstanding, this
agreement of merger may be abandoned by either party, by appropriate resolution
of its board of directors, at any time prior to the filing of this agreement or
by mutual consent of the parties by appropriate resolution of their respective
board of directors, at any time prior to the effective date of this merger.
THIRTEENTH: The merger shall become effective on the 30th day of December, 1973.
IN WITNESS WHEREOF, the parties of this agreement, have caused this agreement to
be executed by the president and the secretary of each of the corporations under
the corporate seals of the respective corporations, by authority of the
directors and shareholders of each corporation, as the respective agreement of
each of said corporations, on this 20th day of December, 1973.
CINCINNATI MILACRON COMPANY
/s/ James A. D. Geier
----------------------------
(Corporate Seal) James A. D. Geier, President
Attest:
/s/ Raymond G. Wilson /s/ Robert J. Hans
- ---------------------- ----------------------------
Raymond G. Wilson, Robert J. Hans, Secretary
Assistant Secretary
CINCINNATI MILACRON PM COMPANY
/s/ William Mericle
(Corporate Seal) ---------------------------
William Mericle, President
Attest:
/s/ Raymond G. Wilson /s/ Robert J. Hans
- ----------------------- --------------------------
Raymond G. Wilson, Robert J. Hans, Secretary
Assistant Secretary
CERTIFICATE OF PRESIDENT AND SECRETARY
OF
CINCINNATI MILACRON COMPANY
THE SURVIVING CORPORATION, A CORPORATION OF THE STATE
OF OHIO SHOWING APPROVAL OF AGREEMENT OF MERGER
James A. D. Geier, President, and Robert J. Hans, Secretary, of Cincinnati
Milacron Company, an Ohio corporation, do hereby certify, as President and
Secretary of said corporation, that the Agreement of Merger to which this
certificate is attached, having been first duly approved on behalf of Cincinnati
Milacron Company, a corporation of the State of Ohio, by a majority of the board
of directors of said corporation and approved by resolution of the board of
directors of Cincinnati Milacron PM Company, a corporation of the State of
Florida, was duly submitted to the shareholders of Cincinnati Milacron Company
at a special meeting of said shareholders, called separately from the meeting of
the shareholders of any other corporation, for the purpose of considering and
approving or rejecting said Agreement of Merger and held upon due notice
accompanied by a summary or copy of said agreement given to the sole shareholder
of said corporation, on the 20th day of December, 1973, and that said Agreement
of Merger was adopted by the vote of the sole holder of all issued and
outstanding shares of said corporation entitling it to exercise at least
two-thirds of the voting power of such corporation; whereupon said Agreement of
Merger was duly adopted as the act of said corporation.
IN WITNESS WHEREOF, James A. D. Geier, President, and Robert J. Hans, Secretary,
acting for and on behalf of said corporation, have hereunto subscribed their
names and caused the seal of said corporation to be hereunto affixed this 20th
day of December, 1973.
/s/ James A. D. Geier
----------------------------
James A. D. Geier, President
Attest:
/s/ Raymond G. Wilson /s/ Robert J. Hans
- ------------------------ ---------------------------
Raymond G. Wilson, Robert J. Hans, Secretary
Assistant Secretary
CERTIFICATE OF PRESIDENT AND SECRETARY
OF
CINCINNATI MILACRON PM COMPANY
THE MERGING CORPORATION, A CORPORATION OF THE STATE
OF FLORIDA. SHOWING APPROVAL OF AGREEMENT OF MERGER
William Mericle, President, and Robert J. Hans, Secretary, of Cincinnati
Milacron PM Company, a corporation organized and existing under the laws of the
State of Florida, do hereby certify as such officers that the Agreement of
Merger to which this Certificate is attached, after having been first duly
approved on behalf of the said corporation by majority of the directors thereof,
as required by the provisions of the Corporation Law of Florida, was duly
submitted to the sole shareholders of said Cincinnati Milacron PM Company at a
special meeting of shareholders called and held separately from the meeting of
shareholders of any other corporation, after waiver of notice of meeting signed
by the sole shareholder, as provided by the Corporation Law of Florida, on the
20th day of December, 1973 for the purpose of considering and taking action upon
the proposed Agreement of Merger; that Ten Thousand (10,000) shares of stock or
said corporation were on said day issuing and outstanding, that the holder of
Ten Thousand (10,000) shares voted in favor of the approval, the said
affirmative vote representing at least two-thirds of the total number of shares
of the outstanding capital stock of said corporation, and thereby the Agreement
of Merger was at said meeting duly adopted as the act of the shareholder of said
Cincinnati Milacron PM Company as the duly adopted Agreement of the said
corporation.
IN WITNESS WHEREOF, William Mericle, President, and Robert J. Hans, Secretary,
acting for and on behalf of said corporation, have hereunto subscribed their
names and caused the seal of said corporation to be hereunto affixed this 20th
day of December, 1973.
/s/ William Mericle
----------------------------
William Mericle, President
Attest:
/s/ Raymond G. Wilson /s/ Robert J. Hans
- ------------------------ ---------------------------
Raymond G. Wilson, Robert J. Hans, Secretary
Assistant Secretary
CERTIFICATE OF AMENDMENT
TO ARTICLES OF
CINCINNATI MILACRON COMPANY
James A. D. Geier, President, Robert J. Hans, Secretary, of Cincinnati Milacron
Company, an Ohio corporation, with its principal office located at Cincinnati,
Ohio, do hereby certify that the sole shareholder of all of the shares of said
corporation did authorize, consent and agree by unanimous written consent to the
adoption without a meeting of the following resolution:
RESOLVED that the Articles of Incorporation of this corporation be amended
by changing the Article thereof numbered "FIRST" so that, as amended, said
Article shall be and read as follows:
"FIRST: The name of the corporation (hereinafter called the Company) is
Cincinnati Milacron Marketing Company."
IN WITNESS WHEREOF, said James A. D. Geier, President, and Robert J. Hans,
Secretary, of Cincinnati Milacron Company acting for and on behalf of said
corporation, have hereunto subscribed their names and caused the seal of said
corporation to be hereunto affixed this 8th day of July, 1980.
CINCINNATI MILACRON COMPANY
BY /s/ James A. D. Geier
----------------------
James A. D. Geier, President
BY /s/ Robert J. Hans
-------------------
Robert J. Hans, Secretary
Page 3
CERTIFICATE OF AMENDMENT
BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF
CINCINNATI MILACRON MARKETING COMPANY
- -----------------------------------------------------------------------------
(Name of Corporation)
Daniel J. Meyer, who is:
[X] Chairman of the Board [ ] President [ ] Vice President (check one)
and
Wayne F. Taylor, who is: [X] Secretary [ ] Assistant Secretary (Check one) of
the above named Ohio corporation for profit do hereby certify that; (check the
appropriate box and complete the appropriate statements)
[ ] a meeting of the shareholders was duly called for the purpose of
adopting this amendment and held on ___________________, 19___ at which
meeting a quorum of the shareholders was present in person or by proxy,
and by the affirmative vote of the holders of shares entitling them to
exercise __________% of the voting power of the corporation.
[X] in a writing signed by all of the shareholders who would be entitled to
notice of a meeting held for that purpose, the following resolution to
amend the articles was adopted:
THE NAME OF THE COMPANY IS NOW MILACRON MARKETING COMPANY
IN WITNESS WHEREOF, the above named officers, acting for and on the
behalf of the corporation, have thereto subscribed their names this 9 day of
October, 1998.
By /s/ Daniel J. Meyer
--------------------------------------
Daniel J. Meyer, Chairman of the Board
By /s/ Wayne F. Taylor
--------------------------------------
Wayne F. Taylor, Secretary
NOTE: Ohio law does not permit one officer to sign in two capacities. Two
separate signatures are required, even if this necessitates the election of a
second officer before the filing can be made.
[OHIO-613-3/4/91]
Page 1