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COMPOSITE RESTATED ARTICLES OF INCORPORATION
OF
APOGENT TECHNOLOGIES INC.
(F/K/A SYBRON INTERNATIONAL CORPORATION)
(AS AMENDED THROUGH FEBRUARY 5, 2001)
These Restated Articles of Incorporation supersede and take the place
of the heretofore existing Articles of Incorporation and any amendments thereto.
ARTICLE I
NAME
The name of the corporation is Apogent Technologies Inc.
ARTICLE II
REGISTERED OFFICE AND AGENT
The address of the initial registered office is 411 East Wisconsin
Avenue, Milwaukee, Wisconsin 53202, and the name of its initial registered agent
at such address is R. Jeffrey Harris.
ARTICLE III
PURPOSES
The purposes for which the corporation is organized are to engage in
any lawful act or activity within the purposes for which a corporation may be
organized under the WBCL.
ARTICLE IV
CAPITAL STOCK
The total number of shares of all classes of capital stock which the
corporation shall have authority to issue is Two Hundred Seventy Million
(270,000,000) shares, consisting of Two Hundred Fifty Million (250,000,000)
shares of a class designated as "Common Stock" having a par value of $0.01 per
share and Twenty Million (20,000,000) shares of a class designated as "Preferred
Stock" having a par value of $0.01 per share.
Common Stock. Subject to the prior rights and preferences of any issued
and outstanding shares of Preferred Stock, such dividends (payable in cash,
stock or otherwise) as may be determined by the Board of Directors of the
corporation may be declared and paid on the Common Stock from time to time out
of any funds legally available therefor. Subject to any restrictions imposed by
the WBCL, each outstanding share of Common Stock is entitled to one vote on each
matter voted on at a shareholders' meeting. After payment shall have been made
in full to the holders of Preferred Stock in the event of any liquidation,
dissolution or winding up of the affairs of the corporation, the remaining
assets and funds of the corporation shall be distributed among the holders of
the Common Stock according to their respective shares.
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Preferred Stock. The Preferred Stock may be issued from time to time in
one or more series with distinctive serial designations and may have such voting
powers, redemption rights, dividend rights, rights upon dissolution or
distribution of assets, conversion or exchange rights, designations, preferences
and relative participating, optional or other special rights, if any, and such
qualifications, limitations and restrictions thereof as shall be provided by
resolution of the Board of Directors pursuant to authority of Section
180.0602(1) of the WBCL (or any successor provision), which authority is hereby
granted to and vested in the Board of Directors.
ARTICLE V
NO PREEMPTIVE RIGHTS
No holder of any stock of the corporation shall have any preemptive
right to purchase, subscribe for, or otherwise acquire any shares of stock of
the corporation of any class now or hereafter authorized, or any securities
exchangeable for or convertible into such shares.
ARTICLE VI
EXISTENCE
The corporation shall have perpetual existence.
ARTICLE VII
BOARD OF DIRECTORS; BYLAWS
All the powers of the corporation, insofar as the same may be lawfully
vested by these Articles of Incorporation in the Board of Directors, are hereby
conferred upon the Board of Directors. In furtherance and not in limitation of
that power, the Board of Directors shall have the power to make, adopt, alter,
amend and repeal from time to time the Bylaws of the corporation, subject to the
right of the shareholders entitled to vote with respect thereto to adopt, alter,
amend and repeal Bylaws made by the Board of Directors, or to make new Bylaws;
provided, however, that the Bylaws shall not be adopted, altered, amended or
repealed, or new Bylaws made, by the shareholders of the corporation except by
the affirmative vote of the holders of at least two-thirds (2/3) of the votes
entitled to be cast thereon at any annual or special meeting of shareholders of
the corporation.
ARTICLE VIII
NUMBER AND TERM OF DIRECTORS
The number of directors constituting the entire Board of Directors of
the corporation shall be fixed by, or in the manner provided in, the Bylaws of
the corporation, provided that such number shall be no less than six and no more
than twelve (plus such number of directors as may be elected from time to time
pursuant to the terms of any Preferred Stock that may be issued and outstanding
from time to time), as determined by the Board of Directors. The directors of
the corporation shall be divided into three classes ("Class I," "Class II" and
"Class III"), as nearly equal in number as possible, as determined by the Board
of Directors. At each annual meeting of shareholders, directors elected to
succeed those directors whose terms then expire shall be elected for a term of
office to expire at the third succeeding annual meeting of shareholders after
their election, with each director to hold office until his or her successor
shall have been duly elected and qualified.
Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the corporation shall have the
right, voting separately by class or series, to
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elect directors at an annual or special meeting of shareholders, the election,
term of office, filling of vacancies and other features of such directorships
shall be governed by the terms of these Articles of Incorporation or the
resolution or resolutions adopted by the Board of Directors creating such class
or series of Preferred Stock, and such directors so elected shall not be divided
into classes pursuant to this Article VIII unless expressly provided by such
terms.
Any director may be removed from office by the shareholders, but only
for cause and only by the affirmative vote of a majority of the votes then
entitled to be cast in an election of directors. Any vacancy occurring on the
Board of Directors, including, but not limited to, a vacancy created by an
increase in the number of directors or the removal of a director, shall be
filled only by the affirmative vote of a majority of the directors then in
office, even if such majority is less than a quorum of the Board of Directors,
or by a sole remaining director. If no director remains in office, any vacancy
may be filled by the shareholders. Any director elected to fill a vacancy shall
serve until the next election of the class for which such director shall have
been chosen.
ARTICLE IX
SHAREHOLDER VOTE
Notwithstanding any other provision of these Articles of Incorporation
or any provision of law which might otherwise permit a lesser vote or no vote,
the affirmative vote of the holders of at least two-thirds (2/3) of the votes
entitled to be cast thereon at any annual or special meeting of the shareholders
of the corporation shall be required to amend, alter or repeal Articles VII,
VIII, IX and X of these Articles of Incorporation.
ARTICLE X
SPECIAL MEETINGS OF SHAREHOLDERS
Special meetings of shareholders of the corporation may be called by
the Board of Directors pursuant to a resolution adopted by a majority of the
members of the Board, or by the Chairman of the Board of Directors, or pursuant
to one or more written demands signed by the holders of at least ten percent
(10%) of all the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting, which demand(s) must describe one or
more purposes for which the special meeting is to be held.
ARTICLE XI
INCORPORATOR
The name and address of the incorporator is R. Jeffrey Harris, 411 East
Wisconsin Avenue, 24th Floor, Milwaukee, Wisconsin 53202.