EXHIBIT 3(A)
RESTATED ARTICLES OF INCORPORATION
OF
GENTEX CORPORATION
The following Restated Articles of Incorporation are executed by the
undersigned corporation pursuant to the provisions of Act 284, Public Acts of
1972:
1. The present name of the corporation is: Gentex Corporation.
2. The corporation identification number assigned by the Bureau is:
085536.
3. All former names of the corporation are: None.
4. The date of filing the original Articles of Incorporation was:
January 11, 1974.
The following Restated Articles of Incorporation supersede the original
Articles of Incorporation as amended and shall be the Articles of Incorporation
for the corporation:
ARTICLE I
The name of the corporation is Gentex Corporation.
ARTICLE II
The purpose or purposes for which the corporation is organized is to
engage in any activity within the purposes for which corporations may be
organized under the Business Corporation Act of Michigan.
ARTICLE III
The total number of shares of all classes of stock which the corporation
shall have the authority to issue is 205,000,000 shares, consisting of
200,000,000 shares of Common Stock, par value $.06 per share, and 5,000,000
shares of Preferred Stock, no par value.
The authorized shares of Common Stock of the par value of $.06 per share
are all of one class with equal voting power, and each such share shall be equal
to every other such share.
The shares of Preferred Stock may be divided into and issued in one or
more series. The Board of Directors is hereby authorized to cause the Preferred
Stock to be issued from time to time in one or more series with such
designations and such relative voting, dividend, liquidation, and other rights,
preferences, and limitations as shall be stated and expressed in the resolution
providing for the issue of such Preferred Stock adopted by the Board of
Directors. The Board of Directors by vote of a majority of the whole Board, is
expressly authorized to adopt such resolution or resolutions and issue such
stock from time to time as it may deem desirable.
ARTICLE IV
The address of the registered office, which is the same as the mailing
address, is 600 N. Centennial Street, Zeeland, Michigan 49464. The name of the
resident agent at the registered office is Fred T. Bauer.
ARTICLE V
The corporation shall, to the full extent permitted by the Michigan
Business Corporation Act, as amended from time to time, indemnify all persons
whom it may indemnify pursuant thereto.
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ARTICLE VI
AUTHORITY OF BOARD
A. The business and affairs of the corporation shall be managed by a Board
of Directors which shall exercise all of the powers and authority of the
corporation (subject to the delegation to committees of the Board of Directors
as permitted by law and not inconsistent with these Articles of Incorporation)
except for such matters as are reserved to shareholders of the corporation by
law or by these Articles of Incorporation.
SIZE OF BOARD
B. The Board of Directors shall consist of at least six (6), but not more
than nine (9) members, and the specific number of directors to be elected or
appointed within such limits shall be as determined by the Board of Directors
from time to time.
CLASSIFICATION OF BOARD
C. Directors shall be divided into three classes and each class shall be
as nearly equal in number as possible to the other classes. At the first
election of directors subsequent to the adoption of this Article, the directors
shall be elected by class to serve for terms which expire at the first, second,
and third subsequent annual meetings of shareholders, respectively. At each
annual meeting of shareholders thereafter, directors shall be elected to serve
for a term which expires at the third annual meeting of shareholders following a
meeting at which the director is elected.
VACANCIES IN BOARD
D. Vacancies occurring in the Board of Directors by reason of death,
resignation, or removal of a director may be filled by the affirmative vote of a
majority of the remaining directors, though less than a quorum of the Board, and
vacancies occurring by reason of an increase of the number of directors may be
filled by majority vote of the Board of Directors at any meeting duly called and
convened. Directors appointed by the Board of Directors to fill any vacancies
shall hold office only until the next annual meeting of shareholders.
NOMINATION FOR BOARD
E. Nomination for directors who are proposed as replacements for directors
appointed by the Board of Directors to fill vacancies, if any, shall be
designated in ballots and/or proxies submitted to shareholders to serve such
terms of years as will make the classes of directors as nearly equal to each
other in number as possible. Nominations by shareholders for any directorship
must be submitted to the Board of Directors by written notice not later than
thirty (30) days prior to the date of the annual meeting of shareholders at
which the election is to be held (or within seven (7) days after the date the
corporation mails, or otherwise gives notice of the date of such meeting, if
such notice is given less than forty (40) days prior to the meeting date), which
notice shall state the name of the nominee, the address of the nominee's
business or residence, the nominee's principal occupation, and the name and
address of the nominee's employer or business if self-employed.
REMOVAL FROM BOARD
F. A director may be removed from office as a director, with or without
cause, only by the affirmative vote of the holders of two-thirds (2/3) of the
then issued and outstanding shares of the corporation's stock entitled to vote
thereon at a meeting duly called and convened for that purpose; provided,
however, that the term of office of any director who is first elected to the
Board of Directors after May 13, 1987, and who is then or thereafter becomes an
employee of the corporation, or any of its subsidiaries, shall automatically
terminate simultaneously with the termination of that director's employment by
the corporation or subsidiary, with or without cause.
AMENDMENT
G. This Article may not be amended or repealed, in whole or in part,
except by affirmative vote of the holders or at least two-thirds (2/3) of the
issued and outstanding shares of the corporation's capital stock entitled to
vote in the election of directors; provided, however, that such amendment or
repeal may be made by majority vote of such shareholders at any meeting of
shareholders duly called and convened where such amendment has been recommended
for approval by two-thirds (2/3) of all directors then holding office.
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ARTICLE VII
SPECIAL REQUIREMENTS REGARDING CERTAIN TRANSACTIONS
WITH INTERESTED PARTIES
A, Unless the conditions set forth in subparagraphs 1 through 4 of this
Paragraph A are satisfied or the approval specified in subparagraph 1 of
Paragraph B of this Article has been made, the affirmative vote of the holders
of that fraction of the outstanding shares of the capital stock of the
corporation entitled to vote in the election of directors, but in no event less
than two-thirds (2/3), determined by using as the numerator a number equal to
the sum of (i) the outstanding shares of such stock beneficially owned by all
Interested Parties, plus (ii) two-thirds (2/3) of the remaining number of such
outstanding shares, and using as the denominator a number equal to the total
number of the outstanding shares entitled to vote in the election of directors,
shall be required for the adoption or authorization of a Combination or
Reorganization (as hereinafter defined) with any Interested Party (as
hereinafter defined) if, as of the record date for the determination of
shareholders entitled to vote thereon, the Interested Party is (or has been at
any time within the preceding twelve (12) months) the beneficial owner, directly
or indirectly, of five percent (5%) or more of the issued and outstanding shares
of the Corporation's capital stock entitled to vote in the election of
directors. The two-thirds (2/3) vote requirement specified in the preceding
sentence shall not be applicable if:
1. The cash and fair market value of any other consideration to be
received per share by holders of the common stock of the corporation
(including shareholders who do not vote in favor of the transactions) in
exchange or substitution for their shares in the Combination or
Reorganization is at least equal in amount to: (a) the highest per share
amount paid by the Interested Party in acquiring any of its holdings of
the common stock of the corporation; plus (b) the amount, if any, by which
six percent (6%) per annum of that per share price exceeds the aggregate
of per share amounts paid as cash dividends; in each case computed from
the date the Interested Party became an Interested Party;
2. Subsequent to becoming an Interested Party: (a) the Interested
Party shall have taken steps to ensure that the corporation's Board of
Directors included at all times representation by Continuing Directors (as
hereinafter defined) proportionate to the shareholdings of the
shareholders not affiliated with the Interested Party (with a Continuing
Director to occupy any resulting fractional Board position); (b) the
Interested Party shall not have acquired any newly issued securities of
the corporation, including securities convertible into common stock, from
the corporation, directly or indirectly, except with respect to pro rata
stock dividends or stock splits; (c) the Interested Party shall not have
acquired any additional shares of the outstanding common stock of the
corporation or securities convertible into common stock, except as a part
of the transaction which resulted in the Interested Party becoming an
Interested Party; and (d) the Interested Party shall not have received a
benefit, directly or indirectly (except proportionately as a shareholder),
of any loans, advances, guarantees, pledges, tax credits, or other
financial assistance provided by the corporation;
3. Subsequent to the date the Interested Party became an Interested
Party there shall have been no major change in the corporation's business
or equity capital structure without, in each case, approval by at least
two-thirds (2/3) of the Continuing Directors, as well as a majority of all
Directors; and
4. A proxy statement conforming to the requirements of the
Securities Exchange Act of 1934 shall have been mailed to the shareholders
of the corporation for the purpose of soliciting shareholder approval of
the Combination or Reorganization containing at the front thereof, in a
prominent place, any recommendations as to the advisability (or
inadvisability) of the Combination or Reorganization that the Continuing
Directors, or any of them, may choose to state and, if deemed advisable by
majority of the Continuing Directors, an opinion of a reputable investment
banking firm as to the fairness (or lack thereof) of the terms of the
Combination or Reorganization from the point of view of the remaining
public shareholders of the corporation, which investment banking firm
shall be selected by a majority of the Continuing Directors and shall be
paid a reasonable fee for its services by the corporation upon receipt of
the opinion.
EXCEPTIONS
B. The provisions of Paragraph A of this Article shall not apply, and the
otherwise applicable provisions of Michigan law shall apply to:
1. Any Combination or Reorganization as to which a memorandum of
understanding with the Interested Party setting forth the principal terms
of the transaction has been approved by two-thirds (2/3) of the Continuing
Directors and a majority of all directors (provided the transaction is
consummated in substantial conformity therewith); or
2. Any Combination or Reorganization with an Interested Party where
this corporation then holds more than fifty percent (50%) of the issued
and outstanding shares of the capital stock in such Interested Party which
are entitled to vote in elections of directors.
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DEFINITIONS
C. As used in this Article, the following words and phrases shall have the
following meanings:
1. "Interested Party" means every person or entity which first
becomes the beneficial owner of five percent (5%) or more of the
corporation's issued and outstanding shares of capital stock entitled to
vote in the election of directors after the date this Article becomes
effective. In addition, an Interested Party includes (and an Interested
Party shall be deemed to be the beneficial owner of all of the shares held
directly or indirectly by) all "Affiliates" and "Associates" (as
hereinafter defined) of such person or entity and any person or entity
with which the Interested Party, or the Affiliates or Associates thereof,
has any agreement, arrangement, or understanding with respect to the
acquisition, holding, disposition, or voting of shares of the capital
stock of this corporation, together with the successors and assigns of
such persons or entities in any transaction or series of transactions not
involving a public offering of the corporation's shares within the meaning
of the Securities Act of 1933.
2. "Combination or Reorganization" means any merger involving this
corporation (or a subsidiary of this corporation) and an Interested Party
(irrespective of the identity of the surviving corporation), any
consolidation involving this corporation (or a subsidiary of this
corporation), and an Interested Party, any sale, exchange, lease,
mortgage, transfer, or other disposition by this corporation (or a
subsidiary of this corporation) of all, or substantially all, of its
assets or business, directly or indirectly, to an Interested Party, and
any transaction whereby voting securities of this corporation (or any
subsidiary) in exchange or payment for the securities or assets of an
Interested Party.
3. "Continuing Director" means a director of the corporation holding
office as of the time this Article becomes effective, a director elected
by shareholders subsequent to the time this Article becomes effective, but
prior to the time an Interested Party acquired the status of Interested
Party, and any director who succeeded a Continuing Director pursuant to an
affirmative recommendation by a majority of Continuing Directors.
4. "Affiliate" means with respect to any person or entity that such
person or entity directly, or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control
with, such person or entity.
5. "Associate" means with respect to any person or entity: (1) any
corporation or organization of which such person or entity is an officer,
director, or partner, or is directly or indirectly the beneficial owner of
ten percent (10%) or more of any class of equity securities; (2) any trust
or other estate in which such person or entity has a substantial
beneficial interest or as to which such person or entity serves as trustee
or any similar capacity; and (3) any relative or spouse of such person, or
any relative of such spouse, who has the same home as such person.
INTERPRETATIONS
D. A majority of the Continuing Directors shall have the authority to
determine for purposes of this Article, on the basis of information know to
them:
1. Whether any person or entity owns beneficially five percent (5%)
or more of the issued and outstanding shares of the common stock of the
corporation.
2. Whether a person or entity is an Affiliate or Associate of
another; and
3. Whether a person or entity has an agreement, arrangement, or
understanding with another.
Any determination pursuant to this subparagraph made in good faith by the
Continuing Directors shall be conclusive and binding for the purposes specified
in this Article.
AMENDMENT
E. This Article may not be amended or repealed, in whole or in part,
except by affirmative vote of that fraction of the outstanding shares of the
capital stock of the corporation entitled to vote in the election of directors,
but in no event less than two-thirds (2/3) determined by using as the numerator
a number equal to the sum of (i) the outstanding shares of such stock
beneficially owned by all Interested Parties, plus (ii) two-thirds (2/3) of the
remaining number of such outstanding shares, and using as the denominator a
number equal to the total number of the outstanding shares of stock of the
corporation entitled to vote in the election of directors.
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ARTICLE VIII
EVALUATION OF CERTAIN OFFERS
The Board of Directors of the corporation shall not approve, adopt, or
recommend any offer of any person or entity, other than the corporation, to make
a tender or exchange offer for any capital stock of the corporation, to merge or
consolidate the corporation with any other entity or to purchase or otherwise
acquire all or substantially all of the assets or business of the corporation
unless and until the Board of Directors shall have first evaluated the offer and
determined that the offer would be in compliance with all applicable laws and
that the offer is in the best interests of the corporation and its shareholders.
In connection with its evaluation as to compliance with laws, the connection
with its evaluation as to compliance with laws, the Board of Directors may seek
and rely upon an opinion of legal counsel independent from the offeror and it
may test such compliance with laws in any state or federal court or before any
state or federal administrative agency which may have appropriate jurisdiction.
In connection with its evaluation as to the best interests of the corporation
and its shareholders, the board of Directors shall consider all factors which it
deems relevant, including, without limitation: (1) the adequacy and fairness of
the consideration to be received by the corporation and/or its shareholders
under the offer considering historical trading prices for the corporation's
stock, the price that might be achieved in a negotiated sale of the corporation
as a whole, premiums over trading prices which have been proposed or offered
with respect to the securities of other companies in the past in connection with
similar offers, and the future prospects for the corporation and its business;
(2) the potential social and economic impact of the offer and its consummation
on the corporation, its employees, customers, and vendors; and (3) the potential
social and economic impact of the offer and its consummation on the communities
in which the corporation and any subsidiaries operate or are located.
AMENDMENT
This Article may not be amended or repealed, in whole or in part, except
by affirmative vote of the holders of at least two-thirds (2/3) of the issued
and outstanding shares of the corporation's capital stock entitled to vote in
the election of directors; provided, however, that such amendment or repeal may
be made by a majority vote of shareholders at any meeting of shareholders duly
called and convened where such amendment or repeal has been recommended for
approval by two-thirds (2/3) of all directors then holding office.
ARTICLE IX
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for a breach of fiduciary
duty as a director, except for liability: (a) for any breach of the director's
duty of loyalty to the corporation or its shareholders; (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (c) resulting from a violation of section 551(1) of the
Michigan Business Corporation Act; (d) for any transaction from which the
director derived an improper personal benefit; or (e) for any act or omission
occurring prior to March 1, 1987.
These Restated Articles of Incorporation were duly adopted on August 12,
2004, in accordance with the provisions of Section 642 of the Michigan Business
Corporation Act. The necessary number of shares as required by statute were
voted in favor of these Restated Articles of Incorporation.
Signed this 20th day of August, 2004.
/s/ Enoch C. Jen
----------------------------
Enoch C. Jen
Its Vice President-Finance
990048
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