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BRIGGS & STRATTON CORPORATION
EXHIBIT Number 3.2
Amended Through October 31, 1994
ARTICLES OF INCORPORATION
OF
BRIGGS & STRATTON CORPORATION
The undersigned incorporator, acting as incorporator of a corporation
under the Wisconsin Business Corporation Law Chapter 180 of the Wisconsin
Statutes (the "WBCL"), adopts the following Articles of Incorporation for such
corporation:
ARTICLE I
Name
The name of the corporation is Briggs & Stratton Corporation.
ARTICLE II
Purposes
The purposes for which the corporation is organized are to engage in
any lawful activity within the purposes for which a corporation may be
organized under the WBCL.
ARTICLE III
Capital Stock
The aggregate number of shares which the corporation shall have
authority to issue is Sixty Million (60,000,000) shares, consisting of one
class only, designated as "Common Stock," of the par value of One Cent ($0.01)
per share.
ARTICLE IV
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.
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ARTICLE V
Board of Directors
(a) The authorized number of directors of the corporation which shall
constitute the entire Board of Directors shall be such as from time to time
shall be determined by a majority of the then authorized number of directors,
but in no case shall the authorized number of directors be less than seven (7)
or more than twelve (12). The directors shall be divided with respect to the
time for which they severally hold office into three (3) classes, as nearly
equal in number as possible, as determined by the Board of Directors, with the
members of each class to hold office until their successors have been elected
and qualified, or until their earlier resignation or removal. At each annual
meeting of shareholders, the successors of the members of the class of
directors whose term expires at that meeting shall be elected to hold office
for a term expiring at the annual meeting of shareholders held in the third
year following the year of their election. No decrease in the number of
directors constituting the Board of Directors shall shorten the term of an
incumbent director.
(b) 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.
(c) 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 VI
Shareholder Consent Actions
Action required or permitted by the WBCL to be taken at a
shareholders' meeting may be taken without a meeting by shareholders who would
be entitled to vote at a meeting shares with voting power sufficient to cast
not less than the minimum number of votes that would be necessary to authorize
or take the action at a meeting at which all shares entitled to vote were
present and voted. The action must be evidenced by one or more written
consents describing the action taken, signed by the shareholders consenting
thereto and delivered to the corporation for inclusion in its corporate
records. Such a consent has the effect of a meeting vote and may be described
as such in any document. Such action shall be effective when consents
representing the required number of shares are delivered to the corporation,
unless the consent specifies a different effective date.
ARTICLE VII
Shareholder Vote Required
Unless a greater number of affirmative votes is required by the WBCL
or these Articles of Incorporation, action on a matter, including the election
of directors, by shareholders is approved only if a majority of the votes
represented in person or by proxy at a meeting at which a quorum is present are
cast in favor of the action.
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ARTICLE VIII
Registered Office and Agent
The address of the initial registered office of the corporation is
12301 West Wirth Street, Wauwatosa, Milwaukee County, Wisconsin 53222 and the
name of its initial registered agent at such address is Thomas R. Savage.
ARTICLE IX
Incorporator
The name and address of the incorporator is Thomas W. O'Brien, 411
East Wisconsin Avenue, Milwaukee, Wisconsin 53202.
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