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EXHIBIT 3.1
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATION
FILED 09:00AM 08/03/1998
90215548-697924
RESTATED CERTIFICATE OF INCORPORATION
OF
NEWCOR, INC.
NEWCOR, INC., a corporation organized and existing under the laws of
the State of Delaware, hereby certifies as follows:
1. The name of the corporation is NEWCOR, INC.
The date of filing of its original Certificate of Incorporation
with the Secretary of State was January 3, 1969.
2. This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Certificate of
Incorporation of this corporation as heretofore amended or supplemented and
there is no discrepancy between those provisions and the provisions of this
Restated Certificate of Incorporation.
3. The text of the Certificate of Incorporation as amended or
supplemented heretofore is hereby restated without further amendments or
changes to read as herein set forth in full:
FIRST. The name of the corporation is NEWCOR, INC.
SECOND. The address of its registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD. The nature of the business or purposes to be conducted or
promoted is:
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
To design, manufacture, fabricate, machine, assemble, buy, sell and
otherwise trade and deal in and with welding machines and other types of
machinery, machine parts, metal fabrications, castings, metals, and electrical
apparatus and equipment of every kind and character.
To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.
To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage or otherwise dispose of letters patent of
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the United States or any foreign country, patent rights, licenses and
privileges, inventions, improvements and processes, copyrights, trademarks and
trade names, relating to or useful in connection with any business of this
corporation.
To acquire by purchase, subscription or otherwise, and to receive, hold,
own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidence of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and enhancement in value
thereof.
To borrow or raise moneys for any of the purposes of the corporation
and, from time to time without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment of any thereof and of
the interest thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property of the corporation, whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise dispose
of such bonds or other obligations of the corporation for its corporate
purposes.
To purchase, receive, take by grant, gift, devise, bequest or otherwise
lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal
in and with real or personal property, or any interest therein, wherever
situated, and to sell, convey, lease, exchange, transfer or otherwise dispose
of, or mortgage or pledge, all or any of the corporation's property and assets,
or any interest therein, wherever situated.
In general, to possess and exercise all the powers and privileges
granted by the General Corporation Law of Delaware or by any other law of
Delaware or by this Certificate of Incorporation together with any powers
incidental thereto, so far as such powers and privileges are necessary or
convenient to the conduct, promotion or attainment of the business or purposes
of the corporation.
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The business and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the terms of any other clause in this
certificate of incorporation, but the business and purpose specified in each of
the foregoing clauses of this article shall be regarded as independent business
and purposes.
FOURTH. The total number of shares of stock of all classes which the
corporation shall have authority to issue is four million, five hundred thousand
(4,500,000) of which three million, five hundred thousand (3,500,000) shall be
shares of Common Stock with a par value of one dollar ($1.00) per share, and one
million (1,000,000) shall be shares of Preferred Stock without par value.
Each share of Common Stock shall entitle the holder thereof to one vote,
in person or by proxy, at any and all meetings of the stockholders of the
corporation.
The Preferred Stock shall be issuable in series, and in connection with
the issuance of any series of Preferred Stock and to the extent now or
hereafter permitted by the laws of the State of Delaware, the Board of Directors
is authorized to fix by resolution the designation of each series, the stated
value of the shares of each series, the dividend rate of each series and the
date or dates or other provisions respecting the payment of dividends, the
provisions, if any, for a sinking fund for the shares of each series, the
preferences of the shares of each series in the event of liquidation or
dissolution of the corporation, the provisions, if any, respecting the
redemption of the shares of each series and, subject to requirements of the laws
of the State of Delaware, the voting rights (except that such shares shall not
have more than one vote per share), the terms, if any, upon which the shares of
each series shall be convertible into or exchangeable for any other shares of
stock of the corporation and any other relative, participating, optional or
other special rights, and qualifications, limitations or restrictions thereof,
of the shares of each series.
FIFTH. The corporation is to have perpetual existence.
SIXTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
To make, alter, amend or repeal the by-laws of the corporation; to
issue, sell, grant options to purchase and dispose of shares of the authorized
and previously unissued stock of any class of the corporation and shares of its
outstanding stock of any class held in its treasury; to issue, sell and dispose
of the bonds, debentures, notes and other obligations or evidences of
indebtedness of the corporation, including bonds, debentures, notes and other
obligations or evidences of
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indebtedness of the corporation convertible into stock of any class of the
corporation; to authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation including after-acquired property;
to declare and pay dividends on the stock of any class of the corporation; to
set apart out of any of the funds of the corporation available for dividends or
otherwise a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.
To designate one or more committees, by resolution passed by a majority
of the whole Board, each committee to consist of two or more of the directors of
the corporation. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. Any such committee, to the extent provided in the
resolution or in the by-laws of the corporation, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the corporation, and may authorize the seal of the corporation to be affixed
to all papers which may require it; provided, however, the by-laws may provide
that in the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
When and as authorized by the affirmative vote of the holders of a
majority of the stock issued and outstanding having voting power given at a
stockholders' meeting duly called upon such notice as is required by statute, or
when authorized by the written consent of the holders of a majority of the
voting stock issued and outstanding, to sell, lease or exchange all or
substantially all of the property and assets of the corporation, including its
good will and its corporate franchises, upon such terms and conditions and for
such consideration, which may consist in whole or in part of money or property
including shares of stock in, and/or other securities of, any other corporation
or corporations, as the Board of Directors shall deem expedient and for the best
interests of the corporation.
To exercise all other corporate powers and to do all other acts and
things as may be exercised or done by the corporation, subject, however, to the
provisions of the statutes of the State of Delaware and of this Certificate of
Incorporation and the by-laws of the corporation.
SEVENTH. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
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Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this corporation under the provisions of
section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders, of this
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.
EIGHTH. Meetings of stockholders may be held within or without the State
of Delaware, as the by-laws may provide. The books of the corporation may be
kept (subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the by-laws of the corporation. Elections of directors
need not be by written ballot unless the by-laws of the corporation shall so
provide.
NINTH. (a) The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, against expenses (including attorneys' fees and ERISA excise
taxes or penalties), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
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(b) The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, against expenses (including attorneys' fees and ERISA excise
taxes or penalties), actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation and except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.
(c) To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in paragraphs (a) and (b) of this Article
Ninth or in defense of any claim, issue or matter therein, he shall be
indemnified by the corporation against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
(d) Any indemnification under paragraphs (a) and (b) of this Article
Ninth, unless ordered by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in said paragraphs (a) and
(b). Such determination shall be made (i) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit, or proceeding, or (ii) if such a quorum is not obtainable, or even
if obtainable and a quorum of disinterested directors so directs, by independent
legal counsel (compensated by the corporation) in a written opinion, or (iii) by
the stockholders.
(e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this Article.
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(f) The indemnification and advancement of expenses provided by or
granted pursuant to this Article shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
(g) The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this Article or of applicable law. The indemnification rights
conferred in this Article Ninth shall be contract rights between the corporation
and the officer or director or other individual entitled to indemnification.
(h) A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.
TENTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
ELEVENTH. 1. Except as set forth in paragraph (2) of this Article, the
affirmative vote or consent of the holders of not less than 75% of the
outstanding shares of stock of the corporation entitled to vote in elections of
directors shall be required:
(a) to adopt any agreement for, or to approve, the merger or
consolidation of the corporation or any subsidiary (as hereinafter
defined) with or into any other person (as hereinafter defined),
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(b) to authorize any sale, lease, transfer, exchange, mortgage, pledge
or other disposition to any other person of all or substantially all of
the assets of the corporation or any subsidiary, or
(c) to authorize the issuance or transfer by the corporation or any
subsidiary of any voting securities of the corporation or any subsidiary
in exchange or payment for the securities or assets of any other person,
if such authorization is otherwise required by law or by any agreement
between the corporation and any national securities exchange or by any
other agreement to which the corporation or any subsidiary is a party,
if, in any such case, as of the record date for the determination of
shareholders entitled to notice thereof and to vote thereon or consent thereto,
such other person is, or at any time within the preceding twelve months has
been, the beneficial owner (as hereinafter defined) of 5 percent or more of the
outstanding shares of stock of the corporation entitled to vote in elections of
directors. If such other person is not, and has not been, such a 5 percent
beneficial owner, the provisions of this paragraph 1 shall not apply, and the
provisions of Delaware law shall apply.
2. The provisions of paragraph (1) of this Article shall not apply, and
the provisions of Delaware law shall apply to (a) any transaction described
therein if the Board of Directors by resolutions shall have approved a
memorandum of understanding with such other person setting forth the principal
terms of such transaction and such transaction is substantially consistent
therewith, provided that a majority of those members of the Board of Directors
voting in favor of such resolution were duly elected and acting members of the
Board of Directors prior to the time such other person become the beneficial
owner of 5 percent or more of the outstanding shares of stock of the corporation
entitled to vote in elections of directors; or (b) any transaction described
therein if such other person is a corporation of which a majority of the
outstanding shares of all classes of stock entitled to vote in elections of
directors is owned of record or beneficially by the corporation or its
subsidiaries.
3. The affirmative vote or consent of the holders of not less than 75%
of the outstanding shares of the corporation entitled to vote in election of
directors shall be required for the adoption of any plan for the dissolution of
the corporation if the Board of Directors shall not have, by resolution,
recommended to the shareholders the adoption of such plan for dissolution of the
corporation. If a majority of the whole Board of Directors then in office shall
have so recommended to the shareholders such plan for dissolution of the
corporation, the provisions of Delaware law shall apply.
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4. For purposes of this Article,
(a) any specified person shall be deemed to be the "beneficial owner" of
shares of stock of the corporation (i) which such specified person or any of its
affiliates or associates (as such terms are hereinafter defined) owns, directly
or indirectly, whether of record or not, (ii) which such specified person or any
of its affiliates or associates has the right to acquire pursuant to any
agreement, or upon exercise of conversion rights, warrants or options, or
otherwise, or (iii) which are beneficially owned, directly or indirectly
(including shares deemed owned through application of clauses (i) and (ii)
above) by any other person with which such specified person or any of its
affiliates or associates has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of stock of the corporation;
(b) a "subsidiary" is any corporation more than 49 percent of the
voting securities of which are owned, directly or indirectly, by the
corporation;
(c) a "person" is any individual, corporation or other entity;
(d) an "affiliate" of a specified person is any person that directly, or
indirectly through one or more intermediates, controls or is controlled by, or
is under common control with, the specified person; and
(e) an "associate" of a specified person is (i) any person of which such
specified person is an officer or partner or is, directly or indirectly, the
beneficial owner of 10 percent or more of any class of equity securities, (ii)
any trust or other estate in which such specified person has a substantial
beneficial interest or as to which such specified person serves as trustee or in
a similar capacity; or (iii) any relative or spouse of such specified person, or
any relative of such spouse, who has the same home as such specified person or
who is a director or officer of such specified person or any corporation which
controls or is controlled by such specified person.
5. For purposes of determining whether a person owns beneficially 5
percent or more of the outstanding shares of stock of the corporation entitled
to vote in elections of directors, the outstanding shares of stock of the
corporation shall include shares deemed owned through application of clauses
(i), (ii) or (iii) of paragraph (4)(a) above but shall not include any other
shares which may be issuable pursuant to any agreement or upon exercise of
conversion rights, warrants or options, or otherwise.
6. The Board of Directors shall have the power and duty to determine,
for purposes of this Article, on the basis of information available to such
Board,
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(a) whether any person referred to in paragraph (1) of this Article
owns beneficially 5 percent or more of the outstanding shares of stock of the
corporation entitled to vote in elections of directors; and
(b) whether a proposed transaction is substantially consistent with any
memorandum of understanding of the character referred to in paragraph (2) of
this Article. Any such determination shall be conclusive and binding for all
purposes of this Article.
7. The provisions of this Article may not be amended, modified or
repealed unless authorized and approved by the affirmative vote or consent of
the holders of not less than 75% of the outstanding shares of stock of the
corporation entitled to vote in elections of directors.
8. To the extent that the provisions of this Article are in conflict
with any other provisions of the Articles of Incorporation, the provisions of
this Article shall be controlling.
TWELFTH. 1. Notwithstanding any provisions of the By-Laws of the
corporation, the shareholders of this corporation shall not have the right to
amend, modify or repeal any and all provisions of the By-Laws of the corporation
relating to number, qualifications or term of directors unless so adopted by the
affirmative vote or consent of the holders of not less than 75% of the
outstanding shares of stock of the corporation entitled to vote in elections of
directors.
2. The provisions of this Article may not be amended, modified or
repealed unless authorized and approved by the affirmative vote or consent of
the holders of not less than 75% of the outstanding shares of stock of the
corporation entitled to vote in elections of directors.
4. This Restated Certificate of Incorporation was duly adopted by the
Board of Directors in accordance with Section 245 of the General Corporation Law
of the State of Delaware.
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IN WITNESS WHEREOF, said NEWCOR, INC. has caused this Certificate to be
signed by Richard A. Smith, its President, and attested by Marjorie H. Edwards,
its Secretary, this 25th day of July, 1990.
NEWCOR, INC.
By /s/ R. A. Smith
---------------------------
Richard A. Smith, President
ATTEST:
By Marjorie H. Edwards
--------------------------------
Marjorie H. Edwards, Secretary
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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE PAGE 1
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "NEWCOR, INC.", FILED IN THIS OFFICE ON THE THIRTY-FIRST DAY OF
MARCH, A.D. 1992, AT 10 O'CLOCK A.M.
[SEAL]
Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
0697924 8100 AUTHENTICATION: 8940398
981072516 DATE: 02-25-98
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 03/31/1992
920925108 - 697924
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
Newcor, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the state of Delaware, DOES HEREBY CERTIFY:
FIRST: that at a meeting of the Board of Directors of said corporation,
resolutions were duly adopted setting forth proposed amendments to the Restated
Certificate of Incorporation of said corporation, declaring said amendments
to be advisable and calling a meeting of the Stockholders of said corporation
for consideration thereof. The resolutions setting forth the proposed amendments
are as follows:
1. RESOLVED, that the Restated Certificate of Incorporation of Newcor, Inc.
be amended by changing Article Fourth thereof so that, as amended, said
Article shall be and read in its entirety as follows:
"FOURTH. The total number of shares of stock of all classes which
the corporation shall have authority to issue is 11 million
(11,000,000) of which 10 million (10,000,000) shall be shares of
Common Stock with a par value of one dollar ($1.00) per share, and one
million (1,000,000) shall be shares of Preferred Stock without par
value.
Each share of Common Stock shall entitle the holder thereof to
one vote, in person or by proxy, at any and all meetings of the
stockholders of the corporation.
The Preferred Stock shall be issuable in series, and in
connection with the issuance of any series of Preferred Stock and to
the extent now or hereafter permitted by the laws of the State of
Delaware, the Board of Directors is authorized to fix by resolution
the designation of each series, the stated value of the shares of each
series, the dividend rate of each series and the date or dates or
other provisions respecting the payment of dividends, the provisions,
if any, for a sinking fund for the shares of each series, the
preferences, of the shares of each series in the event of
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liquidation or dissolution of the corporation, the provisions, if any,
respecting the redemption of the shares of each series and subject to
requirements of the laws of the State of Delaware, the voting rights
(except that such shares shall not have more than one vote per share),
the terms, if any, upon which the shares of each series shall be
convertible into or exchangeable for any other shares of stock of the
corporation and any other relative, participating, optional or other
special rights, and qualifications, limitations or restrictions
thereof, of the shares of each series."
2. RESOLVED, that the Restated Certificate of Incorporation of Newcor,
Inc. be amended by adding thereto a new Article Thirteenth to read in its
entirety as follows:
"THIRTEENTH. At the 1992 annual meeting of the shareholders
of the corporation, the directors of the corporation shall be divided
into three classes with respect to the time that they severally hold
office, as nearly equal in number as possible, with the initial term
of office of the first class of directors to expire at the 1993 annual
meeting of shareholders, the initial term of office of the second
class of directors to expire at the 1994 annual meeting of
shareholders, and the initial term of the third class of directors to
expire at the 1995 annual meeting of shareholders. Commencing with the
1993 annual meeting of shareholders, directors elected to succeed
those directors whose terms have expired at such meeting shall be
elected for a term of office to expire at the third succeeding annual
meeting of shareholders after their election. If the number of
directors constituting the entire Board of Directors is changed, any
increase or decrease shall be apportioned among the classes so as to
maintain or attain, if possible, the equality of the number of
directors in each class. If such equality is not possible, the
increase or decrease shall be apportioned among the classes in such a
way that the difference between the number of directors in any two
classes shall not exceed one. In no case, however, shall a decrease
in the number of directors shorten the term of any incumbent
director."
SECOND: That thereafter, pursuant to resolution of its board of directors,
an annual meeting of the stockholders of said corporation was duly called and
held, upon notice and in accordance with Section 222 of the General Corporation
Law of the State of Delaware at which meeting the necessary number of votes of
shares as required by statute were voted in favor of the amendment.
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THIRD: That the aforesaid amendments were duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, said Newcor Inc. has caused this certificate to be
signed by Richard A. Smith, its President, and attested by Marjorie H. Edwards,
its Secretary, this 11th day of March, 1992.
NEWCOR INC.
By: /s/ R. A. Smith
---------------------------
Richard A. Smith, President
ATTEST:
By: /s/ Marjorie H. Edwards
------------------------------
Marjorie H. Edwards, Secretary
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