1
EXHIBIT 3.5
ARTICLES OF INCORPORATION
OF
PLASTRONICS PLUS, INC.
I, the undersigned, for the purpose of forming a corporation under and
pursuant to the provisions of Business Corporation Law of Wisconsin, and any
amendment thereto, do hereby associate myself as a body corporate and do hereby
adopt the following Articles of Incorporation:
ARTICLE I
The name of this corporation shall be Plastronics Plus, Inc.
ARTICLE II
The location and post office address of the registered office of this
corporation in the State of Wisconsin shall be 132 Beloit Street, Walworth,
Wisconsin 53184. The name of the registered agent of this corporation in
Wisconsin is Christian J. Hubertz, 132 Beloit Street, Walworth, WI.
ARTICLE III
The nature of the business to be conducted or promoted and the purposes of
the Corporation are to engage in any lawful act or activity for which
corporations may be organized under the Wisconsin Business Corporation Law.
Remit $70.00
This filing -
Other filing -
Credit 70.00
ARTICLE IV
The period of existence and duration of this corporation shall be perpetual.
ARTICLE V
The aggregate number of shares of common stock which the corporation shall
have authority to issue shall be one million shares of common capital stock with
each having a part
2
value of One Cent ($.01) per share.
ARTICLE VI
The aggregate number of shares of preferred stock which the corporation has
the authority to issue shall be one million (1,000,000) shares of non-voting,
non-participating cumulative redeemable preferred stock, each having a par
value of One Cent ($.01) per share, upon terms and conditions to be determined
by the Board of Directors in their discretion.
The holders of the preferred shares shall be entitled to cumulative
dividends thereon at the rate of twelve percent (12%) per annum payable on the
purchase price per share, as such price is set and duly noted by the Board in
their sole discretion, in priority to the payments of dividends on the common
shares. Such dividends are to be payable annually with accrual of the dividend
to begin on the first day of the quarter following the quarter in which the
individual preferred shares are purchased. All remaining profits which the
directors may determine to apply in payment of dividends shall be distributed
among the holders of the common shares exclusively.
Upon the dissolution of this corporation and the distribution of its
assets, the preferred shares shall be paid in full at the purchase price
thereof as recorded in the corporate records, before any amount shall be paid
on account of the common shares. If payment in full can not be made then all
the preferred shares shall be paid on a pro-rata basis until all funds from
dissolution are exhausted.
-2-
3
The corporation shall have the right to redeem all of its non-voting,
non-participating cumulative redeemable preferred stock ($.01 par value), or any
number of shares thereof (on a pro-rata basis amongst all preferred
shareholders), issued and outstanding, at any time within five (5) years from
the purchase thereof for two hundred fifty percent (250%) of the purchase price
of such shares, as set and duly noted by the Board in their sole discretion,
plus any accumulated and unpaid dividends owing to such preferred shareholders.
Such redemption price shall escalate at a rate of five percent (5%) of the
purchase price thereof per year after the fifth year on the day after the
annual meeting of shareholders as set out in the Bylaws.
In all instances, the Board shall have complete authority to determine upon
and take the necessary proceedings fully to effect the purchase or redemption of
the shares selected for redemption, and the cancellation of the certificates
representing such shares. Upon the completion of such proceedings, the rights
of holders of the shares of such preferred stock which have been redeemed and
called, in the case of a redemption of less than all outstanding preferred
shares, shall be reduced ratably with all other preferred shareholders, and in
the case of a redemption of all outstanding preferred stock such rights shall in
all respects cease, except that such holders shall be entitled to receive the
redemption price for their respective shares.
Whenever any shares of such preferred stock of the Corporation are
purchased or redeemed as herein authorized, the Corporation may,
4
by resolution of its Board of Directors, retire such shares, and thereupon
this Corporation shall, in connection with the retirement of such shares,
cause to be filed a certificate of reduction of stated capital.
ARTICLE VII
The sale of the stock of this corporation by any shareholder may be
restricted in the Bylaws or in any contract between two or more shareholders to
the extent that said stock may be required by such Bylaws or contract to be
offered first to the corporation or to other shareholders at a price to be
fixed in accordance with such Bylaws or contract; provided, however, that no
such restrictions shall be valid unless stated upon the stock certificate.
Each holder of record of the common stock shall be entitled to one (1) vote
per share of each share of common stock standing in his name on the books of
the corporation. No shareholder entitled to vote shall have or exercise the
right to accumulate his votes in electing directors or for any other purpose.
Each holder of record of the non-voting, non-participating cumulative
redeemable preferred stock shall be entitled to one vote per share of such stock
only upon matters relating solely to the terms and conditions of the
non-voting, non-participating cumulative redeemable preferred stock.
The shareholders of the common stock shall have preemptive rights upon
further issuance of common stock whether a new issue or from treasury stock.
No shareholder or preferred stock shall have any preemptive rights upon the
further issuance of preferred stock of the corporation.
-4-
5
ARTICLE VIII
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized:
A. To make, alter or repeal the Bylaws of the corporation, subject to the
right of the stockholders to review, amend or alter.
B. To authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation.
C. To designate one or more committees from the Board which committees
shall have such powers and authority as are provided in the resolutions of the
Board of Directors, or in the Bylaws of the corporation, but no such committee
shall, except as otherwise provided by the Business Corporation Law of
Wisconsin, have any power or authority with reference to amending the Articles
of Incorporation, adopting an agreement of merger or consolidation, or for the
sale, lease or exchange of all or substantially all of the corporation's
property and assets, except by consent of the stockholders.
ARTICLE IX
The number of directors which shall constitute the whole Board of Directors
shall be at least three (3). Each director shall continue in office for the
term of one (1) year or for the term for which he was named, if less than one
(1) year, and until his successor is elected and has qualified.
The directors shall choose or elect a chief executive officer, a chief
financial officer, and such other officers as may be designated in the Bylaws
and offices elected
-5-
6
at each annual meeting of the Board of Directors, or at a special meeting of the
Board of Directors in case of a vacancy or vacancies to serve as such until the
next regular annual meeting of the Board of Directors.
The names of the members of the first Board of Directors are as
follows:
Curtis John Hubertz
Craig Hubertz
JoEllen Hubertz
Christian J. Hubertz
Curtis M. Hubertz
Said named directors shall serve as such until the next regular meeting of the
shareholders of the corporation.
ARTICLE X
Certain Contracts
No transaction between the corporation and one or more of its
directors or officers, or between the corporation and any corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for such reason, or solely because the director
or officer is present at or participates in the meeting of the Board of
Directors or a committee thereof which authorizes the contract or transaction,
or solely because his or their votes are counted for such purpose, if:
1. The material facts as to his interest and as to the
transaction are disclosed or are known to the Board of
-6-
7
Directors or the committee, and the Board or committee in good faith
authorizes the transaction by a vote sufficient for such purposes
without counting the vote of the interest director or directors; or
2. The material facts as to this interest and as to the
transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the transaction is specifically approved in good
faith by vote of the stockholders; or
3. The transaction is fair as to the corporation as of the time
it is authorized, approved or ratified by the Board of Directors, a
committee thereof, or the stockholders. Interested directors may be
counted in determining the presence of a quorum at a meeting of the
Board of Directors or of a committee which authorizes the transaction.
ARTICLE XI
The provisions Section 180.05 of the Business Corporation Law of
Wisconsin permitting indemnification of employees, officers and directors and
others shall be and hereby is incorporated by reference hereto as mandatory upon
the corporation and made a mandatory part of these Articles of Incorporation.
ARTICLE XII
These Articles of Incorporation may not be amended except upon the
affirmative vote of the holders of not less than two-thirds (2/3) of the
outstanding shares of the common stock.
-7-
8
Christian J. Hubertz
P.O. Box 557
Walworth, Wisconsin 53184
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his hand
this 11 day of April, 1985.
/s/ Christian J. Hubertz
--------------------------------------------
Christian J. Hubertz, Incorporator
132 Beloit Street
Walworth, Wisconsin 53184
9
STATE OF MINNESOTA )
COUNTY OF RAMSEY )
On this 11th day of April, 1985, before me, a Notary Public,
personally appeared Christian Hubertz to me known to be the person named in and
who executed the foregoing instrument and acknowledged to me that he executed
the same as his free act and deed and for the uses and purposes therein
expressed.
G.J. Moffet
--------------------------------
[NOTARY SEAL]
GREGORY J. MOFFET
NOTARY PUBLIC-MINNESOTA
RAMSEY COUNTY
My Comm. Expires Aug. 21, 1990