1
EXHIBIT 3.9
ARTICLES OF INCORPORATION
OF
GBC INTERNATIONAL, INC.
**********
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, have this day voluntarily associated ourselves
together for the purpose of forming a corporation under the General Corporation
Law of the State of Nevada as approved March 21, 1925, and all acts amendatory
thereof or in addition thereto, and to that end we do hereby certify that:
1st. The name of the corporation is GBC INTERNATIONAL, INC.
2nd. The location of the principal office of the corporation within
the State of Nevada is 502 East John Street, Carson City, and the resident
agent in charge of said office is United States Corporation Company.
3rd. The corporation may engage in any lawful activity, without
limitation.
4th. The total number of shares of stock which the corporation is
authorized to issue is One Million (1,000,000) shares of Common stock, each of
which shall have a par value of One Cent ($ .01).
5th. The members of the governing board of the corporation shall be
styled "directors" and the number of its first Board of Directors shall be five
(5); provided, however, that the Board of Directors may, at any meeting by
resolution, increase the number of such directors or decrease their number in
such manner as shall be provided by the By-Laws of this corporation. The names
and post office addresses of the Directors are as follows:
-1-
2
NAME POST OFFICE ADDRESS
---- -------------------
John E. Preschlack One GBC Plaza
Northbrook, Illinois 60062
Stephen P. Hayes One GBC Plaza
Northbrook, Illinois 60062
Frank J. Lenahan One GBC Plaza
Northbrook, Illinois 60062
Victor L. Lewis One GBC Plaza
Northbrook, Illinois 60062
Steve Rubin One GBC Plaza
Northbrook, Illinois 60062
6th. The capital stock and the holders thereof, after the amount of
the subscription price has been paid in, shall not be subject to any assessment
to pay the debts of the corporation or for any other purpose.
7th. The names and post office addresses of the Incorporators signing
these Articles of Incorporation are as follows:
NAME POST OFFICE ADDRESS
---- -------------------
D. S. Nuter 33 North LaSalle Street
Chicago, Illinois 60602
D. E. Howarth 33 North LaSalle Street
Chicago, Illinois 60602
B. M. Fahy 33 North LaSalle Street
Chicago, Illinois 60602
8th. The corporation is to have perpetual existence.
9th. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
To make, alter, amend, and rescind the By-Laws of the
corporation, to fix the amount to be reserved as working capital,
to fix the times for declaration and payment of dividends, and to
authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation.
-2-
3
With the consent in writing or pursuant to the affirmative vote
of the holders of at least a majority of the stock issued and
outstanding, at a stockholders' meeting duly called for that
purpose, to sell, assign, transfer or otherwise dispose of the
property of the corporation as an entirety.
In order to promote the interest of the corporation and to
encourage the utilization of the corporation's lands and other
property, to sell, assign, transfer, lease and in any lawful
manner dispose of such portions of said property as the Board of
Directors shall deem advisable, and to use and apply the funds
received in payment therefor to the surplus account for the
benefit of the corporation, or the payment of dividends or
otherwise; provided that a majority of the whole Board concurs
therein, and further provided that the capital stock shall not be
decreased except in accordance with the laws of Nevada.
10th. The corporation reserves the right to amend, alter or repeal any
provisions contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred on stockholders or
directors herein are granted subject to this reservation.
IN WITNESS WHEREOF, we have hereunto set our hands this 7th day of
March, 1980.
/s/ D. S. NUTER
-------------------------------
D. S. Nuter, Incorporator
/s/ D. E. HOWARTH
-------------------------------
D. E. Howarth, Incorporator
/s/ B. M. FAHY
-------------------------------
B. M. Fahy, Incorporator
-3-