1
EXHIBIT 3.15
RESTATED ARTICLES OF INCORPORATION OF
PRO-TECH ENGINEERING CO., INC.
PRO-TECH ENGINEERING CO., INC., a Wisconsin statutory close
corporation under Subchapter XVIII, Chapter 180, Wis. Stats., hereby certifies
pursuant to the provisions of Chapter 180, Wis. Stats., by its president and
secretary, as follows:
1. PRO-TECH ENGINEERING CO., INC. has 2,800 authorized shares of
no par value common stock of which 125 shares are issued and
outstanding.
2. The following Restated Articles of PRO-TECH ENGINEERING CO.,
INC. were unanimously adopted and approved by the sole
shareholder of PRO-TECH ENGINEERING CO., INC., General Binding
Corporation, following the acquisition of all 125 outstanding
shares of stock on December 20, 1995 pursuant to action taken
without a meeting under the authority of Section 180.0704,
Wis. Stats., on March 18, 1996 because the corporation no
longer qualifies as a Wisconsin statutory close corporation.
3. The following Restated Articles of Incorporation of PRO-TECH
ENGINEERING CO., INC. supersede and take the place of the
existing Articles of Incorporation and all amendments thereto
as filed with the Wisconsin Secretary of State.
NOW, THEREFORE, following are the Restated Articles of Incorporation
of PRO-TECH ENGINEERING CO., INC.
RESTATED
ARTICLES OF INCORPORATION
OF
PRO-TECH ENGINEERING CO., INC.
I, the undersigned natural person, being more than eighteen (18) years
of age, who acted as one of the incorporators of the corporation under the
Wisconsin Business Corporation Law, Chapter 180, Wisconsin Statutes, adopt the
following Restated Articles of Incorporation for such corporation.
ARTICLE I
NAME
The name of the corporation is PRO-TECH ENGINEERING CO., INC.
ARTICLE II
EXISTENCE
2
The period of the corporation's existence shall be perpetual.
ARTICLE III
PURPOSES; POWERS
SECTION 1. PURPOSES. The corporation is organized to engage in any
lawful activity within the purposes for which corporations may be organized
under the Wisconsin Business Corporation Law.
SECTION 2. POWERS. The corporation shall have and may exercise all
powers granted to corporations by the Wisconsin Business Corporation Law.
ARTICLE IV
AUTHORIZED SHARES; PRE-EMPTIVE RIGHTS
SECTION 1. AUTHORIZED SHARES. The aggregate number of shares which
the corporation shall have authority to issue is 2,800. The capital stock
shall consist of one (1) class only, designated as "Common Stock" with no par
value.
SECTION 2. NO PRE-EMPTIVE RIGHTS. The holders, from time to time, of
the shares of the common stock of the corporation, shall not have the
pre-emptive right to purchase any of the shares of the common stock of the
corporation (a) as may be issued from the common stock authorized by the
original Articles of Incorporation of the corporation, (b) as may be authorized
from time to time over and above the 2,800 shares of common stock authorized by
the original Articles of Incorporation of the corporation or (c) as may be
shares held in the treasury of the corporation, from time to time, whether
derived from such original 2,800 authorized shares, or from shares thereafter
authorized.
ARTICLE V
ADDRESS OF REGISTERED OFFICER; NAME OF REGISTERED AGENT
SECTION 1. REGISTERED OFFICE. The street address of the registered
office of the corporation is 4151 Anderson Road, DeForest, WI 53532.
SECTION 2. REGISTERED AGENT. The name of the registered agent at such
address is James E. Guither.
ARTICLE VI
BOARD OF DIRECTORS
-2-
3
The number of directors constituting the Board of Directors of the
corporation shall not be less than three (3). Thereafter, the number of
directors shall be fixed by the Bylaws but shall not be less than three (3).
The members of the Board of Directors shall be William N. Lane, III,
Govi C. Reddy, and Steven Rubin.
ARTICLE VII
AMENDMENTS
These Restated Articles may be amended in the manner authorized by law
at the time of amendment.
ARTICLE VIII
AUTHORITY TO DISPOSE OF ASSETS
The President, any Vice President, or the Secretary are authorized to
sell, lease, exchange, mortgage, pledge, or otherwise convey or dispose of all
or any part of the corporation's real property, fixtures, improvements or
chattels, whether or not made in the usual and regular course of the business
of the corporation, by instruments duly executed according to law after first
obtaining authorization of the Board of Directors or the shareholders of the
corporation.
Executed on the 18th day of March 1996.
PRO-TECH ENGINEERING CO. INC.
By /s/ JAMES E. GUITHER
---------------------------------
James E. Guither, President
Attest /s/ STEVEN RUBIN
------------------------------
Steven Rubin, Secretary
This instrument drafted by
Attorney Richard W. Pitzner
Return to
Attorney Richard W. Pitzner
PO Box 2038
Madison WI
(608) 257-7181
-3-