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EXHIBIT 3.19
ARTICLES OF INCORPORATION FOR U.S. RING BINDER CORP.
(f/k/a/ GBC METALS CORP.)
THE COMMONWEALTH OF MASSACHUSETTS
PAUL GUZZI
Secretary of the Commonwealth
STATE HOUSE
BOSTON, MASS.
ARTICLES OF INCORPORATION
(Under G.L. Ch. 156B)
Incorporators
NAME POST OFFICE ADDRESS
---- -------------------
Include given name in full in case of natural persons; in case of a corporation,
give state of incorporation.
Robert G. Dickerson 299 South State Street
Dover, Delaware 19901
The above-named incorporator does hereby form a corporation under the provisions
of General Laws, Chapter 156B and hereby state(s):
1. The name by which the corporation shall be known is:
GBC METALS CORP.
2. The purposes for which the corporation is formed are as follows:
To manufacture metal rings and devices used in the assembly
and construction of loose-leaf binders and other devices. To
engage generally in the manufacture and sale of plastic products;
and
To carry on a general mercantile, industrial, investing, and
trading business in all its branches; to devise, invent,
manufacture, fabricate, assemble, install, service, maintain,
alter, buy, sell, import, export, license as licensor or
licensee, lease as lessor or lessee, distribute, job, enter into,
negotiate, execute, acquire, and assign contracts in respect of,
acquire, receive, grant, and assign licensing arrangements,
options, franchises, and other rights in respect of, and
generally deal in and with,
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at wholesale and retail, as principal, and as sales, business,
special, or general agent, representative, broker, factor,
merchant, distributor, jobber, advisor, and in any other lawful
capacity, goods, wares, merchandise, commodities, and unimproved,
improved, finished, processed, and other real, personal, and
mixed property of any and all kinds, together with the
components, resultants, and by-products thereof; to acquire by
purchase or otherwise own, hold, lease, mortgage, sell, or
otherwise dispose of, erect, construct, make, alter, enlarge,
improve, and to aid or subscribe toward the construction,
acquisition or improvement of any factories, shops, storehouses,
buildings, and commercial and retail establishments of every
character, including all equipment, fixtures, machinery,
implements and supplies necessary, or incidental to, or connected
with, any of the purposes or business of the corporation; and
generally to perform any and all acts connected therewith or
arising therefrom or incidental thereto, and all acts proper or
necessary for the purpose of the business.
To engage generally in the real estate business as
principal, agent, broker, and in any lawful capacity, and
generally to take, lease, purchase, or otherwise acquire, and to
own, use, hold, sell, convey, exchange, lease, mortgage, work,
clear, improve, develop, divide, and otherwise handle, manage,
operate, deal in and dispose of real estate, real property,
lands, houses, buildings and other works and any interest or
right therein; to take, lease, purchase or otherwise acquire, and
to own, use, hold, sell, convey, exchange, hire, lease, pledge,
mortgage, and otherwise handle, and deal in and dispose of, as
principal, agent, broker, and in any lawful capacity, such
personal property, chattels, chattels real, rights, easements,
privileges, choses in action, notes, bonds, mortgages, and
securities as may lawfully be acquired, held, or disposed of; and
to acquire, purchase, sell, assign, transfer, dispose of, and
generally deal in and with, as principal, agent, broker, and in
any lawful capacity, mortgages and other interests in real,
personal, and mixed properties; to carry on a general
construction, contracting, and building business as principal,
agent, representative, contractor, subcontractor, and in any
other lawful capacity.
To be a partner in any enterprise which the corporation
would have power to conduct itself.
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To apply for, register, obtain, purchase, lease, take
licenses in respect of or otherwise acquire, and to hold, own,
use, operate, develop, enjoy, turn to account, grant licenses and
immunities in respect of, manufacture under and to introduce,
sell, assign, mortgage, pledge or otherwise dispose of, and, in
any manner deal with and contract with reference to:
(a) inventions, devices, formulae, processes and any
improvements and modifications thereof;
(b) letters patent, patent rights, patented processes,
copyrights, designs, and similar rights, trade-marks, trade
symbols and other indications of origin and ownership
granted by or recognized under the laws of the United States
of America or of any state or subdivision thereof, or of any
foreign country or subdivision thereof, and all rights
connected therewith or appertaining thereunto;
(c) franchises, licenses, grants and concessions.
To have, in furtherance of the corporate purposes, all of
the powers conferred upon corporations organized under the
Business Corporation Law subject to any limitations thereof
contained in these Articles of Organization or in the laws of the
Commonwealth of Massachusetts.
3. The total number of shares and the par value, if any, of each
class of stock which the corporation is authorized is as follows:
WITHOUT PAR WITH PAR VALUE
VALUE NUMBER PAR
CLASS OF STOCK NUMBER OF SHARES OF SHARES VALUE AMOUNT
- -------------- ---------------- --------- -------------- ------
Preferred -- -- -- $ --
Common 12,500 -- -- --
*4. If more than one class is authorized, a description of each of
the different classes of stock with, if any, the preferences, voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established: None
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*5. The restrictions, if any, imposed by the Articles of Organization
upon the transfer of shares of stock of any class are as follows:
None; however, shares of stock of the corporation may be
subjected to restrictions on the transfer thereof under duly adopted
by-law provisions and/or under any agreement to which the corporation
shall be a party.
*6. Other lawful provisions, if any, for the conduct and regulation
of the business and affairs of the corporation, for its voluntary dissolution,
or for limiting, defining, or regulating the powers of the corporation, or of
its directors or stockholders, or of any class of stockholders:
6A. The Board of Directors of the corporation may also make,
amend, or repeal the by-laws of the corporation, in whole or in
part, except with respect to any provision thereof which, by law,
the articles of organization, or the by-laws, requires action
exclusively by the stockholders entitled to vote thereon; but any
by-law adopted by the Board of Directors may be amended or
repealed by the stockholders.
All meetings of stockholders of the corporation may be held
within the Commonwealth of Massachusetts or elsewhere within the
United States. The place of such meetings shall be fixed in, or
determined in the manner provided in, the by-laws.
6B. Each director, officer, employee, or agent, present or
former, of the corporation or of any other organization, in which
it owns shares or of which it is a creditor, shall be indemnified
by the corporation against all cost and expenses reasonably
incurred by or imposed upon him in connection with or arising out
of any action, suit, or proceeding in which he may be involved by
reason of his being or having been such director, officer,
employee, or agent, such expenses to include the cost of
reasonable settlements (other than amounts paid to the
corporation itself) made with a view to curtailing costs of
litigation whenever, in the judgement of the Board of Directors,
or in the written opinion of independent legal counsel appointed
by the Board, the best interests of the corporation are served.
Such indemnification may include payment by the corporation of
expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or
proceeding,
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upon receipt of an undertaking by the person indemnified to repay
such payment if he shall be adjudicated to be not entitled to
indemnification. The corporation shall not, however, indemnify
any such person with respect to any matter as to which he shall
have been adjudicated in any proceeding not to have acted in good
faith in the reasonable belief that his action was in the best
interests of the corporation. The foregoing right of
indemnification shall not be exclusive of other rights to which
any such director or officer may be entitled as a matter of law.
In determining the reasonableness of any settlement, the
judgement of the Board of Directors shall be final. The
corporation shall have power to purchase and maintain insurance
on behalf of any such person who is or was a director, officer,
employee or other agent of the corporation, or is or was serving
at the request of the corporation as a director, officer,
employee or other agent of another organization, in which it owns
shares or of which it is a creditor against any liability
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.
No contract or other transaction between this corporation
and any other firm or corporation shall be affected or
invalidated by reason of the fact that any one or more of the
directors or officers of this corporation is or are interested
in, or is a member, stockholder, director, or officer, or are
members, stockholders, directors, or officers of such other firm
or corporation; and any director or officer or officers,
individually or jointly, may be a party or parties to, or may be
interested in, any contract or transaction of this corporation or
in which this corporation is interested, and no contract, act, or
transaction of this corporation with any person or persons, firm,
association or corporation, shall be affected or invalidated by
reason of the fact that any director or directors or officer or
officers of this corporation is a party or are parties to, or
interested in, such contract, act or transaction, or in any way
connected with such person or persons, firm, association or
corporation, and each and every person who may become a director
or officer of this corporation is hereby relieved from any
liability that might otherwise exist from thus contracting with
this corporation for the benefit of himself or any firm,
association or corporation in which he may be anywise interested.
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6C. No holder of any of the shares of any class of the
corporation shall be entitled as of right to subscribe for,
purchase, or otherwise acquire any shares of any class of the
corporation which the corporation proposes to issue or any rights
or options which the corporation proposes to grant for the
purchase of shares of any class of the corporation or for the
purchase of any shares, bonds, securities, or obligations of the
corporation which are convertible into or exchangeable for, or
which carry any rights, to subscribe for, purchase, or otherwise
acquire shares of any class of the corporation; and any and all
of such shares, bonds, securities or obligations of the
corporation, whether now or hereafter authorized or created, may
be issued, or may be reissued or transferred if the same have
been reacquired and have treasury status, and any and all of such
rights and options may be granted by the Board of Directors to
such persons, firms, corporations and associations, and for such
lawful consideration, and on such terms, as the Board of
Directors in its discretion may determine, without first offering
the same, or any thereof, to any said holder.
6D. No holder of any class of shares of the corporation
shall be entitled to cumulate his votes at any election of
directors.
7. By-laws of the corporation have been duly adopted and the initial
directors, president, treasurer and clerk, whose names are set out below, have
been duly elected.
8. The effective date of organization of the corporation shall be
the date of filing with the Secretary of the Commonwealth or if later date is
desired, specify date, (not more than 30 days after date of filing).
9. The following information shall not for any purpose be treated as
a permanent part of the Articles of Organization of the corporation.
a. The post office address of the initial principal office of
the corporation in Massachusetts is:
84 State Street, Boston, Massachusetts 02109
b. The name, residence, and post office address of each of the
initial directors and following officers of the corporation
are as follows:
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RESIDENCE POST OFFICE
NAME ADDRESS
---- ----------------------
Chairman of the William N. Lane 1101 Skokie Blvd.,
Board: Northbrook, Ill. 60062
President: Warren R. 1101 Skokie Blvd.,
Rothwell Northbrook, Ill. 60062
Treasurer: Frank Lenahan 1101 Skokie Blvd.,
Northbrook, Ill. 60062
Clerk: Victor L. Lewis 1101 Skokie Blvd.,
Northbrook, Ill. 60062
Directors: William N. Lane 1101 Skokie Blvd.,
Northbrook, Ill. 60062
Warren R. 1101 Skokie Blvd.,
Rothwell Northbrook, Ill. 60062
1101 Skokie Blvd.,
Victor L. Lewis Northbrook, Ill. 60062
c. The date initially adopted on which the corporation's fiscal
year ends is: October 31st.
d. The date initially fixed in the by-laws for the annual
meeting of stockholders of the corporation is: Second
Tuesday in April at 10:00 o'clock A.M.
e. The name and business address of the resident agent, if any,
of the corporation is: The Prentice-Hall Corporation System,
Inc. 84 State Street, Boston, Massachusetts 02109
IN WITNESS WHEREOF and under the penalties of perjury the above-named
INCORPORATOR(S) sign(s) these Articles of Organization this tenth day of June
1977.
/s/ ROBERT G. DICKERSON
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Robert G. Dickerson
* * * * * *
The Commonwealth of Massachusetts
PAUL GUZZI
Secretary of the Commonwealth
STATE HOUSE, BOSTON, MASS.
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
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We, Robert H. Cenek, Vice President, and Steve Rubin, Clerk, of GBC
Metals Corp. located at 84 State Street, Boston, Mass. 02109 do hereby certify
that the following amendment to the articles of organization of the corporation
was duly adopted at a meeting held on July 1, 1977, by vote of 12,500 shares of
common stock out of 12,500 shares outstanding, being at least a majority of each
class outstanding and entitled to vote thereon.
Article One of the Articles of Organization was amended to read in its
entirety as follows:
"1. The name by which the corporation shall be known is:
U.S. Ring Binder Corp."
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of the General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 14th day of July, in the year 1977.
/s/ ROBERT H. CENEK, Vice President
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/s/ STEVEN RUBIN, Clerk
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[FILED August 1, 1977]