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EXHIBIT 3.7
ARTICLES OF INCORPORATION OF GBC INDIA HOLDINGS INC.
(f/k/a GBC Export Sales Corp.)
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 EXPORT SALES CORP.
2nd. The location of the principal office of the Corporation within
the State of Nevada is 502 East John Street, Carson City, Nevada, 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. In furtherance of this purpose, and without limiting the scope of
generality thereof, in any way, it is hereby provided that the nature of the
business, or the objects or purposes proposed to be transacted, promoted or
carried on by the Corporation are:
To export plastic bindings, covers, binders, indexes, binding
equipment, laminating equipment, laminating film, printing presses,
graphic art equipment, photo identification security systems,
educational materials and shredding machines.
4th. The total authorized capital stock of the Corporation shall be
Two Thousand Five Hundred (2,500), all of which are classified as Common Stock
with a par value of One Dollar ($1.00).
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.
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The names and Addresses of the Directors are as follows:
DIRECTORS POST OFFICE ADDRESS
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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 address of the incorporators signing
these Articles of Incorporation are as follows:
INCORPORATORS POST OFFICE ADDRESS
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D. S. NUTER 33 North LaSalle Street
Chicago, Illinois 60602
D. E. HOWARTH 33 North LaSalle Street
Chicago, Illinois 60602
S. M. PREVOST 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
the 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.
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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 to the
payment of dividends, or otherwise; provided that a majority of the
whole Board concur 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 and seals this 24th
day of March, 1980.
/s/ D. S. NUTER
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D. S. NUTER, Incorporator
/s/ D. E. HOWARTH
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D. E. HOWARTH, Incorporator
/s/ S. M. PREVOST
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S. M. PREVOST, Incorporator
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
BE IT REMEMBERED, that on this 24th day of March, 1980, personally
appeared before me, a notary public in and for the State of Illinois and County
of Cook, D. S. NUTER, D. E. HOWARTH and S. M. PREVOST, described in and who
executed the foregoing instrument, who acknowledged to me that they executed
the same freely and voluntarily and for the uses and purposes therein
mentioned.
/s/ BERNADETTE M. FAHY
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Bernadette M. Fahy, Notary Public
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PLAN AND AGREEMENT OF MERGER
dated as of the 31st day of December, 1981,
by and between Gebco International Corporation
(hereinafter referred to as "Gebco")
and GBC Export Sales Corp.
(hereinafter referred to as "GBC Export")
W I T N E S S E T H:
WHEREAS, GBC Export and Gebco desire to merge into a single
corporation in accordance with the provisions of the Nevada Revised Statutes
and under the laws of the State of Delaware; and
WHEREAS, GBC Export was incorporated under the laws of the State of
Nevada by Articles of Incorporation filed with the Secretary of State on March
28, 1980; and has an authorized capital before this merger consisting of 2500
shares, One Class Common, each share with $1.00 par value.
WHEREAS, Gebco was incorporated under the laws of the State of
Delaware by Articles of Incorporation filed with the Secretary of State on
March 23, 1973; and has an authorized capital stock consisting of 2500 shares,
One Class Common, each share with a $1.00 par value.
WHEREAS, the respective Boards of Directors have determined that it is
desirable that Gebco be merged with and into GBC Export in accordance with the
applicable statutes of the State of Nevada and the State of Delaware, all upon
the terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties to this Agreement, in consideration of the
mutual covenants, agreements and provisions hereinafter contained do hereby
prescribe the terms and conditions of said merger and mode of carrying the same
into effect as follows:
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ARTICLE I
1.1 Merger
Pursuant to the provisions of the Nevada Revised Statutes and the laws
of the State of Delaware, GBC Export hereby merges into itself Gebco, and said
Gebco shall be and hereby is merged into GBC Export, from and after the
effective date of the merger, to wit December 31, 1981.
1.2 Certificate of Incorporation of Surviving Corporation
The Articles of Incorporation of GBC Export, as herein amended and as
in effect from and after the effective date of the merger, shall continue in
full force and effect as the Articles of Incorporation of GBC Export.
1.3 By-Laws after Merger
The By-laws of GBC Export as they shall exist on the effective date of
the merger shall be and remain the By-laws of GBC Export until the same shall
be altered or repealed as provided therein.
1.4 Directors and Officers after Merger
The directors and officers of GBC Export shall continue in office
until the next annual meeting of stockholders and until their successors shall
have been elected and qualified.
ARTICLE II
Terms of Merger
The terms and conditions of the merger shall be as follows:
2.1 Effective Date of Merger
This Agreement shall be adopted, approved, signed and acknowledged in
accordance with the requirements of applicable law and, upon the filing of this
Agreement and any required certificate pursuant to the Nevada Revised Statutes
and the laws of the State of Delaware the merger shall become effective on the
date when all such procedures have been completed, however, for purposes of
accounting, the merger shall deem to be effective as of 11:59 P.M. Central
Standard Time December 31, 1981, such time being deemed to be "the effective
date of the merger" for purposes of this Agreement.
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2.2 Gebco to be Merged into GBC Export
On the effective date of the merger, Gebco shall be merged into GBC
Export, and the separate existence of Gebco shall cease. Upon the merger
becoming effective, all and singular, the rights, capacity, privileges, powers,
franchises and authority as well as of a public or of a private nature of each
of Gebco and GBC Export, and all property, real, personal and mixed, and all
debts, obligations and liabilities, due to each of such corporations on
whatever account, as well as for subscriptions for shares as for all other
things, belonging to each of them shall be vested in GBC Export; and all such
property, rights, capacity, privileges, powers, franchises, authority and
immunities and all and every other interest shall be thereafter as fully and
effectively and property of GBC Export as they were of Gebco and GBC Export,
respectively, and shall not revert or be in any way impaired by reason of the
merger; provided, however, that all rights of the creditors of such
corporations shall be preserved unimpaired and all debts, liabilities
(including liability, if any, to dissenting shareholders) and duties of Gebco
and GBC Export, respectively, shall thenceforth be attached to GBC Export and
may be enforced against it to the same extent as if said debts, liabilities and
duties had been incurred or contracted by GBC Export. Gebco hereby agrees from
time to time, as and when requested by GBC Export or by its successors or
assigns to execute and deliver or cause to be executed and delivered all such
deeds and instruments and to take or cause to be taken such further other
action as GBC Export may deem necessary or desirable in order to vest in and
confirm to GBC Export title to and possession of any property of Gebco acquired
or to be acquired by reason of or as a result of the merger herein provided for
and otherwise to carry out the intent and purposes hereof and the proper
officers and directors of GBC Export are fully authorized in the name of Gebco
or otherwise to take any and all such action.
2.3 Amendment of Article of Incorporation, Conversion of Shares
The articles of incorporation of GBC Export are hereby amended as
follows:
4th. The total authorized capital stock of the Corporation
shall be five thousand (5000), all of which are classified as Common Stock with
a par value of One Dollar ($1.00).
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The manner of converting, on the effective date of the merger, the
outstanding shares of the capital stock of Gebco into the shares or rights to
acquire shares of GBC Export shall be as follows: Each issued share of Gebco
shall, upon the effective date of the merger, represent one (1) share of GBC
Export. The issued shares of GBC Export shall not be converted in any manner,
but each said share which issued as of the effective date of the merger shall
continue to represent one issued share of GBC Export.
IN WITNESS WHEREOF, the parties to this Agreement, have caused these
presents to be executed in the manner required by law, and the respective
corporate seals to be hereunto affixed.
/s/ JOHN E. PRESCHLACK
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John E. Preschlack
/s/ FRANK J. LENAHAN
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Frank J. Lenahan
/s/ STEVEN RUBIN
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Steven Rubin
A majority of the directors of GBC
EXPORT SALES CORP., a Nevada
corporation
GEBCO INTERNATIONAL CORPORATION
By: /s/ FRANK J. LENAHAN
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Frank J. Lenahan
Attest:
/s/ STEVEN RUBIN
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Secretary
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CERTIFICATE [as filed with the Nevada Secretary of State]
The undersigned, Steven Rubin, and Rudolph Grua, Secretary and
President respectively of GBC Export Sales Corp. (the "Corporation"), a Nevada
corporation do hereby certify that the following resolution was adopted by
Board of Directors of the Corporation at a special meeting thereof held in
accordance with the By-Laws of the Corporation and further that the sole
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shareholder of the Corporation, GBC International Inc., has agreed to and
adopted said resolution at a special shareholder's meeting held on February 24,
1988 pursuant to the By-Laws of the Corporation to wit:
RESOLVED, that it is in the best interest of the Corporation to amend
the Articles of Incorporation for the purpose of changing the name of the
Corporation.
BE IT THEREFORE, that the First Article of the Articles of
Incorporation of the Corporation be, and it hereby is, amended as follows:
First: the name of the Corporation is GBC INDIA HOLDINGS INC.
February 24, 1988 /s/ STEVEN RUBIN
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Steven Rubin, Secretary
/s/ RUDOLPH GRUA
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Rudolph Grua, President
State of Illinois
County of Cook
Before me in person appeared Steven Rubin and Rudolph Grua who
declared themselves to be the Secretary and President of GBC Export Sales Inc.
respectively and who further declared that they have signed this certificate on
behalf of GBC Export Sales Inc. in their capacities as Secretary and President.
/s/ MARK E. DAPIER
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Mark E. Dapier, Notary Public
My commission expires:
December 17, 1988
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