1
EXHIBIT 3.1
AMENDED ARTICLES OF INCORPORATION
OF
RMI TITANIUM COMPANY
PREVIOUSLY NAMED BONDED STATIONS, INC.
The Articles of Incorporation, as the same have been amended to date, of
Bonded Stations, Inc. are amended in their entirety to read as follows, and as
so amended the Amended Articles of Incorporation of Bonded Stations, Inc.
hereinafter set forth supersede in their entirety the existing Articles of
Incorporation of Bonded Stations, Inc. and any amendments thereto heretofore
adopted:
FIRST: The name of the Corporation shall be RMI Titanium Company.
SECOND: The principal office of the Corporation in the State of Ohio is to
be located in the City of Niles, County of Trumbull.
THIRD: The purpose for which the Corporation is formed is to engage in any
lawful act or activity for which corporations may be formed under Sections
1701.01 to 1701.98, inclusive, of the Ohio Revised Code.
FOURTH: The number of shares which the Corporation is authorized to have
outstanding is 35,000,000 shares of which 30,000,000 shall be common shares with
$.01 par value and 5,000,000 shall be preferred shares without par value.
Effective March 31, 1994 each share of common stock of the Company, par
value $.01 per share, that is issued and outstanding shall be changed, ipso
facto and without any other action on the part of the holders of such common
stock, into one-tenth (1/10) share of the common stock of the Company, par
value $.01 per share.
The express terms of the preferred shares are as follows:
(a) Shares classified and designated as preferred shares shall be
entitled to voting rights as follows:
(i) Except as otherwise required by law or the Articles of
Incorporation of the Corporation, including subparagraphs (a) through
(e) of this Article FOURTH, the holders of the preferred stock, voting
together as a class with the holders of the common stock, shall be
entitled to vote for the election of directors and all other matters.
(ii) During any period in which dividends on the preferred stock
are cumulatively in arrears in the amount of six or more full quarterly
dividends, the holders of the preferred stock, voting together as a
class, will have the right to elect two directors which two
directorships shall be in addition to that number of directors then
determined as constituting the number of members of the board of
Directors pursuant to the Regulations of the Corporation.
(b) The board of Directors is authorized, subject to any limitations
prescribed by law and to the provisions of this Article FOURTH, to adopt
amendments to these Articles of Incorporation in respect of any unissued or
treasury shares of the preferred stock and thereby to fix or change: the
division of such shares into series and the designation and authorized
number of shares of each series; the dividend or distribution rate; the
dates of payment of dividends and the dates, if any, from which they are
cumulative; liquidation price; redemption rights and price; sinking fund
requirements; conversion rights; and restrictions on the issuance of such
shares or any series thereof. In addition the Board of directors is hereby
authorized to similarly fix or change any or all other express terms in
respect of the preferred stock as may be permitted or required by law.
(c) Upon the conversion of any shares of preferred stock the stated
capital of the corporation shall be reduced or increased in such a manner
and at such a rate so that the stated capital attributable to any share
issued upon the exercise of such conversion rights shall be the same as any
other share of its class and not the stated capital of the share so
converted.
2
(d) The holders of the shares of preferred stock, shall receive
dividends, when and as declared by the Board of Directors, out of funds
available for the payment of dividends, before any dividends shall be paid
on the shares of common stock. Such dividends shall be payable at the rate
per share per annum, and no more, and pursuant to the other terms as shall
have been fixed by the Board of Directors, and no dividends shall be paid
on the shares of common stock unless the current dividends, and all the
arrears of dividends, if any, on the outstanding shares of the preferred
stock shall have been made for the payment thereof.
(e) In case of the dissolution or liquidation of the Corporation,
before any payment shall be made to the holders of the common stock, the
holders of the preferred stock shall be entitled to be paid from the assets
available thereof the liquidation price fixed by the Board of Directors,
and all accrued and unpaid dividends thereon, but shall not be entitled to
participate any further in the distribution of the assets of the
corporation.
FIFTH: No holders of any class of shares of the Corporation shall have any
preemptive right to purchase or have offered to them for the purchase any shares
or other securities of the Corporation.
SIXTH: The Corporation may from time to time, pursuant to authorization by
the Directors and without action by the shareholders, purchase or otherwise
acquire shares of the Corporation of any class or classes in such manner, upon
such terms and in such amounts as the Directors shall determine; subject,
however, to such limitation or restriction, if any, as is contained in the
express terms of any class of shares of the Corporation outstanding at the time
of the purchase or acquisition in question.
SEVENTH: The approval of holders of shares representing two-thirds of the
voting power of the Corporation and, if a class vote is otherwise required by
applicable law, approval of the holders of shares representing two-thirds of the
voting power of any shares voting separately as a class, shall be required to
effect any amendment to the Amended Articles of Incorporation, a merger or
consolidation if under Ohio law such merger or consolidation would have to be
submitted to the shareholders of the Corporation for action, a sale or
disposition of all or substantially all of the assets of the Corporation or a
dissolution of the Corporation. Notwithstanding any provision of the Ohio
Revised Code now or hereafter in force requiring for any other purpose the vote,
consent, waiver or release of the holders of the shares entitling them to
exercise two thirds, or any other proportion, of the voting power of the
Corporation or any class of classes of shares thereof, any such other action,
unless otherwise expressly required by statute or by these Amended Articles of
Incorporation, may be taken by the vote, consent, waiver or release of the
holders of shares entitling them to exercise a majority of the voting power of
the Corporation or of such class or classes.
EIGHTH: The shareholders of the Corporation shall have no right to
cumulatively vote in the election of Directors of the Corporation.
NINTH: Any and every statute of the State of Ohio hereafter enacted,
whereby the rights, powers or privileges of corporations or of the shareholders
or corporations organized under the laws of the State of Ohio are increased or
diminished or in any way affected, or whereby effect is given to the action
taken by any number, less than all, of the shareholders of any such corporation,
shall apply to the Corporation and shall be binding not only upon the
Corporation but upon every shareholder of the Corporation to the same extent as
if such statute had been in force at the date of filing these Articles of
Incorporation of the Corporation in the office of the Secretary of State of
Ohio.