Exhibit 3.1
SECOND AMENDED AND RESTATED
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ARTICLES OF INCORPORATION
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OF
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STONERIDGE, INC.
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FIRST: The name of the Corporation shall be "Stoneridge, Inc."
SECOND: The place in the State of Ohio where the principal office of the
Corporation is to be located is in Howland Township, Trumbull County.
THIRD: The purpose of the Corporation 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 and any amendments heretofore or hereafter
made thereto.
FOURTH: The authorized number of shares of the Corporation is 65,000,000,
consisting of 60,000,000 Common Shares, without par value (hereinafter referred
to as "Common Shares"), and 5,000,000 Serial Preferred Shares, without par value
(hereinafter referred to as "Serial Preferred Shares").
DIVISION A
The Serial Preferred Shares shall have the following express terms:
Section 1. Series. The Serial Preferred Shares may be issued
from time to time in one or more series. All Serial Preferred Shares shall
be of equal rank and shall be identical, except in respect of the matters
that may be fixed by the Board of Directors as hereinafter provided, and
each share of a series shall be identical with all other shares of such
series, except as to the dates from which dividends shall accrue and be
cumulative. Subject to the provisions of Sections 2 through 6, both
inclusive, of this Division, which provisions shall apply to all Serial
Preferred Shares, the Board of Directors hereby is authorized to cause such
shares to be issued in one or more series and with respect to each such
series to determine and fix prior to the issuance thereof (and thereafter,
to the extent provided in clause (b) of this Section) the following:
(a) The designation of the series, which may be by
distinguishing number, letter or title;
(b) The authorized number of shares of the series, which
number the Board of Directors may (except when otherwise provided
in the creation of
the series) increase or decrease from time to time before or after
the issuance thereof (but not below the number of shares thereof
then outstanding);
(c) The dividend rate or rates of the series, including
the means by which any such rate may be established;
(d) The date or dates from which dividends shall accrue and
be cumulative and the dates on which and the period or periods for
which dividends, if declared, shall be payable, including the means
by which any such date or period may be established;
(e) The redemption rights and redemption price or prices,
if any, for shares of the series;
(f) The terms and amount of the sinking fund, if any, for
the purchase or redemption of shares of the series;
(g) The amounts payable on shares of the series in the
event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation;
(h) Whether the shares of the series shall be convertible
into Common Shares or shares of any other class and, if so, the
conversion rate or rates or price or prices, any adjustments
thereof and all other terms and conditions upon which such
conversion may be made; and
(i) Restrictions (in addition to those set forth in
Subsection 5(b) of this Division) on the issuance of shares of the
same series or of any other class or series.
The Board of Directors is authorized to adopt from time to time amendments
to the Second Amended and Restated Articles of Incorporation fixing, with
respect to each such series, the matters described in clauses (a) through (i),
both inclusive, of this Section and is authorized to take such actions with
respect thereto as may be required by law in order to effect such amendments.
Section 2. Dividends.
(a) The holders of Serial Preferred Shares of each series,
in preference to the holders of Common Shares and of any other
class of shares ranking junior to the Serial Preferred Shares,
shall be entitled to receive out of any funds legally available
for the payment of dividends on Serial Preferred Shares, when and
as declared by the Board of Directors, dividends in cash at the
rate or rates for such series fixed in accordance with the
provisions of Section 1 of this Division A and no more, payable on
the dates fixed for such series. Such dividends shall accrue and
be cumulative, in the case of shares of each particular series,
from and after the date or dates fixed with respect to
such series. No dividends shall be paid upon or declared or set
apart for any series of Serial Preferred Shares for any dividend
period unless at the same time a like proportionate dividend
payable for the dividend periods terminating on the same or any
earlier date, ratably in proportion to the respective annual
dividend rates fixed therefor, shall have been paid upon or
declared or set apart for all Serial Preferred Shares of all series
then issued and outstanding and entitled to receive such dividend.
(b) So long as any Serial Preferred Shares shall be
outstanding no dividend, except a dividend payable in Common Shares
or other shares ranking junior to Serial Preferred Shares, shall be
paid or declared or any distribution be made, except as aforesaid,
in respect of the Common Shares or any other shares ranking junior
to Serial Preferred Shares, nor shall any Common Shares or any
other shares ranking junior to Serial Preferred Shares be
purchased, retired or otherwise acquired by the Corporation, except
out of the proceeds of the sale of Common Shares or other shares of
the Corporation ranking junior to Serial Preferred Shares received
by the Corporation subsequent to the date of first issuance of
Serial Preferred Shares of any series, unless:
(1) All accrued and unpaid dividends on Serial
Preferred Shares, including the full dividends for all
current dividend periods, shall have been declared and paid
or a sum sufficient for payment thereof set apart; and
(2) There shall be no arrearage with respect to the
redemption of Serial Preferred Shares of any series from any
sinking fund provided for shares of such series in accordance
with Section 1 of this Division A.
Section 3. Redemption.
(a) Subject to the express terms of each series and the
provisions of Subsection 5(c)(3) of this Division A, the
Corporation:
(1) May, from time to time at the option of the Board
of Directors, redeem all or any part of any redeemable series of
Serial Preferred Shares at the time outstanding at the applicable
redemption price for such series fixed in accordance with Section 1
of this Division A; and
(2) Shall, from time to time, make such redemptions of
each series of Serial Preferred Shares as may be required to
fulfill the requirements of any sinking fund provided for shares of
such series at the applicable sinking fund redemption prices fixed
in accordance with Section 1 of this Division A;
and shall in the case of any such redemption pay all accrued and
unpaid dividends to the redemption date.
(b) (1) Notice of every such redemption shall
be mailed, postage prepaid, to the holders of record of
Serial Preferred Shares to be redeemed at their
respective addresses then appearing on the books of the
Corporation, not less than 30 days nor more than 60 days
prior to the date fixed for such redemption, or such
other time prior thereto as the Board of Directors shall
fix for any series pursuant to Section 1 of this
Division A prior to the issuance thereof. At any time
after notice as provided above has been deposited in the
mail, the Corporation may deposit the aggregate
redemption price of Serial Preferred Shares to be
redeemed, together with accrued and unpaid dividends
thereon to the redemption date, with any bank or trust
company in Cleveland, Ohio, or New York, New York,
having capital and surplus of not less than $50,000,000,
named in such notice and direct that there be paid to
the respective holders of Serial Preferred Shares so to
be redeemed amounts equal to the redemption price of
Serial Preferred Shares so to be redeemed, together with
such accrued and unpaid dividends thereon, on surrender
of the share certificate or certificates held by such
holders; and upon the deposit of such notice in the mail
and the making of such deposit of money with such bank
or trust company, such holders shall cease to be
shareholders with respect to such shares; and from and
after the time such notice shall have been so deposited
and such deposit of money shall have been so made, such
holders shall have no rights or claim against the
Corporation with respect to such shares, except only the
right to receive such money from such bank or trust
company without interest or to exercise before the
redemption date any unexpired privileges of conversion.
If less than all of the outstanding Serial Preferred
Shares are to be redeemed, the Corporation shall select
by lot the shares so to be redeemed in such manner as
shall be prescribed by the Board of Directors .
(2) If the holders of Serial Preferred Shares
which have been called for redemption shall not within
five years after such deposit claim the amount deposited
for the redemption thereof, any such bank or trust
company shall, upon demand, pay over to the Corporation
such unclaimed amounts and thereupon such bank or trust
company and the Corporation shall be relieved of all
responsibility in respect thereof and to such holders.
(c) Any Serial Preferred Shares which are (1) redeemed by
the Corporation pursuant to the provisions of this Section, (2)
purchased and delivered in satisfaction of any sinking fund
requirements provided for shares of such series, (3) converted in
accordance with the express terms thereof, or (4) otherwise
acquired by the Corporation, shall resume the status of authorized
but unissued Serial Preferred Shares without serial designation.
Section 4. Liquidation.
(a) (1) In any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of
the Corporation, the holders of Serial Preferred Shares
of any series shall be entitled to receive in full out
of the assets of the Corporation, including its capital,
before any amount shall be paid or distributed among the
holders of Common Shares or any other shares ranking
junior to Serial Preferred Shares, the amounts fixed
with respect to shares of such series in accordance with
Section 1 of this Division, plus an amount equal to all
dividends accrued and unpaid thereon to the date of
payment of the amount due pursuant to such liquidation,
dissolution or winding up of the affairs of the
Corporation. If the net assets of the Corporation
legally available therefor are insufficient to permit
the payment upon all outstanding Serial Preferred Shares
of the full preferential amount to which they are
entitled pursuant to this subsection 4(a)(1), then such
net assets shall be distributed ratably upon all
outstanding Serial Preferred Shares in proportion to the
full preferential amount to which each such share is
entitled.
(2) After payment to the holders of Serial
Preferred Shares of the full preferential amounts as
aforesaid, the holders of Serial Preferred Shares, as
such, shall have no right or claim to any of the
remaining assets of the Corporation.
(b) The merger or consolidation of the Corporation
into or with any other corporation or entity, the merger of
any other corporation or entity into the Corporation, or the
sale, lease or conveyance of all or substantially all the
assets of the Corporation, shall not be deemed to be a
dissolution, liquidation or winding up for the purposes of
this Section 4 .
Section 5. Voting.
(a) The holders of Serial Preferred Shares shall have no voting
rights, except as provided in this Section or as required by law.
(b) (1) If, and so often as, the Corporation shall be
in default in the payment of the equivalent of the full
dividends on any series of Serial Preferred Shares at the
time outstanding, whether or not earned or declared, for a
number of dividend payment periods (whether or not
consecutive) which in the aggregate contain at least 540
days, the holders of Serial Preferred Shares of all series,
voting together as one separate class, shall be entitled to
elect, as herein provided, two members of the Board of
Directors of the Corporation; provided, however, that the
holders of Serial Preferred Shares shall not have or exercise
such special class voting rights except at meetings of such
shareholders for the election of directors at which the
holders of not
less than 50% of the outstanding Serial Preferred Shares of
all series then outstanding are present in person or by
proxy; and provided further that the special class voting
rights provided for in this subsection 5(b)(1) when the same
shall have become vested shall remain so vested until all
accrued and unpaid dividends on Serial Preferred Shares of
all series then outstanding shall have been paid, whereupon
the holders of Serial Preferred Shares shall be divested of
their special class voting rights in respect of subsequent
elections of directors, subject to the revesting of such
special class voting rights on another default of the type
specified in this subsection 5(b)(1).
(2) In the event of default entitling the holders of
Serial Preferred Shares to elect two directors as specified
in paragraph (1) of this Subsection, a special meeting of
such holders for the purpose of electing such directors shall
be called by the Secretary of the Corporation upon written
request of, or may be called by, the holders of record of at
least 10% of Serial Preferred Shares of all series at the
time outstanding, and notice thereof shall be given in the
same manner as that required for the annual meeting of
shareholders; provided, however, that the Corporation shall
not be required to call such special meeting if the annual
meeting of shareholders shall be called to be held within 120
days after the date of receipt of the foregoing written
request from the holders of Serial Preferred Shares; provided
further, however, that if that annual meeting is not so held
within such 120-day period, a special meeting shall be called
as soon as is practicable after the Corporation becomes aware
that such annual meeting will not be so held. At any meeting
at which the holders of Serial Preferred Shares shall be
entitled to elect directors, the holders of 50% of Serial
Preferred Shares of all series at the time outstanding,
present in person or by proxy, shall be sufficient to
constitute a quorum, and the vote of the holders of a
majority of such shares so present at any such meeting at
which there shall be such a quorum shall be sufficient to
elect the members of the Board of Directors which the holders
of Serial Preferred Shares are entitled to elect as herein
provided. Notwithstanding any provision of these Second
Amended and Restated Articles of Incorporation or the Amended
and Restated Code of Regulations of the Corporation or any
action taken by the holders of any class of shares fixing the
number of directors of the Corporation, the two directors who
may be elected by the holders of Serial Preferred Shares
pursuant to this Subsection shall serve in addition to any
other directors then in office or proposed to be elected
otherwise than pursuant to this Subsection. Nothing in this
Subsection shall prevent any change otherwise permitted in
the total number of or classifications of directors of the
Corporation nor require the resignation of any director
elected otherwise than pursuant to this Subsection.
Notwithstanding any classification of the other directors of
the Corporation, the two directors elected by the holders of
Serial
Preferred Shares shall be elected annually for terms expiring
at the next succeeding annual meeting of shareholders.
(3) The terms of office of all directors then in office
elected by holders of Serial Preferred Shares as provided in
this Subsection shall terminate immediately upon the
expiration of the term of office during which there occurs
any divesting of the special class voting rights of these
holders. If the office of any director elected by such
holders becomes vacant by reason of death, resignation,
removal from office or otherwise, the holders of a majority
of Serial Preferred Shares of all series at the time
outstanding, present in person or by proxy at a special
meeting of shareholders called and held in accordance with
Subsection (2) above, shall elect a successor who shall hold
office for the unexpired term in respect of which such
vacancy occurred.
(c) The affirmative vote of the holders of at least
two-thirds of Serial Preferred Shares at the time outstanding, voting together
as one separate class, shall be necessary to effect any one or more of the
following (but so far as the holders of Serial Preferred Shares are concerned,
such action may be effected with such vote):
(1) Any amendment, alteration or repeal, whether by
merger, consolidation or otherwise, of any of the provisions
of the Second Amended and Restated Articles of Incorporation
or of the Code of Regulations of the Corporation which
affects adversely the preferences or voting or other rights
of the holders of Serial Preferred Shares; provided, however,
neither the amendment of the Second Amended and Restated
Articles of Incorporation so as to authorize, create or
change the authorized or outstanding number of Serial
Preferred Shares or of any shares ranking on a parity with or
junior to Serial Preferred Shares nor the amendment of the
provisions of the Code of Regulations so as to change the
number or classification of directors of the Corporation
shall be deemed to affect adversely the preferences or voting
or other rights of the holders of Serial Preferred Shares;
and provided further, that if any amendment, alteration or
repeal affects adversely the preferences or voting or other
rights of one or more but not all series of Serial Preferred
Shares at the time outstanding, only the affirmative vote of
the holders of at least two-thirds of the number of shares at
the time outstanding of the series so affected shall be
required;
(2) The authorization, creation or increase in the
authorized number of shares, or of any security convertible
into shares, in either case ranking prior to the Serial
Preferred Shares; or
(3) The purchase or redemption (for sinking fund
purposes or otherwise) of less than all Serial Preferred
Shares then outstanding
except in accordance with a share purchase offer made to all
holders of record of Serial Preferred Shares, unless all
dividends on all Serial Preferred Shares then outstanding for
all previous dividend periods shall have been declared and
paid or funds therefor set apart and all accrued sinking fund
obligations applicable thereto shall have been complied with.
Section 6. Definitions. For the purposes of this Division:
(a) Whenever reference is made to shares "ranking prior to Serial
Preferred Shares," such reference shall mean all shares of the Corporation in
respect of which the rights of the holders thereof as to the payment of
dividends or as to distributions in the event of a voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation are
given preference over the rights of the holders of Serial Preferred Shares;
(b) Whenever reference is made to shares on a parity with Serial
Preferred Shares, such reference shall mean all shares of the Corporation in
respect of which the rights of the holders thereof as to the payment of
dividends and as to distributions in the event of a voluntary or involuntary
liquidation, dissolution or winding up of the affairs of a Corporation rank
equally (except as to the amounts fixed therefor) with the rights of the holders
of Serial Preferred Shares; and
(c) Whenever reference is made to shares "ranking junior to Serial
Preferred Shares," such reference shall mean all shares of the Corporation other
than those defined under Subsections (a) and (b) of this Section 6 as shares
"ranking prior to" or "on a parity with" Serial Preferred Shares.
DIVISION B
The Common Shares shall have the following express terms:
The Common Shares shall be subject to the express terms of Serial Preferred
Shares and any series thereof. Each Common Share shall be equal to each other
Common Share and the holders thereof shall be entitled to one vote for each
Common Share on all matters presented to the shareholders of the Corporation.
Each Class A and Class B Common Share issued and outstanding immediately prior
to the filing of these Second Amended and Restated Articles of Incorporation,
and each share held at such time by the Corporation as a treasury share, is
changed, effective upon that filing, into 139.0856 Common Shares, with any
fractional Common Share to which a holder would otherwise be entitled being
rounded down to the nearest whole share.
FIFTH: No holder of shares of the Corporation of any class shall be
entitled as such, as a matter of right, to subscribe for or purchase shares of
the Corporation of any class, now or hereafter authorized, or to subscribe for
or purchase securities convertible into or exchangeable for shares of the
Corporation of any class or to which shall be attached or appertain any warrants
or rights entitling the holder thereof to subscribe for or purchase shares of
the Corporation of any class, except such rights of subscription or purchase, if
any, for such consideration and upon such terms and conditions as its Board of
Directors from time to time may determine.
SIXTH: To the extent permitted by law, the Corporation, by action of
its Board of Directors and without action by its shareholders, may purchase or
otherwise acquire shares of any class issued by it at such times, for such
consideration and upon such terms and conditions as its Board of Directors may
determine.
SEVENTH: Except as otherwise provided in these Second Amended and
Restated Articles of Incorporation or the Code of Regulations of the Corporation
as in effect from time to time, notwithstanding any provision of Sections
1701.01 to 1701.98, inclusive, of the Ohio Revised Code and any amendments
heretofore or hereafter made thereto, requiring for any purpose the vote,
consent, waiver, or release of the holders of shares entitling them to exercise
two-thirds or any other proportion of the voting power of the Corporation or of
any class or classes of shares thereof, any action may be taken by the vote of
the holders of shares entitling them to exercise a majority of the voting power
of the Corporation, or of such class or classes, unless the proportion
designated by such statute cannot be altered by these Second Amended and
Restated Articles of Incorporation.
EIGHTH: No shareholder may cumulate such shareholder's voting power
in the election of directors.
NINTH: No person who is serving or has served as a director of the
Corporation shall be personally liable to the Corporation or any of its
shareholders for monetary damages for breach of any fiduciary duty of such
person as a director by reason of any act or omission of such person as a
director; but the foregoing provision shall not eliminate or limit the liability
of any person (a) for any breach of such person's duty of loyalty as a director
to the Corporation or its shareholders, (b) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (c)
under Section 1701.95 of the Ohio Revised Code, (d) for any transaction from
which such person derived any improper personal benefit, or (e) to the extent
that such liability may not be limited or eliminated by virtue of Section
1701.13 of the Ohio Revised Code or any successor section or statute. Any repeal
or modification of this NINTH Article by the shareholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the Corporation existing at the time of such
repeal or modification.
TENTH: If any provision (or portion thereof) of these Second Amended
and Restated Articles of Incorporation shall be found to be invalid, prohibited,
or unenforceable for any reason, the remaining provisions (or portions thereof)
of these Second Amended and Restated Articles of Incorporation shall remain in
full force and effect, and shall be construed
as if such invalid, prohibited, or unenforceable provision had been stricken
herefrom or otherwise rendered inapplicable, it being the intent of the
Corporation and its shareholders that each such remaining provision (or portion
thereof) of these Second Amended and Restated Articles of Incorporation remain,
to the fullest extent permitted by law, applicable and enforceable as to all
shareholders, notwithstanding any such finding.
ELEVENTH: These Second Amended and Restated Articles of Incorporation
supersede and take the place of the heretofore existing Amended and Restated
Articles of Incorporation and all amendments thereto.