Exhibit 3.5
STATE OF MAINE
BATH IRON WORKS CORPORATION
RESTATED ARTICLES OF INCORPORATION
(RESTATEMENT BY SHAREHOLDERS VOTING AS SEPARATE CLASS)
PURSUANT TO 13-A MRSA SECTION 809, THE UNDERSIGNED
CORPORATION ADOPTS THESE ARTICLES OF RESTATEMENT.
FIRST: As set out in detail in "THIRD", one or more classes of
shares of the corporation were entitled to vote as a separate class on the
restatement of its articles of incorporation set forth in Exhibit A attached
hereto.
SECOND: The restatement set out in Exhibit A attached was
adopted by the shareholders (Circle one)
A. at a meeting legally called and held on,
OR September 13, 1995.
B. by unanimous written consent on
THIRD: On said date, the number of shares of each class
outstanding and entitled to vote on said restatement (whether or not entitled to
vote as a separate class), the manner in which each such class was entitled to
vote (whether or not as a separate class), and the number of shares voted for
and against said restatement, respectively, were as follows:
Designation of Manner No. of Shares
Each Class In Which Outstanding
However Entitled Entitled And Entitled Voted Voted
To Vote To Vote To Vote For Against
------- ------- ------- --- -------
Common As Separate Class 1,000 1,000 0
13% Redeemable Exchangeable
Cumulative
Preferred
As Separate Class 1,654,625 1,654,625 0
Total of All Classes 1,655,625 1,655,625 0
FOURTH: If said restatement provides for exchange,
reclassification or cancellation of issued shares the manner in which the same
shall be effected is contained in Exhibit B attached hereto, if it is not set
forth in the restatement itself.
FIFTH: If said restatement effects a change in the number of par
values of authorized shares the number of shares which the corporation has
authority to issue after giving effect to said restatement, is as follows:
Series Number Par Value
Class (If Any) of Shares (If Any)
----- -------- --------- --------
Common 1,000 $1.00
The aggregate par value of all such shares (of all classes and
series) having par value is $1,000.00.
The total number of all such shares (of all classes and series)
without par value is 0 shares.
SIXTH: Address of the registered office in Maine: 700 Washington
Street, Bath, Maine 04530.
-----------------------------------
MUST BE COMPLETED FOR VOTE BATH IRON WORKS CORPORATION
OF SHAREHOLDERS ---------------------------------
--------------------------------- (Name of Corporation)
I certify that I have custody of By*
the minutes showing the above ______________________________
action by the shareholders. (signature)
Mark L. Haley, Clerk
_________________________________ _________________________________
(signature of clerk) (type or print name and capacity)
By*
______________________________
(signature)
Dated: September 25, 1995 _________________________________
________________________ (type or print name and capacity)
- -----------------------------
* In addition to any certification of custody of minutes this document MUST be
signed by (1) the Clerk OR (2) the President or a vice-president AND the
Secretary, an assistant secretary or other officer the bylaws designate as
second certifying officer OR (3) if no such officers, a majority of the
directors or such directors designated by a majority of directors then in office
OR (4) if no directors, the holders, or such of them designated by the holders
of record of a majority of all outstanding shares entitled to vote thereon OR
(5) the holders of all outstanding shares.
NOTE: This form should not be used if any class of shares is entitled to vote as
a separate class for any of the reasons set out in Section 806, or because the
articles so provide. For vote necessary for adoption see Section 805.
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EXHIBIT A
RESTATEMENT OF THE
ARTICLES OF INCORPORATION
OF
BATH IRON WORKS CORPORATION
Pursuant to 13-A MRSA Section 809, the undersigned corporation
adopts these Restated Articles of Incorporation.
FIRST: The name of the corporation is Bath Iron Works
Corporation and its principal business location in Maine is 700 Washington
Street, Bath, Maine 04530.
SECOND: The name of its Clerk, who must be a Maine resident, and
the registered office shall be Mark L. Haley, Bath Iron Works Corporation, 700
Washington Street, Bath, Maine 04530.
THIRD: 1. The board of directors is authorized to increase or
decrease the number of directors.
2. The minimum number to which the board may decrease
the number of directors who shall constitute the
whole board shall be one director and the maximum
number to which the board may increase the number
of directors who shall constitute the whole board
shall be nine directors.
FOURTH: There shall be only one class of shares which shall be
entitled Common Shares. The par value of each Common Share shall be $1.00. The
number of Common Shares authorized shall be 1000. The aggregate par value of all
authorized Common Shares is $1,000.00.
FIFTH: Meetings of shareholders may be held outside the State of
Maine.
SIXTH: There are no preemptive rights.
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EXHIBIT B
The Corporation currently has issued and outstanding 1,000 shares of
Common Stock, $1.00 par value ("Common Stock"), and 1,654,625 shares of 13%
Redeemable Exchangeable Cumulative Preferred Stock, $100.00 par value
("Preferred Stock"). Effective upon the filing of the Restated Articles of
Incorporation of the Corporation, each share of Preferred Stock of the
Corporation outstanding immediately prior to such effective time shall, without
any action on the part of the holder thereof, be cancelled.
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