EXHIBIT 3.35
(PROFIT DOMESTIC CORPORATION)
ARTICLES OF INCORPORATION
These Articles of Incorporation are signed by the incorporator(s) for
the purpose of forming a profit corporation pursuant to the provisions of Act
284, Public Acts of 1972, as amended, as follows:
ARTICLE I
The name of the corporation is OPERATOR SPECIALTY COMPANY, INC.
ARTICLE II
The purpose or purposes for which the corporation is organized is to
engage in any activity within the purposes for which corporations may be
organized under the Business Corporation Act of Michigan.
To conduct and carry on the manufacture, production, purchase, sale and
distribution of Gate and Door operating devises and any other related
items of any kind or nature and to manufacture and deal in or with
equipment and materials of any kind or nature useful or convenient
thereto, to engage in repair and service and to engage in any and all
kinds of businesses in connection thereof and therewith either in the
United States, Canada, Europe or say foreign lands.
To Design, manufacture, produce, buy, hold, sell and deal in all
materials, equipment and personal property appurtenant or incident to
and useful in the Gate and Door operating devises and any other
machinery.
To provide a means and methods of evaluating, examining, financing,
licensing, purchasing, promoting, expediting, developing, testing,
producing and marketing in whole or in part all inventions, formulae,
machines and any other product or service of any or every kind and
character for the benefit of the shareholders of this corporation for
their financial gain and for the benefit of society in general.
To transact the business of investing on behalf of itself or others,
any part of its capital and such additional funds as it may obtain, or
any interest therein, either as tenant in common or otherwise, and
selling, buying or otherwise disposing of the same or any part thereof,
or interest therein. To purchase, improve, develop, lease, exchange,
sell, dispose of and otherwise deal in any real estate; to purchase,
lease, build, construct, erect, occupy and manage buildings belonging
to or to be acquired by this company or any other firm, person or
corporation, and to engage in the general business of financing.
ARTICLE III
The total authorized capital stock is:
Preferred shs. Par value $
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(1)
Common shs. 50,000 Par value $1.00 (One Dollar) per share
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Preferred
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and/or shs. of (2) no par value. (See part 8 of instructions)
Common
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(3) A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:
The stockholders agree that if they should sell their stock, in the
corporation they will (1) offer the sale to the then shareholders in equal
proportion to those then shareholders. (2) If the then shareholders shall not
purchase any or all of Sellers stock, the Seller shall offer such offered or any
balance remaining unsold to the Corporation itself. (3) If neither of the then
shareholders of the Corporation or the Corporation shall purchase any or all of
the said stock the Seller may dispose of his stock to strangers, provided
however, that the sale to strangers shall not be at a price and terms more
favorable then offered to the shareholders of the Corporation.
All offers to existing shareholders or corporation shall be irrevocable
for Thirty (30) days.
ARTICLE IV
The address of the initial registered office is:
1353 Bridge Street NW Grand Rapids, , Michigan 49504
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(No. and Street) (Town or City) (Zip Code)
The mailing address of the initial registered office is (need not be
completed unless different from the above address):
, Michigan
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(No. and Street) (Town or City) (Zip Code)
The name of the initial resident agent at the registered office is:
Jerome Trupiano
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ARTICLE V
The name(s) and address (es) of the incorporator(s) are as follows:
Name Residence or Business Address
Jerome Trupiano 1353 Bridge Street NW, Grand Rapids, MI 49504
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ARTICLE VI
OPTIONAL (Delete Article VI if not applicable.)
When a compromise or arrangement or a plan of reorganization of this
corporation is proposed between this corporation and its creditors or any class
of them or between this corporation and its shareholders or any class of them, a
court of equity jurisdiction within the state, on application of this
corporation or of a creditor or shareholder thereof, or on application of a
receiver appointed for the corporation, may order a meeting of the creditors or
class of creditors or of the shareholders or class of shareholders to be
affected by the proposed compromise or arrangement or reorganization, to be
summoned in such manner as the court directs. If a majority in number
representing 3/4 in value of the creditors or class of creditors, or of the
shareholders or class of shareholders to be affected by the proposed compromise
or arrangement or a reorganization, agree to a compromise or arrangement or a
reorganization of this corporation as a consequence of the compromise or
arrangement, the compromise or arrangement and the reorganization, if sanctioned
by the court to which the application has been made, shall be binding on all the
creditors or class of creditors, or on all the shareholders or class of
shareholders and also on this corporation.
ARTICLE VII
(Here insert any desired additional provisions authorized by the Act)
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I (We), the incorporator(s), sign my (our) name(s) this 9th day of October,
1975.
/s/ Jerome Trupiano
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Jerome Trupiano
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(See Instructions on Reverse Side)
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