ARTICLES OF INCORPORATION
OF
ALLTRISTA PLASTICS CORPORATION
The undersigned incorporator, desiring to form a corporation (hereinafter
referred to as the "Corporation") pursuant to the provisions of the Indiana
Business Corporation Law, as amended (hereinafter referred to as the "Act"),
executes the following Articles of Incorporation.
ARTICLE I
NAME
The name of the Corporation is Alltrista Plastics Corporation.
ARTICLE II
SHARES
Section 2.1. Number. The total number of shares which the Corporation is
authorized to issue is one thousand (1,000) shares, with par value of One Dollar
($1.00) per share.
Section 2.2. Classes. There shall be one (1) class of shares of the Corporation,
which shall be designated as "Common Shares".
Section 2.3. Relative Rights, Preferences, Limitations and Restrictions of
Common Shares. All Common Shares shall have the same rights, preferences,
limitations and restrictions.
Section 2.4. Voting Rights of Common Shares. Each holder of Common Shares shall
be entitled to one (1) vote for each share owned of record on the books of the
Corporation on each matter submitted to a vote of the holders of Common Shares.
ARTICLE III
REGISTERED OFFICE AND REGISTERED AGENT
Section 3.1. Registered Office. The street address of the Corporation's initial
registered office One North Capital Avenue, Indianapolis, Indiana 46204.
Section 3.2. Registered Agent. The name of the Corporation's initial registered
agent at such registered office is CT Corporation System.
ARTICLE IV
INCORPORATOR
The name and address of the incorporator of the Corporation are:
Name Address
---- -------
Angela K. Knowlton 345 South High Street, Suite 200
P.O. Box 5004
Muncie, Indiana 47307-5004
ARTICLE V
BOARD OF DIRECTORS
Section 5.1. Number. The total number of directors shall be that specified in or
fixed in accordance with the bylaws. In the absence of a provision in the bylaws
specifying the number of directors or setting forth the manner in which such
number shall be fixed, the number of directors shall be three (3). The bylaws
may provide for staggering the terms of directors by dividing the directors into
two (2) or three (3) groups, as provided in the Act.
Section 5.2. Initial Board of Directors. The names and addresses of the initial
directors of the Corporation are:
Name Address
---- -------
Thomas B. Clark 345 South High Street, Suite 200
P.O. Box 5004
Muncie, Indiana 47307-5004
Jerry T. McDowell 345 South High Street, Suite 200
P.O. Box 5004
Muncie, Indiana 47307-5004
Kevin D. Bower 345 South High Street, Suite 200
P.O. Box 5004
Muncie, Indiana 47307-5004
ARTICLE VI
INDEMNIFICATION
Section 6.1. Rights to Indemnification and Advancement of Expenses.
(a) The Corporation shall indemnify as a matter of right every person made a
party to a proceeding because such person is or was
(i) a member of the Board of Directors of the Corporation,
(ii) an officer of the Corporation, or
(iii) while a director or officer of the Corporation, serving at the
Corporation's request as a director, officer, partner, trustee, employee, or
agent of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan, or other enterprise, whether for profit or not,
(each an "Indemnitee") against all liability incurred by such person in
connection with the proceeding; provided that it is determined in the specific
case that indemnification of such person is permissible in the circumstances
because such person has met the standard of conduct for indemnification
specified in the Act. The Corporation shall pay for or reimburse the reasonable
expenses incurred by an Indemnitee in connection with any such proceeding in
advance of final disposition thereof in accordance with the procedures and
subject to the conditions specified in the Act. The Corporation shall indemnify
as a matter of right an Indemnitee who is wholly successful, on the merits or
otherwise, in the defense of any such proceeding, against reasonable expenses
incurred by the Indemnitee in connection with the proceeding without the
requirement of a determination as set forth in the first sentence of this
paragraph.
(b) Upon demand by a person for indemnification or advancement of expenses, as
the case may be, the Corporation shall expeditiously determine whether the
person is entitled thereto in accordance with this Article and the procedures
specified in the Act.
(c) The indemnification provided under this Article shall apply to any
proceeding arising from acts or omissions occurring before or after the adoption
of this Article.
Section 6.2. Other Rights Not Affected. Nothing contained in this Article shall
limit or preclude the exercise or be deemed exclusive of any right under the
law, by contract or otherwise, relating to indemnification of or advancement of
expenses to any individual who is or was a director, officer, employee or agent
of the Corporation, or the ability of the Corporation to otherwise indemnify or
advance expenses to any such individual. It is the intent of this Article to
provide indemnification to directors and officers to the fullest extent now or
hereafter permitted by law consistent with the terms and conditions of this
Article. Therefore, indemnification shall be provided in accordance with this
Article irrespective of the nature of the legal or equitable theory upon which a
claim is made, including without limitation negligence, breach of duty,
mismanagement, corporate waste, breach of contract, breach of warranty, strict
liability, violation of federal or state securities laws, violation of the
Employee Retirement Income Security Act of 1974, as amended, or violation of any
other state or federal laws.
Section 6.3. Definitions. For purposes of this Article:
(a) The term "director" means an individual who is or was a member of the Board
of Directors of the Corporation or an individual who, while a director of the
Corporation, is or was serving at the Corporation's request as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise, whether for profit or not. A director is considered to be serving an
employee benefit plan at the Corporation's request if the director's duties to
the Corporation also impose duties on, or otherwise involve services by, the
director to the plan or to participants in or beneficiaries of the plan. The
term "director" includes, unless the context requires otherwise, the estate or
personal representative of a director.
(b) The term "expenses" includes all direct and indirect costs (including
without limitation counsel fees, retainers, court costs, transcripts, fees of
experts, witness fees, travel expenses, duplicating costs, printing and binding
costs, telephone charges, postage, delivery service fees, all other
disbursements or out-of-pocket expenses) actually incurred in connection with
the investigation, defense, settlement or appeal of a proceeding or establishing
or enforcing a right to indemnification under this Article, applicable law or
otherwise.
(c) The term "liability" means the obligation to pay a judgment, settlement,
penalty, fine, excise tax (including an excise tax assessed with respect to an
employee benefit plan), or reasonable expenses incurred with respect to a
proceeding.
(d) The term "party" includes an individual who was, is or is threatened to be
made a named defendant or respondent in a proceeding.
(e) The term "proceeding" means any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative and
whether formal or informal.
IN WITNESS WHEREOF, the undersigned incorporator designated in Article IV
executes these Articles of Incorporation and hereby verifies subject to
penalties of perjury that the facts contained herein are true.
Dated this 20th day of December, 1996.
/s/ Angela K. Knowlton
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