ARTICLES OF INCORPORATION
OF
BALL UNIMARK, INC.
ARTICLE I
Name
The name of the corporation is Ball Unimark, Inc. (hereinafter referred to as
the "Corporation").
ARTILCE II
Purpose
The purpose for which the Corporation is formed is to engage in the transaction
of any or all lawful business which may be conducted, or for which corporations
may be incorporated, under the Indiana Business Corporation law.
Article III
Registered Office and Registered Agent
The street address of the Corporation's initial registered office in the State
of Indiana is 345 South High Street, Muncie, Indiana 47305; and the name and
street address of its initial registered agent is CT Corporation System, One
North Capital Avenue, Indianapolis, Indiana 46204.
Article IV
Capital Stock
Section A. Amount of Capital Stock
The total number of shares that may be issued by the Corporation is one thousand
(1,000) shares of capital stock without nominal or par value.
Section B. Terms
All such authorized shares shall be issued as common stock. The shares of common
stock shall be identical with each other in all respects.
Section C. Issuance of Stock
The Board of Directors shall have authority to authorize and direct the issuance
by the Corporation of shares of such stock at such times, in such amounts, to
such persons or entities, for such consideration, and upon such terms and
conditions as it may determine, subject to the restrictions, limitations,
conditions and requirements imposed by the provisions of these Articles of
Incorporation, by the provisions of the resolutions approving the issuance of
shares, or by the provisions of the Indiana Business Corporation Law. In this
respect, the Board of Directors of the Corporation may authorize, at its
election, the issuance of some or all of the shares of such stock without
certificates.
Section D. No Preemptive Rights
The shareholders shall have no preemptive rights to subscribe to or purchase any
additional issues of shares of the capital stock of the Corporation nor any
shares of the capital stock of the Corporation purchased or acquired by the
Corporation and not cancelled but held as treasury stock.
Article V
Voting Rights of Capital Stock
Each owner of record (as the record date fixed by the Bylaws or the Board of
Directors for any such determination of shareholders) of the shares of the stock
shall have one (1) vote for each share of stock standing in his, her or its name
on the books of the Corporation with respect to each matter to be voted on,
including the election of directors and matters referred to the shareholders, in
any meeting of the shareholders.
No holder of shares of stock shall have any right of cumulative voting.
Article VI
Name and Address of Incorporator
The name and post office address of the incorporator signing the Articles of
Incorporation is:
NAME POST OFFICE ADDRESS
George A. Sissel 345 South High Street, Muncie, Indiana 47305
Article VII
Board of Directors
Section A. Number of Directors
The governing body of the Corporation shall be known as the Board of Directors,
and the number of directors comprising the Board of Directors shall be specified
in or fixed in accordance with the Bylaws of the Corporation.
Section B. Qualifications
Directors need not be shareholders of the Corporation. A majority of the
directors at any time shall be citizens of the United States.
Article VIII
Name and Address of Initial Directors
The name and post office addresses of the initial members of the Board of
Directors are:
Theodore J. Dankovich P.O. Box 2750, Greenville, SC 29602
David C. Faerber U.S. Route 322, Plastics Avenue, Milroy, PA 17063
Donald C. Lewis 345 South High Street, Muncie, Indiana 47305
George A. Sissel 345 South High Street, Muncie, Indiana 47305
Harry B. Ussery P.O. Box 2750, Greenville, SC 29602
Article IX
Term of Existence
The existence of the Corporation shall be perpetual.
Article X
Provisions for Regulations of Business and Conduct of Affairs of the Corporation
Section A. Indemnification
Indemnification of directors, officers and employees shall be as follows:
1. The Corporation shall indemnify each person who is or was a
director, officer or employee of the Corporation, or of any other corporation,
partnership, joint venture, trust or other enterprise which he is serving or
served in any capacity at the request of the Corporation, against any and all
liability and reasonable expense that may be incurred by him in connection with
or resulting from any claim, action, suit or proceeding (whether actual or
threatened, brought by or in the right of the Corporation or such other
corporation, partnership, joint venture, trust or other enterprise, or
otherwise, civil, criminal, administrative, investigative, or in connection with
an appeal relating thereto), in which he may become involved, as a party or
otherwise, by reason of his being or having been a director, officer or employee
of the Corporation or of such other corporation, partnership, joint venture,
trust or other enterprise or by reason of any past or future action taken or not
taken in his capacity as such director, officer or employee, whether or not he
continues to be such at the time such liability or expense is incurred, provided
that such person acted in good faith and in a manner he reasonably believed to
be in the best interests of the Corporation or such other corporation,
partnership, joint venture, trust or other enterprise, as the case may be, and,
in addition, in any criminal action or proceedings, had no reasonable cause to
believe that his conduct was unlawful. Notwithstanding the foregoing, there
shall be no indemnification (a) as to amounts paid or payable to the Corporation
or such other corporation, partnership, joint venture, trust or other
enterprise, as the case may be, for or based upon the director, officer or
employee having gained in fact any personal profit or advantage to which he was
not legally entitled; (b) as to amounts paid or payable to the Corporation for
an accounting of profits in fact made from the purchase or sale of securities of
the Corporation within the meaning of Section 16(b) of the Securities Exchange
Act of 1934 and amendments thereto or similar provisions of any state statutory
law; or (c) with respect to matters as to which indemnification would be in
contravention of the laws of the State of Indiana or of the United States of
America, whether as a matter of public policy or pursuant to statutory
provisions.
2. Any such director, officer or employee who has been wholly
successful, on the merits or otherwise, with respect to any claim, action, suit
or proceeding of the character described herein shall be entitled to
indemnification as of right, except to the extent he has otherwise been
indemnified. Except as provided in the preceding sentence, any indemnification
hereunder shall be granted by the Corporation, but only if (a) the Board of
Directors, acting by a quorum consisting of directors who are not parties to or
who have been wholly successful with respect to such claim, action, suit or
proceeding, shall find that the director, officer or employee has met the
applicable standards of conduct set forth in paragraph 1 of this Section A of
Article X; or (b) outside legal counsel engaged by the Corporation (who may be
regular counsel of the Corporation) shall deliver to the Corporation its written
opinion that such director, officer or employee has met such applicable
standards of conduct; or (c) a court of competent jurisdiction has determined
that such director, officer or employee has met such standards, in an action
brought either by the Corporation, or by the director, officer or employee
seeking indemnification, applying de novo such applicable standards of conduct.
The termination of any claim, action, suit or proceeding, civil or criminal, by
judgment, settlement (whether with or without court approval) or conviction or
upon a plea of guilty or of nolo contendere, or its equivalent, shall not create
a presumption that a director, officer or employee did not meet the applicable
standards of conduct set forth in paragraph 1 of this Section A of Article X.
3. As used in this Section A of Article X, the term "liability" shall
mean amounts paid in settlement or in satisfaction of judgments or fines or
penalties, and the term "expense" shall include, but shall not be limited to,
attorneys' fees and disbursements, incurred in connection with the claim,
action, suit or proceeding. The Corporation may advance expenses to, or where
appropriate may at its option and expense undertake the defense of, any such
director, officer or employee upon receipt of an undertaking by or on behalf of
such person to repay such expenses if it should ultimately be determined that
the person is not entitled to indemnification under this Section A of Article X.
4. The provisions of this Section A of Article X shall be applicable to
claims, actions, suits or proceedings made or commenced after the adoption
hereof, whether arising from acts or omissions to act occurring before or after
the adoption hereof. If several claims, issues or matters of action are
involved, any such director, officer or employee may be entitled to
indemnification as to some matters even though he is
not so entitled as to others. The rights of indemnification provided hereunder
shall be in addition to any rights to which any director, officer or employee
concerned may otherwise be entitled by contract or as a matter of law, and shall
inure to the benefit of the heirs, executors and administrators of any such
director, officer or employee.
Section B. Meetings
The meetings of the shareholders and the directors of the Corporation may be
held either within or without the State of Indiana, and at such place as the
Bylaws provide.
Section C. Books
The books of the Corporation may be kept (subject to any provision contained in
the Indiana Business Corporation Law or other applicable statutes) outside the
State of Indiana at such place or places as may be designated from time to time
by the Board of Directors or in the Bylaws of the Corporation.
Article XI
Amendment
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in the Articles of Incorporation, in the manner now or
hereafter prescribed by the Indiana Business Corporation Law or by the Articles
of Incorporation, and all rights conferred upon shareholders herein are granted
subject to this reservation.
IN WITNESS WHEREOF, the undersigned being of the incorporator of the Corporation
executes the Articles of Incorporation and verifies, subject to the penalties of
perjury, that the statements contained herein are true.
Dated this 31st day of August, 1988.
/s/ George A. Sissel
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