EXHIBIT 3.5
ARTICLES OF INCORPORATION
OF
ALCAN FABRICATION CORPORATION
The undersigned, acting as the incorporator of a corporation under the
Texas Business Corporation Act, hereby adopts the following Articles of
Incorporation for such corporation:
ARTICLE ONE
The name of the corporation (the "Corporation") is Alcan Fabrication
Corporation.
ARTICLE TWO
The period of the Corporation's duration is perpetual.
ARTICLE THREE
The purpose for which the Corporation is organized is to transact any or
all lawful business for which corporations may be incorporated under the Texas
Business Corporation Act.
ARTICLE FOUR
The Corporation shall have authority to issue 10,000 shares of capital
stock. All of such shares shall be common stock, par value $.01 per share, and
shall have identical rights and privileges in every respect.
ARTICLE FIVE
The Corporation will not commence business until it has received for the
issuance of its shares consideration the aggregate value of which is equal to at
least $1,000.00, consisting of any tangible or intangible benefit to the
Corporation or other property of any kind or nature.
ARTICLE SIX
No shareholder of the Corporation or other person shall have a preemptive
right to acquire shares of the Corporation.
ARTICLE SEVEN
Cumulative voting shall not be permitted.
ARTICLE EIGHT
The Corporation shall not be governed by Part Thirteen of the Texas
Business Corporation Act, referred to in its entirety as the Business
Combination Law.
ARTICLE NINE
The address of the Corporation's initial registered office in the State of
Texas is 350 North St. Paul Street, Suite 2900, Dallas, Texas 75201. The name of
the Corporation's initial registered agent at such address is CT Corporation
System.
ARTICLE TEN
The initial Board of Directors of the Corporation shall consist of three
(3) members who shall serve until the earliest of (1) the ensuing year or until
his or her successor is elected or appointed, or (2) the death, removal or
resignation of such director, or (3) the director ceasing to be an active,
full-time employee of the Corporation or an affiliate of the Corporation. The
name and mailing address of the persons who shall serve as the initial directors
of the Corporation are as follows:
Name Mailing Address
---- ---------------
Martha Finn Brooks 6060 Parkland Blvd., Cleveland, Ohio 44124-4185
Geoffrey P. Batt 6060 Parkland Blvd., Cleveland, Ohio 44124-4185
William H. Jairrels 6060 Parkland Blvd., Cleveland, Ohio 44124-4185
ARTICLE ELEVEN
No director of the Corporation shall be liable to the Corporation or any
of its shareholders or members for monetary damages for an act or omission in
the director's capacity as a director; provided, however, that the limitation of
liability contained in this Article Eleven shall not eliminate or limit the
liability of a director for:
1. A breach of a director's duty of loyalty to the Corporation or its
shareholders or members;
2. An act or omission not in good faith that constitutes a breach of
duty of a director to the Corporation, or that involves intentional
misconduct or a knowing violation of the law;
3. A transaction from which a director received an improper benefit,
whether or not the benefit resulted from an action taken within the
scope of the director's office;
4. An act or omission for which the liability of a director is
expressly provided for by an applicable statute; or
5. An act related to an unlawful stock repurchase or payment of a
dividend.
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Any repeal or amendment of this Article Eleven shall be prospective only
and shall not apply to or have any effect on the liability or alleged liability
of any director of the Corporation for or with respect to any acts or omissions
of such director occurring prior to the time of such repeal or amendment. In
addition to the limitations on the liability of a director of the Corporation
set forth in the foregoing provisions of this Article Eleven, the liability of
any director of the Corporation shall be further limited to the fullest extent
permitted by any amendment to the Texas Miscellaneous Corporation Laws Act or
the Texas Business Corporation Act or any other applicable statute hereafter
enacted that further limits the liability of directors.
ARTICLE TWELVE
Any action to be taken at any annual meeting or special meeting of
shareholders may be taken without a meeting, without prior notice, and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holder or holders of shares having not less than the
minimum number of votes that would be necessary to take such action at a meeting
at which the holders of all shares entitled to vote on the action were present
and voted.
ARTICLE THIRTEEN
The name and mailing address of the incorporator of the Corporation is
Charles R. Aley, 6060 Parkland Blvd., Cleveland, Ohio 44124-4185.
IN WITNESS WHEREOF, the undersigned, a natural person of the age of 18
years or more and the incorporator hereinabove named, does hereby execute these
Articles of Incorporation this fifteenth day of May, 2003.
/s/ Charles R. Aley
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Charles R. Aley, Incorporator
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