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Exhibit 3(i)
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ARTICLES OF INCORPORATION
OF
POLYONE CORPORATION
FIRST: The name of the Corporation is: PolyOne Corporation.
SECOND: The place in the State of Ohio where the principal
office of the Corporation shall be located is in the City of Cleveland, County
of Cuyahoga.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be formed under the General
Corporation Law of the State of Ohio as from time to time in effect.
FOURTH: The total authorized capital stock of the Corporation
shall be four hundred forty million (440,000,000) shares consisting of four
hundred million (400,000,000) common shares, par value $.01 per share (the
"Common Shares"), and forty million (40,000,000) preferred shares, par value
$.01 per share (the "Series Preferred Shares").
The preferences, relative, participating, optional or other
special rights, qualifications, limitations, restrictions, voting powers and
privileges of each class of the Corporation's capital stock shall be as follows:
I. COMMON SHARES
(a) Issuance. Common Shares may be issued from time to time in
such amounts and for such purposes as shall be determined by the Board of
Directors of the Corporation.
(b) Voting Rights. Except as otherwise required by law and the
provisions of these Articles of Incorporation and except as provided by the
resolution or resolutions of the Board of Directors creating or amending any
series of the Series Preferred Shares, the holders of the Common Shares of the
Corporation possess full voting power for the election of directors and for all
other purposes.
(c) Dividends. Subject to the requirements of law, these
Articles of Incorporation, as amended from time to time, and the resolution or
resolutions of the Board of Directors creating or modifying any series of the
Series Preferred Shares, the holders of Common Shares shall, after payment in
full of all dividends to which holders of the Series Preferred Shares shall be
entitled, be entitled to receive such dividends as and when the same may be
declared from time to time by the Board of Directors of the Corporation out of
funds legally available therefor.
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(d) Liquidation. Subject to the requirements of law, these
Articles of Incorporation, as amended from time to time, and the resolution or
resolutions of the Board of Directors creating or modifying any series of the
Series Preferred Shares, the holders of the Common Shares shall, in the event of
any liquidation, dissolution or other winding up of the Corporation, whether
voluntary or involuntary, and after all holders of the Series Preferred Shares
shall have been paid in full the amounts to which they respectively shall be
entitled, be entitled to receive all the remaining assets of the Corporation of
whatever kind, such assets to be distributed pro rata to the holders of the
Common Shares.
II. SERIES PREFERRED SHARES
(a) Issuance. The Series Preferred Shares may be issued in one
or more series as shall from time to time be created and authorized to be issued
by the Board of Directors as hereinafter provided.
(b) Authority Of the Board Of Directors. The Board of
Directors is hereby expressly authorized, by resolution or resolutions from time
to time adopted to amend these Articles of Incorporation to provide for the
issuance of any series of the Series Preferred Shares and to determine, to the
extent not otherwise provided by law, the designations, powers, preferences and
relative, participating, optional and other special rights, if any, of the
shares of each series of the Series Preferred Shares, and the qualifications,
limitations and restrictions thereof, including (but without limiting the
generality of the foregoing) any of the following:
(i) the number of shares to constitute such series (which
number may at any time, or from time to time, be increased or decreased
by the Board of Directors, notwithstanding that shares of the series
may be outstanding at the time of such increase or decrease, unless the
Board of Directors shall have otherwise provided in creating such
series) and the distinctive name and serial designation thereof;
(ii) the annual dividend rate or rates and the date on which
the first dividend on shares of such series shall be payable and all
subsequent dividend payment dates;
(iii) whether dividends are to be cumulative or
non-cumulative, the participating or other special rights, if any, with
respect to the payment of dividends and the date from which dividends
on all shares of such series issued prior to the record date for the
first dividend shall be cumulative (such dividends shall be cumulative
only if and to the extent set forth in a certificate filed pursuant to
law);
(iv) whether any series shall be subject to redemption and, if
so, the manner of redemption and the redemption price or prices for
such series, which may consist of a redemption price or scale of
redemption prices applicable only to redemption for a sinking fund
(which terms as used in this clause shall include any fund or
provisions for the periodic purchase or retirement of shares), and a
different redemption price or scale of redemption prices applicable to
any other redemption;
(v) whether or not the shares of such series shall be subject
to the operation of a purchase, retirement or sinking fund, and, if so,
whether such purchase, retirement or
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sinking fund shall be cumulative or non-cumulative, the extent to and
the manner in which such fund shall be applied to the purchase or
redemption of the shares of such series for retirement or for other
corporate purposes and the terms and provisions relative to the
operation thereof;
(vi) the terms, if any, upon which shares of such series shall
be convertible into, or exchangeable for, or shall have rights to
purchase or other privileges to acquire shares of any other class or of
any other series of the same or any other class, including the price or
prices or the rate or rates of conversion, exchange, purchase or
acquisition and the terms of adjustment, if any;
(vii) the limitations and restrictions, if any, to be
effective while any shares of such series are outstanding upon the
payment of dividends or making of other distributions on, and upon the
purchase, redemption, or other acquisition of, the Common Shares or any
other series or class of stock of the Corporation ranking junior to the
shares of such series, either as to dividends or upon liquidation;
(viii) the conditions or restrictions, if any, upon the
creation of indebtedness of the Corporation or upon the issuance of any
additional shares of any class (including additional shares of such
series of the Series Preferred Shares) ranking on a parity with or
prior to the shares of such series either as to dividends or upon
liquidation; and
(ix) the voting rights of any such series, if any, which may
be full, limited, or denied.
FIFTH: The business of the Corporation shall be managed under
the direction of the Board of Directors except as otherwise provided by law. The
number of Directors of the Corporation shall be fixed from time to time by, or
in the manner provided in, the Code of Regulations. Election of Directors need
not be by written ballot unless the Code of Regulations of the Corporation shall
so provide.
SIXTH:
(a) A Director of the Corporation shall under no circumstances
have any personal liability to the Corporation or its Shareholders for monetary
damages for breach of fiduciary duty as a Director except for those breaches and
acts or omissions with respect to which the General Corporation Law of the State
of Ohio, as from time to time amended, expressly provides that this provision
shall not eliminate or limit such personal liability of Directors. Neither the
modification nor repeal of this paragraph (a) of this Article SIXTH nor any
amendment to the General Corporation Law of the State of Ohio that does not have
retroactive application shall limit the right of Directors hereunder to
exculpation from personal liability for any act or omission occurring prior to
such amendment, modification or repeal.
(b) The Corporation shall indemnify each Director and Officer
of the Corporation to the fullest extent permitted by applicable law, except as
may be otherwise provided in the Code of Regulations of the Corporation. Neither
the modification nor repeal of paragraph (b) of this Article SIXTH nor any
amendment to the General Corporation Law of the
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State of Ohio that does not have retroactive application shall limit the right
of Directors and Officers hereunder to indemnification with respect to any act
or omission occurring prior to such modification, amendment or repeal.
SEVENTH: Except as may be otherwise provided in any
designation of the terms of Series Preferred Shares, Shareholders of the
Corporation shall not have the right to vote cumulatively in the election of
Directors.
EIGHTH: Except as may be otherwise provided in any designation
of the terms of Series Preferred Shares, Shareholders of the Corporation shall
not have the pre-emptive right, by reason of their status as Shareholders, to
purchase securities offered or sold by the Corporation.
NINTH: The Corporation, by action of its Board of Directors,
and without action by its Shareholders, may, from time to time, purchase its own
shares of any class in accordance with the provisions of the General Corporation
Law of the State of Ohio; and such purchase may be made either in the open
market, or at public or private sales, in such manner and amounts, from such
holder or holders of outstanding shares of the Corporation and at such price as
the Board of Directors shall, from time to time, determine.
TENTH: The Corporation reserves the right to amend, alter,
change or repeal any provisions contained in these Articles of Incorporation in
the manner now or hereafter prescribed by statute, and all rights conferred upon
Shareholders herein are granted subject to this reservation. Notwithstanding
anything to the contrary contained in these Articles of Incorporation, the
affirmative vote of the holders of at least three-quarters of the voting power
of the Corporation, voting together as a single class, shall be required to
amend or repeal, or adopt any provision inconsistent with, Article FIFTH,
Article SEVENTH, Article EIGHTH, Article NINTH, or this Article TENTH; PROVIDED,
HOWEVER, that this Article TENTH shall not alter the voting entitlement of
shares that, by virtue of any Preferred Share Designation, are expressly
entitled to vote on any amendment to these Articles of Incorporation.
ELEVENTH: Any and every statute of the State of Ohio hereafter
enacted, whereby the rights, powers or privileges of corporations or of the
Shareholders of corporations organized under the laws of the State of Ohio are
increased or diminished or in any way affected, or whereby effect is given to
the action taken by any number, less than all, of the Shareholders of any such
corporation, shall apply to the Corporation and shall be binding not only upon
the Corporation but upon every Shareholder of the Corporation to the same extent
as if such statute had been in force at the date of filing these Articles of
Incorporation in the office of the Secretary of State of Ohio.
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