Exhibit 3.1
CERTIFICATE OF ADOPTION
OF
AMENDED ARTICLES OF INCORPORATION
OF
PIONEER-STANDARD ELECTRONICS, INC.
Preston B. Heller ,Jr., President, and William X. Haase, Secretary of
Pioneer-Standard Electronics, Inc., an Ohio corporation, with its principal
office located at Cuyahoga County, Ohio, do hereby certify that a special
meeting of the holders of the shares of said corporation entitling them to vote
on the proposal to adopt Amended Articles of Incorporation as contained in the
following resolution, was duly called for such purpose and held on the 17th day
of April, 1970, at which meeting a quorum of such shareholders was present in
person or by proxy and that by the affirmative vote of the holders of shares
entitled under the Articles of Incorporation to exercise two-thirds of the
voting power of the corporation on such proposal, the following resolution was
adopted:
RESOLUTION
RESOLVED, that the following Amended Articles of Incorporation
be, and the same hereby are, adopted to supersede the existing Articles
of Incorporation as heretofore amended:
AMENDED ARTICLES OF INCORPORATION
OF
PIONEER-STANDARD ELECTRONICS, INC.
FIRST. The name of the corporation is Pioneer-Standard
Electronics, Inc.
SECOND. The place in the State of Ohio where the principal
office of the corporation is to be located is the City of Cleveland,
Cuyahoga County.
THIRD. The purposes of the corporation are as follows:
1. To manufacture, produce, process, purchase and sell
as distributor, wholesaler, retailer, or otherwise,
and to
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act as agent or broker in the buying, selling,
leasing and otherwise dealing in electric,
electronic, radio and television equipment, including
without limitation of the foregoing, electrical and
mechanical instruments, motors, parts, appliances,
components and other similar devices and to do and
perform all other acts as shall be necessary,
incidental or otherwise related to the exercise of
the foregoing purposes.
2. To carry on any other lawful business as from time to
time determined by the Board of Directors.
3. To purchase, acquire, hold, mortgage, pledge, loan
money upon, exchange, rent, sell and otherwise deal
in personal property and real estate of every kind,
character and description whatsoever and wheresoever
situated, and any interest therein; in particular
without limiting the generality of the foregoing, to
acquire, hold, sell and otherwise deal in any part or
all of the shares of stock, notes, bonds, debentures,
or any other kind of security of any other
corporation which is conducting a business similar to
the business of this corporation or otherwise.
4. To apply for, obtain, purchase, take licenses in
respect of, or otherwise acquire, and to hold, own,
use, grant licenses in respect of, manufacture under,
sell, assign, mortgage, pledge, or otherwise dispose
of, any and all inventions, devices, processes, and
any improvements and modifications thereof, and all
Letters Patent of the United States or of any other
country, state, territory or locality, and all rights
connected therewith or pertaining thereto; any and
all copyrights granted by the United States, or any
other country, state, territory or locality, and any
and all trademarks, trade names, trade symbols and
other indications of origin and ownership granted by
or recognized under the laws of the United States or
of any other country, state, territory or locality.
5. To acquire all or any part of the good will, rights,
property and business of any corporation,
association, partnership, firm, trustee, syndicate,
combination, organization, or other entity or
individual, domestic or foreign, hereto fore or
hereafter engaged in any business similar to the
business of the corporation, and to pay for the same
in cash, or in shares or in obligations of the
corporation, or otherwise, and to hold, utilize,
enjoy and in any manner dispose of the whole or any
part of the rights and property so acquired, and to
conduct in the State of Ohio, or in any other state,
territory, locality or country, the whole or any part
of the business thus acquired, provided such business
is not prohibited by the laws of the State of Ohio.
-3-
6. To have one or more offices or plants.
7. To do any one or more of the acts or things expressed
in this Article Third, either as principal or as
agent, for or through the operation or control of any
other persons, firm, association, corporation or body
politic.
8. In addition to the acts and things herein set forth,
to do such other acts and things as are or may be
permitted by the General Corporation Law of Ohio and
any amendments which may be made thereto and such
other acts and things as may be necessary, convenient
or expedient to carry out and accomplish any or all
of the foregoing purposes.
The foregoing paragraphs of this Article Third shall be
construed as expressing independent purposes and powers, which shall
not, except as otherwise expressly provided, be limited by reference to
or inference from the provisions of any other paragraph; and it is
hereby expressly provided that the foregoing enumeration of specific
powers shall not be held to limit or restrict in any manner the powers
of said corporation and are in furtherance of and in addition to and
not in limitation of the general powers conferred upon the corporation
by the said General Corporation Law of Ohio.
FOURTH. The authorized number of shares of the corporation is
One Million (1,000,000), all of which shall be common shares without
par value.
FIFTH. The corporation, when authorized to do so by its Board
of Directors, may purchase any of its outstanding shares at such price
and upon such terms as may be agreed upon between the corporation and
the selling shareholder or shareholders. Any such purchase may be made
either in the open market or at private or public sale.
SIXTH. The holders of shares shall have no pre-emptive rights
to purchase or to have offered to them for purchase any shares of the
corporation.
SEVENTH. The Code of Regulations previously set forth in the Agreement
of Consolidation contained in the Certificate of Consolidation filed in the
office of the Secretary of the State of Ohio on February 4, 1963, has from time
to time thereafter been amended by the shareholders in accordance with Section
1701.11 of the Ohio Revised Code. Such Code of Regulations as so amended is
contained in the minutes of the proceedings of the shareholders of the
corporation, and such regulations as so amended shall (until hereafter amended
by the shareholders, or until new regulations are adopted by the shareholders)he
the regulations for the government of the corporation, the conduct of its
affairs and the management of its property.
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EIGHTH. These Amended Articles of Incorporation supersede the existing
Articles of Incorporation as heretofore amended.
IN WITNESS WHEREOF, the said Preston B. Heller, Jr., President, and
William X. Haase, Secretary, of Pioneer-Standard Electronics, Inc., acting for
and on behalf of said corporation, have hereunto subscribed their names this
24th day of April, 1970.
-s- Preston B. Heller, Jr.
--------------------------------
President
-s- William X. Haase
--------------------------------
Secretary
CERTIFICATE OF ADOPTION
OF
AMENDMENT TO AMENDED ARTICLES OF INCORPORATION
OF
PIONEER- STANDARD ELECTRONICS, INC.
Preston B. Heller, Jr., President, and William X. Haase, Secretary, of
Pioneer-Standard Electronics, Inc., an Ohio corporation, with its principal
office located in the County of Cuyahoga of the State of Ohio do hereby certify
that an annual meeting of the holders of the Shares of said corporation
entitling them to vote on the proposal to amend the Amended Articles of
Incorporation thereof, as contained in the following resolution, was duly called
and notice thereof was duly given, and that said meeting was held on the 28th
day of June, 1973, at which meeting a quorum of such shareholders was present in
person or by proxy and that by the affirmative vote of the holders of shares
entitled under the Articles to exercise two-thirds of the voting power of the
corporation on such proposal, following resolution to amend the Amended Articles
was adopted:
RESOLUTION
RESOLVED, that article Fourth of the Amended Articles of
Incorporation of this Corporation be and it hereby is amended so that it reads
as follows:
"FOURTH: The authorized number of shares of the Corporation is
2,000,000, all of which shall be common shares without par
value."
IN WITNESS WHEREOF, the said Preston B. Heller, Jr., President, and
William X. Haase, Secretary, of Pioneer-Standard Electronics, Inc., acting for
and on behalf of said corporation, have hereunto subscribed their names this
17th day of May, 1974.
-s- Preston B. Heller, Jr.
--------------------------------
President
-s- William X. Haase
--------------------------------
Secretary
CERTIFICATE OF ADOPTION
OF
AMENDMENT TO AMENDED ARTICLES OF INCORPORATION
OF
PIONEER-STANDARD ELECTRONICS, INC.
Preston B. Heller, Jr., President, and William X. Haase, Secretary, of
Pioneer-Standard Electronics, Inc., an Ohio corporation, with its principal
office located in the County of Cuyahoga of the State of Ohio do hereby certify
that an annual meeting of the holders of the shares of said corporation
entitling them to vote on the proposal to amend the Amended Articles of
Incorporation thereof, as contained in the following resolution, was duly called
and notice thereof was duly given, and that said meeting was held on the 28th
day of June, 1979, at which meeting a quorum of such shareholders was present in
person or by proxy and that by the affirmative vote of the holders of shares
entitled under the Articles to exercise two-thirds of the voting power of the
corporation on such proposal, the following resolution to amend the Amended
Articles was adopted:
RESOLUTION
RESOLVED, that Article Fourth of the Amended Articles of Incorporation
of this Corporation be and it hereby is amended so that it reads as follows:
"FOURTH: The authorized number of shares of the Corporation is
5,000,000, all of which shall be common shares without par
value."
IN WITNESS WHEREOF, the said Preston B. Heller, Jr., President, and
William X. Haase, Secretary, of Pioneer-Standard Electronics, Inc., acting for
and on behalf of said corporation, have hereunto subscribed their names this
10th day of August 1979.
-s- Preston B. Heller, Jr.
--------------------------------
President
-s- William X. Haase
--------------------------------
Secretary
CERTIFICATE OF AMENDMENT
TO
AMENDED ARTICLES OF INCOPRORATION
OF
PIONEER-STANDARD ELECTRONICS, INC.
Charter No. 317430
James L. Bayman, President, and John S. Zarka, Secretary, of
Pioneer-Standard Electronics, Inc., an Ohio corporation, do hereby certify that
a meeting of the Shareholders of Pioneer-Standard Electronics, Inc. was duly
called and held on June 28, 1984, at which meeting a quorum of such Shareholders
was present in person or by proxy at all times, and that by the affirmative vote
of the holders of shares entitling them to exercise two-thirds of the voting
power of said corporation, the following resolutions were adopted for the
purpose of amending Article FOURTH of the Amended Articles of Incorporation of
said corporation:
"RESOLVED, that Article FOURTH of the Company's Amended
Articles of Incorporation be amended to read in its entirety as
follows:
FOURTH: The authorized number of shares of the
corporation is Twenty Million (20,000,000) shares, all of
which shall be Common Shares, without par value.'
BE IT FURTHER RESOLVED, That the President and the Secretary
of the Company be and they are hereby authorized and directed to file
promptly in the office of the Secretary of State of Ohio an appropriate
Certificate of Amendment, and to take such other action as may be
appropriate, in order to render effective the foregoing amendment and
carry out the purposes of these resolutions."
IN WITNESS WHEREOF, said James L. Bayman, President, and John S. Zarka,
Secretary, of Pioneer-Standard Electronics, Inc., acting for and on behalf of
said corporation, have hereunto subscribed their names this 28th day of June,
1984.
-s- James L. Bayman
--------------------------------
James L. Bayman, President
-s- John S. Zarka,
--------------------------------
John S. Zarka, Secretary,
CERTIFICATE OF AMENDMENT
TO
AMENDED ARTICLES OF INCORPORATION
OF
PIONEER-STANDARD ELECTRONICS, INC.
Charter No. 317430
James L. Bayman, President, and John S. Zarka, Secretary, of
Pioneer-Standard Electronics, Inc., an Ohio corporation, do hereby certify that
a meeting of the Shareholders of Pioneer-Standard Electronics, Inc. was duly
called and held on June 27, 1985, at which meeting a quorum of such Shareholders
was present in person or by proxy at all times, and that by the affirmative vote
of the holders of shares entitling them to exercise two-thirds of the voting
power of said corporation, the following resolutions were adopted for the
purpose of adding a new Article SEVENTH to the Amended Articles of Incorporation
of said corporation:
"RESOLVED, that a new Article SEVENTH be added to the
Company's Amended Articles of Incorporation to read in its entirety as
follows:
'SEVENTH.
A. A Business Combination (as hereinafter defined) shall
be authorized and approved by the affirmative vote of the holders of
not less than eighty percent (80%) of the outstanding shares of the
corporation entitled to vote generally in elections of Directors;
provided, however, that the eighty percent (80%) voting requirement
shall not be applicable if:
1. The Board of Directors of the corporation by
affirmative vote, which shall include not less than a majority
of the entire number of Continuing Directors (as hereinafter
defined), (a) has approved in advance the acquisition of those
outstanding shares of the corporation which caused the
Interested Party (as hereinafter defined) to become an
Interested Party or (b) has approved the Business
Combination; or
2. The Business Combination is a merger or
consolidation and the cash or Fair Market Value of other
consideration to be received per share by holders of the
common shares of the corporation in said merger or
consolidation is not less than an amount equal to the sum of:
(a) the greatest of (i) the highest per
share price, including commissions, paid by the
Interested Party for any shares of the same class or
series during the two-year period ending on the date
of the most recent purchase by the Interested Party
of any such shares, or (ii) the highest sales price
reported for shares of the same class or series
traded on a national securities exchange or in the
over-the-counter market during the two-year period
preceding the first public announcement of the
proposed business transaction; plus
(b) interest on the per share price
calculated at the rate of ten percent (10%) per
annum, compounded annually from the date the
Interested Party first became an Interested Party
until the business combination is consummated, less
the per share amount of cash dividends payable to
holders of record on record dates in the interim up
to the amount of such interest.
For purposes of this clause (2), per share amounts will be
adjusted for any stock dividend, stock split or similar
transaction.
B. For purposes of this Article Seventh:
1. The term "Business Combination" shall mean
(a) any merger or consolidation of the corporation or a
subsidiary of the corporation with or into an Interested
Party, (b) any merger or consolidation of an Interested Party
with or into the corporation or a subsidiary, (c) any sale,
lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions)
in which an Interested Party is involved, of any of the assets
either of the corporation (including without limitation any
voting securities of a subsidiary) or of a subsidiary having a
Fair Market Value in excess of $2,000,000, (d) the adoption of
any plan or proposal for the liquidation or dissolution of the
corporation proposed by or on behalf of any Interested Party,
(e) the issuance or transfer (in one transaction or a series
of transactions) by the corporation or a subsidiary of the
corporation to an Interested Party of any securities of the
corporation or such subsidiary, which securities have a Fair
Market Value of $2,000,000 or more, or (f) any
recapitalization, reclassification, merger or consolidation
involving the corporation or a subsidiary of the corporation
that would have the effect of increasing, directly or
indirectly, the Interested Party's voting power in the
corporation or such subsidiary.
2. The term "Interested Party" shall mean and
include (a) any individual, corporation, partnership, trust or
other person or entity which, together with its "affiliates"
and "associates" (as those terms are defined in Rule 12b-2 of
the General Rules and Regulations under the Securities
Exchange Act of 1934, as in effect on May 22, 1935) is or,
with respect to a Business Combination, was within two years
prior thereto a beneficial owner of shares aggregating ten
percent (10%) or more of the aggregate voting power of any
class of capital stock of the corporation entitled to vote
generally in the election of Directors, and (b) any affiliate
or associate of any such individual, corporation, partnership,
trust or other person or entity. For the purposes of
determining whether a person is an Interested Party, the
number of shares deemed to be outstanding shall include shares
which the Interested Party or any of its affiliates or
associates has the right to acquire (whether immediately or
only after the passage of time) pursuant to any agreement,
arrangement or understanding, or upon exercise of conversion
rights, warrants, or options, or otherwise, but shall not
include any other shares which may be issuable to any other
person.
3. The term "Continuing Director" shall mean a
director who is not an affiliate of an Interested Party and
who was a member of the Board of Directors of the corporation
immediately prior to the time that the Interested Party
involved in a Business Combination became an Interested Party,
and any successor to a Continuing Director who is not such an
affiliate and who is nominated to succeed a Continuing
Director by a majority of the Continuing Directors in office
at the time of such nomination.
4. "Fair Market Value" shall mean the fair
market value of the property in question as determined by a
majority of the Continuing Directors in good faith.
C. The provisions of this Article Seventh shall be
construed liberally to the end that the consideration paid to holders
whose shares are acquired by an Interested Party in connection with a
merger or consolidation shall not be less favorable than that paid to
holders of such shares prior to such merger or consolidation. Nothing
contained in this Article Seventh shall be construed to relieve any
Interested Party from any fiduciary duties or obligations imposed by
law.
D. Notwithstanding any other provision of the Amended
Articles of Incorporation or the Amended Code of Regulations of the
corporation and notwithstanding the fact that a lesser percentage may
be specified by law, these Amended Articles of Incorporation or the
Amended Code of Regulations of the corporation, the affirmative
vote of the holders of not less than eighty percent (80%) of the then
outstanding shares shall be required to amend, alter, change or repeal,
or adopt any provisions inconsistent with, this Article Seventh;
provided, however, that this paragraph D shall not apply to, and the
eighty percent (80%) vote shall not be required for, any amendment,
alteration, change or repeal recommended to the shareholders by the
Board of Directors of the corporation if the recommendation has been
approved by at least two-thirds of the Continuing Directors.
BE IT FURTHER RESOLVED, that current Article SEVENTH of the
Company's Amended Articles of Incorporation be redesignated as Article
EIGHTH.
BE IT FURTHER RESOLVED, that the President and the Secretary
of the Company be and they are hereby authorized and directed to file
promptly in the Office of the Secretary of State of Ohio an
appropriate Certificate of Amendment, and to take such other action as
may be appropriate, in order to render effective the foregoing
amendment and carry out the purposes of these resolutions."
IN WITNESS WHEREOF, said James L. Bayman, President, and John S. Zarka,
Secretary, of Pioneer-Standard Electronics, Inc., acting for and on behalf of
said corporation, have hereunto Subscribed their names this 27th day of June,
1985.
-s- James L. Bayman
-------------------------------------
James L. Bayman, President
-s- John S. Zarka
-------------------------------------
John S. Zarka, Secretary
CERTIFICATE OF AMENDMENT
TO
AMENDED ARTICLES OF INCORPORATION
OF
PIONEER-STANDARD ELECTRONICS, INC.
Charter No, 317430
James L. Bayman, President, and John V. Goodger, Assistant
Secretary, of Pioneer-Standard Electronics, Inc., an Ohio corporation, do hereby
certify that a meeting of the Shareholders of Pioneer-Standard Electronics, Inc.
was duly called and held on July 26, 1994, at which meeting a quorum of such
Shareholders was present in person or by proxy at all times, and that by the
affirmative vote of the holders of shares entitling them to exercise at least
two-thirds of the voting power of said corporation, the following resolutions
were adopted for the purpose of amending Article FOURTH of the Amended Articles
of Incorporation of said corporation:
RESOLVED, that Article FOURTH of the Amended Articles of
Incorporation shall be deleted and replaced by the following:
"FOURTH: The authorized number of shares of the
corporation is Forty Million (40,000,000) shares, all of which
shall; be Common Shares, without par value."
IN WITNESS WHEREOF, said James L. Bayman, president, and John V.
Goodger, Assistant Secretary, of Pioneer- Standard Electronics, Inc., acting for
and on behalf of said corporation, have hereunto subscribed their names this
28th day of July, 1994.
-s- James L. Bayman
---------------------------------------
James L. Bayman, President
-s- John V. Goodger, Assistant
---------------------------------------
John V. Goodger, Assistant Secretary
RECEIVED
AUG 1 1994
Bob Taft
Secretary of State
CERTIFICATE OF AMENDMENT
TO
AMENDED ARTICLES OF INCORPORATION
OF
PIONEER-STANDARD ELECTRONICS, INC.
Charter No. 317430
James L. Bayman, President, and John V. Goodger, Assistant
Secretary, of Pioneer-Standard Electronics, Inc., an Ohio corporation, do hereby
certify that a meeting of the Shareholders of Pioneer-Standard Electronics, Inc.
was duly called and held on July 23, 1996, at which meeting a quorum of such
Shareholders was present in person or by proxy at all times, and that by the
affirmative vote of the holders of shares entitling them to exercise at least
two-thirds of the voting power of said corporation, the following resolutions
were adopted for the purpose of amending Article FOURTH of the Amended Articles
of Incorporation of said corporation:
RESOLVED, that Article FOURTH of the Amended Articles of
Incorporation shall be deleted and replaced by the following:
"FOURTH: The authorized number of shares of the
corporation is Eighty Million (80,000,000) shares, all of
which shall be Common Shares, without par value."
IN WITNESS WHEREOF, said James L. Bayman, President, and John V.
Goodger, Assistant Secretary, of Pioneer-Standard Electronics, Inc., acting for
and on behalf of said corporation, have hereunto subscribed their names this
29th day of July, 1996.
-s- James L. Bayman
------------------------------------
James L. Bayman, President
-s- John V. Goodger
------------------------------------
John V. Goodger, Assistant Secretary
CERTIFICATE OF AMENDMENT
TO
AMENDED ARTICLES OF INCORPORATION
OF
PIONEER-STANDARD ELECTRONICS, INC.
Charter No. 317430
William A. Papenbrock, Secretary, of Pioneer-Standard
Electronics, Inc., an Ohio corporation, does hereby certify that a meeting of
the Shareholders of Pioneer-Standard Electronics, Inc. was duly called and held
on July 29, 1997, at which meeting a quorum of such Shareholders was present in
person or by proxy at all times, and that by the affirmative vote of the holders
of shares entitling them to exercise at least two-thirds of the voting power of
said corporation, the following resolution was adopted for the purpose of
amending Article FOURTH of the Amended Articles of Incorporation of said
corporation:
RESOLVED, that Article FOURTH of the Amended Articles of
Incorporation shall be deleted and replaced by the following:
"FOURTH: The authorized number of shares of the
Corporation is Eighty-Five Million (85,000,000) shares, of
which Eighty Million (80,000,000) shall be Common Shares,
without par value, and Five Million (5,000,000) shall be
Serial Preferred Shares, without par value.
SUBDIVISION A
PROVISIONS APPLICABLE TO SERIAL PREFERRED SHARES
The Serial Preferred Shares may be issued, from time
to time, in one or more series, with such designations,
preferences and relative, participating, optional or other
special rights, and qualifications, limitations or
restrictions thereon, as shall be stated and expressed in the
resolution or resolutions providing for the issuance of such
series as adopted by the Board of Directors. The Board of
Directors, in such resolution or resolutions (a copy of which
shall be filed and recorded as required by law), is also
expressly authorized to fix:
(a) The distinctive serial designations
and the division of such shares into series and the
number of shares of a particular series, which may be
increased or decreased,
but not below the number of shares thereof then
outstanding, by a certificate made, signed, filed and
recorded as required by law;
(b) The annual dividend rate for the
particular series, and the date or dates from which
dividends on all shares of such series shall be
cumulative, if dividends on shares of the particular
series shall be cumulative;
(c) The redemption price or prices, if
any, for the particular series;
(d) The right, if any, of the holders
of a particular series to convert such shares into
other classes of shares, and the terms and conditions
of such conversions; and
(e) The obligation, if any, of the
Corporation to purchase and retire and redeem shares
of a particular series as a sinking fund or
redemption or purchase account, the terms thereof and
the redemption price or prices per share for such
series redeemed pursuant to the sinking fund or
redemption or purchase account.
All shares of any one series of Serial Preferred
Shares shall be alike in every particular and all series shall
rank equally and be identical in all respects except insofar
as they may vary with respect to the matters which the Board
of Directors is hereby expressly authorized to determine in
the resolution or resolutions providing for the issuance of
any series of the Serial Preferred Shares.
In the event of any liquidation, dissolution or
winding up of the affairs of the Corporation, then before any
distribution or payment shall have been made to the holders of
the Common Shares, the holders of the Serial Preferred Shares
of each series shall be entitled to be paid, or to have set
apart in trust for payment, an amount from the net assets of
the Corporation equal to that stated and expressed in the
resolution or resolutions adopted by the Board of Directors
which provide for the issuance of such series, respectively.
The remaining net assets of the Corporation shall be
distributed solely among the holders of the Common Shares
according to their respective shares.
2
The holders of Serial Preferred Shares shall be
entitled to one vote for each Serial Preferred Share upon all
matters presented to the shareholders, and, except as
otherwise provided by these Amended Articles of Incorporation
or required by law, the holders of Serial Preferred Shares and
the holders of Common Shares shall vote together as one class
on all matters. No adjustment of the voting rights of holders
of Serial Preferred Shares shall be made in the event of an
increase or decrease in the number of Common Shares authorized
or issued or in the event of a stock split or combination of
the Common Shares in the event of a stock dividend on any
class of shares payable solely in Common Shares.
The affirmative vote of the holders of at least
two-thirds of the Serial Preferred Shares at the time
outstanding, given in person or by proxy at a meeting called
for the purpose at which the holders of Serial Preferred
Shares shall vote separately as a class, shall be necessary to
adopt any amendment to the Amended Articles of Incorporation
(but so far as the holders of Serial Preferred Shares are
concerned, such amendment may be adopted with such vote)
which:
(i) changes issued Serial Preferred Shares of
all series then outstanding into a lesser number of shares of
the Corporation of the same class and series or into the same
or a different number of shares of the Corporation of any
other class or series; or
(ii) changes the express terms of the Serial
Preferred Shares in any manner substantially prejudicial to
the holders of all series thereof then outstanding; or
(iii) authorizes shares of any class, or any
security convertible into shares of any class, or authorizes
the conversion of any security into shares of any class,
ranking prior to the Serial Preferred Shares; or
(iv) changes the express terms of issued shares
of any class ranking prior to the Serial Preferred Shares in
any manner substantially prejudicial to the holders of all
series of Serial Preferred Shares then outstanding;
and the affirmative vote of the holders of at least two-thirds of the
shares of each affected series of Serial Preferred Shares at the time
outstanding, given in person or by proxy at a meeting called for the
purpose at which the holders of each affected series of Serial
3
Preferred Shares shall vote separately as a series, shall he necessary
to adopt any amendment to the Amended Articles of Incorporation (but so
far as the holders of each such series of Serial Preferred Shares are
concerned, such amendment may be adopted with such vote) which:
(i) changes issued Serial Preferred Shares of
one or more but not all series then outstanding into a lesser
number of shares of the Corporation of the same series or into
the same or a different number of shares of the Corporation of
any other class or series; or
(ii) changes the express terms of any series of
the Serial Preferred Shares in any manner substantially
prejudicial to the holders of one or more but not all series
thereof then outstanding; or
(iii) changes the express terms of issued shares
of any class ranking prior to the Serial Preferred Shares in
any manner substantially prejudicial to the holders of one or
more but not all series of Serial Preferred Shares then
outstanding.
Whenever reference is made herein to shares "ranking prior to
the Serial Preferred Shares," such reference shall mean and include all
shares of the Corporation in respect of which the rights of the holders
thereof either as to the payment of dividends or as to distributions in
the event of a voluntary or involuntary liquidation, dissolution or
winding up of the Corporation are given preference over the rights of
the holders of Serial Preferred Shares; whenever reference is made to
shares "on a parity with the Serial Preferred Shares," such reference
shall mean and include all shares of the Corporation in respect of
which the rights of the holders thereof (i) neither as to the payment
of dividends nor as to distributions in the event of a voluntary or
involuntary liquidation, dissolution or winding up of the Corporation
are given preference over the rights of the holders of Serial Preferred
Shares and (ii) either as to the payment of dividends or as to
distributions in the event of a voluntary or involuntary liquidation,
dissolution or winding up of the Corporation rank on an equality
(except as to the amounts fixed therefor) with the rights of the
holders of Serial Preferred Shares: and whenever reference is made to
shares "ranking junior to the Serial Preferred Shares," such reference
shall mean and include all shares of the Corporation in respect of
which the rights of the holders thereof both as to the payment of
dividends and as to
4
distributions in the event of a voluntary or involuntary liquidation,
dissolution or winding up of the Corporation are junior and subordinate
to the rights of the holders of the Serial Preferred Shares.
SUBDIVISION B
PROVISIONS APPLICABLE TO COMMON SHARES
The Common Shares shall be subject to the express terms of the
Serial Preferred Shares and of any series thereof. Each Common Share
shall be equal to every other Common Share and the holders thereof
shall have such rights as are provided by law and, except as otherwise
provided herein or as required by law, shall be entitled to one vote
for each share held by them upon all matters presented to
shareholders."
IN WITNESS WHEREOF, said William A. Papenbrock, Secretary of
Pioneer-Standard Electronics, Inc., acting for and on behalf of said
corporation, has hereunto subscribed his name this 1st day of August, 1997.
-s- William A. Papenbrock
-----------------------------------------
William A. Papenbrock, Secretary
5
DATE: DOCUMENT ID DESCRIPTION FILING EXPED PENALTY CERT COPY
09/15/2003 200325800924 DOMESTIC/AMENDMENT TO ARTICLES 50.00 100.00 .00 .00 .00
(AMD)
RECEIPT
This is not a bill. Please do not remit payment.
CALFEE HALTER, ESQ.
1650 FIFTH THIRD CENTER
21 E. STATE STREET
COLUMBUS, OH 43215
STATE OF OHIO
CERTIFICATE
OHIO SECRETARY OF STATE, J. KENNETH BLACKWELL
317430
It is hereby certified that the Secretary of State of Ohio has custody
of the business records for
AGILYSYS, INC.
and, that said business records show the filing and recording of:
Document(s): Document No(s):
DOMESTIC/AMENDMENT TO ARTICLES 200325800924
[SEAL] Witness my hand and the seal of the
United States of America Secretary of State at Columbus,
State of Ohio Ohio this 15th day of September,
Office of the Secretary of State A.D. 2003.
J. Kenneth Blackwell
Ohio Secretary of State
PRESCRIBED BY J.KENNETH BLACKWELL
OHIO Secretary of State
Central Ohio: (614) 466-3910
Toll Free: 1-877-SOS-FILE (1-877-767-3453)
[SEAL]
www.state.oh.us/sos
e-mail: busserv@sos state.oh us
Expedite this Form: (Select one)
Mall Form to one of the Following:
[R]Yes PO Box 1390
Columbus, OH 43216
"' Requires an additional fee of $100'"
PO Box 1028
[ ]No Columbus, OH 43216
Certificate of Amendment by
Shareholders or Members
(Domestic)
Filing Fee $50 00
(CHECK-ONLY ONE (1) BOX)
(1) Domestic for PLEASE READ (2) Domestic
Profit INSTRUCTIONS Non-Profit
[ ] Amended [X] Amendment [ ] Amended [ ] Amendment
(122-AMAP) (125-AMDS) (126-AMAN) (128-AMD)
Complete the general information In this section for the box checked above.
Name of Corporation Pioneer-Standard Electronics, Inc.
Charter Number 317430
Name of Officer Kathryn K. Vanderwist
Title Assistant Secretary
[ ] Please check if additional provisions attached
The above named Ohio corporation, does hereby certify that:
[X] A meeting of the [X] shareholders [ ] directors (non-profit amanded
articles only)
[ ] members was duly called and held on September 12,2003
-----------------
(Date)
at which meeting a quorum was present in person or by proxy, based upon the
quorum present, an affirmative vote was cast which entitled them to exercise 82%
as the voting power of the corporation.
[ ] In a writing signed by all of the [ ] shareholders [ ] directors (non-
profit amended
articles only)
[ ] members who would be entitled to the notice of a meeting or such other
proportion not less than a majority as the articles of regulations or bylaws
permit
Clause applies if amended box Is checked.
Resolved, that the following amended articles of incorporations be and the same
are hereby adopted to supercede and take the place of the existing articles of
incorporation and all amendments thereto
Page 1 of 2 Last Revised: May 2002
All of the following information must be completed If an amended box is checked.
If an amendment box Is checked, complete the areas that apply.
FIRST: The name of the corporation Is: Agilysys, Inc.
SECOND: The place in the State of Ohio where its principal office is located in
the city of:
_______________________________ ________________________________
(City, village or township) (County)
THIRD: The purposes of the corporation are as follows:
_______________________________________________________________________
_______________________________________________________________________
FOURTH: The number of shares which the corporation is authorized to have
outstanding is: ______________________________________
(Does not apply to box (2))
REQUIRED Kathryn K.Vanderwist SEPT. 12,2003
Must be authenticated ------------------------- -------------
(signed) by an authorized Authorized Representative Date
representative
(See Instructions) Kathryn K.Vanderwist, Assistant
Secretary
-------------------------------
(Print Name)
______________________________
______________________________
[ ] [ ]
Authorized Representative Date
______________________________
(Print Name)
______________________________
______________________________
Page 2 Of 2 Last Revised: May 2002