EXHIBIT 3.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
ERICO INTERNATIONAL CORPORATION
ARTICLE I
The name of the corporation (the "CORPORATION") is ERICO International
Corporation.
ARTICLE II
The place in the State of Ohio where its principal office is located is
the City of:
Solon Cuyahoga
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(city, village or township) (county)
ARTICLE III
The purposes of the Corporation are as follows:
The purpose for which the Corporation is formed is to engage in any
lawful act or activity for which a Corporation may be formed under Sections
1701.01 to 1701.98, inclusive, of the Ohio Revised Code (the "ORC") as now in
effect or hereinafter amended.
ARTICLE IV
1. AUTHORIZED CAPITAL STOCK. The Corporation is authorized to
issue one million five hundred thousand (1,500,000) shares of capital stock, par
value $1.00 per share ("COMMON STOCK").
2. COMMON STOCK. The following is a statement of the express
terms, powers, preferences, rights, qualifications, limitations and restrictions
of the Common Stock.
(a) Voting Rights. Except as otherwise required by law,
each holder of Common Stock shall have one vote in respect of each share of
Common Stock held by him, her or it of record on the books of the Corporation
for the election of directors and on all matters submitted to a vote of
shareholders of the Corporation.
(b) Dividends. The holders of outstanding shares of
Common Stock shall be entitled to receive dividends when, as and if declared by
the Board of Directors from funds legally available therefor.
(c) Dissolution, Liquidation or Winding Up. Upon any
distribution of the assets of the Corporation in a liquidation, dissolution or
winding-up of the Corporation, the holders of Common Stock shall be entitled to
share ratably according to the number of
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outstanding shares of Common Stock held by them in the remaining assets of the
Corporation available for distribution to holders of Common Stock.
ARTICLE V
Shareholders may not cumulate votes.
ARTICLE VI
To the fullest extent permitted by law, no director of the Corporation
will be personally liable for monetary damages for breach of fiduciary duty as a
director. Without limiting the effect of the preceding sentence, if the ORC is
hereafter amended to authorize the further elimination or limitation of the
liability of a director, then the liability of a director of the Corporation
will be eliminated or limited to the fullest extent permitted by the ORC, as so
amended.
Neither any amendment nor repeal of this Article VI, nor the adoption
of any provision of these Amended and Restated Articles of Incorporation
inconsistent with this Article VI, will eliminate, reduce or otherwise adversely
affect any limitation on the personal liability of a director of the Corporation
existing at the time of such amendment, repeal or adoption of such an
inconsistent provision.
ARTICLE VII
The Corporation may from time to time, pursuant to authorization by the
Directors and without action by the shareholders, purchase or otherwise acquire
shares of the Corporation of any class or classes in such manner, upon such
terms and in such amounts as the Directors shall determine; subject, however, to
such limitation or restriction, if any, as is contained in the express terms of
any class of shares of the Corporation outstanding at the time of the purchase
or acquisition in question.
ARTICLE VIII
Notwithstanding any provision of the ORC now or hereafter in force
requiring for any purpose the vote, consent, waiver or release of the holders of
shares entitling them to exercise two-thirds, or any other proportion, of the
voting power of the Corporation or of any class or classes of shares thereof,
such action, unless otherwise expressly required by statute or by these Amended
and Restated Articles of Incorporation, may be taken by the vote, consent,
waiver or release of the holders of shares entitling them to exercise a majority
of the voting power of the Corporation or of such class or classes.
ARTICLE IX
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 Amended and Restated Articles of Incorporation
of the Corporation in the office of the Secretary of State of Ohio.
ARTICLE X
These Amended and Restated Articles of Incorporation take the place of
and supersede the existing Amended Articles of Incorporation of the Corporation
as heretofore amended.
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