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Exhibit (3)(4)
Effective May 4, 1993
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AMENDED ARTICLES OF INCORPORATION
OF
THE GORMAN-RUPP COMPANY
(AS AMENDED)
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ARTICLE I: The name of the Company shall be The Gorman-Rupp Company.
ARTICLE II: The place is the State of Ohio where the principal office
of the Company is to be located is the City of Mansfield, Richland County.
ARTICLE III: The purposes for which, and for any of which, the
Company is formed is to buy, sell and generally deal in, in every manner, and
to develop, manufacture, repair, treat and finish in every manner, materials,
articles or products of every kind and description, to provide services of all
kinds, and to do all things necessary or incidental to any of the foregoing,
including owning, holding and dealing, in every manner, in all real and personal
property necessary or incidental to the foregoing purposes.
The Company reserves the right at any time and from time to time to
substantially change its purposes in any manner now or hereafter permitted by
statute. Any change of the purposes of the Company authorized or approved by
the holders of shares entitled to exercise the proportion of the voting power
of the Company now or hereafter required by statute for such authorization or
approval shall be binding and conclusive upon every shareholder of the Company
as fully as if such shareholder had voted therefor; and no shareholder,
notwithstanding that he may have voted against such change of purposes or may
have objected in writing thereto, shall be entitled to payment of the fair cash
value of his shares.
ARTICLE IV: The number of shares which the Company is authorized to
have outstanding is 14,000,000 Common Shares, without par value.
Each Common Share shall be equal to every other Common Share. The
holders of Common Shares shall be entitled to one vote for each share upon all
matters presented to the shareholders.
ARTICLE V: No holders of any class of shares of the Company shall
have any pre-emptive right to purchase or have offered to them for purchase any
shares or other securities of the Company.
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ARTICLE VI: The Company may from time to time, pursuant to
authorization by its Directors and without action by the shareholders, purchase
or otherwise acquire shares of the Company of any class or series upon such
terms and in such amounts as the Directors shall determine, to the extent
permitted by law; subject, however, to such limitation or restriction, if any,
as may be imposed by the terms of any class or series of shares or other
securities of the Company outstanding at the time of the purchase or
acquisition in question.
ARTICLE VII: Any and every statute of the State of Ohio hereafter
enacted whereby the rights, powers and 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 Company and shall be binding not only upon the
Company but upon every shareholder of the Company to the same extent as if such
statute had been in force on the date of filing these Amended Articles of
Incorporation of the Company in the office of the Secretary of State of Ohio.
ARTICLE VIII: These Amended Articles of Incorporation supersede and
take the place of the heretofore existing Articles of Incorporation of the
Company and all amendments thereto.
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Exhibit (3)(4)
Effective April 21, 1988
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REGULATIONS
OF
THE GORMAN-RUPP COMPANY
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ARTICLE I
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SHAREHOLDERS' MEETINGS
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Section 1. Annual Meetings.
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The annual meeting of the Company shall be held at such time as
is set forth in the notice of the meeting, on the third Thursday in April of
each year, if not a legal holiday, and if a legal holiday, then on the next day
not a legal holiday, for the election of Directors and the consideration of
reports to be laid before such meeting. Upon due notice, there may also be
considered and acted upon at an annual meeting any matter which could properly
be considered and acted upon at a special meeting, in which case and for which
purpose the annual meeting shall also be considered as, and shall be, a special
meeting. When the annual meeting is not held or Directors are not elected
thereat, they may be elected at a special meeting called for that purpose.
Section 2. Special Meetings.
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Special meetings of shareholders may be called by the Chairman
of the Board or the President or a Vice President, or by the Directors by
action at a meeting or by a majority of the Directors acting without a meeting,
or by the person or persons who hold of record not less than twenty-five
percent of all shares outstanding and entitled to be voted on any proposal to
be submitted at such meeting.
Upon request in writing delivered either in person or by
registered mail to the President or Secretary by any person or persons entitled
to call a meeting of shareholders, such officer shall forthwith cause to be
given, to the shareholders entitled thereto, notice of a meeting to be held not
less than seven nor more than sixty days after the receipt of such request, as
such officer shall fix. If such notice shall not be given within twenty days
after the delivery or mailing of such request, the person or persons calling
the meeting may fix the time of the meeting and give, or cause to be given,
notice in the manner hereinafter provided.
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Section 3. Place of Meetings.
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Any meeting of shareholders may be held either at the principal
office of the Company or at such other place within or without the State of
Ohio as may be designated in the notice of said meeting.
Section 4. Notice of Meetings.
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Not more than sixty days nor less than ten days before the date
fixed for a meeting of shareholders, whether annual or special, written notice
of the time, place and purposes of such meeting shall be given by or at the
direction of the President, a Vice President, the Secretary or an Assistant
Secretary. Such notice shall be given either by personal delivery or by mail
to each shareholder of record entitled to notice of such meeting. If such
notice is mailed, it shall be addressed to the shareholders at their respective
addresses as they appear upon the records of the Company, and notice shall be
deemed to have been given on the day so mailed. Notice of adjournment of a
meeting need not be given if the time and place to which it is adjourned are
fixed and announced at such meeting.
Section 5. Shareholders Entitled to Notice and to Vote.
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If a record date shall not be fixed and the books of the Company
shall not be closed against transfers of shares pursuant to statutory
authority, the record date for the determination of shareholders who are
entitled to notice of, or who are entitled to vote at, a meeting of
shareholders, shall be the date next preceding the day on which notice is
given, or the date next preceding the day on which the meeting is held, as the
case may be.
Section 6. Inspectors of Election - List of Shareholders.
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Inspectors of Election may be appointed to act at any meeting of
shareholders in accordance with statute.
At any meeting of shareholders, a list of shareholders,
alphabetically arranged, showing their respective addresses and the number and
classes of shares held by each on the record date applicable to such meeting
shall be produced on the request of any shareholder.
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Section 7. Quorum.
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Subject to the provisions of the Amended Articles of
Incorporation, to constitute a quorum at any meeting of shareholders, there
shall be present in person or by proxy shareholders of record entitled to
exercise not less than fifty percent of the voting power of the Company in
respect of any one of the purposes for which the meeting is called.
The shareholders present in person or by proxy, whether or not a
quorum be present, may adjourn the meeting from time to time.
Section 8. Voting.
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In all cases, except where otherwise by statute or the Articles
or the Regulations provided, a majority of the votes cast shall control.
Cumulative voting in the election of Directors shall be
permitted as provided by statute.
Section 9. Reports to Shareholders.
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At the annual meeting, or the meeting held in lieu thereof, the
officers of the Company shall lay before the shareholders a financial statement
as required by statute.
Section 10. Action Without a Meeting.
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Any action which may be authorized or taken at a meeting of the
shareholders may be authorized or taken without a meeting with the affirmative
vote or approval of, and in a writing or writings signed by, all of the
shareholders who would be entitled to notice of a meeting for such purpose,
which writing or writings shall be filed with or entered upon the records of
the Company.
ARTICLE II
DIRECTORS
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Section 1. Election, Number and Term of Office.
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The Directors shall be elected at the annual meeting of
shareholders, or if not so elected, at a special meeting of shareholders called
for that purpose, and each Director shall hold office until the date fixed by
these Regulations for the
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next succeeding annual meeting of shareholders and until his successor is
elected, or until his earlier resignation, removal from office, or death. At
any meeting of shareholders at which Directors are to be elected, only persons
nominated as candidates shall be eligible for election.
The number of Directors, which shall not be less than three, may
be fixed or changed at a meeting called for the purpose of electing Directors
at which a quorum is present, by the affirmative vote of the holders of a
majority of the shares represented at the meeting and entitled to vote on such
proposal. In case the shareholders at any meeting for the election of
Directors shall fail to fix the number of Directors to be elected, the number
elected shall be deemed to be the number of Directors so fixed.
Section 2. Meetings.
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Regular meetings of the Directors shall be held immediately
after the annual meeting of shareholders and at such other times and places as
may be fixed by the Directors, and such meetings may be held without further
notice.
Special meetings of the Directors may be called by the Chairman
of the Board or by the President or by a Vice President or by the Secretary of
the Company, or by not less than one-third of the Directors. Notice of the
time and place of a special meeting shall be served upon or telephoned to each
Director at least twenty-four hours, or mailed, telegraphed or cabled to each
Director at least forty-eight hours, prior to the time of the meeting.
Section 3. Quorum.
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A majority of the number of Directors then in office shall be
necessary to constitute a quorum for the transaction of business, but if at any
meeting of the Directors there shall be less than a quorum present, a majority
of those present may adjourn the meeting from time to time without notice other
than announcement at the meeting until a quorum shall attend.
Section 4. Action Without a Meeting.
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Any action which may be authorized or taken at a meeting of the
Directors may be authorized or taken without a meeting with the affirmative
vote or approval of, and in a writing or writings signed by, all of the
Directors, which writing or writings shall be filed with or entered upon the
records of the Company.
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Section 5. Committees.
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The Directors may from time to time create a committee or
committees of Directors to act in the intervals between meetings of the
Directors and may delegate to such committee or committees any of the authority
of the Directors other than that of filling vacancies among the Directors or in
any committee of the Directors. No committee shall consist of less than three
Directors. The Directors may appoint one or more Directors as alternate
members of any such committee, who may take the place of any absent member or
members at any meeting of such committee.
In particular, the Directors may create and define the powers
and duties of an Executive Committee. Except as above provided and except to
the extent that its powers are limited by the Directors, the Executive
Committee during the intervals between meetings of the Directors shall possess
and may exercise, subject to the control and direction of the Directors, all of
the powers of the Directors in the management and control of the business of
the Company, regardless of whether such powers are specifically conferred by
these Regulations. All action taken by the Executive Committee shall be
reported to the Directors at their first meeting thereafter.
Unless otherwise ordered by the Directors, a majority of the
members of any committee appointed by the Directors pursuant to this section
shall constitute a quorum at any meeting thereof, and the act of a majority of
the members present at a meeting at which a quorum is present shall be the act
of such committee. Action may be taken by any such committee without a meeting
by a writing or writings signed by all of its members. Any such committee
shall prescribe its own rules for calling and holding meetings and its method
of procedure, subject to any rules prescribed by the Directors, and shall keep
a written record of all action taken by it.
ARTICLE III
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OFFICERS
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Section 1. Officers.
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The Company may have a Chairman of the Board and shall have a
President (both of whom shall be Directors), a Secretary and a Treasurer. The
Company may also have one or more Vice Presidents and such other officers and
assistant officers as the Directors may deem necessary. All of the officers
and assistant officers shall be elected by the Directors.
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Section 2. Authority and Duties of Officers.
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The officers of the Company shall have such authority and shall
perform such duties as are customarily incident to their respective offices, or
as may be specified from time to time by the Directors regardless of whether
such authority and duties are customarily incident to such office.
Section 3. Compensation.
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The Directors shall fix the compensation of the Chairman of the
Board and of the President and shall fix or authorize one or more officers or
Directors to fix the compensation of any or all other officers. The Directors
may authorize compensation to any Director and to any member of any committee
for attendance at meetings and for any special services.
ARTICLE IV
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INDEMNIFICATION AND INSURANCE
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Section 1. Indemnification.
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(a) The Company shall indemnify any person who was or is a
party or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was a Director, officer,
employee or agent of the Company, or is or was serving at the request of the
Company as a director, trustee, officer, employee or agent of another
corporation, domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust or other enterprise, to the full extent permitted from time to
time under the laws of the State of Ohio; provided, however, that the Company
shall indemnify any such agent (as opposed to any Director, officer or
employee) of the Company to an extent greater than that required by law only if
and to the extent that the Directors may, in their discretion, so determine.
(b) The indemnification authorized by this Article shall not be
exclusive of, and shall be in addition to, any other rights granted to those
seeking indemnification hereunder or under the Articles or any agreement, vote
of shareholders or disinterested Directors, or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
trustee, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
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(c) No amendment, termination or repeal of this Article IV
shall affect or impair in any way the rights of any Director or officer of the
Company to indemnification under the provisions hereof with respect to any
action, suit or proceeding arising out of, or relating to, any actions,
transactions or facts occurring prior to the final adoption of such amendment,
termination or repeal.
Section 2. Liability Insurance.
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The Company may purchase and maintain insurance or furnish
similar protection, including but not limited to trust funds, letters of credit
or self-insurance, on behalf of or for any person who is or was a Director,
officer, employee or agent of the Company, or is or was serving at the request
of the Company as a director, trustee, officer, employee or agent of another
corporation, domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust or other enterprise, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
regardless of whether the Company would have the power to indemnify him against
such liability under this Article. Insurance may be purchased from or
maintained with a person in which the Company has a financial interest.
ARTICLE V
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MISCELLANEOUS
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Section 1. Transfer and Registration of Certificates.
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The Directors shall have authority to make such rules and
regulations as they deem expedient concerning the issuance, transfer and
registration of certificates for shares and the shares represented thereby and
may appoint transfer agents and registrars thereof.
Section 2. Substituted Certificates.
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Any person claiming a certificate for shares to have been lost,
stolen or destroyed shall make an affidavit or affirmation of that fact, shall
give the Company and its registrar or registrars and its transfer agent or
agents a bond of indemnity satisfactory to the Directors or to the Executive
Committee or to the President or a Vice President and the Secretary or the
Treasurer, and, if required by the Directors or the Executive Committee or such
officers, shall advertise the same in such manner as may be required, whereupon
a new certificate may be executed and delivered of the same tenor and for the
same number of shares as the one alleged to have been lost, stolen or
destroyed.
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Section 3. Voting Upon Shares Held by the Company.
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Unless otherwise ordered by the Directors, the President, in
person or by proxy or proxies appointed by him, shall have full power and
authority on behalf of the Company to vote, act and consent with respect to any
shares issued by other corporations which the Company may own.
Section 4. Corporate Seal.
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The seal of the Company shall be circular in form with the name
of the Company stamped around the margin and the words "Corporate Seal" stamped
across the center.
Section 5. Articles to Govern.
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In case any provision of these Regulations shall be inconsistent
with the Articles, the Articles shall govern.
Section 6. Amendments.
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These Regulations may be amended by the affirmative vote or the
written consent of the shareholders of record entitled to exercise a majority
of the voting power on such proposal, provided, however, that if an amendment
is adopted by written consent without a meeting of the shareholders, the
Secretary shall mail a copy of such amendment to each shareholder of record who
would have been entitled to vote thereon and did not participate in the
adoption thereof.