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Exhibit 3(i)(b) Form of Certificate of
Incorporation as amended by
amendment filed December 26,
1995.
CERTIFICATE OF INCORPORATION
OF
RAVENS METAL PRODUCTS, INC.
(AS AMENDED)
ARTICLE 1
The name of the corporation (the "Corporation") is Ravens
Metal Products, Inc.
ARTICLE 2
The address of the registered office in Delaware of the
Corporation is 1209 Orange Street, Wilmington, New Castle County, Delaware
19801. The name and address of the registered agent of the Corporation is The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801.
ARTICLE 3
The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware, including, without limitation, the fabrication of
equipment, goods and merchandise, and the design and development of the means
and equipment for improved fabricating methods, and in general the buying and
selling, designing, developing and manufacturing of products, goods,
equipments, wares and merchandise.
ARTICLE 4
The Corporation may have and maintain offices at such places
within and without Delaware as the Board of Directors of the Corporation may
determine from time to time.
ARTICLE 5
The aggregate number of shares which the Corporation shall
have authority to issue is Three Million Three Hundred Thousand (3,300,000)
shares, of which Three Million (3,000,000) shares shall be Common Stock having
a par value of One Penny ($.01) per share, and Three Hundred Thousand (300,000)
shares shall be Preferred Stock having a par value of One Penny ($.01) per
share.
The Board of Directors of the Corporation is authorized,
subject to limitations prescribed by law and the provisions of this Article, to
provide for the issuance of shares of Preferred stock
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in series, and by filing a certificate pursuant to the applicable law of the
State of Delaware, to establish from time to time the number of shares to be
included in each such series, and to fix the designation, powers, preferences
and rights of the shares of each such series and the qualifications,
limitations or restrictions thereof.
The authority of the Board of Directors with respect to each
series shall include all rights conferred by the General Corporation Law upon
directors, including, but not limited to, determination of the following:
(a) The number of shares constituting that series and the
distinctive designation of that series;
(b) The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or
dates, and the relative rights or priorities, if any, of
payment of dividends on shares of that series;
(c) Whether the shares of that series shall have voting rights in
addition to the voting rights provided by law, and, if so, the
terms of such voting rights;
(d) Whether the shares of that series shall have conversion
privileges, and, if so, the terms and conditions of such
privileges, including provision for adjustment of conversion
rate(s) in relation to such events as the Board of Directors
shall determine;
(e) Whether the shares of that series shall be redeemable, and, if
so, the terms and conditions of such redemption, including the
date or dates upon or after which they shall be redeemable,
and the amount per share payable in case of redemption, which
amount may vary under different conditions and at different
redemption dates;
(f) Whether there shall be a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and
amount of such sinking fund;
(g) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding
up of the Corporation, and the relative rights of priority, if
any, of payment of shares of that series; and
(h) Any other relative rights, preferences and limitations of that
series now or hereafter permitted by law.
Dividends declared on outstanding shares of Preferred Stock
shall be set apart for payment or paid before any dividend shall be declared or
set apart for payment or paid on the Common Stock with respect to the same
dividend period.
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If upon any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, the assets available for distribution to
holders of shares of Preferred Stock of all series shall be insufficient to pay
such holders the full preferential amount to which they are entitled, then such
assets shall be distributed ratably among the shares of all series of Preferred
Stock in accordance with the respective preferential amounts (including unpaid
cumulative dividends, if any) payable with respect thereto.
ARTICLE 6
One-third of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of stockholders. If
voting by classes is required, this provision shall apply with respect to each
such class.
ARTICLE 7
In addition to the powers conferred under the General
Corporation Law, the Board of Directors of the Corporation shall have power to
adopt, amend, or repeal the by-laws of the Corporation, subject to the right of
the stockholders of the Corporation entitled to vote with respect thereto to
amend and repeal by-laws adopted by the Board of Directors.
ARTICLE 8
The election of directors need not be by written ballot unless
the by-laws of the Corporation shall so provide.
ARTICLE 9
Notwithstanding any other provision of this Certificate of
Incorporation or the by-laws of the Corporation (subject to this Article and in
addition to any other vote that may be required by law, this Certificate of
Incorporation or the by-laws of the Corporation), the affirmative vote of the
holders of at least two-thirds of the outstanding shares of the stock of the
Corporation entitled to vote shall be required (i) to amend, alter or repeal
any provision of this Certificate of Incorporation; (ii) to amend, alter or
repeal any by-law of the Corporation at any meeting of shareholders; (iii) for
the merger or consolidation of the Corporation with or into any other
corporation or business entity; (iv) for the sale, lease, exchange, mortgage,
pledge, transfer or other disposition (in one transaction or a series of
related transactions) of all or substantially all of the assets of the
Corporation; and (v) for the voluntary dissolution or liquidation of the
Corporation; provided, however, that the foregoing requirement shall not apply
if the Board of Directors of the Corporation has approved or consented to such
amendment, merger, consolidation, sale or other disposition of assets,
dissolution or liquidation.
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ARTICLE 10
Except as otherwise provided in Section 102(b)(7) of the
General Corporation Law, as amended from time to time, or in any analogous
provision of any successor law, no director of the Corporation shall have
personal liability to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director.
ARTICLE 11
The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by law, and all rights conferred herein upon
stockholders and directors are granted subject to this reservation.