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EXHIBIT 3(i)
RESTATED CERTIFICATE OF INCORPORATION
OF RAVENS METAL PRODUCTS, INC.
Pursuant to Section 245 of the
General Corporation Law of the State of Delaware
I, Lowell P. Morgan, do hereby certify as follows:
1. Ravens Metal Products, Inc. (the "Company") was organized as a
corporation under the laws of the State of Delaware by the
filing of an original Certificate of Incorporation with the
Secretary of State of the State of Delaware on September 3,
1986. The Company's name has remained unchanged throughout
the term of its existence.
2. This Restated Certificate of Incorporation has been duly
adopted by the Board of Directors of the Company, in
accordance with Section 245 of the General Corporation Law of
the State of Delaware.
3. This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the
Company's Certificate of Incorporation, as heretofore amended
or supplemented (by instruments filed with the Secretary of
State of the State of Delaware), and there is no discrepancy
between those provisions and the provisions of this Restated
Certificate of Incorporation.
4. This Restated Certificate of Incorporation is set forth as
follows:
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 are The Corporation
Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801.
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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 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;
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(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.
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.
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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.
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.
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I, THE UNDERSIGNED, being the President hereinbefore named, do make,
file and record this Restated Certificate of Incorporation, do certify that the
facts herein stated are true and, accordingly, have hereunto set my hand this
22 day of February 1996.
/S/ Lowell P. Morgan
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Lowell P. Morgan, President
ATTESTED BY:
/S/ John J. Stitz
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John J. Stitz, Vice President and
Chief Financial Officer
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