1
EXHIBIT 3.1
RECEIPT AND CERTIFICATE
RPM, INC. formerly REPUBLIC POWDERED METALS, INC.
- -------------------------------------------------
NAME
202203
------
NUMBER
DOMESTIC CORPORATIONS MISCELLANEOUS FILINGS
ARTICLES OF INCORPORATION ANNEXATION/INCORPORATION--CITY
OR VILLAGE
AMENDMENT
MERGER/CONSOLIDATION RESERVATION OF CORPORATE NAMES
DISSOLUTION REGISTRATION OF NAME
AGENT REGISTRATION OF NAME RENEWALS
RE-INSTATEMENT REGISTRATION OF NAME--CHANGE
OF REGISTRANTS ADDRESS
CERTIFICATES OF CONTINUED
EXISTENCE TRADE MARK
MISCELLANEOUS TRADE MARK RENEWAL
SERVICE MARK
FOREIGN CORPORATIONS SERVICE MARK RENEWAL
MARK OF OWNERSHIP
LICENSE
MARK OF OWNERSHIP RENEWAL
AMENDMENT
EQUIPMENT CONTRACT/CHATTEL
SURRENDER OF LICENSE MORTAGE
APPOINTMENT OF AGENT
POWER OF ATTORNEY
CHANGE OF ADDRESS OF AGENT
SERVICE OF PROCESS
CHANGE OF PRINCIPAL OFFICE
MISCELLANEOUS
RE-INSTATEMENT
ASSIGNMENT--TRADE MARK, MARK
FORM 7 OF OWNERSHIP, SERVICE MARK,
PENALTY REGISTRATION OF NAME
I certify that the attached document was received and filed in the
office of TED W. BROWN, Secretary of State, at Columbus, Ohio, on the 9th
------
day of November A.D. 1971, and recorded on Roll B772 at Frame 725 of
-------------- -- ---- ---
the RECORDS OF INCORPORATION and MISCELLANEOUS FILINGS.
/s/ TED W. BROWN
-----------------------
TED W. BROWN,
Secretary of State
Filed by and Returned To: Calfee, Halter, Calfee, Griswold & Sommer
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1800 Central Nztional Bank Building
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Cleveland, Ohio 44114 Att: Richard N. Ogle
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FEE RECEIVED: $1275.00
NAME: RPM, INC. formerly REPUBLIC POWDERED METALS, INC.
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2
CERTIFICATION OF ADOPTION OF
AMENDED ARTICLES OF INCORPORATION OF
REPUBLIC POWDERED METALS, INC.
(hereafter to be known as RPM, Inc.)
Charter No. 202203
Thomas C. Sullivan, President, and Louis J. Gillich, Secretary of
Republic Powdered Metals, Inc. an Ohio corporation, do hereby certify that a
meeting of the holders of all of the shares of Republic Powdered Metals, Inc.
was duly called and held on the 20th day of October, 1971, 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 more than eighty percent (80%) of the voting power of said corporation
the Resolutions attached hereto were adopted for the purpose of adopting the
attached Amended Articles of Incorporation of said corporation.
IN WITNESS WHEREOF, said Thomas C. Sullivan, President and
Louis J. Gillich, Secretary of Republic Powdered Metals, Inc., acting for
and on behalf of said corporation have hereunto subscribed their names this
9th day of November, 1971.
- ---
/s/ Thomas C. Sullivan
---------------------------------
Thomas C. Sullivan, President
/s/ Louis J. Gillich
---------------------------------
Louis J. Gillich, Secretary
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RESOLUTIONS ADOPTED AT
SPECIAL MEETING OF SHAREHOLDERS OF
REPUBLIC POWDERED METALS, INC.
October 20, 1971
----------------------------------
"RESOLVED, That new Amended Articles of Incorporation of this Corporation in
the form in which the same were communicated to the shareholders of this
Corporation as Exhibit A to the Proxy Statement dated September 30, 1971, which
accompanied the Notice of this Meeting, and as attached to these Resolutions as
Exhibit A, be and the same are hereby adopted to supersede and take the place
of the Corporation's existing Amended Articles of Incorporation.
"BE IT FURTHER RESOLVED, That the President and the Secretary of this
Corporation be and they are hereby authorized and directed to file as promptly
as possible in the Office of the Secretary of State of Ohio an appropriate
Certificate of Adoption of Amended Articles of Incorporation and to take such
other action as may be appropriate in order to render effective said Amended
Articles of Incorporation and carry out the purpose of these Resolutions."
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AMENDED ARTICLES OF INCORPORATION
OF
RPM, INC.
(Formerly Republic Powered Metals, Inc.)
FIRST: The name of the Corporation is RPM, Inc.
SECOND: The place in the State of Ohio where its principal office is
located is Brunswick Hills Township, in Medina County.
THIRD: The purpose or purposes of the Corporation are as follows:
(a) To manufacture, compound, mix, buy, sell and otherwise
deal in paints, enamels, varnishes, shellacs, lacquers and protective
and decorative coatings and coverings of every kind and description,
together with every kind and variety of ingredients thereof, and, in
general, to manufacture, purchase, use and sell goods, wares and
merchandise of every kind and description.
(b) To purchase, acquire, apply for, register, hold, use,
hypothecate, exchange, assign, lease, grant licenses or sublicenses in
respect of, sell, deal in, and dispose of letters patent of the United
States or any foreign country, patent rights, privileges, inventions,
improvements, processes, designs, formulae, copyrights, trademarks,
trade names, and rights analogous thereto, necessary, useful, or
convenient in connection with any business of the Corporation.
(c) To purchase, lease or otherwise acquire, own, hold, use,
maintain, operate, develop, sell, lease, encumber, convey, exchange or
otherwise dispose of real and personal property, or interests therein,
and to construct, equip, occupy, improve, use, operate, sell, lease,
exchange or otherwise dispose of buildings, factories, plants,
storehouses, offices and structures of all kinds, necessary, useful, or
convenient in connection with any business of the Corporation.
(d) To purchase or otherwise acquire all or any part of the
business, good will, rights, property and assets and to assume all or
any part of the liabilities of any corporation, association,
partnership or individual engaged in any business in which any
corporation organized under the General Corporation Act of the State of
Ohio is entitled to engage.
(e) To acquire by purchase, subscription, exchange, or otherwise,
to guarantee, to invest in or hold for investment or otherwise, and to
trade, deal in and with, use, sell, pledge, or otherwise dispose of the
stock, bonds, and other evidences of indebtedness or obligations of any
corporation, domestic or foreign, and to issue in exchange or in
payment therefor its own stock, bonds, or other evidences of
indebtedness, and, while owner of any such stock, bonds, and evidences
of indebtedness, to possess and exercise all the rights, powers and
privileges of ownership, including the right to vote thereon for any
and all purposes; to acquire by purchase, subscription, exchange, or
otherwise and to deal in and with, use, sell, pledge or otherwise
dispose of the bonds and other evidences of indebtedness or obligations
of any public or municipal corporation, domestic or foreign, and of any
government, state, governmental authority, or governmental
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subdivision, domestic or foreign; and to do any and all acts or things
deemed advisable for the preservation, protection, improvement, or
enhancement in value of any stock; bonds, or other evidences of
indebtedness or securities, and to do any and all acts and things
designed to accomplish any such purpose.
(f) To join, merge, or consolidate with and to enter into
agreements and cooperative relations, not in contravention of law, with
any corporation, association, partnership, or individual in and about
the carrying out of all or any of its purposes.
(g) To borrow money or otherwise use its credit for its corporate
purposes; to make, accept, endorse, execute, and issue promissory
notes, bills of exchange, bonds, debentures, and other obligations and
evidences of indebtedness; and to secure the payment of any such
obligations by mortgage, pledge, deed of trust, or otherwise.
(h) In general, to carry on any lawful business whatsoever in
connection with or incidental to the foregoing, or which has for its
object the promotion, directly or indirectly, of the general interests
of the Corporation, or the protection, improvement, preservation, or
enhancement of the value of its properties and rights, and to do
whatever it may deem necessary, useful, convenient, or proper for the
accomplishment of any one or more of the purposes of the Corporation,
and, to the same extent and as fully as any natural person might
lawfully or could do, to do all and every lawful act and thing and to
enter into and perform contracts of every kind and description with any
person, firm, association, corporation, municipality, county, state,
body politic, or government, or subdivision thereof, without limitation
as to amount, necessary, suitable, or convenient for the accomplishment
of any of the purposes of the Corporation or incident to any of the
powers hereinbefore enumerated, the enumeration of specific powers not
being a limitation or restriction in any manner of the general powers
of the Corporation.
(i) To do all or any of such acts and things and exercise any of
such powers in any state of the United States, in any district,
territory, colony, protectorate, or possession thereof, and in any and
all foreign countries, and to maintain such offices, branches, plants,
properties, and establishments in any or all thereof as may be deemed
advisable by the Corporation.
FOURTH: The maximum number of shares which the Corporation is
authorized to have outstanding is Two Million (2,000,000) shares, all of which
shall be Common Shares, without par value.
FIFTH: The Corporation, by action of its Directors and without action
by its shareholders, may purchase its own shares in accordance with the
provisions of the General Corporation Law of Ohio. Such purchases may be made
either in the open market or at public or private sale, in such manner and
amounts, from such holder or holders of outstanding shares of the Corporation,
and at such prices as the Directors shall from time to time determine.
SIXTH: No holder of shares of the Corporation of any class, as such,
shall have any preemptive right to purchase or subscribe for shares of the
Corporation, of any class, or other securities of the Corporation, of any
class, whether now or hereafter authorized.
SEVENTH: Notwithstanding any provisions of the laws of the State of
Ohio now or hereafter in force requiring for any action the affirmative vote of
the holders of shares entitling them to exercise a
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designated proportion (but less than all) of the voting power of the
Corporation or of any class or classes of shares thereof, such action may be
taken by the affirmative vote of the holders of shares entitling them to
exercise a majority of the voting power of the Corporation or of such class or
classes, except that affirmative vote of the holders of shares entitling them
to exercise two-thirds of the voting power of the Corporation or of such class
or classes shall be necessary:
(a) to approve the lease, sale, exchange, transfer or other
disposition by the Corporation of all, or substantially all, of its
assets; or
(b) to effect a merger, consolidation, majority share acquisition
or combination other than a combination to which subparagraph (a) of
this Article Seventh applies, as such terms are defined under the
General Corporation Law of Ohio, if the holders of shares of the
Corporation entitling them to exercise all of the voting power of the
Corporation in the election of Directors immediately prior to
consummation of such transaction shall, upon consummation thereof,
thereafter be entitled to exercise less than two-thirds of the voting
power of the Corporation, or of the surviving or new corporation (in
the case of a merger or consolidation), in the election of Directors;
or
(c) to adopt any amendment to the Amended Articles of
Incorporation of the Corporation which changes the provisions of this
Article Seventh.
EIGHTH: These Amended Articles of Incorporation supersede and take the
place of the existing Amended Articles of Incorporation of the Corporation.
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THE STATE OF OHIO
[LOGO]
DEPARTMENT OF STATE
TED W. BROWN
Secretary of State
CERTIFICATE
202203
IT IS HEREBY CERTIFIED that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of: AMD AGS CHL of RPM, Inc.
---------------
UNITED STATES OF AMERICA Recorded on Roll E014 at Frame 1849 of the
STATE OF OHIO ---- ----
Office of the Secretary of State Records of Incorporation and Miscellaneous
Filings
[SEAL] Witness my hand and the seal of the Secretary of
State, at the City of Columbus, this 29TH day of
OCTOBER, A.D. 1974
/s/ TED W. BROWN
----------------------
TED W. BROWN
Secretary of State
8
CERTIFICATE OF AMENDMENT TO
AMENDED ARTICLES OF INCORPORATION OF
RPM, INC.
Charter No. 202203
Thomas C. Sullivan, President, and James A. Karman, Secretary,
of RPM, Inc., an Ohio corporation, do hereby certify that a meeting of the
holders of all of the common shares of RPM, Inc. was duly called and held on the
27th day of September, 1974, at which meeting a quorum of such shareholders was
present in person or by proxy at all times, that by the affirmative vote of the
holders of shares entitling them to exercise more than two-thirds (2/3) of the
voting power of said corporation the Resolutions attached hereto as Exhibit A
were adopted for the purpose of amending Articles SECOND and SEVENTh, inserting
a new Article EIGHTH and renumbering existing Article EIGHTH as Article NINTH,
of the Amended Articles of Incorporation of said corporation, and that as a
result of said action said Articles SECOND, SEVENTH, EIGHTH and NINTH shall
henceforth read in their entirety as set forth in Exhibit B attached hereto.
IN WITNESS WHEREOF, said Thomas C. Sullivan, President and
James A. Karman, Secretary, of RPM, Inc., acting for and on behalf of said
corporation, have hereunto subscribed their names this 21st day of October,
1974.
/s/ Thomas C. Sullivan
-----------------------------
Thomas C. Sullivan, President
/s/ James A. Karman
-----------------------------
James A. Karman, Secretary
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SHAREHOLDER RESOLUTIONS
RPM, INC.
RESOLVED: That Article Second of the Company's Amended Articles of Incorporation
be amended to read as set forth in Exhibit B to the Proxy Statement dated August
20, 1974 which accompanied the Notice of this Meeting, the relevant portion of
which Exhibit is incorporated into these resolutions by reference.
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 purpose of these resolutions.
RESOLVED: That Article Seventh of the Company's Amended Articles of
Incorporation be amended in the manner and to the extent indicated in Exhibit B
to the Proxy Statement dated August 20, 1974 which accompanied the Notice of
this Meeting, the relevant portions of which Exhibit are incorporated by
reference into these resolutions, that a new Article Eighth to the Company's
Amended Articles of Incorporation as set forth in said Exhibit be adopted, and
that the provision of said Amended Articles heretofore designated as Article
Eighth be redesignated as Article Ninth.
BE IT FURTHER RESOLVED: That the President and the Secretary of the Company be
and they are hereby authorized and directed to file as promptly as possible in
tile 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 amendments and carry out the purpose of these
resolutions.
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ARTICLES SECOND, SEVENTH, EIGHTH AND NINTH
TO
AMENDED ARTICLES OF INCORPORATION
OF
RPM, INC.
SECOND: The place in the State of Ohio where its principal
office is located is the City of Cleveland, Cuyahoga County.
SEVENTH: Notwithstanding any provisions of the laws of the State
of Ohio now or hereafter in force requiring for any action the affirmative vote
of the holders of shares entitling them to exercise a designated proportion (but
less than all) of the voting power of the Corporation or of any class or classes
of shares thereof, and subject to the requirements of Article Eighth of these
Amended Articles of Incorporation, such action may be taken by the affirmative
vote of the holders of shares entitling them to exercise a majority of the
voting power of the Corporation or of such class or classes, except that the
affirmative vote of the holders of shares entitling them to exercise two-thirds
of the voting power of the Corporation or of such class or classes shall be
necessary:
(a) to approve the lease, sale, exchange, transfer or other
disposition by the Corporation of all, or substantially all, or its
assets; or
(b) to effect a merger, consolidation, majority share
acquisition or combination other than a combination to which sub-paragraph (a)
of this Article Seventh applies, as such terms are defined under the General
Corporation law of Ohio, if the holders of shares of the Corporation entitling
them to exercise all of the voting power of the Corporation in the election of
Directors immediately prior to consummation of such transaction shall, upon
consummation thereof, thereafter be entitled to exercise less than two-thirds of
the voting power of the Corporation, or of the surviving or new Corporation (in
the case of a merger or consolidation), in the election of Directors; or
(c) to adopt any amendment to the Amended Articles of In-
corporation of the Corporation which changes the provisions of this Article
Seventh.
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EIGHTH: If a shareholder vote is required by law, then except as
provided in the last paragraph of this Article Eighth the affirmative vote of
the holders of shares entitling them to exercise 80% of the voting power of the
Corporation, given in person or by proxy at a meeting called for the purpose,
shall be necessary:
(a) to approve the lease, sale, exchange, transfer or other
disposition by the Corporation of all, or substantially all, of its assets or
business to a related company or an affiliate of a related company; or the
consolidation of the Corporation with or its merger into a related company or an
affiliate of a related company; or the merger into the Corporation or a
subsidiary of the Corporation of a related company or an affiliate of a related
company; or a combination or majority share acquisition in which the Corporation
is the acquiring corporation and its voting shares are issued or transferred to
a related company or an affiliate of a related company or to shareholders of a
related company or an associated person; or
(b) to approve any agreement, contract or other arrangement with
a related company or an affiliate of a related company or an associated person
providing for any of the transactions described in sub-paragraph (a) above; or
(c) to adopt any amendment of the Amended Articles of
Incorporation of the Corporation which changes the provisions of this Article
Eighth.
For the purpose of this Article Eighth, a "related company" in
respect of a given transaction shall be any person, partnership, corporation or
firm which, together with its affiliates and associated persons, owns of record
or beneficially, directly or indirectly, 5% or more of the shares of any
outstanding class of shares of the Corporation entitled to vote upon such
transaction, as of the record date used to determine the shareholders of the
Corporation entitled to vote upon such transaction; an "affiliate" of a related
company shall be any person, individual, joint venture, trust, partnership or
corporation which, directly or indirectly, through one or more intermediaries,
controls, or is controlled by, or is under common control with, the related
company; an "associated person" of a related company shall be any Officer or
Director or any beneficial owner, directly or indirectly, of 10% or more of any
class of equity security of such related company or any of its affiliates; and
the terms "person", "combination" , "majority share acquisition" and "acquiring
corporation" shall have the same meaning as that contained in Section 1701.01 of
the Ohio General Corporation Law or any similar provision hereafter enacted. The
determination of the Board of Directors of the Corporation, based on information
known to the Board of Directors and made in good faith, shall be conclusive as
to whether any person, partnership, corporation or firm is a related company or
affiliate or associated person as defined in this Article Eighth.
-2-
12
The provisions of this Article Eighth shall not apply to any
proposal submitted to shareholders if (i) such proposal has been approved and
recommended by written resolution of the Board of Directors of the Corporation
adopted prior to the acquisition of the 5% interest in shares of the
Corporation, as aforesaid, by the related company or its affiliates or
associated persons, and (ii) with respect to any transaction of the type
described in subparagraphs (a) and (b) of this Article Eighth, the terms of any
inducements made to officers or Directors of the Corporation, if any, which are
not made available to all shareholders, have been disclosed to all shareholders.
NINTH: These Amended Articles of Incorporation supersede
and take the place of existing Amended Articles of Incorporation of the
Corporation.
-3-
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UNITED STATES OF AMERICA, |
STATE OF OHIO, }
OFFICE OF THE SECRETARY OF STATE. |
I, TED W. BROWN,
Secretary of State of the State of Ohio, do hereby certify that the foregoing
is an exemplified copy, carefully compared by me with the original record now
in my official custody as Secretary of State, and found to be true and correct,
of the
CERTIFICATE OF AMENDMENT
TO
AMEND ARTICLES OF INCORPORATION
OF
RPM, INC.
filed in this office on the 24th day of September A.D. 1976.
and recorded on (in) Roll (Volume) E 0198, Frame (Page) 0710 of
the Records of Incorporations.
[SEAL] WITNESS my hand and official seal at
Columbus, Ohio, this 29th day
of September A.D. 1976.
/S/ TED W. BROWN
----------------------
TED W. BROWN
Secretary of State
14
CERTIFICATE OF AMENDMENT
TO
AMENDED ARTICLES OF INCORPORATION
OF
RPM, INC.
Charter No. 202203
Thomas C. Sullivan, Presidcnt, and James A. Karman, Secretary, of RPM,
Inc., an Ohio corporation, do hereby certify that a meeting of the holders of
all the Common Shares, without par value, of RPM, Inc. was duly called and held
on September 24, 1976, 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 a majority 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 in its entirety to read as follows:
FOURTH: The maximum number of shares which the
Corporation is authorized to have outstanding is Five
Million (5,000,000) 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 foregoin g amendment and carry out the purposes of
these Resolutions.
15
IN WITNESS WHEREOF, said Thomas C. Sullivan, President, and James A.
Karman, Secretary, of RPM, ILnc., acting for and on behalf of said corporation,
have hereunto subscribed their names this 24th day of September, 1976.
/s/ Thomas C. Sullivan
------------------------------------
Thomas C. Sullivan, President
/s/ James A. Karman
------------------------------------
James A. Karman, Secretary
(SEAL)
16
UNITED STATES OF AMERICA, |
STATE OF OHIO, }
OFFICE OF THE SECRETARY OF STATE. |
I, TED W. BROWN,
Secretary of State of the State of Ohio, do hereby certify that the foregoing
is an exemplified copy, carefully compared by me with the original record now
in my official custody as Secretary of State, and found to be true and correct,
of the
CERTIFICATE OF AMENDMENT
TO ARTICLES OF INCORPORATION
OF
RPM, INC.
filed in this office on the 30th day of September A.D. 1977.
and recorded on (in) Roll (Volume) E 0324, Frame (Page) 0608 of
the Records of Incorporations.
[SEAL] WITNESS my hand and official seal at
Columbus, Ohio, this 4th day
of October A.D. 1977.
/S/ TED W. BROWN
----------------------
TED W. BROWN
Secretary of State
17
CERTIFICATE OF AMENDMENT
TO
AMENDED ARTICLES OF INCORPORATION
OF
RPM, INC.
Charter No. 202203
Thomas C. Sullivan, President, and James A. Karman, Secretary, of RPM,
Inc., an Ohio corporation, do hereby certify that a meeting of the Shareholders
of RPM, Inc. was duly called and held on September 29, 1977, 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
a majority 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 maximum number of shares which the Corporation is
authorized to have outstanding is Ten Million (10,000,000) 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 Thomas C. Sullivan, President, and James A.
Karman, Secretary, of RPM, Inc., acting for and on behalf of said corporation,
have hereunto subscribed their names this 29th day of September, 1977.
/s/ Thomas C. Sullivan
-----------------------------
Thomas C. Sullivan, President
/s/ James A. Karman
-----------------------------
James A. Karman, Secretary
(SEAL)
18
CERTIFICATE OF AMENDMENT
TO
AMENDED ARTICLES OF INCORPORATION
OF
RPM, Inc.
Charter No. 202203
James A. Karman, President, and Julius K. Nemeth, Secretary, of RPM,
Inc., an Ohio corporation, do hereby certify that a meeting of the Shareholders
of RPM, Inc. was duly called and held on October 13, 1983, 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
a majority of the voting power of said corporation, the following resolutions
were adopted for the purpose of amending Article FOURTH of the Amended Articles
0oe Incorporation of said corporation:
RESOLVED, That Article FOURTH of the Company's Amended Articles
of Incorporation be amended to read in its entirely as follows:
FOURTH: The maximum number of shares which the Corporation is
authori:ed to have outstanding 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 promptlv 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 A. Karman, President, and Julius K.
Nemeth, Secretary, of RPM, Inc., acting for and on behalf of said corporation,
have hereunto subscribed their names this 13th day of October, 1983.
/s/ James A. Karman
------------------------------
James A. Karman, President
/s/ Julius K. Nemeth
------------------------------
Julius K. Nemeth, Secretary
(SEAL)
19
STATE OF OHIO SHERROD BROWN
[LOGO] DEPARTMENT OF STATE Secretary of State
DATE 10/16/86 NUMBER 202203 RECEIPT NO. 32650
G016-1993 0059
RECEIVED OF CALFEE, HALTER & GRISWOLD
OR FILED BY __________________________________________________________________
THE SUM OF $75,035.00 FOR FILING AMD INC OF RPM, INC.
--------- -------
RETURNED TO: 32650 AMD $75,035.00
CALFEE, HALTER & GRISWOLD INC ----------
ATT: A.L. WACHS RECEIPT ----------
1800 SOCIETY BLDG. ----------
CLEVELAND, OH 44114-2688 ----------
----------
NAME: TOTAL FEE: $75,035.00
RPM, INC. ----------
20
DEPARTMENT OF STATE
THE STATE OF OHIO
SHERROD BROWN
Secretary of State
202203
CERTIFICATE
IT IS HEREBY CERTIFIED that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of: AMD of RPM, Inc.
-------
UNITED STATES OF AMERICA Recorded on Roll G016 at Frame 1995 of the
STATE OF OHIO ---- ----
OFFICE OF THE SECRETARY OF STATE Records of Incorporation and Miscellaneous
Filings.
[SEAL] WITNESS MY HAND AND THE SEAL OF THE SECRETARY
OF STATE, AT THE CITY OF COLUMBUS, OHIO, THIS
9TH DAY OF OCT, A.D. 1986.
--- --- --
/s/ SHERROD BROWN
----------------------
SHERROD BROWN
Secretary of State
21
CERTIFICATE OF AMENDMENT
TO
AMENDED ARTICLES OF INCORPORATION
OF
RPM, INC.
Charter No. 202203
Thomas C. Sullivan, Chairman, and Julius K. Nemeth, Secretary,
of RPM, Inc., an Ohio corporation, do hereby certify that a meeting of the
Shareholders of RPM, Inc. was duly called and held on October 9, 1986, 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 a majority 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 maximum number of shares which the Corporation
is authorized to have outstanding is Fifty Million (50,000,000)
shares, all of which shall be Common Shares, without par value.
BE IT FURTHER RESOLVED, That the Chairman 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 Thomas C. Sullivan, Chairman, and
Julius k. Nemeth, Secretary, of RPM, Inc., acting for and on behalf of said
corporation, have hereunto subscribed their names this 9th day of October, 1986.
/s/ Thomas C. Sullivan
----------------------------
Thomas C. Sullivan, Chairman
/s/ Julius K. Nemeth
----------------------------
Julius K. Nemeth, Secretary
(SEAL)
22
CERTIFICATE OF AMENDMENT
TO
AMENDED ARTICLES OF INCORPORATION
OF
RPM, INC.
Charter No. 202203
Thomas C. Sullivan, Chairman, and Julius K. Nemeth, Secretary,
of RPM, Inc., an Ohio corporation, do hereby certify that a meeting of the
Shareholders of RPM, Inc. was duly called and held on October 9, 1986, 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 a majority 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 maximum number of shares which the Corporation
is authorized to have outstanding is Fifty Million (50,000,000)
shares, all of which shall be Common Shares, without par value.
BE IT FURTHER RESOLVED, That the Chairman 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 Arnendment, 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 Thomas C. Sullivan, Chairman, and
Julius K. Nemeth, Secretary, of RPM, Inc., acting for and on behalf of said
corporation, have hereunto subscribed their names this 9th day of October, 1986.
/s/ Thomas C. Sullivan
----------------------------
Thomas C. Sullivan, Chairman
/s/ Julius K. Nemeth
----------------------------
Julius K. Nemeth, Secretary
(SEAL)
23
APPROVED
CERTIFICATE OF AMENDMENT
TO OCT 91992
AMENDED ARTICLES OF INCORPORATION
OF BOB TAFT
RPM, INC. SECRETARY OF STATE
Charter No. 202203
Thomas C. Sullivan, Chairman, and Paul A. Granzier, Secretary, of RPM,
Inc., an Ohio corporation, do hereby certify that a meeting of the Shareholders
of RPM, Inc. was duly called and held on October 9, 1992, 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
a majority 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 maximum number of shares which the Corporation
is authorized to have outstanding is One Hundred Million
(100,000,000) shares, all of which shall be Common Shares,
without par value.
BE IT FURTHER RESOLVED, That the Chairman 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 Thomas C. Sullivan, Chairman, and Paul A.
Granzier, Secretary, of RPM, Inc., acting for and on behalf of said corporation,
have hereunto subscribed their names this 9th day of October, 1992.
/s/ Thomas C. Sullivan
----------------------------
Thomas C. Sullivan, Chairman
/s/ Paul A. Granzier
----------------------------
Paul A. Granzier, Secretary
(SEAL)