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Exhibit 3.1
SECOND AMENDED AND RESTATED
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ARTICLES OF INCORPORATION
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OF
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STONERIDGE, INC.
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FIRST: The name of the Corporation shall be "Stoneridge, Inc."
SECOND: The place in the State of Ohio where the principal office of
the Corporation is to be located is in Howland Township, Trumbull County.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be formed under Sections 1701.01 to 1701.98,
inclusive, of the Ohio Revised Code and any amendments heretofore or hereafter
made thereto.
FOURTH: The authorized number of shares of the Corporation is
65,000,000, consisting of 60,000,000 Common Shares, without par value
(hereinafter referred to as "Common Shares"), and 5,000,000 Serial Preferred
Shares, without par value (hereinafter referred to as "Serial Preferred
Shares").
DIVISION A
The Serial Preferred Shares shall have the following express terms:
SECTION 1. SERIES. The Serial Preferred Shares may be issued
from time to time in one or more series. All Serial Preferred Shares
shall be of equal rank and shall be identical, except in respect of the
matters that may be fixed by the Board of Directors as hereinafter
provided, and each share of a series shall be identical with all other
shares of such series, except as to the dates from which dividends
shall accrue and be cumulative. Subject to the provisions of Sections 2
through 6, both inclusive, of this Division, which provisions shall
apply to all Serial Preferred Shares, the Board of Directors hereby is
authorized to cause such shares to be issued in one or more series and
with respect to each such series to determine and fix prior to the
issuance thereof (and thereafter, to the extent provided in clause (b)
of this Section) the following:
(a) The designation of the series, which may be by
distinguishing number, letter or title;
(b) The authorized number of shares of the series,
which number the Board of Directors may (except when otherwise
provided in the creation of
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the series) increase or decrease from time to time before or
after the issuance thereof (but not below the number of shares
thereof then outstanding);
(c) The dividend rate or rates of the series,
including the means by which any such rate may be established;
(d) The date or dates from which dividends shall
accrue and be cumulative and the dates on which and the period
or periods for which dividends, if declared, shall be payable,
including the means by which any such date or period may be
established;
(e) The redemption rights and redemption price or
prices, if any, for shares of the series;
(f) The terms and amount of the sinking fund, if any,
for the purchase or redemption of shares of the series;
(g) The amounts payable on shares of the series in
the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation;
(h) Whether the shares of the series shall be
convertible into Common Shares or shares of any other class
and, if so, the conversion rate or rates or price or prices,
any adjustments thereof and all other terms and conditions
upon which such conversion may be made; and
(i) Restrictions (in addition to those set forth in
Subsection 5(b) of this Division) on the issuance of shares of
the same series or of any other class or series.
The Board of Directors is authorized to adopt from time to time
amendments to the Second Amended and Restated Articles of Incorporation fixing,
with respect to each such series, the matters described in clauses (a) through
(i), both inclusive, of this Section and is authorized to take such actions with
respect thereto as may be required by law in order to effect such amendments.
SECTION 2. DIVIDENDS.
(a) The holders of Serial Preferred Shares of each
series, in preference to the holders of Common Shares and of
any other class of shares ranking junior to the Serial
Preferred Shares, shall be entitled to receive out of any
funds legally available for the payment of dividends on Serial
Preferred Shares, when and as declared by the Board of
Directors, dividends in cash at the rate or rates for such
series fixed in accordance with the provisions of Section 1 of
this Division A and no more, payable on the dates fixed for
such series. Such dividends shall accrue and be cumulative, in
the case of shares of each particular series, from and after
the date or dates fixed with respect to
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such series. No dividends shall be paid upon or declared or
set apart for any series of Serial Preferred Shares for any
dividend period unless at the same time a like proportionate
dividend payable for the dividend periods terminating on the
same or any earlier date, ratably in proportion to the
respective annual dividend rates fixed therefor, shall have
been paid upon or declared or set apart for all Serial
Preferred Shares of all series then issued and outstanding and
entitled to receive such dividend.
(b) So long as any Serial Preferred Shares shall be
outstanding no dividend, except a dividend payable in Common
Shares or other shares ranking junior to Serial Preferred
Shares, shall be paid or declared or any distribution be made,
except as aforesaid, in respect of the Common Shares or any
other shares ranking junior to Serial Preferred Shares, nor
shall any Common Shares or any other shares ranking junior to
Serial Preferred Shares be purchased, retired or otherwise
acquired by the Corporation, except out of the proceeds of the
sale of Common Shares or other shares of the Corporation
ranking junior to Serial Preferred Shares received by the
Corporation subsequent to the date of first issuance of Serial
Preferred Shares of any series, unless:
(1) All accrued and unpaid dividends on
Serial Preferred Shares, including the full dividends
for all current dividend periods, shall have been
declared and paid or a sum sufficient for payment
thereof set apart; and
(2) There shall be no arrearage with respect
to the redemption of Serial Preferred Shares of any
series from any sinking fund provided for shares of
such series in accordance with Section 1 of this
Division A.
SECTION 3. REDEMPTION.
(a) Subject to the express terms of each series and
the provisions of Subsection 5(c)(3) of this Division A, the
Corporation:
(1) May, from time to time at the option of
the Board of Directors, redeem all or any part of any
redeemable series of Serial Preferred Shares at the
time outstanding at the applicable redemption price
for such series fixed in accordance with Section 1 of
this Division A; and
(2) Shall, from time to time, make such
redemptions of each series of Serial Preferred Shares
as may be required to fulfill the requirements of any
sinking fund provided for shares of such series at
the applicable sinking fund redemption prices fixed
in accordance with Section 1 of this Division A;
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and shall in the case of any such redemption pay all accrued
and unpaid dividends to the redemption date.
(b) (1) Notice of every such redemption shall be
mailed, postage prepaid, to the holders of record of
Serial Preferred Shares to be redeemed at their
respective addresses then appearing on the books of
the Corporation, not less than 30 days nor more than
60 days prior to the date fixed for such redemption,
or such other time prior thereto as the Board of
Directors shall fix for any series pursuant to
Section 1 of this Division A prior to the issuance
thereof. At any time after notice as provided above
has been deposited in the mail, the Corporation may
deposit the aggregate redemption price of Serial
Preferred Shares to be redeemed, together with
accrued and unpaid dividends thereon to the
redemption date, with any bank or trust company in
Cleveland, Ohio, or New York, New York, having
capital and surplus of not less than $50,000,000,
named in such notice and direct that there be paid to
the respective holders of Serial Preferred Shares so
to be redeemed amounts equal to the redemption price
of Serial Preferred Shares so to be redeemed,
together with such accrued and unpaid dividends
thereon, on surrender of the share certificate or
certificates held by such holders; and upon the
deposit of such notice in the mail and the making of
such deposit of money with such bank or trust
company, such holders shall cease to be shareholders
with respect to such shares; and from and after the
time such notice shall have been so deposited and
such deposit of money shall have been so made, such
holders shall have no rights or claim against the
Corporation with respect to such shares, except only
the right to receive such money from such bank or
trust company without interest or to exercise before
the redemption date any unexpired privileges of
conversion. If less than all of the outstanding
Serial Preferred Shares are to be redeemed, the
Corporation shall select by lot the shares so to be
redeemed in such manner as shall be prescribed by the
Board of Directors.
(2) If the holders of Serial Preferred
Shares which have been called for redemption shall
not within five years after such deposit claim the
amount deposited for the redemption thereof, any such
bank or trust company shall, upon demand, pay over to
the Corporation such unclaimed amounts and thereupon
such bank or trust company and the Corporation shall
be relieved of all responsibility in respect thereof
and to such holders.
(c) Any Serial Preferred Shares which are (1)
redeemed by the Corporation pursuant to the provisions of this
Section, (2) purchased and delivered in satisfaction of any
sinking fund requirements provided for shares of such series,
(3) converted in accordance with the express terms thereof, or
(4) otherwise acquired by the Corporation, shall resume the
status of authorized but unissued Serial Preferred Shares
without serial designation.
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SECTION 4. LIQUIDATION.
(a) (1) In any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the
Corporation, the holders of Serial Preferred Shares
of any series shall be entitled to receive in full
out of the assets of the Corporation, including its
capital, before any amount shall be paid or
distributed among the holders of Common Shares or any
other shares ranking junior to Serial Preferred
Shares, the amounts fixed with respect to shares of
such series in accordance with Section 1 of this
Division, plus an amount equal to all dividends
accrued and unpaid thereon to the date of payment of
the amount due pursuant to such liquidation,
dissolution or winding up of the affairs of the
Corporation. If the net assets of the Corporation
legally available therefor are insufficient to permit
the payment upon all outstanding Serial Preferred
Shares of the full preferential amount to which they
are entitled pursuant to this subsection 4(a)(1),
then such net assets shall be distributed ratably
upon all outstanding Serial Preferred Shares in
proportion to the full preferential amount to which
each such share is entitled.
(2) After payment to the holders of Serial
Preferred Shares of the full preferential amounts as
aforesaid, the holders of Serial Preferred Shares, as
such, shall have no right or claim to any of the
remaining assets of the Corporation.
(b) The merger or consolidation of the Corporation
into or with any other corporation or entity, the merger of
any other corporation or entity into the Corporation, or the
sale, lease or conveyance of all or substantially all the
assets of the Corporation, shall not be deemed to be a
dissolution, liquidation or winding up for the purposes of
this Section 4.
SECTION 5. VOTING.
(a) The holders of Serial Preferred Shares shall have
no voting rights, except as provided in this Section or as
required by law.
(b) (1) If, and so often as, the Corporation shall be
in default in the payment of the equivalent of the
full dividends on any series of Serial Preferred
Shares at the time outstanding, whether or not earned
or declared, for a number of dividend payment periods
(whether or not consecutive) which in the aggregate
contain at least 540 days, the holders of Serial
Preferred Shares of all series, voting together as
one separate class, shall be entitled to elect, as
herein provided, two members of the Board of
Directors of the Corporation; provided, however, that
the holders of Serial Preferred Shares shall not have
or exercise such special class voting rights except
at meetings of such shareholders for the election of
directors at which the holders of not
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less than 50% of the outstanding Serial Preferred
Shares of all series then outstanding are present in
person or by proxy; and provided further that the
special class voting rights provided for in this
subsection 5(b)(1) when the same shall have become
vested shall remain so vested until all accrued and
unpaid dividends on Serial Preferred Shares of all
series then outstanding shall have been paid,
whereupon the holders of Serial Preferred Shares
shall be divested of their special class voting
rights in respect of subsequent elections of
directors, subject to the revesting of such special
class voting rights on another default of the type
specified in this subsection 5(b)(1).
(2) In the event of default entitling the
holders of Serial Preferred Shares to elect two
directors as specified in paragraph (1) of this
Subsection, a special meeting of such holders for the
purpose of electing such directors shall be called by
the Secretary of the Corporation upon written request
of, or may be called by, the holders of record of at
least 10% of Serial Preferred Shares of all series at
the time outstanding, and notice thereof shall be
given in the same manner as that required for the
annual meeting of shareholders; provided, however,
that the Corporation shall not be required to call
such special meeting if the annual meeting of
shareholders shall be called to be held within 120
days after the date of receipt of the foregoing
written request from the holders of Serial Preferred
Shares; provided further, however, that if that
annual meeting is not so held within such 120-day
period, a special meeting shall be called as soon as
is practicable after the Corporation becomes aware
that such annual meeting will not be so held. At any
meeting at which the holders of Serial Preferred
Shares shall be entitled to elect directors, the
holders of 50% of Serial Preferred Shares of all
series at the time outstanding, present in person or
by proxy, shall be sufficient to constitute a quorum,
and the vote of the holders of a majority of such
shares so present at any such meeting at which there
shall be such a quorum shall be sufficient to elect
the members of the Board of Directors which the
holders of Serial Preferred Shares are entitled to
elect as herein provided. Notwithstanding any
provision of these Second Amended and Restated
Articles of Incorporation or the Amended and Restated
Code of Regulations of the Corporation or any action
taken by the holders of any class of shares fixing
the number of directors of the Corporation, the two
directors who may be elected by the holders of Serial
Preferred Shares pursuant to this Subsection shall
serve in addition to any other directors then in
office or proposed to be elected otherwise than
pursuant to this Subsection. Nothing in this
Subsection shall prevent any change otherwise
permitted in the total number of or classifications
of directors of the Corporation nor require the
resignation of any director elected otherwise than
pursuant to this Subsection. Notwithstanding any
classification of the other directors of the
Corporation, the two directors elected by the holders
of Serial
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Preferred Shares shall be elected annually for terms
expiring at the next succeeding annual meeting of
shareholders.
(3) The terms of office of all directors
then in office elected by holders of Serial Preferred
Shares as provided in this Subsection shall terminate
immediately upon the expiration of the term of office
during which there occurs any divesting of the
special class voting rights of these holders. If the
office of any director elected by such holders
becomes vacant by reason of death, resignation,
removal from office or otherwise, the holders of a
majority of Serial Preferred Shares of all series at
the time outstanding, present in person or by proxy
at a special meeting of shareholders called and held
in accordance with Subsection (2) above, shall elect
a successor who shall hold office for the unexpired
term in respect of which such vacancy occurred.
(c) The affirmative vote of the holders of at least
two-thirds of Serial Preferred Shares at the time outstanding,
voting together as one separate class, shall be necessary to
effect any one or more of the following (but so far as the
holders of Serial Preferred Shares are concerned, such action
may be effected with such vote):
(1) Any amendment, alteration or repeal,
whether by merger, consolidation or otherwise, of any
of the provisions of the Second Amended and Restated
Articles of Incorporation or of the Code of
Regulations of the Corporation which affects
adversely the preferences or voting or other rights
of the holders of Serial Preferred Shares; provided,
however, neither the amendment of the Second Amended
and Restated Articles of Incorporation so as to
authorize, create or change the authorized or
outstanding number of Serial Preferred Shares or of
any shares ranking on a parity with or junior to
Serial Preferred Shares nor the amendment of the
provisions of the Code of Regulations so as to change
the number or classification of directors of the
Corporation shall be deemed to affect adversely the
preferences or voting or other rights of the holders
of Serial Preferred Shares; and provided further,
that if any amendment, alteration or repeal affects
adversely the preferences or voting or other rights
of one or more but not all series of Serial Preferred
Shares at the time outstanding, only the affirmative
vote of the holders of at least two-thirds of the
number of shares at the time outstanding of the
series so affected shall be required;
(2) The authorization, creation or increase
in the authorized number of shares, or of any
security convertible into shares, in either case
ranking prior to the Serial Preferred Shares; or
(3) The purchase or redemption (for sinking
fund purposes or otherwise) of less than all Serial
Preferred Shares then outstanding
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except in accordance with a share purchase offer made
to all holders of record of Serial Preferred Shares,
unless all dividends on all Serial Preferred Shares
then outstanding for all previous dividend periods
shall have been declared and paid or funds therefor
set apart and all accrued sinking fund obligations
applicable thereto shall have been complied with.
SECTION 6. DEFINITIONS. For the purposes of this Division:
(a) Whenever reference is made to shares "ranking
prior to Serial Preferred Shares," such reference shall mean
all shares of the Corporation in respect of which the rights
of the holders thereof as to the payment of dividends or as to
distributions in the event of a voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the
Corporation are given preference over the rights of the
holders of Serial Preferred Shares;
(b) Whenever reference is made to shares on a parity
with Serial Preferred Shares, such reference shall mean all
shares of the Corporation in respect of which the rights of
the holders thereof as to the payment of dividends and as to
distributions in the event of a voluntary or involuntary
liquidation, dissolution or winding up of the affairs of a
Corporation rank equally (except as to the amounts fixed
therefor) with the rights of the holders of Serial Preferred
Shares; and
(c) Whenever reference is made to shares "ranking
junior to Serial Preferred Shares," such reference shall mean
all shares of the Corporation other than those defined under
Subsections (a) and (b) of this Section 6 as shares "ranking
prior to" or "on a parity with" Serial Preferred Shares.
DIVISION B
The Common Shares shall have the following express terms:
The Common Shares shall be subject to the express terms of
Serial Preferred Shares and any series thereof. Each Common Share shall
be equal to each other Common Share and the holders thereof shall be
entitled to one vote for each Common Share on all matters presented to
the shareholders of the Corporation.
Each Class A and Class B Common Share issued and outstanding
immediately prior to the filing of these Second Amended and Restated
Articles of Incorporation, and each share held at such time by the
Corporation as a treasury share, is changed, effective upon that
filing, into _____ Common Shares, with any fractional Common Share to
which a holder would otherwise be entitled being rounded down to the
nearest whole share.
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FIFTH: No holder of shares of the Corporation of any class shall be
entitled as such, as a matter of right, to subscribe for or purchase shares of
the Corporation of any class, now or hereafter authorized, or to subscribe for
or purchase securities convertible into or exchangeable for shares of the
Corporation of any class or to which shall be attached or appertain any warrants
or rights entitling the holder thereof to subscribe for or purchase shares of
the Corporation of any class, except such rights of subscription or purchase, if
any, for such consideration and upon such terms and conditions as its Board of
Directors from time to time may determine.
SIXTH: To the extent permitted by law, the Corporation, by action of
its Board of Directors and without action by its shareholders, may purchase or
otherwise acquire shares of any class issued by it at such times, for such
consideration and upon such terms and conditions as its Board of Directors may
determine.
SEVENTH: Except as otherwise provided in these Second Amended and
Restated Articles of Incorporation or the Code of Regulations of the Corporation
as in effect from time to time, notwithstanding any provision of Sections
1701.01 to 1701.98, inclusive, of the Ohio Revised Code and any amendments
heretofore or hereafter made thereto, 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, any action may be taken by the 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, unless the proportion
designated by such statute cannot be altered by these Second Amended and
Restated Articles of Incorporation.
EIGHTH: No shareholder may cumulate such shareholder's voting power in
the election of directors.
NINTH: No person who is serving or has served as a director of the
Corporation shall be personally liable to the Corporation or any of its
shareholders for monetary damages for breach of any fiduciary duty of such
person as a director by reason of any act or omission of such person as a
director; but the foregoing provision shall not eliminate or limit the liability
of any person (a) for any breach of such person's duty of loyalty as a director
to the Corporation or its shareholders, (b) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (c)
under Section 1701.95 of the Ohio Revised Code, (d) for any transaction from
which such person derived any improper personal benefit, or (e) to the extent
that such liability may not be limited or eliminated by virtue of Section
1701.13 of the Ohio Revised Code or any successor section or statute. Any repeal
or modification of this NINTH Article by the shareholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the Corporation existing at the time of such
repeal or modification.
TENTH: If any provision (or portion thereof) of these Second Amended
and Restated Articles of Incorporation shall be found to be invalid, prohibited,
or unenforceable for any reason, the remaining provisions (or portions thereof)
of these Second Amended and Restated Articles of Incorporation shall remain in
full force and effect, and shall be construed
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as if such invalid, prohibited, or unenforceable provision had been stricken
herefrom or otherwise rendered inapplicable, it being the intent of the
Corporation and its shareholders that each such remaining provision (or portion
thereof) of these Second Amended and Restated Articles of Incorporation remain,
to the fullest extent permitted by law, applicable and enforceable as to all
shareholders, notwithstanding any such finding.
ELEVENTH: These Second Amended and Restated Articles of Incorporation
supersede and take the place of the heretofore existing Amended and Restated
Articles of Incorporation and all amendments thereto.
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