1
Exhibit 3.7
COMMONWEALTH OF PENNSYLVANIA
[PHOTO - LOGO]
August 25, 1988
TO ALL TO WHOM THESE PRESENTS SHALL COME: GREETING:
I DO HEREBY CERTIFY That from an examination of the indices and corporate
records of this department, it appears that on June 30, 1952, a Certificate of
Incorporation was issued to a Pennsylvania corporation entitled
'General Aluminum Products Co.' now
"GOLD MEDAL LADDER COMPANY"
I DO FURTHER CERTIFY, that no proceedings in dissolution adversely
affecting the corporate existence of the foregoing have subsequently been filed.
WHEREFORE, it appears that this corporation remains a presently subsisting
corporation as of the date hereof.
[SEAL]
IN TESTIMONY WHEREOF, I have hereunto
set my hand and caused the Great Seal of
the Commonwealth to be affixed, the day and
year above written.
-------------------------------------------
Secretary of the Commonwealth
2
ARTICLES OF INCORPORATION
TO THE DEPARTMENT OF STATE; 3-1-52.18 16
COMMONWEALTH OF PENNSYLVANIA: ------------
In compliance with the requirements of the "BUSINESS CORPORATION LAW,"
approved the 5th day of May, A. D. 1933, P. L. 364, as amended, the undersigned,
desiring that they may be incorporated as a business corporation, do hereby
certify:
** 1st. The name of the corporation is Gold Medal Ladder Company
-----------------------------
2nd. The location and post office address of its initial
registered office in this Commonwealth is
93 Werner Road Greenville Mercer 16125
- -------------------------------------------------------------------------------
(No.) (street) (city) (county) (zip)
** 3rd. The purpose or purposes of the corporation are:
To engage in and to do any lawful act concerning any or all lawful
business for which corporations may be incorporated under the Pennsylvania
Business Corporation Law, such law being the same law under which this
corporation was incorporated, including without limitation the manufacture
and sale of ladders, platforms, planks, sectional pruning poles and
miscellaneous scaffolding hardware.
4th. The TERM of its existence is perpetual.
5th. The authorized capital stock of the corporation is -$10,000.00 divided
into*
One thousand (1,000) shares of common stock, par value $10.00 per share.
6th. The value of the property with which the corporation will begin
business is Three Hundred Dollars ($300.00).
*Note: There should be set forth the number and par value of all shares having
par value, the number of shares without par value, and the stated capital
applicable thereto. If the shares are to be divided into classes, a description
of each class, and a statement of the preferences, qualifications, limitations,
restrictions, and the special or relative rights granted to, or imposed upon,
the shares of each class.
**Indicates revisions as of 3/3/87.
3
3-1-52.18 17
7th. The names and addresses of the first directors:
Name Address
(Including street and number, if any)
Kathleen L. Baskin, 68 Clarksville Street, Greenville, Pennsylvania
L. N. Dilley, 77 First Avenue, Greenville, Pennsylvania
Archie C. Voorhies, 77 Chambers Avenue, Greenville, Pennsylvania
8th. The names and addresses of the incorporators and the number and class of
shares subscribed by each are:
Name Address No. and Class of Shares
(Including street and
number, if any)
Kathleen L. Baskin 68 Clarksville Street, 10 shares common stock
Greenville, PA
L. N. Dilley 77 First Avenue, 10 shares common stock
Greenville, PA
Archie C. Voorhies 77 Chambers Avenue, 10 shares common stock
Greenville, PA
9th. The number of incorporators who are citizens of the United States is three.
___________________(SEAL) Kathleen L. Baskin (SEAL)
___________________(SEAL) L. N. Dilley (SEAL)
___________________(SEAL) Archie C. Voorhies (SEAL)
**10th. Personal liability of directors and indemnification of, and advancement
of expenses TO directors, officers and others shall be governed by the following
provisions:
Section 1 - Personal Liability of Directors.
- --------------------------------------------
(a) To the fullest extent that the laws of the Commonwealth of
Pennsylvania, as in effect on January 27, 1987 or as thereafter amended, permit
elimination or limitation of the liability of directors, no director of the
corporation shall be personally liable for monetary damages as such for any
action taken, or any failure to take any actions, as a director.
(b) This Section I shall not apply to any actions filed prior to
January 27, 1987, nor to any breach of performance of duty or any failure of
performance of duty by any director of the corporation occurring prior
to January 27, 1987. The provisions of this Section shall be deemed to be a
contract with each director of the corporation who serves as such at any time
while this Section is in effect and each such director shall be deemed to be so
serving in reliance on the provisions of this Section. Any amendment or repeal
of this Section or adoption of any other By-Law or other provision of the
Articles of the corporation which has the effect of increasing director
liability shall operate prospectively only and shall not affect any action
taken, or any failure to act, prior to the adoption of such amendment, repeal,
other By-Law or other provision.
Section 2 - Indemnification of, and Advancement of Expenses to, Directors,
- --------------------------------------------------------------------------
Officers and Others.
- ---------------------
(a) RIGHT TO INDEMNIFICATION. Except as prohibited by law, every director and
officer of the corporation shall be entitled as of right to be indemnified by
the corporation against expenses and any liability paid or incurred by such
person in connection with any actual or threatened claim, action, suit or
proceeding, civil, criminal, administrative, investigative or other, whether
brought by or in the right of the corporation or otherwise, in which he or she
may be involved in any manner, as a party, witness or otherwise, or is
threatened to be made so involved, by reason of such person being or having
been a director or officer of the corporation or of a subsidiary of the
corporation or by reason of the fact that such person is or was serving at the
request of the corporation as a director, officer, employee, fiduciary or other
representative of another corporation, partnership, joint venture, trust,
employee benefit plan or other entity (such claim, action, suit or proceeding
hereinafter being referred to as "Action"); provided, that no such right of
indemnification shall exist with respect to an Action initiated by an
indemnitee (as hereinafter defined) against the corporation (an "Indemnitee
Action") except as provided in the last sentence of this Subsection (a).
Persons who are not directors or officers of the corporation may be similarly
indemnified in respect of service to the corporation or to another such entity
at the request of the corporation to the extent the board of directors at any
time denominates any of such persons as entitled to the benefits of this
Section. As used in this Section 2, "indemnitee" shall include each director
and officer of the corporation and each other person denominated by the board
of directors as entitled to the benefits of this Section 2, "expenses" shall
include fees and expenses of counsel selected by an indemnitee and "liability"
shall include amounts of judgments, excise taxes, fines, penalties and amounts
paid in settlement.
An indemnitee shall be entitled to be indemnified pursuant to this Subsection
(a) for expenses incurred in connection with any Indemnitee Action only (i) if
the indemnitee is successful, as provided in Subsection (c) of this Section 2,
(ii) if the indemnitee is successful in whole or in part in another indemnitee
Action for which expenses are claimed or (iii) if the indemnification for
expenses is included in a settlement of, or is awarded by a court in, such
other Indemnitee Action.
4
(b) RIGHT TO ADVANCEMENT OF EXPENSES. Every indemnitee shall be entitled
as of right to have his or her expenses in defending any Action, or in
initiating and pursing any Indemnitee Action for indemnity or advancement of
expenses under Subsection (c) of this Section 2, paid in advance by the
corporation prior to final disposition of such Action or Indemnitee Action,
provided that the corporation receives a written undertaking by or on behalf of
the indemnitee to repay the amount advanced if it should ultimately be
determined that the indemnitee is not entitled to be indemnified for such
expenses.
(c) RIGHT OF INDEMNITEE TO INITIATE ACTION. If a written claim under
Subsection (a) or Subsection (b) of this Section 2 is not paid in full by the
corporation within thirty days after such claim has been received by the
corporation, the indemnitee may at any time thereafter initiate an Indemnitee
Action to recover the unpaid amount of the claim and, if successful in whole or
in part, the indemnitee shall also be entitled to be paid the expense of
prosecuting such Indemnitee Action. The only defense to any Indemnitee Action to
recover a claim for indemnification under Subsection (a) of this Section 2 shall
be that the indemnitee's conduct was such that under Pennsylvania law the
corporation is prohibited from indemnifying the indemnitee for the amount
claimed, but the burden of proving such defense shall be on the corporation.
Neither the failure of the corporation (including its board of directors,
independent legal counsel and its shareholders) to have made a determination
prior to the commencement of such Indemnitee Action that indemnification of the
indemnitee is proper in the circumstances, nor an actual determination by the
corporation (including its board of directors, independent legal counsel or its
shareholders) that the indemnitee's conduct was such that indemnification is
prohibited by Pennsylvania law, shall be a defense to such Indemnitee Action or
create a presumption that the indemnitee's conduct was such that indemnification
is prohibited by Pennsylvania law. The only defense to an Indemnitee Action to
recover a claim for advancement of expenses under Subsection (b) of this Section
2 shall be the indemnitee's failure to provide the Undertaking required by
Subsection (b) of this Section 2.
(d) INSURANCE AND FUNDING. The corporation may purchase and maintain
insurance to protect itself and any person eligible to be indemnified hereunder
against any liability or expense asserted or incurred by such person in
connection with any Action, whether or not the corporation would
have the power to indemnify such person against such liability or expense by law
or under the provisions of this Section 2. The corporation may create a trust
fund, grant a security interest, cause a letter of credit to be issued or use
other means (whether or not similar to the foregoing) to ensure the payment of
such sums as may become necessary to effect indemnification as provided herein.
(e) NON-EXCLUSIVITY; NATURE AND EXTENT OF RIGHTS. The rights to
indemnification and advancement of expenses provided for in this Section 2 shall
(i) not be deemed exclusive of any other rights, whether now existing or
hereafter created, to which any indemnitee may be entitled under any agreement
or by-law, charter provision, vote of shareholders or directors
5
or otherwise, (ii) be deemed to create contractual rights in favor of each
indemnitee who serves the corporation at any time while this Section 2 is in
effect (and each such indemnitee shall be deemed to be so serving in reliance
on the provisions of this Section), (iii) continue as to each indemnitee who has
ceased to have the status pursuant to which he or she was entitled or was
denominated as entitled to indemnification under this Section 2 and shall inure
to the benefit of the heirs and legal representatives of each indemnitee and
(iv) be applicable to Actions commenced after January 27, 1987, whether arising
from acts or omissions occurring before or after January 27, 1987. Any amendment
or repeal of this Section 2 or adoption of any By-Law or other provision of the
Articles of the corporation which limits in any way the right to indemnification
or the right to advancement of expenses provided for in this Section 2 shall
operate prospectively only and shall not affect any action taken, or failure to
act, by an indemnitee prior to the adoption of such amendment, repeal, By-Law or
other provision.
(f) PARTIAL INDEMNITY. If an indemnitee is entitled under any provision
of this Section 2 to indemnification by the corporation for some or a portion of
the expenses or a liability paid or incurred by the indemnitee in the
preparation, investigation, defense, appeal or settlement of any Action or
Indemnitee Action but not however, for the total amount thereof, the
corporation shall indemnify the indemnitee for the portion of such expenses or
liability to which the indemnitee is entitled.
g) APPLICABILITY OF SECTION. This Section 2 shall apply to every Action
other than an Action filed prior to January 27, 1987, except that it shall not
apply to the extent that Pennsylvania law does not permit its application to any
breach of performance of duty or any failure of performance of duty by an
indemnitee occurring prior to January 27, 1987.
Commonwealth of Pennsylvania )
County of Mercer ) ss:
Before me, a Notary Public in and for the county aforesaid, personally
came the above named, Kathleen L. Baskin, L. N. Dilley and Archie C. Voorhies,
who, in due form of law, acknowledged the foregoing instrument to be their act
and deed for the purposes therein specified.
Witness my hand and seal of office the 19th day of June, A. D. 1952.
Margaret E. Rowley
-------------------------------------
(NOTARIAL SEAL) Notary Public
My Commission Expires Mar. 13, 1955
Approved and filed in the Department of State, 30th day of June, A. D.
1952.
Gene D. Smith
-------------------------------------
Secretary of the Commonwealth
ows
6
3-1-52.18 18
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
To All To Whom These Presents Shall Come, Greeting:
WHEREAS, In and by the Business Corporation Law, approved the 5th day of
May Anno Domini, one thousand nine hundred and thirty-three, the Department of
State is Authorized and required to issue a
CERTIFICATE OF INCORPORATION
evidencing the incorporation of a business corporation organized under the
provisions of that law.
AND WHEREAS, The stipulations and conditions of that law have been
fully complied with by the persons desiring to incorporate as
GENERAL ALUMINUM PRODUCTS CO.
THEREFORE, KNOW YE, That subject to the Constitution of this
Commonwealth and under the authority of the Business Corporation Law, I do by
these presents, which I have caused to be sealed with the Great Seal of the
Commonwealth, create, erect, and incorporate the incorporators of and the
subscribers to the shares of the proposed corporation named above, their
associates and successors, and also those who may thereafter become subscribers
or holders of the shares of such corporation into a body politic and corporate
in deed and in law by the same chosen and hereinbefore specified, which shall
exist
perpetually
and shall be invested with, and have any enjoy all the powers, privileges, and
franchises incident to a business corporation and be subject to all the duties,
requirements, and restrictions specified and enjoined in and by the Business
Corporation Law and all other applicable laws of this Commonwealth.
GIVEN under my Hand and the Great Seal
********************* of the Commonwealth, at the City
* SEAL OF THE STATE * of Harrisburg, this 30th day of
* OF * June in the year of our Lord one
* PENNSYLVANIA * thousand nine hundred and fifty-
********************* two and of the Commonwealth the
one hundred and seventy-sixth.
Gene D. Smith
-------------------------------------
Secretary of the Commonwealth
7
ARTICLES OF INCORPORATION
TO THE DEPARTMENT OF STATE:
COMMONWEALTH OF PENNSYLVANIA:
In compliance with the requirements of the "BUSINESS CORPORATION LAW,"
approved the 5th day of May, A.D. 1988, P.L. 864, as amended, the undersigned,
desiring that they may be incorporated as a business corporation, do hereby
certify:
1st. The name of the corporation is General Aluminum Products Co.
-----------------------------------
- -------------------------------------------------------------------------------
2nd. The location and post office address of the initial registered
office in this Commonwealth is
P.O. Box 606 Greenville Mercer
- -------------------------------------------------------------------------------
(number) (street) (city) (county)
3rd. The purpose or purposes of the corporation are:
To buy, sell, manufacture, fabricate and deal in all kinds, forms and
combinations of aluminum or other metals, and in the products of aluminum or
other metals, or in which aluminum or any other metal forms a substantial part,
and in the accessories thereof; and to transact a general aluminum
manufacturing, jobbing, fabricating, supply and sales business.
4th. The term of its existence is perpetual.
5th. The authorized capital stock of the corporation is $10,000.00
divided into*
One thousand (1,000) shares of common stock, par value $10.00 per share.
6th. The value of the property with which the corporation will begin
business is Three Hundred Dollars ($300.00).
8
7th. The names and addresses of the first directors:
Name Address
(Including street and number, if any)
Kathleen L. Baskin, 68 Clarksville Street, Greenville, Pennsylvania
L. M. Dilley 77 First Avenue, Greenville, Pennsylvania
Archie C. Voorhies 77 Chambers Avenue, Greenville, Pennsylvania
8th. The names and addresses of the incorporators and the number and
class of shares subscribed by each are:
Name Address
(Including street and number, if any) No. and Class of Shares
Kathleen L. Baskin 68 Clarksville Street, Greenville, Penna. 10 shares common stock
L. M. Dilley 77 First Avenue, Greenville, Penna. 10 shares common stock
Archie C. Voorhies 77 Chambers Avenue, Greenville, Penna. 10 shares common stock
9th The number of incorporators who are citizens of the United States is
three
(SEAL) /s/ Kathleen L. Baskin (SEAL)
- -------------------------------------- -----------------------------------
(SEAL) /s/ L. M. Dilley (SEAL)
- -------------------------------------- -----------------------------------
(SEAL) /s/ Archie C. Voorhies (SEAL)
- -------------------------------------- -----------------------------------
Commonwealth of Pennsylvania )
) SS:
County of Mercer )
Before me, a Notary Public in and for the county aforesaid, personally
came the above named, Kathleen L. Baskin, L.M. Dilley and Archie C. Voorhies,
who, in due form of law, acknowledged the foregoing instrument to be their act
and deed for the purposes therein specified.
Witness my hand and seal of office the 19th day of June A.D. 1952.
Margaret E. Rowley
-----------------------------------------------
MAR. 13, 1955
-----------------------------------------------
Approved and filed in the Department of State, 30th day of June A.D.
1952.
/s/ illegible
---------------------------------------
Secretary of the Commonwealth
9
COMMONWEALTH OF PENNSYLVANIA
[LOGO]
January 27, 1994
Department of State
TO ALL WHOM THESE PRESENTS SHALL COME, GREETING:
IN RE: GOLD MEDAL LADDER COMPANY
I, Dr. Brenda K. Mitchell, Secretary of the Commonwealth of the
Commonwealth of Pennsylvania do hereby certify that the foregoing and annexed
is a true and correct photocopy of Articles of Incorporation and all
amendments.
which appear of record in this department.
[SEAL]
IN TESTIMONY WHEREOF, I have hereunto set my hand
and caused the Seal of the Secretary's Office to
be affixed, the day and year above written.
/s/ Brenda K. Mitchell
-------------------------------------------------
Secretary of the Commonwealth
10
87181691
COMMONWEALTH OF PENNSYLVANIA
[LOGO]
DEPARTMENT OF STATE
TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:
WHEREAS, In and by Article VIII of the Business Corporation law, approved the
fifth day of May, Anno Domini one thousand nine hundred and thirty-three, P. L.
364, as amended, the Department of State is authorized and required to issue a
CERTIFICATE OF AMENDMENT
evidencing the amendment of the Articles of Incorporation of a business
corporation organized under or subject to the provisions of that Law, and
WHEREAS, The stipulations and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by
GENERAL ALUMINUM PRODUCTS, CO.
name changed to
GOLD MEDAL LADDER COMPANY
THEREFORE, KNOW YE, That subject to the Constitution of the Commonwealth and
under the authority of the Business Corporation Law, I do by these presents,
which I have caused to be sealed with the Great Seal of the Commonwealth, extend
the rights and powers of the corporation named above, in accordance with the
terms and provisions of the Articles of Amendment presented by it to the
Department of State, with full power and authority to use and enjoy such rights
and powers, subject to all the provisions and restrictions of the Business
Corporation Law and all other applicable laws of this Commonwealth.
[SEAL] GIVEN under my Hand and the Great Seal of the Commonwealth,
at the City of Harrisburg, this 4th day of March in
the year of our Lord one thousand nine hundred and
eighty-seven and of the Commonwealth the two hundred
eleventh.
/s/ James J. Hagerty
---------------------------------------------
Secretary of the Commonwealth
11
COMMONWEALTH OF PENNSYLVANIA
[LOGO]
DEPARTMENT OF STATE
TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:
WHEREAS, In and by the Business Corporation Law, approved the 5th day of May,
Anno Domini, one thousand nine hundred and thirty-three, the Department of State
is authorized and required to issue a
CERTIFICATE OF INCORPORATION
evidencing the incorporation of a business corporation organized under the
provisions of that law.
AND WHEREAS, The stipulations and conditions of that Law have been fully
complied with by the persons desiring to incorporate as
- ------------------------- GENERAL ALUMINUM PRODUCTS, CO. -----------------------
THEREFORE, KNOW YE, That subject to the Constitution of this Commonwealth and
under the authority of the Business Corporation Law, I do by these presents,
which I have caused to be sealed with the Great Seal of the Commonwealth,
create, erect, and incorporate the incorporators of and the subscribers to the
shares of the proposed corporation named above, their associates and successors,
and also those who may thereafter become subscribers or holders of the shares of
such corporation, into a body politic and corporate in deed and in law by the
name chosen and hereinbefore specified, which shall exist
- --------------------------------- perpetually ----------------------------------
and shall be invested with, and have and enjoy all the powers, privileges, and
franchises incident to a business corporation and be subject to all the duties,
requirements, and restrictions specified and enjoined in and by the Business
Corporation Law and all other applicable laws of this Commonwealth.
[SEAL] GIVEN under my Hand and the Great Seal of the Commonwealth,
at the City of Harrisburg, this 30th day of June in
the year of our Lord one thousand nine hundred and
fifty-two and of the Commonwealth the one hundred
seventy-sixth.
/s/ General Smith
---------------------------------------------
Secretary of the Commonwealth
12
----------------------------------
|
Applicant's Account No.___________________ | Filed this ________________ day of
|
DSCB: BCL-806 (Rev. 8-72) | Mar 04, 1997, A.D. 19___
|
Filing Fee: $40 | Commonwealth of Pennsylvania
|
AB-2 | Department of State
|
|
Article of | /s/ James J. Hagerty
Amendment-- | Secretary of the Commonwealth
Domestic Business Corporation |
----------------------------------
87181684
---------------------------------------
136642
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
- -------------------------------------------------------------------------------
In compliance with the requirements of section 806 of the Business
Corporation Law, act of May 5, 1933 (P.L. 364) (15 P.S. Section 1806), the
undersigned corporation, desiring to amend its Articles, does hereby certify
that:
1. The name of the corporation is:
General Aluminum Products Co.
--------------------------------------------------------------------------
2. The location of its registered office in this Commonwealth is (the
Department of State is hereby authorized to correct the following statement
to conform to the records of the Department):
P.O. BOX 606
---------------------------------------------------------------------------
(NUMBER) (STREET)
Greenville, Pennsylvania 16125
---------------------------------------------------------------------------
(CITY) (ZIP CODE)
3. The statute by or under which it was incorporated is:
Business Corporation Law of the Commonwealth of Pennsylvania,
Act of May 5, 1933, P.L. 364
---------------------------------------------------------------------------
4. The date of its incorporation is: June 30, 1952
-----------------------------------------
5. (Check, and if appropriate, complete one of the following:
[ ] The meeting of the shareholders of the corporation at which the
amendment was adopted was held at the time and place and pursuant to
the kind and period of notice herein stated.
Time: The ____ day of _____________________________, 19___.
Place: ____________________________________________________________________
Kind and period of notice _________________________________________________
___________________________________________________________________________
[X] The amendment was adopted by a consent in writing, setting forth the
action so taken, signed by all of the shareholders entitled to vote
thereon and filed with the Secretary of the corporation.
6. At the time of the action of shareholders:
(a) The total number of shares outstanding was:
Thirty (30)
___________________________________________________________________________
(b) The number of shares entitled to vote was:
Thirty (30)
___________________________________________________________________________
13
DSCB:BCL - 806(Rev. 8-72)-2 87181685
7. In the action taken by the shareholders:
(a) The number of shares voted in favor of the amendments was:
Thirty (30)
- -------------------------------------------------------------------------------
(b) The number of shares voted against the amendment was:
Zero (0)
- -------------------------------------------------------------------------------
8. The amendment adopted by the shareholders, set forth in full, is as
follows:
A. Change of Name [See Section A of attached]
B. Change of Location of Registered Office [See Section B of attached]
C. Change of Statement of Purpose [See Section C of attached]
D. Addition of Liability and Indemnification Provisions [See Section
D of attached]
IN TESTIMONY WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be signed by a duly authorized officer and its
corporate seal, duly attested by another such officer, to be hereunto affixed
this 3rd day of March, 1987.
GENERAL ALUMINUM PRODUCTS CO.
-----------------------------------
(NAME OF CORPORATION)
Attest: By: /s/ Richard L. Werner
----------------------------------
(SIGNATURE)
/s/ ????
- ------------------------------- President
(SIGNATURE) ----------------------------------
(TITLE, PRESIDENT, VICE PRESIDENT, ETC.)
Secretary
- -------------------------------
(TITLE, SECRETARY, ASSISTANT SECRETARY, ETC.)
(CORPORATE SEAL)
INSTRUCTION FOR COMPLETION OF FORM:
A. Any necessary copies of Form DSCB:17.2 (Consent to Appropriation of
Name) or Form DSCB:17.3 (Consent to Use of Similar Name) shall
accompany Articles of Amendment effecting a change of name.
B. Any necessary governmental approvals shall accompany this form.
C. Where action is taken by partial written consent pursuant to the
Articles, the second alternate of Paragraph 5 should be modified
accordingly.
D. If the shares of any class where entitled to vote as a class, the
number of shares of each class so entitled and the number of shares of
all other classes entitled to vote should be set forth in Paragraph
6(b).
E. If the shares of any class were entitled to vote as a class, the
number of shares of such class and the number of shares of all other
classes voted for and against such amendment respectively should be
set forth in Paragraphs 7(a) and 7(b).
F. BCL Section 807 (15 P. S. Section 1807) requires that the corporation
shall advertise its intention to file or the filing of Articles of
Amendment. Proofs of publication of such advertising should not be
delivered to the Department, but should be filed with the minutes of
the corporation.
14
GENERAL ALUMINUM PRODUCTS CO.
AMENDMENTS TO ARTICLES OF INCORPORATION
---------------------------------------
The Articles of Incorporation of General Aluminum Products Co., which were
approved and filed in the Department of State of the Commonwealth of
Pennsylvania on June 30, 1952, are hereby amended in the following respects:
A. CHANGE OF NAME. The name of the corporation, as set forth in Article
1st, is hereby changed to "Gold Medal Ladder Company".
B. CHANGE OF LOCATION OF REGISTERED OFFICE. The location of the registered
office of the Corporation, as set forth in Article 2nd, is hereby changed to
Werner Road, Greenville, Pennsylvania 16125.
C. CHANGE OF STATEMENT OF PURPOSE. The purpose or purposes of the
corporation, as set forth in Article 3rd, are hereby amended to read as follows:
To engage in and do any lawful act concerning any or all lawful
business for which Pennsylvania Business Corporation Law, such law
being the same law under which this corporation was incorporated,
including without limitation the manufacture and sale of ladders,
platforms, planks, sectional pruning poles and miscellaneous
scaffolding hardware.
15
D. ADDITION OF LIABILITY AND INDEMNIFICATION PROVISIONS. The following
new provisions are hereby added as Article 10th:
10th. Personal liability of directors and indemnification of, and
advancement of expenses to, directors, officers and others shall be
governed by the following provisions:
SECTION 1 - PERSONAL LIABILITY OF DIRECTORS.
(a) To the fullest extent that the laws of the Commonwealth of
Pennsylvania, as in the effect on January 27, 1987 or as thereafter
amended, permit elimination or limitation of the liability of
directors, no director of the corporation shall be personally liable
for monetary damages as such for any action taken, or any failure to
take any action, as a director.
(b) This Section 1 shall not apply to any actions filed prior
to January 27, 1987, nor to any breach of performance of duty by any
director of the corporation occurring prior to January 27, 1987. The
provisions of this Section shall be deemed to be a contract with each
director of the corporation who serves as such at any time while this
Section is in effect and each such director shall be deemed to be so
serving in reliance on the provisions of this Section. Any amendment or
repeal of this Section or adoption of any other By-Law or other
provision of the Articles of the corporation which has the effect of
increasing director liability shall operate prospectively only and
shall not affect any action taken, or any failure to act, prior to the
adoption of such amendment, repeal, other By-Law or other provision.
SECTION 2 - INDEMNIFICATION OF, AND ADVANCEMENT OF EXPENSES TO,
DIRECTORS, OFFICERS AND OTHERS.
(a) RIGHT TO INDEMNIFICATION. Except as prohibited by law,
every director and officer of the corporation shall be entitled as of
right to be indemnified by the corporation against expenses and any
liability paid or incurred by such person in connection with any actual
or threatened claim, action, suit or proceeding, civil, criminal,
administrative, investigative or other, whether brought by or in the
right of the corporation or otherwise, in which he or she may be
involved in any manner, as a party, witness or otherwise, or is
threatened to be made so involved,
-2-
16
by reason of such person being or having been a director or officer of
the corporation or of a subsidiary of the corporation or of a
subsidiary of the corporation or by reason of the fact that such person
is or was serving at the request of the corporation as a director,
officer, employee, fiduciary or other representative of another
corporation, partnership, joint venture, trust, employee benefit plan
or other entity (such claim, action, suit or proceeding hereinafter
being referred to as an "Action"); provided, that no such right of
indemnification shall exist with respect to an Action initiated by an
indemnitee (as hereinafter defined) against the corporation (an
"Indemnitee Action") except as provided in the last sentence of this
Subsection (a). Persons who are not directors or officers of the
corporation may be similarly indemnified in respect of service to the
corporation or to another such entity at the request of corporation to
the extent the board of directors at any time denominates any of such
persons as entitled to the benefits of this Section. As used in this
Section 2, "indemnitee" shall include each director and officer of the
corporation and each other person denominated by the board of directors
as entitled to the benefits of this Section 2, "expenses" shall include
fees and expenses of counsel selected by an indemnitee and "liability"
shall include amounts of judgments, excise taxes, fines, penalties and
amounts paid in settlement. An indemnitee shall be entitled to be
indemnified pursuant to this Subsection (a) for expenses incurred in
connection with any Indemnitee Action only (i) if the indemnitee is
successful as provided in Subsection (c) of this Section 2, (ii) if the
indemnitee is successful in whole or in part in another Indemnitee
Action for which expenses are claimed or (iii) if the indemnification
for expenses is included in a settlement of, or is awarded by a court
in, such other Indemnitee Action.
(b) RIGHT TO ADVANCEMENT OF EXPENSES. Every indemnitee shall be
entitled as of right to have his or her expense in defending any
Action, or in initiating and pursuing any Indemnitee Action for
indemnity or advancement of expenses under Subsection (c) of this
Section 2, paid in advance by the corporation prior to final
disposition of such Action or Indemnitee Action, provided that the
corporation receives a written undertaking by or on behalf of the
indemnitee to repay the amount advanced if it should ultimately be
determined that the indemnitee is not entitled to be indemnified for
such expenses.
(c) RIGHT OF INDEMNITEE TO INITIATE ACTION. If a written claim
under Subsection (a) or Subsection (b) of
-3-
17
87181689
this Section 2 is not paid in full by the corporation within thirty
days after such claim has been received by the corporation, the
indemnitee may at any time thereafter initiate an Indemnitee Action to
recover the unpaid amount of the claim and, if successful in whole or
in part, the indemnitee shall also be entitled to be paid the expense
of prosecuting such Indemnitee Action. The only defense to an
Indemnitee Action to recover a claim for indemnification under
Subsection (a) of this Section 2 shall be that the indemnitee's conduct
was such that under Pennsylvania law the corporation is prohibited from
indemnifying the indemnitee for the amount claimed, but the burden of
proving such defense shall be on the corporation. Neither the failure
of the corporation (including its board of directors, independent legal
counsel and its shareholders) to have made a determination prior to the
commencement of such Indemnitee Action that indemnification of the
indemnitee is proper in the circumstances, nor an actual determination
by the corporation (including its board of directors, independent legal
counsel or its shareholders) that the indemnitee's conduct was such
that indemnification is prohibited by Pennsylvania law, shall be a
defense to such Indemnitee Action or create a presumption that the
indemnitee's conduct was such that indemnification is prohibited by
Pennsylvania law. The only defense to an Indemnitee Action to recover a
claim for advancement of expenses under Subsection (b) of this Section
2 shall be the indemnitee's failure to provide the undertaking required
by Subsection (b) of this Section 2.
(d) INSURANCE AND FUNDING. The corporation may purchase and
maintain insurance to protect itself and any person eligible to be
indemnified hereunder against any liability or expense asserted or
incurred by such person in connection with any Action, whether or not
the corporation would have the power to indemnify such person against
such liability or expense by law or under the provisions of this
Section 2. The corporation may create a trust fund, grant a security
interest, cause a letter of credit to be issued or use other means
(whether or not similar to the foregoing) to ensure the payment of such
sums as may become necessary to effect indemnification as provided
herein.
(e) NON-EXCLUSIVITY; NATURE AND EXTENT OF RIGHTS. The rights
to indemnification and advancement of expenses provided for in this
Section 2 shall (i) not be deemed exclusive of any other rights,
whether now existing or hereafter created, to which any indemnitee may
be entitled under any agreement or by-law, charter provision, vote of
shareholders or directors or
-4-
18
87181690
otherwise, (ii) be deemed to create contractual rights in favor of each
indemnitee who serves the corporation at any time while this Section 2
is in effect (and each such indemnitee shall be deemed to be so serving
in reliance on the provisions of this Section), (iii) continue as to
each indemnitee who has ceased to have the status pursuant to which he
or she was entitled or was denominated as entitled to indemnification
under this Section 2 and shall inure to the benefit of the heirs and
legal representatives of each indemnitee and (iv) be applicable to
Actions commenced after January 27, 1987, whether arising from acts or
omissions occurring before or after January 27, 1987. Any amendment or
repeal of this Section 2 or adoption of any By-Law or other provision
of the Articles of the corporation which limits in any way the right to
indemnification or the right to advancement of expenses provided for in
this Section 2 shall operate prospectively only and shall not affect
any action taken, or failure to act, by an indemnitee prior to the
adoption of such amendment, repeal, By-Law or other provision.
(f) PARTIAL INDEMNITY. If an indemnitee is entitled under any
provision of this Section 2 to indemnification by the corporation for
some or a portion of the expenses or a liability paid or incurred by
the indemnitee in the preparation, investigation, defense, appeal or
settlement of any Action or Indemnitee Action but not, however, for the
total amount thereof, the corporation shall indemnify the indemnitee
for the portion of such expenses or liability to which the indemnitee
is entitled.
(g) APPLICABILITY OF SECTION. This Section 2 shall apply to
every Action other than an Action filed prior to January 27, 1987,
except that it shall not apply to the extent that Pennsylvania law does
not permit its application to any breach of performance of duty or any
failure of performance of duty by an indemnitee occurring prior to
January 27, 1998.
-5-