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Exhibit 2
CERTIFICATE OF ADOPTION
OF
AMENDMENT TO AMENDED ARTICLES OF INCORPORATION
OF
PIONEER-STANDARD ELECTRONICS, INC.
Preston B. Heller, Jr., President, and William X. Haase, Secretary of
Pioneer-Standard Electronics, Inc, an Ohio corporation, with its principal
office located in the County of Cuyahoga of the State of Ohio do hereby certify
that an annual meeting of the holders of the shares of said corporation
entitling them to vote on the proposal to amend the Amended Articles of
Incorporation thereof, as contained in the following resolution was duly called
and notice thereof was duly given, and that said meeting was held on the 20th
day of June, 1973, at which meeting a quorum of such shareholders was present in
person or by proxy and that by the affirmative vote of the holders of shares
entitled under the Articles to exercise two-thirds of the voting power of the
corporation on such proposal, the following resolution to amend the Amended
Articles was adopted:
RESOLUTION:
RESOLVED, that Article Fourth of the Amended Articles of Incorporation
of this Corporation be and thereby is amended so that it reads as follows:
"FOURTH: The authorized number of shares of the Corporation is
2,000,000, all of which shall be common shares without par
value."
IN WITNESS WHEREOF, the said Preston B. Heller, Jr., President, and
William X. Haase, Secretary, of Pioneer-Standard Electronics, Inc. acting for
and on behalf of said corporation, have hereunto subscribed their names this
17th day of May, 1974.
/s/ Preston B. Heller
---------------------------------------
President
/s/ William X. Haase
---------------------------------------
Secretary
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CERTIFICATE OF ADOPTION
OF
AMENDMENT TO AMENDED ARTICLES OF INCORPORATION
OF
PIONEER-STANDARD ELECTRONICS, INC.
Preston B. Heller, Jr., President, and William X. Haase, Secretary, of
Pioneer-Standard Electronics, Inc., an Ohio corporation, with its principal
office located in the County of Cuyahoga of the State of Ohio do hereby certify
that an annual meeting of the holders of the shares of said corporation
entitling them to vote on the proposal to amend the Amended Articles of
Incorporation thereof, as contained in the following resolution, was duly called
and notice thereof was duly given, and that said meeting was held on the 28th
day of June, 1979, at which meeting a quorum of such shareholders was present
in person or by proxy and that by the affirmative vote of the holders of shares
entitled under the Articles to exercise two-thirds of the voting power of the
corporation on such proposal, the following resolution to amend the Amended
Articles was adopted:
RESOLUTION
RESOLVED, that Article Fourth of the Amended Articles of Incorporation
of this Corporation be and it hereby is amended so that it reads as follows:
"FOURTH: The authorized number of shares of the Corporation is
5,000,000, all of which shall be common shares without par
value."
IN WITNESS WHEREOF, the said Preston D. Heller, Jr., President, and
William X. Haase, Secretary, of Pioneer-Standard Electronics, Inc., acting for
and on behalf of said corporation, have hereunto subscribed their names this
10th day of August 1979.
/s/ Preston B. Heller
---------------------------------------
President
/s/ William X. Haase
---------------------------------------
Secretary
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CERTIFICATE OF AMENDMENT
TO
AMENDED ARTICLES OF INCORPORATION
OF
PIONEER-STANDARD ELECTRONICS, INC.
Charter No. 317430
James L. Bayman, President, and John S. Zarka, Secretary, of
Pioneer-Standard Electronics, Inc., an Ohio corporation, do hereby certify that
a meeting of the Shareholders of Pioneer-Standard Electronics, Inc. was duly
called and held on June 27, 1985, 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 two-thirds of the voting
power of said corporation, the following resolutions were adopted for the
purpose of adding a new Article SEVENTH to the Amended Articles of
Incorporation of said corporation:
"RESOLVED, that a new Article SEVENTH be added to the
Company's Amended Articles of Incorporation to read in its entirety as
follows:
'SEVENTH.
A. A Business Combination (as hereinafter defined) shall be
authorized and approved by the affirmative vote of the shareholders of
not less than eighty percent (80%) of the outstanding shares of the
corporation entitled to vote generally in elections of Directors;
provided, however, that the eighty percent (80%) voting requirement
shall not be applicable if:
1. The Board of Directors of the corporation by
affirmative vote, which shall include not less than a
majority of the entire number of Continuing Directors (as
hereinafter defined), (a) has approved in advance the
acquisition of those outstanding shares of the corporation
which caused the Interested Party (as hereinafter defined) to
become an Interested Party or (b) has approved the Business
Combination; or
2. The Business Combination is a merger or
consolidation and the cash or Fair Market Value of other
consideration to be received per share by holders of the
common shares of the corporation in said merger or
consolidation is not less than an amount equal to the sum of:
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(a) the greatest of (i) the highest per
share price, including commissions, paid by the
Interested Party for any shares of the same class or
series during the two-year period ending on the date
of the most recent purchase by the Interested Party
of any such shares, or (ii) the highest sales price
reported for shares of the same class or series
traded on a national securities exchange or in the
over-the-counter market during the two-year period
preceding the first public announcement of the
proposed business transaction; plus
(b) interest on the per share price
calculated at the rate of ten percent (10%) per
annum, compounded annually from the date the
Interested Party first became an Interested Party
until the business combination is consummated, less
the per share amount of cash dividends payable to
holders of record on record dates in the interim up
to the amount of such interest.
For purposes of this clause (2), per share amounts will be
adjusted for any stock dividend, stock split or similar
transaction.
B. For purposes of this Article Seventh:
1. The term "Business Combination" shall mean (a) any merger
or consolidation of the corporation or a subsidiary of the corporation
with or into an Interested Party, (b) any merger or consolidation of an
Interested Party with or into the corporation or a subsidiary, (c) any
sale, lease, exchange, mortgage, pledge, transfer or other disposition
(in one transaction or a series of transactions) in which an interested
Party is involved, of any of the assets either of the corporation
(including without limitation any voting securities of a subsidiary) or
of a subsidiary having a Fair Marker Value in excess of $2,000,000, (d)
the adoption of any plan or proposal for the liquidation or dissolution
of the corporation proposal by or on behalf of any Interested Party,
(e) the issuance or transfer (in one transaction or a series of
transactions) by the corporation or a subsidiary of the corporation to
an Interested Party of any securities of the corporation or such
subsidiary, which securities have a Fair Market Value of $2,000,000 or
more, or (f) any recapitalization, reclassification, merger or
consolidation involving the corporation or a subsidiary of the
corporation that would have the effect of increasing, directly or
indirectly, the Interested Party's voting power in the corporation or
such subsidiary.
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2. The term "Interested Party" shall mean and include (a) any
individual, corporation, partnership, trust or other person or entity
which, together with its "affiliates" and "associates" (as those terms
are defined in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as in effect on May 22, 1985) is
or, with respect to a Business Combination, was within two years prior
thereto a beneficial owner of shares aggregating ten percent (10%) or
more of the aggregate voting power of any class of capital stock of the
corporation entitled to vote generally in the election of Directors,
and (b) any affiliate or associate of any such individual, corporation,
partnership, trust or other person or entity. For the purposes of
determining whether a person is an Interested Party, the number of
shares deemed to be outstanding shall include shares which the
Interested Party or any of its affiliates or associates has the right
to acquire (whether immediately or only after the passage of time)
pursuant to any agreement, arrangement or understanding, or upon
exercise of conversion rights, warrants, or options, or otherwise,
but shall not include any other shares which may be issuable to any
other person.
3. The term "Continuing Director" shall mean a director who is
not an affiliate of an Interested Party and who was a member of the
Board of Directors of the corporation immediately prior to the time
that the Interested Party involved in a Business Combination became an
Interested Party, and any successor to a Continuing Director who is not
such an affiliate and who is nominated to succeed a Continuing Director
by a majority of the Continuing Directors in office at the time of such
nomination.
4. "Fair Market Value" shall mean the fair market value of
the property in question as determined by a majority of the Continuing
Directors in good faith.
C. The provisions of this Article Seventh shall be construed liberally
to the end that the consideration paid to holders whose shares are acquired by
an Interested Party in connection with a merger or consolidation shall not be
less favorable than that paid to holders, of such shares prior to such merger or
consolidation. Nothing contained in this Article Seventh shall be construed to
relieve any Interested Party from any fiduciary duties or obligations imposed by
law.
D. Notwithstanding any other provision of the Amended Articles of
Incorporation or the Amended Code of Regulations of the corporation and
notwithstanding the fact that a lesser percentage may be specified by law, these
Amended Articles of Incorporation or the Amended Code of Regulations of the
corporation, the affirmative
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vote of the holders of not less than eighty percent (80%) of the then
outstanding shares shall be required to amend, alter, change or repeal, or
adopt any provisions inconsistent with, this Article Seventh; provided,
however, that this paragraph D shall not apply to, and the eighty percent (80%)
vote shall not be required for, any amendment, alteration, change or repeal
recommended to the shareholders by the Board of Directors of the corporation if
the recommendation has been approved by at least two-thirds of the Continuing
Directors.
BE IT FURTHER RESOLVED, that current Article SEVENTH of the Company's
Amended Articles of Incorporation be redesignated as Article EIGHTH.
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 James L. Bayman, President, and John S. Zarka,
Secretary, of Pioneer-Standard Electronics, Inc., acting for and on behalf of
said corporation, have hereunto subscribed their names this 27th day of June,
1985.
/s/ James L. Bayman
------------------------------------------
James L. Bayman, President
/s/ John S. Zarka
------------------------------------------
John S. Zarka, Secretary
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CERTIFICATE OF AMENDMENT
TO
AMENDED ARTICLES OF INCORPORATION
OF
PIONEER-STANDARD ELECTRONICS, INC.
Charter No. 317430
James L. Bayman, President, and John V. Goodger, Assistant Secretary of
Pioneer-Standard Electronics, Inc., an Ohio corporation, do hereby certify that
a meeting of the Shareholders of Pioneer-Standard Electronics, Inc. was duly
called and held on July 26, 1994, 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 at least two-thirds 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 Amended Articles of
Incorporation shall be deleted and replaced by the following:
"FOURTH: The authorized number of shares of the
corporation is Forty Million (40,000,000) shares, all of which
shall be Common Shares, without par value."
IN WITNESS WHEREOF, said James L. Bayman, President, and John
V. Goodger, Assistant Secretary, of Pioneer-Standard Electronics, Inc.,
acting for and on behalf of said corporation, have hereunto subscribed
their names on this 28th day of July, 1994.
/s/ James L. Bayman
------------------------------------------
James L. Bayman, President
/s/ John V. Goodger
------------------------------------------
John V. Goodger, Assistant Secretary
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CERTIFICATE OF AMENDMENT
TO
AMENDED ARTICLES OF INCORPORATION
OF PIONEER-STANDARD ELECTRONICS, INC.
Charter No. 317430
James L. Bayman, President, and John V. Goodger, Assistant Secretary,
of Pioneer-Standard Electronics, Inc., an Ohio corporation, do hereby certify
that a meeting of the Shareholders of Pioneer-Standard Electronics, Inc. was
duly called and held on July 23, 1996, 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 holders of shares entitling them to exercise at least
two-thirds of the voting power of said corporation, the following resolutions
were adopted for the purpose of amending Article FOURTH of Amended Articles of
Incorporation of said corporation:
RESOLVED, that Article FOURTH of the Amended Articles of
Incorporation shall be deleted and replaced by the following:
"FOURTH: The authorized number of shares of the
corporation is Eighty Million (80,000,000) shares, all of
which shall be Common Shares, without par value."
IN WITNESS WHEREOF, said James L. Bayman, President, and John
V. Goodger, Assistant Secretary, of Pioneer-Standard Electronics, Inc.,
acting for and on behalf of said corporation, have hereunto subscribed
their names this 29th day of July, 1996.
/s/ James L. Bayman
------------------------------------------
James L. Bayman, President
/s/ John V. Goodger
------------------------------------------
John V. Goodger, Assistant Secretary
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CERTIFICATE OF AMENDMENT
TO
AMENDED ARTICLES OF INCORPORATION
OF
PIONEER-STANDARD ELECTRONICS, INC.
Charter No. 317430
William A. Papenbrock, Secretary, of Pioneer-Standard Electronics,
Inc., an Ohio corporation, does hereby certify that a meeting of the
Shareholders of Pioneer-Standard Electronics, Inc. was duly called and held on
July 29, 1997, 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 at least two-thirds of the voting
power of said corporation, the following resolution was adopted for the purpose
of amending Article FOURTH of the Amended Articles of Incorporation of said
corporation:
RESOLVED, that Article FOURTH of the Amended Articles of Incorporation
shall be deleted and replaced by the following:
"FOURTH: The authorized number of shares of the Corporation is
Eighty-Five Million (85,000,000) shares, of which Eighty Million
(80,000,000) shall be Common Shares, without par value, and Five
Million (5,000,000) shall be Serial Preferred Shares, without par
value.
SUBDIVISION A
PROVISIONS APPLICABLE TO SERIAL PREFERRED SHARES
The Serial Preferred Shares may be issued, from time to time,
in one or more series, with such designations, preferences and
relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereon, as shall be stated
and expressed in the resolution or resolutions providing for the
issuance of such series as adopted by the Board of Directors. The
Board of Directors, in such resolution or resolutions (a copy of which
shall be filed and recorded as required by law), is also expressly
authorized to fix:
(a) The distinctive serial designations and the
division of such shares into series and the number of shares
of a particular series, which may be increased or decreased,
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but not below the number of shares thereof then outstanding,
by a certificate made, signed, filed and recorded as required
by law;
(b) The annual dividend rate for the particular
series, and the date or dates from which dividends on all
shares of such series shall be cumulative, if dividends on
shares of the particular series shall be cumulative;
(c) The redemption price or prices, if any, for the
particular series;
(d) The right, if any, of the holders of a particular
series to convert such shares into other classes of shares,
and the terms and conditions of such conversions; and
(e) The obligation, if any, of the Corporation to
purchase and retire and redeem shares of a particular series
as a sinking fund or redemption or purchase account, the
terms thereof and the redemption price or prices per share for
such series redeemed pursuant to the sinking fund or
redemption or purchase account.
All shares of any one series of Serial Preferred Shares shall
be alike in every particular and all series shall rank equally and be
identical in all respects except insofar as they may vary with respect
to the matters which the Board of Directors is hereby expressly
authorized to determine in the resolution or resolutions providing for
the issuance of any series of the Serial Preferred Shares.
In the event of any liquidation, dissolution or winding up of
the affairs of the Corporation, then before any distribution or payment
shall have been made to the holders of the Common Shares, the holders
of the Serial Preferred Shares of each series shall be entitled to be
paid, or to have set apart in trust for payment, an amount from the net
assets of the Corporation equal to that stated and expressed in the
resolution or resolutions adopted by the Board of Directors which
provide for the issuance of such series, respectively. The remaining
net assets of the Corporation shall be distributed solely among the
holders of the Common Shares according to their respective shares.
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The holders of Serial Preferred Shares shall be entitled to
one vote for each Serial Preferred Share upon all matters presented to
the shareholders, and, except as otherwise provided by these Amended
Articles of Incorporation or required by law, the holders of Serial
Preferred Shares and the holders of Common Shares shall vote together
as one class on all matters. No adjustment of the voting rights of
holders of Serial Preferred Shares shall be made in the event of an
increase or decrease in the number of Common Shares authorized or
issued or in the event of a stock split or combination of the Common
Shares in the event of a stock dividend on any class of shares payable
solely in Common Shares.
The affirmative vote of the holders of at least two-thirds of
the Serial Preferred Shares at the time outstanding, given in person or
by proxy at a meeting called for the purpose at which the holders of
Serial Preferred Shares shall vote separately as a class, shall he
necessary to adopt any amendment to the Amended Articles of
Incorporation (but so far as the holders of Serial Preferred Shares are
concerned, such amendment may be adopted with such vote) which:
(i) changes issued Serial Preferred Shares of all
series then outstanding into a lesser number of shares of the
Corporation of the same class and series or into the same or a
different number of shares of the Corporation of any other
class or series; or
(ii) changes the express terms of the Serial
Preferred Shares in any manner substantially prejudicial to
the holders of all series thereof then outstanding or
(iii) authorizes shares of any class, or any security
convertible into shares of any class, or authorizes the
conversion of any security into shares of any class, ranking
prior to the Serial Preferred Shares; or
(iv) changes the express terms of issued shares of
any class ranking prior to the Serial Preferred Shares in any
manner substantially prejudicial to the holders of all series
of Serial Preferred Shares then outstanding;
and the affirmative vote of the holders of at least two-thirds of the
shares of each affected series of Serial Preferred Shares at the time
outstanding, given in person or by proxy at a meeting called for the
purpose at which the holders of each affected series of Serial
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Preferred Shares shall vote separately as a series, shall be necessary
to adopt any amendment to the Amended Articles of Incorporation (but so
far as the holders of each such series of Serial Preferred Shares are
concerned such amendment may be adopted with such vote) which:
(i) changes issued Serial Preferred Shares of one or
more but not all series then outstanding into a lesser number
of shares of the Corporation of the same series or into the
same or a different number of shares of the Corporation of any
other class or series; or
(ii) changes the express terms of any series of the
Serial Preferred Shares in any manner substantially
prejudicial to the holders of one or more but not all series
thereof then outstanding; or
(iii) changes the express terms of issued shares of
any class ranking prior to the Serial Preferred Shares in any
manner substantially prejudicial to the holders of one or more
but not all series of Serial Preferred Shares then
outstanding.
Whenever reference is made herein to shares "ranking prior to
the Serial Preferred Shares," such reference shall mean and include all
shares of the Corporation in respect of which the rights of the holders
thereof either 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 Corporation are given preference over the rights of
the holders of Serial Preferred Shares; whenever reference is made to
shares "on a parity with the Serial Preferred Shares," such reference,
shall mean and include all shares of the Corporation in respect of
which the rights of the holders thereof (i) neither as to the payment
of dividends nor as to distributions in the event of a voluntary or
involuntary liquidation, dissolution or winding up of the Corporation
are given preference over the rights of the holders of Serial Preferred
Shares and (ii) either 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 Corporation rank on an equality
(except as to the amounts fixed therefor) with the rights of the
holders of Serial Preferred Shares; and whenever reference is made to
shares "ranking junior to the Serial Preferred Shares," such reference
shall mean and include all shares of the Corporation in respect of
which the rights of the holders thereof both as to the payment of
dividends and as to
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distributions in the event of a voluntary or involuntary liquidation,
dissolution or winding up of the Corporation are junior and subordinate
to the rights of the holders of the Serial Preferred Shares.
SUBDIVISION B
PROVISIONS APPLICABLE TO COMMON SHARES
The Common Shares shall be subject to the express terms of the Serial
Preferred Shares and of any series thereof. Each Common Share shall be
equal to every other Common Share and the holders thereof shall have
such rights as are provided by law and, except as otherwise provided
herein or as required by law, shall be entitled to one vote for each
share held by them upon all matters presented to shareholders."
IN WITNESS WHEREOF, said William A. Papenbrock, Secretary of
Pioneer-Standard Electronics, Inc., acting for and on behalf of said
corporation, has hereunto subscribed his name this 1st day of August, 1997.
/s/ William A. Papenbrock
-----------------------------------
William A. Papenbrock, Secretary