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Exhibit 3a
AMENDED ARTICLES OF INCORPORATION OF
WORTHINGTON INDUSTRIES, INC.
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AMENDED ARTICLES OF INCORPORATION
OF
WORTHINGTON INDUSTRIES, INC.
FIRST: The name of the Corporation shall be Worthington Industries,
Inc.
SECOND: The place in Ohio where the principal office of the
Corporation is to be located is in the City of Columbus, County of
Franklin.
THIRD: The purpose for which the Corporation is formed is to engage in
any lawful act or activity for which corporations may be formed under
Sections 1701.01 to 1701.98 of the Ohio Revised Code.
FOURTH: I. Capital Stock. The total number of shares which the
Corporation shall have authority to issue is One Hundred Fifty-one Million
(151,000,000) shares, of which One Hundred Fifty Million (150,000,000),
each without par value, shall be of a class designated "Common Shares,"
Five Hundred Thousand (500,000), each without par value, shall be of a
class designated "Class A Preferred Shares" and Five Hundred Thousand
(500,000), each without par value, shall be of a class designated "Class B
Preferred Shares." The Class A Preferred Shares and the Class B Preferred
Shares are sometimes collectively referred to herein as the "Preferred
Shares."
II. Preferred Shares. The Board of Directors is authorized to provide
for the issuance from time to time in one or more series of any number of
authorized and unissued Class A Preferred Shares and Class B Preferred
Shares. Subject to the provisions of this ARTICLE FOURTH and the
limitations prescribed by law, the board of directors is expressly
authorized to adopt amendments to these Amended Articles of Incorporation
in respect of any unissued or treasury Class A Preferred Shares and Class B
Preferred Shares and thereby establish or change the number of shares to be
included in each such series and to fix the designation and relative
rights, preferences, qualifications and limitations or restrictions of the
shares of each such series. The authority of the board of directors with
respect to each series shall include, but not be limited to, determination
of the following:
A. The distinctive designation of such series and the number of
shares which shall constitute such series;
B. The rate of dividends payable on shares of such series, the
conditions upon which such dividends shall be payable (including whether
they shall be payable in preference to, or in another relation to, the
dividends payable on any other class or classes or series of shares) and
the date from which dividends shall be cumulative in the event the board
of directors determines that dividends shall be cumulative;
C. Whether such series shall have conversion privileges and, if so,
the terms and conditions of such conversion, including, but not limited
to, provision for adjustment of the conversion rate upon such events and
in such manner as the board of directors shall determine;
D. Whether or not the shares of such series shall be redeemable
and, if so, the terms and conditions of such redemption, including the
date or dates upon or after which they shall be redeemable, and the
amount per share payable in case of redemption, which amount may vary
under different conditions and at different redemption dates;
E. Whether such series shall have a sinking fund for the redemption
or purchase of shares of that series and, if so, the terms and amounts
of such sinking fund;
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F. The rights of the shares of such series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment in
respect of shares of that series; and
G. Any other relative rights, preferences and limitations of such
series which shall not be inconsistent with this ARTICLE FOURTH.
Subject to the provisions of any applicable law, the holders of
outstanding Class A Preferred Shares and the holders of outstanding Class B
Preferred Shares shall possess voting power for the election of directors
and for all other purposes, each holder of record of Class A Preferred
Shares being entitled to one vote for each Class A Preferred Share standing
in the name of such shareholder on the books of the Corporation and each
holder of record of Class B Preferred Shares being entitled to ten votes
for each Class B Preferred Share standing in the name of such shareholder
on the books of the Corporation.
III. Common Shares. The board of directors of the Corporation is
authorized, subject to limitations prescribed by law and the provisions of
this ARTICLE FOURTH, to provide for the issuance from time to time of any
number of authorized and unissued Common Shares, and shall determine the
terms under which and the consideration for which the Corporation shall
issue its Common Shares.
A. Subject to the provisions of any applicable law, at every
meeting of the shareholders, each holder of Common Shares shall be
entitled to one vote, in person or by proxy, for each Common Share
standing in the name of such shareholder on the books of the
Corporation, on each matter on which the Common Shares are entitled to
vote.
B. Subject to the rights of holders of the Preferred Shares, the
holders of the Common Shares shall be entitled to receive, when and as
declared by the board of directors, out of the assets of the Corporation
which are by law available therefor, dividends payable in cash, in
property, or in shares and the holders of the Preferred Shares shall not
be entitled to participate in any such dividends (unless otherwise
provided by the board of directors in any resolution providing for the
issue of a series of Class A Preferred Shares or of Class B Preferred
Shares).
C. In the event of any dissolution, liquidation or winding up of
the affairs of the Corporation, either voluntarily or involuntarily, the
holders of the Common Shares shall be entitled, after payment or
provision for payment in full of the debts and other liabilities of the
Corporation and the amounts to which the holders of the Preferred Shares
shall be entitled, to share ratably in the remaining assets of the
Corporation available for distribution to its shareholders to the
exclusion of the Preferred Shares (unless otherwise provided by the
board of directors in any resolution providing for the issue of a series
of Class A Preferred Shares or of Class B Preferred Shares). Neither the
merger or consolidation of the Corporation, nor the sale, lease or
conveyance of all or part of its assets, shall be deemed to be a
liquidation, dissolution or winding up of the affairs of the Corporation
within the meaning of this Subparagraph III(C).
IV. No Pre-emptive Rights. No holder of shares of this Corporation of
any class shall have, as such, as a matter of right, the pre-emptive right
to subscribe for or purchase any part of any new or additional issue of
shares of any class whatsoever, or of securities or other obligations
convertible into or exchangeable for any shares of any class whatsoever or
which by warrants or otherwise entitle the holders thereof to subscribe for
or purchase any shares of any class whatsoever, whether now or hereafter
authorized and whether issued for cash or other consideration or by way of
dividend.
FIFTH: The directors of the Corporation shall have the power to cause
the Corporation from time to time and at any time to purchase, hold, sell,
transfer or otherwise deal with (A) shares of any class or series issued by
it, (B) any security or other obligation of the
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Corporation which may confer upon the holder thereof the right to convert
the same into shares of any class or series authorized by the articles of
the Corporation, and (C) any security or other obligation which may confer
upon the holder thereof the right to purchase shares of any class or series
authorized by the articles of the Corporation. The Corporation shall have
the right to repurchase, if and when any shareholder desires to sell, or on
the happening of any event is required to sell, shares of any class or
series issued by the Corporation. The authority granted in this ARTICLE
FIFTH of these Amended Articles of Incorporation shall not limit the
plenary authority of the directors to purchase, hold, sell, transfer or
otherwise deal with shares of any class or series, securities or other
obligations issued by the Corporation or authorized by its articles.
SIXTH: All of the authority of the Corporation shall be exercised by
or under the direction of the board of directors except as otherwise
provided in these Amended Articles of Incorporation or the Regulations of
the Corporation or required by law. For the management of the business and
for the conduct of the affairs of the Corporation, and in further creation,
definition, limitation and regulation of the power of the Corporation and
of its directors and of its shareholders, it is further provided as
follows:
I. Elections of directors need not be by written ballot unless the
Regulations of the Corporation shall so provide.
II. Subject to the rights of the holders of any class or series of
shares of the Corporation having a preference over the Common Shares as to
dividends or upon liquidation to elect additional directors under specific
circumstances, the number of directors of the Corporation shall be fixed
from time to time by or in accordance with the provisions of the
Regulations of the Corporation. The directors, other than those who may be
elected by the holders of any class or series of shares of capital stock
having preference over the Common Shares as to dividends or upon
liquidation, shall be classified, with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as
possible, as shall be provided in the manner specified in the Regulations
of the Corporation, one class to hold office initially for a term expiring
at the annual meeting of shareholders to be held in 1999, another class to
hold office initially for a term expiring at the annual meeting of
shareholders to be held in 2000, and another class to hold office initially
for a term expiring at the annual meeting of shareholders to be held in
2001, with the members of each class to hold office until their successors
are duly elected and qualified. At each annual meeting of the shareholders
of the Corporation, the successors to the class of directors whose term
expires at that meeting shall be elected to hold office for a term expiring
at the annual meeting of shareholders held in the third year following the
year of their election.
III. Advance notice of nominations for the election of directors,
other than by the board of directors or a committee thereof, shall be given
in the manner provided in the Regulations of the Corporation.
IV. Subject to the rights of the holders of any class or series of
shares of capital stock of the Corporation having a preference over the
Common Shares as to dividends or upon liquidation to elect directors under
specified circumstances, newly created directorships resulting from any
increase in the number of directors and any vacancies on the board of
directors resulting from death, resignation, disqualification, removal or
other cause may be filled by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum of the
board of directors. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the class
of directors in which the new directorship was created or the vacancy
occurred and until such director's successor shall have been elected and
qualified. No reduction in the number of directors constituting the board
of directors shall shorten the term of any incumbent director.
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V. Subject to the rights of the holders of any class or series of
shares of capital stock of the Corporation having a preference over the
Common Shares as to dividends or upon liquidation to elect directors under
specified circumstances, (i) any director, or the entire board of
directors, may be removed from office, with or without cause, but only by
the affirmative vote of the holders of record of outstanding shares
representing at least 75% of the votes entitled to be cast by the holders
of all then outstanding shares of Voting Stock (as defined in ARTICLE
SEVENTH hereof), voting together as a single class, and entitled to vote in
respect thereof, and (ii) any director may be removed from office, but only
for cause, by the affirmative vote of three-fourths (3/4) of the directors
then in office.
VI. Any action required or permitted to be taken by the shareholders
of the Corporation must be effected at a duly called annual or special
meeting of such shareholders and may not be effected by any consent in
writing by such shareholders.
SEVENTH: I. Capitalized terms used herein are defined in Paragraph IV
of this ARTICLE SEVENTH.
II. In addition to any affirmative vote required by law or under any
other provision of these Amended Articles of Incorporation or the
Regulations of the Corporation or otherwise, and except as otherwise
expressly provided in this Article SEVENTH:
A. any merger or consolidation of this Corporation or any
Subsidiary with or into (i) any Substantial Shareholder or (ii) any
other corporation (whether or not itself a Substantial Shareholder)
which, after such merger or consolidation, would be an Affiliate of a
Substantial Shareholder, or
B. any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of related transactions) to
or with any Substantial Shareholder of any Substantial Part of the
assets of this Corporation or of any Subsidiary, or
C. the issuance or transfer by this Corporation or by any
Subsidiary (in one transaction or a series of related transactions) of
any Equity Securities of this Corporation or any Subsidiary to any
Substantial Shareholder in exchange for cash, securities or other
property (or a combination thereof) having an aggregate fair market
value of $25,000,000 or more, or
D. the adoption of any plan or proposal for the liquidation or
dissolution of this Corporation if, as of the record date for the
determination of shareholders entitled to notice thereof and to vote
thereon, any person shall be a Substantial Shareholder, or
E. any reclassification of securities (including any reverse stock
split) or recapitalization of this Corporation, or any reorganization,
merger or consolidation of this Corporation with any of its Subsidiaries
or any similar transaction (whether or not with or into or otherwise
involving a Substantial Shareholder) which has the effect, directly or
indirectly, of increasing the proportionate share of the outstanding
securities of any class of Equity Securities of this Corporation or any
Subsidiary which is directly or indirectly Beneficially Owned by any
Substantial Shareholder,
shall (except as otherwise expressly provided in these Amended Articles of
Incorporation) require the affirmative vote of the holders of not less than
75% of the votes entitled to be cast by all holders of all then outstanding
shares of Voting Stock; provided that such affirmative vote must include
the affirmative vote of the holders of shares of Voting Stock entitled to
cast a majority of the votes entitled to be cast by the holders of all then
outstanding shares of Voting Stock not beneficially owned by the
Substantial Shareholder in question. Each such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that
some lesser percentage may be specified, by law or in any agreement with
The Nasdaq Stock Market or any national securities exchange or otherwise.
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III. The provisions of this ARTICLE SEVENTH shall not be applicable
to any Business Combination, the terms of which shall be approved, either
in advance of or subsequent to a Substantial Shareholder having become a
Substantial Shareholder, by three-fourths (3/4) of the Whole Board, but
only if a majority of the members of the board of directors in office and
acting upon such matter shall be Continuing Directors.
IV. For the purpose of this ARTICLE SEVENTH:
A. A "Person" shall mean any individual, firm, corporation or other
entity.
B. The term "Business Combination" as used in this ARTICLE SEVENTH
shall mean any transaction which is described in any one or more of
Subparagraphs (A) through (E) of Paragraph II of this ARTICLE SEVENTH.
C. "Substantial Shareholder" shall mean any Person who or which, as
of the record date for the determination of shareholders entitled to
notice of and to vote on any Business Combination, or immediately prior
to the consummation of any such Business Combination:
(1) is the Beneficial Owner, directly or indirectly, of more
than fifteen percent (15%) of the shares of Voting Stock (determined
solely on the basis of the total number of shares of Voting Stock so
Beneficially Owned (and without giving effect to the number or
percentage of votes entitled to be cast in respect of such shares) in
relation to the total number of shares of Voting Stock then issued
and outstanding), or
(2) is an Affiliate of this Corporation and at any time within
three years prior thereto was the Beneficial Owner, directly or
indirectly, of more than fifteen percent (15%) of the then
outstanding Voting Stock (determined as aforesaid), or
(3) is an assignee of or has otherwise succeeded to any shares
of this Corporation which were at any time within three years prior
thereto Beneficially Owned by any Substantial Shareholder, and such
assignment or succession shall have occurred in the course of a
transaction or series of transactions not involving a public offering
within the meaning of the Securities Act of 1933, as amended.
Notwithstanding the foregoing, a Substantial Shareholder shall not
include (i) this Corporation or any Subsidiary, (ii) any profit-sharing,
employee stock ownership or other employee benefit plan of this Corporation
or any Subsidiary or any trustee of or fiduciary with respect to any such
plan when acting in such capacity, or (iii) Persons who, on August 3, 1998
are Affiliates of this Corporation owning in excess of ten percent (10%) of
the outstanding shares of Common Stock of its parent corporation,
Worthington Industries, Inc., a Delaware corporation, and the respective
successors, executors, legal representatives, heirs and legal assigns
(provided that any such legal assign is such an Affiliate immediately prior
to assignment, transfer or other disposition to such assign) of such
Person.
D. "Beneficial Ownership" shall be determined pursuant to Rule
13d-3 of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended (or any successor rule or statutory provision)
or, if said Rule 13d-3 shall be rescinded and there shall be no
successor rule or statutory provision thereto, pursuant to said Rule
13d-3 as in effect on August 3, 1998; provided, however, that a Person
shall, in any event, also be deemed to be the "Beneficial Owner" of any
shares of Voting Stock:
(1) which such Person or any of its Affiliates or Associates
beneficially own, directly or indirectly, or
(2) which such Person or any of its Affiliates or Associates has
(i) the right to acquire (whether such right is exercisable
immediately or only after the passage of
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time), pursuant to any agreement, arrangement or understanding (but
shall not be deemed to be the beneficial owner of any shares of
Voting Stock solely by reason of an agreement, arrangement or
understanding with this Corporation to effect a Business Combination)
or upon the exercise of conversion rights, exchange rights, warrants,
or options, or otherwise, or (ii) sole or shared voting or investment
power with respect thereto pursuant to any agreement, arrangement,
understanding, relationship or otherwise (but shall not be deemed to
be the beneficial owner of any shares of Voting Stock solely by
reason of a revocable proxy granted for a particular meeting of
shareholders, pursuant to a public solicitation of proxies for such
meeting, with respect to shares of which neither such Person nor any
such Affiliate or Associate is otherwise deemed the beneficial
owner), or
(3) which are beneficially owned, directly or indirectly, by any
other Person with which such first mentioned Person or any of its
Affiliates or Associates acts as a partnership, limited partnership,
syndicate or other group pursuant to any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or
disposing of any shares of capital stock of this Corporation; and
provided further, however, that (i) no director or officer of this
Corporation, nor any Associate or Affiliate of any such director or
officer, shall, solely by reason of any or all such directors and
officers acting in their capacities as such, be deemed, for any
purposes hereof, to beneficially own any shares of Voting Stock
beneficially owned by any other such director or officer (or any
Associate or Affiliate thereof), and (ii) no employee stock ownership
or similar plan of this Corporation or any Subsidiary nor any trustee
with respect thereto, nor any Associate or Affiliate of any such
trustee, shall, solely by reason of such capacity of such trustee, be
deemed for any purposes hereof, to beneficially own any shares of
Voting Stock held under any such plan.
E. For purposes of computing the percentage Beneficial Ownership of
shares of Voting Stock of a Person in order to determine whether such
Person is a Substantial Shareholder, the outstanding shares of Voting
Stock shall include shares deemed owned by such Person through
application of Subparagraph (D) of this Paragraph IV but shall not
include any other shares of Voting Stock which may be issuable by this
Corporation pursuant to any agreement, or upon the exercise of
conversion rights, warrants or options, or otherwise. For all other
purposes, the outstanding shares of Voting Stock shall include only
shares of Voting Stock then outstanding and shall not include any shares
of Voting Stock which may be issuable by this Corporation pursuant to
any agreement, or upon the exercise of conversion rights, warrants or
options, or otherwise.
F. "Continuing Director" shall mean a Person who was a member of
the board of directors of the Corporation as of the effective date of
the merger of Worthington Industries, Inc., a Delaware corporation, with
and into this Corporation, or thereafter elected by the shareholders or
appointed by the board of directors of this Corporation prior to the
date of which the Substantial Shareholder in question became a
Substantial Shareholder, or a Person designated (before his initial
election or appointment as a director) as a Continuing Director by
three-fourths (3/4) of the Whole Board, but only if a majority of the
Whole Board shall then consist of Continuing Directors.
G. "Whole Board" shall mean the total number of directors which
this Corporation would have if there were no vacancies.
H. An "Affiliate" of a specified Person is a Person that directly,
or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Person specified.
The term "Associate" used to indicate a relationship with any Person
shall mean (i) any corporation or organization (other than this
Corporation or a Subsidiary) of which such Person is an officer or
partner or is, directly or indirectly, the
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beneficial owner of ten percent (10%) or more of any class of Equity
Securities, (ii) any trust or other estate in which such Person has a
substantial beneficial interest or as to which such Person serves as
trustee or in a similar fiduciary capacity, and (iii) any relative or
spouse of such Person, or any relative of such spouse, who has the same
home as such Person, or is an officer or director of any corporation
controlling or controlled by such Person.
I. "Subsidiary" shall mean any corporation of which a majority of
any class of Equity Security is owned, directly or indirectly, by this
Corporation; provided, however, that for the purposes of the definition
of Substantial Shareholder set forth in Subparagraph (C) of this
Paragraph IV, the term "Subsidiary" shall mean only a corporation of
which a majority of each class of Equity Security is owned, directly or
indirectly, by this Corporation.
J. "Substantial Part" shall mean assets having a book value
(determined in accordance with generally accepted accounting principles)
in excess of ten percent (10%) of the book value (determined in
accordance with generally accepted accounting principles) of the total
consolidated assets of this Corporation, at the end of its most recent
fiscal year ending prior to the time the determination is made.
K. "Voting Stock" shall mean any shares of capital stock of this
Corporation entitled to vote generally in the election of directors.
L. "Equity Security" shall have the meaning given to such term
under Rule 3a11-1 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended, as in effect on August 3,
1998.
V. A majority of the Continuing Directors then in office shall have
the power to determine for the purposes of this ARTICLE SEVENTH, on the
basis of information known to them (i) the number of shares of Voting Stock
Beneficially Owned by any Person, (ii) whether a Person is an Affiliate or
Associate of another, (iii) whether the assets subject to any Business
Combination constitute a Substantial Part of the assets of the corporation
in question, and/or (iv) any other factual matter relating to the
applicability or effect of this ARTICLE SEVENTH.
VI. A majority of the Continuing Directors then in office shall have
the right to demand that any Person who is reasonably believed to be a
Substantial Shareholder (or holder of record shares of Voting Stock
Beneficially Owned by any Substantial Shareholder) supply this Corporation
with complete information as to (i) the record owner(s) of all shares
Beneficially Owned by such Person who is reasonably believed to be a
Substantial Shareholder, (ii) the number of, and class or series of, shares
Beneficially Owned by such Person who it is reasonably believed is a
Substantial Shareholder and held of record by each such record owner and
the number(s) of the share certificate(s) evidencing such shares, and (iii)
any other factual matter relating to the applicability or effect of this
ARTICLE SEVENTH, as may be reasonably requested of such Person, and such
Person shall furnish such information within 10 days after receipt of such
demand.
VII. Any determinations made by the board of directors, or by the
Continuing Directors, as the case may be, pursuant to this ARTICLE SEVENTH
in good faith and on the basis of such information and assistance as was
then reasonably available for such purpose shall be conclusive and binding
upon this Corporation and its shareholders, including any Substantial
Shareholder.
VIII. Nothing contained in this ARTICLE SEVENTH shall be construed to
relieve any Substantial Shareholder from any fiduciary obligation imposed
by law.
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EIGHTH: The board of directors of the Corporation, when evaluating any
offer of another party to (1) make a tender or exchange offer for any
Equity Security of the Corporation, (2) merge or consolidate the
Corporation with another corporation, or (3) purchase or otherwise acquire
all or substantially all of the properties and assets of the Corporation,
shall in connection with the exercise of its judgment in determining what
is in the best interests of the Corporation and its shareholders, give due
consideration to all relevant factors, including without limitation the
social and economic effects on the employees, customers, suppliers and
other constituents of the Corporation and its subsidiaries and on the
communities in which the Corporation and its subsidiaries operate or are
located and any other factors which the board of directors may consider
under Ohio law.
NINTH: I. Notwithstanding any other provisions of these Articles of
Incorporation or the Regulations of the Corporation (and notwithstanding
the fact that a lesser percentage may be specified by law or in any
agreement with The Nasdaq Stock Market or any national securities exchange
or in any other provision of these Amended Articles of Incorporation or the
Regulations of the Corporation), the affirmative vote of the holders of at
least 75% of the votes entitled to be cast by the holders of all then
outstanding shares of Voting Stock (as that term is defined in ARTICLE
SEVENTH hereof), shall be required to amend, alter, change or repeal, or
adopt any provisions inconsistent with, ARTICLE SIXTH, EIGHTH, NINTH or
TENTH of these Amended Articles of Incorporation, and the affirmative vote
of the holders of at least 75% of the votes entitled to be cast by the
holders of all then outstanding shares of Voting Stock, including the
holders of at least a majority of the votes entitled to be cast by the
holders of all then outstanding shares of Voting Stock of the Corporation
not beneficially owned by a Substantial Shareholder (as that term is
defined in ARTICLE SEVENTH), shall be required to amend, alter, change or
repeal, or adopt any provision inconsistent with, ARTICLE SEVENTH of these
Amended Articles of Incorporation.
II. Except as otherwise provided in these Amended Articles of
Incorporation, including without limitation Paragraph I of this ARTICLE
NINTH, the shareholders of the Corporation may, by the affirmative vote of
the holders of at least a majority of the votes entitled to be cast by the
holders of all then outstanding shares of the Voting Stock, amend, alter,
change or repeal any provision contained in these Amended Articles of
Incorporation.
TENTH: Notwithstanding any other provisions of these Amended Articles
of Incorporation or the Regulations of the Corporation (and notwithstanding
the fact that a lesser percentage may be specified by law or in any
agreement with The Nasdaq Stock Market or any national securities exchange
or any other provision of these Amended Articles of Incorporation or the
Regulations of the Corporation), the affirmative vote of the holders of at
least 75% of the votes entitled to be cast by the holders of all then
outstanding shares of Voting Stock (as that term is defined in ARTICLE
SEVENTH hereof), shall be required to amend, alter, change or repeal, or
adopt any provisions inconsistent with, the Regulations of the Corporation;
provided, however, that if such amendment, alteration, change or repeal has
been approved by three-fourths (3/4) of the Whole Board (as defined in
ARTICLE SEVENTH hereof), the shareholders may, by the affirmative vote of
the holders of at least a majority of the votes entitled to be cast by the
holders of all then outstanding shares of Voting Stock, approve such
amendment, alteration, change or repeal. Any amendment to these Amended
Articles of Incorporation which shall contravene the Regulations in
existence on the record date of the meeting of shareholders at which such
amendment is to be voted upon by the shareholders, shall require the
affirmative vote of the holders of at least 75% of the votes entitled to be
cast by the holders of all then outstanding shares of Voting Stock;
provided, however, that if such amendment has been approved by
three-fourths (3/4) of the Whole Board, the shareholders may approve such
amendment to these Amended Articles of Incorporation by the affirmative
vote of the holders of at least a majority of the votes entitled to be cast
by the holders of all then outstanding shares of Voting Stock.
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ELEVENTH: Chapter 1704 of the Ohio Revised Code shall not apply to the
Corporation.
TWELFTH: Notwithstanding any provision of the Ohio Revised Code
requiring for any purpose the vote, consent, waiver or release of the
holders of shares of the Corporation 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, such action may be taken by the vote,
consent, waiver or release of the holders of shares entitling them to
exercise not less than a majority of the voting power of the Corporation or
of such class or classes, unless expressly provided otherwise by statute or
in these Amended Articles of Incorporation.
THIRTEENTH: Shareholders of the Corporation shall not have the right
to vote cumulatively in the election of directors.
FOURTEENTH: These Amended Articles of Incorporation take the place of
and supersede the existing Articles of Incorporation.
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