Exhibit 3.31
ARTICLES OF INCORPORATION
OF
STANSLEY RACING CORP.
The undersigned, desiring to form a stock corporation under the provisions
of Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended, hereby
sets forth the following:
A. Corporate Name. The name of the corporation is Stansley Racing Corp.
(the "Corporation").
B. Purposes and Powers. The purpose for which the Corporation is formed is
to engage in any lawful business. In addition, the Corporation shall have the
same powers as an individual to do all things necessary or convenient to carry
out its business and affairs.
C. Authorized Stock. The aggregate number of shares which the Corporation
shall have authority to issue is as follows:
Class Number
and Series of Shares
---------- ---------
Common 5,000
The holders of the Common Stock shall have unlimited voting rights and
be entitled to receive the net assets of the Corporation upon dissolution. No
holders of any class or series of stock shall have the preemptive right to
acquire unissued shares of any class or series of stock of the Corporation.
D. Registered Office and Registered Agent. The address of the
Corporation's initial registered office is the Federal Reserve Bank Building,
701 East Byrd Street, 15th Floor, P.O. Box 500, Richmond, Virginia 23204-0500.
The name of the city in which the initial registered office is located is the
City of Richmond. The name of the initial registered agent is James L. Weinberg,
Esquire, who is a resident of the Commonwealth of Virginia, a member of the
Virginia State Bar and whose business office is identical with the registered
office of the Corporation.
E. Directors. The number of directors constituting the initial Board of
Directors is two (2) and set forth below are the names and addresses of the
persons who are to serve as the initial directors until the first annual meeting
of the shareholders or until their respective successors shall be duly elected
and qualify:
Name Address
---- -------
Arnold Stansley 5700 Telegraph Road
Toledo, Ohio 43612
James Leadbetter 110 Arco Drive
Toledo, Ohio 43607
The foregoing persons who are to serve as the initial directors have
heretofore consented to being named as the initial directors of the Corporation.
F. Limitation on Liability. In any proceeding brought in the right of the
Corporation or by or on behalf of shareholders of the Corporation, the damages
assessed against an officer or director arising out of a single transaction,
occurrence, or course of conduct shall not exceed one dollar, unless the officer
or director engaged in willful misconduct or a knowing violation of the criminal
law or any federal or state securities law, including without limitation, any
claim of unlawful insider trading or manipulation of the market for any
security.
G. Indemnification of Directors, Officers and Others.
1. Indemnification. The Corporation shall indemnify an individual
who is, was or is threatened to be made a party to a proceeding (including a
proceeding by or in the right of the Corporation) because he is or was a
director against liability incurred in the proceeding and against expenses
incurred by him in connection therewith except such liabilities and expenses
incurred because of his willful misconduct of knowing violation of the criminal
law.
2. Advance for Expenses. The Corporation shall pay for or
reimburse the reasonable expenses incurred by a director who is a party to a
proceeding in advance of final disposition of the proceeding if:
(a) the director furnishes the Corporation a written
statement of his good faith belief that he has met the standard of conduct
described in Section 1;
(b) the director furnishes the Corporation a written
undertaking, executed personally or on his behalf, to repay the advance if it is
ultimately determined that he did not meet the standard of conduct (which
undertaking shall be an unlimited general obligation of the director but need
not be secured and may be accepted without reference to financial ability to
make repayment); and
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case shall, at the option of the person claiming indemnification, be made by
special legal counsel agreed upon by the Board of Directors and such person.
4. Indemnification of Officers, Employees, Agents and
Others. Each officer and employee of the Corporation shall be entitled to
indemnification and advance expenses to the same extent as a director.
The Corporation may, to a lesser extent or to the same extent that the
Corporation is required to provide indemnification and make advances for
expenses to its directors, provide indemnification and make advances and
reimbursements for expenses to its agents, the directors, officers, employees
and agents of its subsidiaries and predecessor entities, and any person serving
any other legal entity in any capacity at the request of the Corporation, and
may contract in advance to do so. The determination that indemnification under
this paragraph is permissible, the authorization of such indemnification and the
evaluation as to the reasonableness of expenses in a specific case shall be made
as authorized from time to time by general or specific action of the Board of
Directors, which action may be taken before or after a claim for indemnification
is made, or as otherwise provided by law.
5. Insurance. The Corporation may purchase and maintain
insurance on behalf of an individual who is or was a director, officer, employee
or agent of the Corporation, or who, while a director, officer, employee or
agent of the Corporation, is or was serving at the request of the Corporation as
a director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, against liability asserted against or incurred by him in
that capacity or arising from his status as a director, officer, employee or
agent, whether or not the Corporation would have power to indemnify him against
the same liability under Section 1.
6. Application. Indemnity hereunder shall continue as to a
person who has ceased to have that capacity referred to above and shall inure to
the benefit of the heirs, executors and administrators of such a person.
DATED: June 1, 1994
/s/ James L. Weinberg
-------------------------
James L. Weinberg, Esquire
Incorporator
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COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
June 3, 1994
The State Corporation Commission has found the accompanying articles submitted
on behalf of
STANSLEY RACING CORP.
to comply with the requirements of law, and confirms payment of all related
fees.
Therefore, it is ORDERED that this
CERTIFICATE OF INCORPORATION
be issued and admitted to record with the articles of incorporation in the
Office of the Clerk of the Commission, effective June 3, 1994.
The corporation is granted the authority conferred on it by law in accordance
with the articles, subject to the conditions and restrictions imposed by law.
STATE CORPORATION COMMISSION
By /s/ T. V. Morrison Jr.
Commissioner
CORPACPT
CIS20423
94-06-02-0102