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EXHIBIT 3.14
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ARTICLES OF INCORPORATION
OF
REX MATHEWS, LTD.
KNOW ALL MEN BY THESE PRESENTS:-
That we, the undersigned, GEORGE A. EVANS, MARION A. YOUNGERS and
EDWARD W. MENTZER, have this day voluntarily associated ourselves together for
the purpose of establishing a corporation under the laws of the State of Nevada,
and we do hereby certify:
FIRST: The name of this corporation is
REX MATHEWS, LTD.
SECOND: The principal office in the State of Nevada is located at 195
South Sierra Street, Fifth Floor, Reno, Washoe County, Nevada.
THIRD: The nature of the business, or objects or purposes proposed to
be transacted, promoted or carried on, are:
(a) To carry on any lawful business.
FOURTH: The amount of the total authorized capital stock of the
corporation is $25,000.00, consisting of 25,000 shares of stock of the par value
of $1.00 per share. The shares of capital stock of this corporation shall all be
classified as common shares and the common shares shall have full voting rights,
one vote to each such share.
FIFTH: The members of the governing board shall be known as Directors
and the number thereof shall be no less than
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three (3) nor more than seven (7), the exact number to be fixed by the By-Laws
of the corporation; provided that the number so fixed by the By-Laws may be
increased or decreased within the limit above specified from time to time by the
By-Laws.
SIXTH: The names and addresses of the first Board of Directors are as
follows:
George A. Evans 968 East Circle Drive
Milwaukee, Wisconsin 53217
William Sivyer 8964 North Fielding Road
Milwaukee, Wisconsin 53217
W. D. Peppard 40 Fairview Circle
Chico, California 95926
SEVENTH: The common stock, after the amount of the par value has been
paid in, shall be subject to no further assessment to pay debts of the
corporation.
EIGHTH: The names and post office addresses of each of the
incorporators signing these Articles of Incorporation are as follows:
George A. Evans 968 East Circle Drive
Milwaukee, Wisconsin 53217
Marion A. Youngers 19110 Timberline Drive
Waukesha, Wisconsin 53186
Edward W. Mentzer 3340 Tall Oaks Drive
Brookfield, Wisconsin 53005
NINTH: Both stockholders and directors shall have power, if the
By-Laws so provide, to hold their meetings and to have one or more offices
within or without the State of Nevada, and to keep the books of this corporation
(subject to the requirements
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of the statutes), outside of the State of Nevada, at such places as may
from time to time be designated by the Board of Directors.
TENTH: This corporation shall have perpetual existence.
ELEVENTH: This corporation reserves the right to amend, alter, change
or repeal any provision contained in these Articles of Incorporation, in the
manner now or hereafter prescribed by statute. All rights conferred upon
stockholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, we have hereunto affixed our signatures this
[ILLEGIBLE] day of [ILLEGIBLE], 1970.
/s/ George A. Evans
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George A. Evans
/s/ Marion A. Youngers
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Marion A. Youngers
/s/ Edward W. Mentzar
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Edward W. Mentzar
STATE OF WISCONSIN
COUNTY OF [ILLEGIBLE]. ss.
On this [ILLEGIBLE] day of [ILLEGIBLE], 1970, personally appeared
before me, a Notary Public, GEORGE A. EVANS, MARION A. YOUNGERS and
EDWARD W. MENTZER, who acknowledged that they executed the above instrument.
[ILLEGIBLE]
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Notary Public
[ILLEGIBLE]
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
REX MATHEWS, LTD., a corporation organized under the laws of the State
of Nevada, by its president and secretary does hereby certify:
1. That the board of directors of said corporation, by unanimous
consent, on the 31st day of January, 1973, passed a resolution declaring that
the following change and amendment in the articles of incorporation is
advisable.
RESOLVED that article First of said articles of incorporation be
amended to read as follows: "FIRST: The name of this corporation is
REXNORD, LTD."
2. That the number of shares of the corporation outstanding and
entitled to vote on an amendment to the articles of incorporation is twenty-five
thousand; that the said change and amendment has been connected to and
authorized by the written consent of stockholders holding at least a majority of
each class of stock outstanding and entitled to vote thereon.
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IN WITNESS WHEREOF, the said REX MATHEWS, LTD. has caused this
certificate to be signed by its president and its secretary and its corporate
seal to be hereto affixed this 31st day of January, 1973.
REX MATHEWS, LTD.
By /s/ G. H. Woodland
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G. H. Woodland, President
By /s/ E. W. Mentzar
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E. W. Mentzar, Secretary
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STATE OF WISCONSIN )
) ss:
COUNTY OF MILWAUKEE )
On January 31, 1973, personally appeared before me, a Notary Public,
G. H. WOODLAND and E. W. MENTZER, who acknowledged that they executed the above
instrument.
[ILLEGIBLE]
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Notary Public, State of Wisconsin
My Commission Expires 1/13/74.
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