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EXHIBIT 3.9
AMENDED ARTICLES OF INCORPORATION
OF
SCHULTZ COMPANY
The amended Articles of Incorporation are as follows:
ARTICLE I
The name of the Corporation is Schultz Company.
ARTICLE II
The address, including street and number, if any, of the Corporation's
initial registered office in this State is 13260 Corporate Exchange Drive,
Bridgeton, Missouri 63044, and the name of its initial registered agent at such
address is James J. Scheetz.
ARTICLE III
The aggregate number, class and par value, if any, of shares which
the Corporation shall have authority to issue shall be Thirty Thousand (30,000)
shares of Common Stock having a par value of One Dollar ($1.00) per share.
ARTICLE IV
No shareholder of the Corporation shall have any preemptive right to
acquire any shares of any class of stock of this Corporation, whether now or
hereafter authorized, or any securities or obligations (including, but not
limited to, securities or obligations convertible into any class of stock issued
by this Corporation), whether issued or sold for cash, property, services or
otherwise.
ARTICLE V
The name and address of the original incorporators are Jacob Schultz,
6909 Washington Avenue, University City, Missouri, Abraham Y. Schultz, 2329
S. Kingshighway, St. Louis, Missouri, Harry Schultz, 530 Purdue Avenue,
University City, Missouri and Marvin Saks, 6909 Washington Avenue, University
City, Missouri.
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ARTICLE VI
The number of directors to constitute the first Board of Directors
shall be Three (3), who need not be a shareholders. Thereafter, the number of
directors to constitute the Board of Directors shall be fixed by, or in the
manner provided in, the By-Laws of the Corporation, and any change in the number
will be reported to the Missouri Secretary of State within thirty (30) calendar
days of such change.
ARTICLE VII
In all elections of directors, each shareholder entitled to vote shall
have the right to cast only as many votes as shall equal the number of shares
held by the shareholder in the Corporation. There shall be no right to
cumulative voting in election of directors.
ARTICLE VIII
The duration of the Corporation is perpetual.
ARTICLE IX
The Corporation is formed to engage in any lawful business.
ARTICLE X
The Corporation undertakes to provide indemnity pursuant to the
provisions of this Article X:
(1) NATURE OF INDEMNITY. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he, or a person of whom
he is the legal representative, is or was a director or officer, of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, fiduciary, or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless by the Corporation to the fullest extent which it is empowered to
do so unless prohibited from doing so by the General and Business Corporation
Law of Missouri, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to
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provide broader indemnification rights than said law permitted the Corporation
to provide prior to such amendment) against all expense, liability and loss
(including attorneys' fees actually and reasonably incurred by such person in
connection with such proceeding) and such indemnification shall inure to the
benefit of his heirs, executors and administrators; provided, however, that,
except as provided in subsection 2 hereof, the Corporation shall indemnify any
such person seeking indemnification in connection with a proceeding initiated by
such person only if such proceeding was authorized by the board of directors of
the Corporation. The right to indemnification conferred in this Article X shall
be a contract right and, subject to subsections 2 and 5 hereof, shall include
the right to be paid by the Corporation the expenses incurred in defending any
such proceeding in advance of its final disposition. The Corporation may, by
action of its board of directors, provide indemnification to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.
(2) PROCEDURE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS. Any
indemnification of a director or officer of the Corporation under subsection 1
of this Article X or advance of expenses under subsection 5 of this Article X
shall be made promptly, and in any event within thirty (30) days, upon the
written request of the director or officer. If a determination by the
Corporation that the director or officer is entitled to indemnification pursuant
to this Article X is required, and the Corporation fails to respond within sixty
(60) days to a written request for indemnity, the Corporation shall be deemed to
have approved the request. If the Corporation denies a written request for
indemnification or advancing of expenses, in whole or in part, or if payment in
full pursuant to such request is not made within thirty (30) days, the right to
indemnification or advances as granted by this Article X shall be enforceable by
the director or officer in any court of competent jurisdiction. Such person's
costs and expenses incurred in connection with successfully establishing his
right to indemnification, in whole or in part, in any such action shall also be
indemnified by the Corporation. It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any, has been tendered to the Corporation) that the
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claimant has not met the standards of conduct which make it permissible under
the General and Business Corporation Law of Missouri for the Corporation to
indemnify the claimant for the amount claimed, but the burden of such defense
shall be on the Corporation. Neither the failure of the Corporation (including
its board of directors, independent legal counsel, or its shareholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he has
met the applicable standard of conduct set forth in the General and Business
Corporation Law of Missouri, nor an actual determination by the Corporation
(including its board of directors, independent legal counsel, or its
shareholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
(3) ARTICLE NOT EXCLUSIVE. The rights to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article X shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the articles of incorporation, by-law, agreement, vote of
shareholders or disinterested directors or otherwise.
(4) INSURANCE. The Corporation may purchase and maintain insurance
on its own behalf and on behalf of any person who is or was a director, officer,
employee, fiduciary, or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in any such
capacity, whether or not the Corporation would have the power to indemnify such
person against such liability under this Article X.
(5) EXPENSES. Expenses incurred by any person described in
subsection 1 of this Article X in defending a proceeding shall be paid by the
Corporation in advance of such proceeding's final disposition unless otherwise
determined by the board of directors in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the Corporation. Such expenses incurred by
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other employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.
(6) EMPLOYEES AND AGENTS. Persons who are not covered by the
foregoing provisions of this Article X and who are or were employees or agents
of the Corporation, or who are or were serving at the request of the Corporation
as employees or agents of another corporation, partnership, joint venture, trust
or other enterprise, may be indemnified to the extent authorized at any time or
from time to time by the board of directors.
(7) CONTRACT RIGHTS. The provisions of this Article X shall be
deemed to be a contract right between the Corporation and each director or
officer who serves in any such capacity at any time while this Article X and the
relevant provisions of the General and Business Corporation Law of Missouri or
other applicable law are in effect, and any repeal or modification of this
Article X or any such law shall not affect any rights or obligations then
existing with respect to any state of facts or proceeding then existing.
(8) MERGER OR CONSOLIDATION. For purposes of this Article X,
references to the "Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under this Article X
with respect to the resulting or surviving corporation as he or she would have
with respect to such constituent corporation if its separate existence had
continued.
ARTICLE XI
At any time or times before the Corporation has received any payment
for any of its shares, the Board of Directors may adopt amendments to the
Articles of Incorporation by executing and
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verifying a certificate of amendment as provided by The General and Business
Corporation Law of Missouri. After the Corporation has received payment for any
of its shares, amendments to the Articles of Incorporation shall be made in the
manner prescribed by The General and Business Corporation Law of Missouri. The
power to make, alter, amend, or repeal the By-Laws of the Corporation shall be
vested in the Board of Directors.
The Board of Directors shall have and exercise such further powers as
are provided it under present or future laws of the State of Missouri.
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