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Exhibit 3.3
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
AMF BOWLING PRODUCTS, INC.
Pursuant to Section 13.1-710 of the Virginia Stock Corporation Act, AMF Bowling
Products, Inc. (the "Corporation"), a Virginia corporation, files the following
Articles of Amendment with the Virginia State Corporation Commission:
1. NAME. The name of the corporation is AMF Bowling Products, Inc.
2. THE AMENDMENT. The amendment adds the following new Article VIII to the
Corporation's Articles of Incorporation:
VII.
Notwithstanding anything herein to the contrary, the Corporation shall
not be authorized to issue non-voting equity securities of any class,
series or other designation to the extent prohibited by Section 1123(a)(6)
of title 11 of the United States Bankruptcy Code (the "Bankruptcy Code");
provided, however, that the foregoing restriction shall (i) have no further
force and effect beyond that required under Section 1123(a)(6) of the
Bankruptcy Code, (ii) only have such force and effect so long as such
Section 1123(a)(6) is in effect and applies to the Corporation and (iii) be
deemed void or eliminated if required under applicable law.
3. BOARD ACTION. The sole director of the Corporation adopted the amendment
on December 13, 2001.
4. SHAREHOLDER ACTION. The sole shareholder of the Corporation adopted the
amendment on December 13, 2001.
Dated: February [ILLEGIBLE], 2002.
AMF BOWLING PRODUCTS, INC.
By: /s/ Christopher F. Caesar
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Name: Christopher F. Caesar
Title: Senior Vice President
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ARTICLES OF AMENDMENT OF
AMF BOWLING, INC.
1. The name of the corporation is AMF Bowling, Inc.
2. The First Article of the Articles of Incorporation of the company are
hereby amended so that said Article shall be and read in its entirety as
follows:
"1. The name of the corporation is AMF Bowling Products, Inc."
3. The foregoing amendment was adopted on August 19, 1997.
4 The foregoing amendment was adopted by the unanimous written consent of the
sole shareholder.
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The undersigned, as a proper officer of the company authorized to act on
behalf of the company, declares that the facts herein stated are true as of
August 19, 1997.
AMF Bowling, Inc.
By: /s/ Michael P. Bardaro
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Name: Michael P. Bardaro
Title: Vice President/Secretary
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ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF AMF BOWLING COMPANIES INC.
1. Article I of the Article of Incorporation of AMF Bowling Companies Inc is
amended to provide that the new name of the corporation as of July 1, 1988
is: AMF Bowling, Inc.
2. This Amendment does not provide for an exchange reclassification or
cancellation of shares.
3. ACTION BY DIRECTORS. By written consent of directors in lieu of a special
meeting dated June 21, 1988, all of the directors of the Corporation found
that the proposed amendment was in the best interest of the Corporation and
directed that it be submitted to the stockholders of the Corporation with
the request that they approve and adopt the same by signing a written
consent.
4. ACTION BY STOCKHOLDERS. By a written consent of all of the stockholders in
lieu of a special meeting dated June 21, 1988, the stockholders of the
Corporation approved and adopted the proposed amendment.
IN WITNESS WHEREOF, the undersigned President and Secretary of AMF Bowling
Companies Inc. have executed these Articles of Amendment this 1st day of July,
1988.
AMF BOWLING COMPANIES INC.
BY : /s/ Frank E. Genovese
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Frank E. Genovese, President
BY : /s/ Daniel M. McCormack
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Daniel M. McCormack, Secretary
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ARTICLES OF INCORPORATION
OF
AMF BOWLING COMPANIES INC.
I.
The name of the Corporation is AMF Bowling Companies Inc.
II.
The purpose for which the Corporation is formed is to transact any or all
lawful business, not required to be specifically stated in these Articles, for
which corporations may be incorporated under the Virginia Stock Corporation
Act, as amended from time to time.
III.
The number of shares which the Corporation shall have authority to issue
shall be 10,000 shares of the par value of $1.00 each.
IV.
The initial registered office shall be located at 707 E. Main Street, P.O.
Box 1535, in the City of Richmond, and the initial registered agent shall be
C. Porter Vaughan, III, who is a resident of Virginia and a member of the
Virginia State Bar, and whose business address is the same as the address of the
initial registered office.
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V.
The number of Directors constituting the initial Board of Directors shall
be three, and the names and addresses of the persons who are to serve as the
initial Directors are as follows:
William H. Goodwin, Jr.
President
Commonwealth Computer Advisors, Inc.
707 E. Main Street
Suite 1650
Richmond, Virginia 23219
James B. Farinholt, Jr.
President
Galleher & Company, Inc.
9 South Twelfth Street
Third Floor
Richmond, Virginia 23219
Frank E. Genovese
President
AMF Union Machinery, Inc.
2115 W. Laburnum Avenue
Richmond, Virginia 23221
VI.
(1) In this Article:
"Applicant" means the person seeking indemnification pursuant to this
Article.
"Expenses" includes counsel fees.
"Liability" means the obligation to pay a judgment, settlement,
penalty, fine, including any excise tax assessed with respect to an employee
benefit plan, or reasonable expenses incurred with respect to a proceeding.
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"Official capacity" means, (i) when used with respect to a director,
the office of director in the Corporation; or (ii) when used with respect to an
individual other than a director, the office in the Corporation held by the
officer or the employment or agency relationship undertaken by the employee or
agent on behalf of the Corporation. "Official capacity" does not include service
for any other foreign or domestic corporation or any partnership, joint venture,
trust, employee benefit plan, or other enterprise.
"Party" includes an individual who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.
"Proceeding" means any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative or investigative and
whether formal or informal.
(2) The Corporation shall indemnify any person who was or is a party to
any proceeding, including a proceeding by or in the right of the Corporation to
procure a judgment in its favor, by reason of the fact that he is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director, trustee, partner or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against any liability incurred by him in
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connection with such proceeding if (i) he believed, in the case of conduct in
his official capacity, that his conduct was in the best interests of the
Corporation, and in all other cases that his conduct was at least not opposed to
its best interests, and, in the case of any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful, and (ii) he was not guilty
of gross negligence or willful misconduct. A person is considered to be serving
an employee benefit plan at the Corporation's request if his duties to the
Corporation also impose duties on, or otherwise involve services by, him to the
plan or to participants in or beneficiaries of the plan. A person's conduct
with respect to an employee benefit plan for a purpose he believed to be in
the interests of the participants and beneficiaries of the plan is conduct that
satisfies the requirements of this section.
(3) The termination of any proceeding by judgment, order, settlement,
conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not of
itself create a presumption that the applicant did not meet the standard of
conduct described in Section (2) of this Article.
(4) Notwithstanding the provisions of section (2) of this Article: no
indemnification shall be made in connection with any proceeding charging the
applicant with improper benefit to himself, whether or not involving action in
his official capacity,
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in which he was adjudged liable on the basis that personal benefit was
improperly received by him.
(5) To the extent that the applicant has been successful on the merits or
otherwise in defense of any proceeding referred to in section (2) of this
Article, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses actually and reasonably incurred by him in
connection therewith.
(6) Any indemnification under section (2) of this Article (unless ordered
by a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the applicant is proper in
the circumstances because he has met the applicable standard of conduct set
forth in sections (2) and (4).
The determination shall be made:
(a) By the Board of Directors by a majority vote of a quorum
consisting of Directors not at the time parties to the proceeding;
(b) If a quorum cannot be obtained under subsection (a) of this
section, by majority vote of a committee duly designated by the Board of
Directors (in which designation Directors who are parties may participate),
consisting solely of two or more Directors not at the time parties to the
proceeding;
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(c) By special legal counsel:
(i) Selected by the Board of Directors or its committee in the
manner prescribed in subsection (a) or (b) of this section; or
(ii) If a quorum of the Board of Directors cannot be obtained
under subsection (a) of this section and a committee cannot be designated under
subsection (b) of this section, selected by majority vote of the full Board of
Directors, in which selection Directors who are parties may participate; or
(d) By the shareholders, but shares owned by or voted under the
control of Directors who are at the time parties to the proceeding may not be
voted on the determination.
Authorization of indemnification and evaluation as to reasonableness
of expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection (c)
of this section to select counsel.
(7) (a) The Corporation may pay for or reimburse the reasonable expenses
incurred by any applicant who is a party to a proceeding in advance of final
disposition of the proceeding if:
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(i) The applicant furnishes the Corporation a written statement
of his good faith belief that he has met the standard of conduct described in
sections (2) and (4);
(ii) The applicant 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; and
(iii) A determination is made that the facts then known to those
making the determination would not preclude indemnification under this Article.
(b) The undertaking required by paragraph (ii) of subsection (a) of
this section shall be an unlimited general obligation of the applicant but need
not be secured and may be accepted without reference to financial ability to
make repayment.
(c) Determinations and authorizations of payments under this section
shall be made in the manner specified in section (6).
(8) The Board of Directors is hereby empowered, by majority vote of a
quorum of disinterested Directors, to cause the Corporation to indemnify or
contract in advance to indemnify any person not specified in section (2) of this
Article who was or is a party to any proceeding, by reason of the fact that he
is or
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was an employee or agent of the Corporation, or is or was serving at the request
of the Corporation as an employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, to the same
extent as if such person were specified as one to whom indemnification is
granted in section (2). The provisions of sections (3) through (7) of this
Article shall be applicable to any indemnification provided hereafter pursuant
to this section (8).
(9) The Corporation may purchase and maintain insurance to indemnify it
against the whole or any portion of the liability assumed by it in accordance
with this Article and may also procure insurance, in such amounts as the Board
of Directors may determine, on behalf of any person who is or was a director,
officer, employee 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, employee benefit plan or other
enterprise, against any liability asserted against or incurred by him in any
such capacity or arising from his status as such, whether or not the
Corporation would have power to indemnify him against such liability under the
provisions of this Article.
(10) Every reference herein to directors, officers, employees or agents
shall include former directors, officers, employees and agents and their
respective heirs, executors and
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administrators. The indemnification hereby provided and provided hereafter
pursuant to the power hereby conferred on the Board of Directors shall not be
exclusive of any other rights to which any person may be entitled, including any
right under policies of insurance that may be purchased and maintained by the
Corporation or others, with respect to claims, issues or matters in relation to
which the Corporation would not have the power to indemnify such person under
the provisions of this Article.
Dated: August 26, 1986
/s/ Laurel E. Williams
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Incorporator
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