FORM B C A-47
BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE
SURE TO READ CAREFULLY THE INSTRUCTIONS
ON THE BACK THEREOF.
(THESE ARTICLES MUST BE FILED IN DUPLICATE)
STATE OF ILLINOIS, )
) ss.
COOK COUNTY )
TO ALAN J. DIXON, Secretary of State
The undersigned,
Address
Name Number Street City State
Jack Holcomb 55 East Monroe St., Suite 4100 Chicago , Illinois
being one or more natural persons of the age of twenty-one years or more or a
corporation, and having subscribed to shares of the corporation to be organized
pursuant hereto, for the purpose of forming a corporation under "The Business
Corporation Act" of the State of Illinois, do hereby adopt the following
Articles of Incorporation:
ARTICLE ONE
The name of the corporation hereby incorporated is: Tri-M, Inc.
ARTICLE TWO
The ADDRESS of its initial registered office in the State of Illinois is: 55 E.
Monroe St., Suite 4100, in the city of Chicago (60603) County of Cook and the
NAME of its initial Registered Agent at SAID ADDRESS is: Michael E. C. Moss
ARTICLE THREE
The duration of the corporation is: Perpetual
ARTICLE FOUR
The purpose or purposes for which the corporation is organized are:
To conduct a general manufacturing business, to design, produce,
manufacture, sell and distribute articles fabricated from metals,
woods, plastics and other substances or combinations thereof; to design
and product tools, dies, jigs, and fixtures, and to perform such other
similar or connected business as the corporation might from time to
time see fit to engage in;
To buy, sell, franchise, lease as lessor or lessee, own, use, convey,
and deal in and with goods, wares, merchandise and personal and real
property or any interest therein;
To acquire, own, use convey and otherwise dispose of and deal in real
property or any interest therein;
To engage in any lawful act or activities for which corporations may be
organized under the Illinois Business Corporation Act, relative to the
foregoing.
ARTICLE FIVE
PARAGRAPH 1: The aggregate number of shares which the corporation is authorized
to issue is 1,000, divided into One (1) classes. The designation of each class,
the number of shares of each class, and the par value, if any, of the shares of
each class, or a statement that the shares of any class are without par value,
are as follows:
Series Number of Par value per share or statement that shares
Class (If any) Shares are without par value
Common None 1,000 $1.00 par value
PARAGRAPH 2: The preferences, qualifications, limitations, restrictions and the
special or relative rights in respect of the shares of each class are:
none
ARTICLE SIX
The class and number of shares which the corporation proposes to issue
without further report to the Secretary of State, and the consideration
(expressed in dollars) to be received by the corporation therefor, are:
Total consideration to be
Class of Shares Number of shares received therefor:
Common 1,000 $1,000.00
ARTICLE SEVEN
The corporation will not commence business until at least one thousand
dollars has been received as consideration for the issuance of shares.
ARTICLE EIGHT
The number of directors to be elected at the first meeting of the
shareholders is: Three (3)
ARTICLE NINE
PARAGRAPH 1: It is estimated that the value of all property to be owned by the
corporation for the following year wherever located will be $__________
PARAGRAPH 2: It is estimated that the value of all property to be located within
the State of Illinois during the following year will be $__________
PARAGRAPH 3: It is estimated that the gross amount of business which will be
transacted by the corporation during the following year will be $__________
PARAGRAPH 4: it is estimated that the gross amount of business which will be
transacted at or from places of business in the State of Illinois during the
following year will be $__________
NOTE: If all the property of the corporation is to be located in this
State and all of its business is to be transacted as or from places of business
in this Tate, or if the incorporators elect to pay the initial franchise tax on
the basis of its entire stated capital and paid-in surplus, then the information
called from in Article Nine need not be stated.
/s/ Jack Holcomb ) Incorporators
--------------------------------
NOTE: There may be one or more incorporators. Each incorporator shall
be either a corporation, domestic or foreign, or a natural person of the age of
twenty-one years or more. If a corporation acts as incorporator, the name of the
corporation and state of incorporation shall be shown and the execution must be
by its President or Vice-President and verified by him, and the corporate seal
shall be affixed and attested by its Secretary or an Assistant Secretary.
OATH AND ACKNOWLEDGMENT
STATE OF ILLINOIS )
) ss.
COOK COUNTY )
I, THERESE COUGHLAN, A Notary Public, do hereby certify that on the 6th
day of July 1979 Jack Holcomb personally appeared before me being first duly
sworn by me acknowledged the signing of the foregoing document in the respective
capacities therein set forth and declared that the statement therein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year above written.
Place
(NOTARIAL SEAL) /s/ Therese Coughlan
-----------------------
Here) Notary Public
JIM EDGAR
Secretary of State
State of Illinois
ARTICLES OF AMENDMENT
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adopts these Articles of Amendment to its
Articles of Incorporation.
ARTICLE ONE The name of the corporation is ATWOOD INDUSTRIES, INC.(Note 1)
ARTICLE TWO The following amendment of the Articles of
Incorporation was adopted on May 19, 1987 in the
manner indicated below. ("X" one box only.)
/ / By a majority of the incorporation, provided no
directors were named in the articles of incorporation
and no directors have been elected; or by a majority
of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of
the time of adoption of this amendment; (Note 2)
/ / By a majority of the board of directors, in
accordance with Section 10.15, shares having been
issued but shareholder action bot being required for
the adoption of the amendment; (Note 3)
/ / By the shareholders, in accordance with Section
10.20, a resolution of the board of directors having
been duly adopted and submitted to the shareholders.
At a meeting of shareholders, not less than the
minimum number of votes required by statute and by
the articles of incorporation were voted in favor of
the amendment; (Note 4)
|X| By the shareholders, in accordance with Sections
10.20 and 7.10, a resolution of the board of
directors having been duly adopted and submitted to
the shareholders. A consent in writing has been
signed by shareholders having not less than the
minimum number of votes required by statute and by
the articles of incorporation. Shareholders who have
not consented in writing have been given notice in
accordance with Section 7.10; (Note 4)
/ / By the shareholders, in accordance with Sections
10.20 and 7.10, a resolution of the board of
directors have been duly adopted and submitted to the
shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this
amendment. (Note 4)
(INSERT AMENDMENT)
(any article being amended in required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is: RESOLVED,
that the Articles of Incorporation be amended to read as follows:)
- --------------------------------------------------------------------------------
(new Name)
All changes other than name include on page 2
(over)
PAGE 2
RESOLUTION
1. Present class of common stock consisting of 1,000 shares of authorized
stock have a par value of $1.00 per share is hereby deleted.
2. A new class of common stock is hereby created consisting of 3,000,000
shares of common stock without par value.
3. The 1,000 issued shares of the common stock deleted by resolution 1.
above shall be exchanged at the ratio of 1 share of $1.00 par value
common stock for 2,000 shares of the new no par value common stock, and
the $1.00 par value common stock so exchanged is cancelled.
ARTICLE THREE The manner, if not set forth in the amendment,
in which any exchange, reclassification or
cancellation of issued shares, or a reduction of the
number of authorized shares of any class below the
number of issued shares of that class, provided for
or effected by this amendment, is as follows: (If not
applicable, insert "No change")
One share of $1.00 par value common stock surrendered
for each 2,000 shares of no par value common stock
issued.
AMENDMENT FOUR (a) The manner, if not set forth in the
amendment, in which said amendment effects a change
in the amount of paid-in capital* is as follows: (IF
NOT APPLICABLE, INSERT "NO CHANGE")
no change
(b) The amount of paid-in capital* as changed by
this amendment is as follows: (IF NOT APPLICABLE,
INSERT "NO CHANGE")
no change
Before Amendment After Amendment
Paid-in Capital $_______________ $______________
The undersigned corporation has caused this statement to be signed by
its duly authorized officers, each of whom affirm, under penalties of perjury,
that the facts stated herein are true.
Dated: May 19, 1987 ATWOOD INDUSTRIES, INC.
attested by /s/ R. Steven Holdeman by /s/ John R. Henriksen
------------------------------ ----------------------------
R. Steven Holdeman, Secretary John R. Henriksen, President
* "Paid-in Capital" replaces the terms Stated Capital and Paid-in
Surplus and is equal to the total of these accounts.
-------------------
STATEMENT OF
CHANGE
OF REGISTERED AGENT
AND/OR REGISTERED
OFFICE
--------------------
1. CORPORATE NAME: ATWOOD INDUSTRIES, INC.
2. STATE OR COUNTRY OF INCORPORATION: ILLINOIS
3. Name and address of the registered agent and registered office as they
appear on the records of the office of the Secretary of State (before
change):
Registered Agent John R. Beuster
Registered Office 1400 Eddy Avenue
Rockford, Illinois 61103 Winnebago County
4. Name and address of the registered agent and registered office shall be
(after all changes herein reported):
Registered Agent Robert A. Pickering
Registered Office 4750 Hiawatha Avenue
Rockford, Illinois 61103-1298 Winnebago County
5. The address of the registered office and the address of the business
office of the registered agent, as changed, will be identical.
6. The above change was authorized by: ("X" one box only)
a. o By resolution duly adopted by the board of directors (Note 5)
b. o by action of the registered agent (Note 6)
NOTE: When the registered agent changes, the signatures of both president
and secretary are required.
7. (IF AUTHORIZED BY THE BOARD OF DIRECTORS, SIGN HERE. SEE NOTE 5)
The undersigned corporation has caused this statement to be signed by
its duly authorized officers, each of whom affirms, under penalties of perjury,
that the facts stated herein are true.
Dated: November 12, 1997 ATWOOD INDUSTRIES, INC.
attested by: /s/ Joseph A. Robinson by /s/ James O. Futterknecht, Jr.
---------------------------- ------------------------------------
Joseph A. Robinson, Secretary James O. Futterknecht, Jr., President
(If change of registered office by registered agent, sign here. See Note 6)
The undersigned, under penalties of perjury, affirms that the facts
stated herein are true.
Dated: ____________________, 19___ ________________________________________
(Signature of Registered Agent of Record)
NOTES
1. The registered office may, but need not be the same as the principal
office of the corporation. However, the registered office and the
office address of the registered agent must be the same.
2. The registered office must include a street or road address; a post
office box number alone is not acceptable.
3. A corporation cannot act as it sown registered agent.
4. If the registered office is changed from one county to another, then
the corporation must file with the recorder of deeds of the new county
a certified copy of the articles of incorporation and a certified copy
of the statement of change of registered office. Such certified copies
may be obtained ONLY from the Secretary of State.
5. Any change of REGISTERED AGENT must be by resolution adopted by the
board of directors. This statement must then be signed by the president
(or vice-president) and by the secretary (or an assistant secretary).
6. The registered agent may report a change of the REGISTERED OFFICE of
the corporation for which he or she is registered agent. When the agent
reports such a change, this statement must be signed by the registered
agent.