ARTICLES OF INCORPORATION
(PROFIT CORPORATION)
These Articles of Incorporation are signed and acknowledged by the incorporators
for the purpose of forming a corporation for profit under the provisions of Act
No. 327 of the Public Acts of 1931, as amended, as follows:
ARTICLE I.
The name of the corporation is MARK I MOLDED PLASTICS, INC.
ARTICLE II.
The purpose or purposes for which the corporation is formed are as follows:
(a). To engage in the business of purchasing, manufacturing, compounding,
refining, distributing, selling, importing, exporting, exploiting, using, and to
manufacture, compound, refine, distill, treat, prepare, analyze, synthesize,
produce and in every way deal in and with condensation and reaction products
yielding solids, pastes or solutions, resinous or otherwise, suitable as a basis
for plastics, coating and/or impregnating molding, injecting, compressing,
extruding compositions, cements, and the like, including processes of making
said condensation and reaction products, and including plastics, coating
compositions, cements, and the like containing said condensation and reaction
products as an essential and/or influential component and processes of making
same; including the manufacturing of articles and products from said
condensation and reaction products including without limitation thereof the
manufacturing by post forming, stamping, fabricating, laminating, transfer
molding, injection, compression, molding compositions made from said
condensation and reaction products; also lacquers and coating compositions or
adhesives made from said condensation and reaction products, also including the
processing and manufacturing of articles made from such molding compositions,
and to utilize plastics and plastic materials in any of the aforementioned
manners in conjunction with any other material or materials, and to manufacture,
process and otherwise work with, acquire, and dispose of products and/or
personal property of every class and description.
(b). To purchase, acquire, hold mortgage, pledge, hypothecate, loan money upon,
exchange, sell, assign, transfer, and otherwise deal in personal property and
real property of every kind, character, and description whatsoever and
wheresoever situated, and any interest therein.
(c). To apply for, obtain, purchase, take licenses in respect of or
otherwise acquire, and to hold, own, use, grant licenses in respect of,
manufacture under, sell, assign, mortgage, pledge or otherwise dispose of;
any and all inventions, devices, processes and any improvements and
modifications thereof; and any and all letters patent of the United States or
of any other country, state, territory, or locality, and all rights connected
therewith or appertaining thereunto; any and all copyrights granted by the
United States or any other country, state, territory, or locality; and any
and all trade-marks, trade-names, trade symbols and other indications of
origin and
ownership granted by or recognized under the laws of the United States or of
any other country, state, territory or locality.
(d). To acquire all or any part of the goodwill, rights, property and business
of any corporation, association, partnership, firm, trustee, syndicate,
combination, organization, other entity, or individual, domestic or foreign,
heretofore or hereafter engaged in any business, similar to the business of the
corporation or otherwise, and to pay for the same in cash or in shares of
obligations of the corporation or otherwise, and to hold, utilize, enjoy and in
any manner dispose of the whole or any part of the rights and property so
acquired, and to assume in connection therewith any liabilities of any such
corporation, association, partnership, firm, trustee, syndicate, combination,
organization, individual or other entity, domestic or foreign, and to conduct in
the State of Michigan and/or in any other state, territory, locality or country
the whole or any part of the business thus acquired, provided such business is
not prohibited by the laws of the State of Michigan.
Each purpose specified in any clause of paragraph contained in this Article II
shall be deemed to be independent of all other purposes herein specified and
shall not be limited or restricted by reference to or inference from the terms
of any other clause or paragraph of these Articles of Incorporation.
In general to carry on any business in connection therewith and incident thereto
not forbidden by the laws of the State of Michigan and with all the powers
conferred upon corporations by the laws of the State of Michigan.
ARTICLE III.
Location of the first registered office is:
410 SOUTH JACKSON STREET JACKSON JACKSON Michigan 49201
(No.) (Street) (City) (County) (Zip Code)
Post office address of the first registered office is:
410 SOUTH JACKSON STREET JACKSON Michigan 49201
(No. and Street or P.O. Box) (City) (Zip Code)
ARTICLE IV.
The name of the first resident agent is L.R. HOUMAN
ARTICLE V.
The total authorized capital stock is
{Preferred shs. _______________} {Par Value $________________}
(1) per share
{Common shs. 5,000 } {Par Value $ 10.00 }
{Book Value $______________}
per share
{Preferred __________________} {Price fixed for sale $_________}
and/or shs. of (2) no par value
{Common _____________________} {Book Value $______________}
per share
{Price fixed for sale $_________}
(3) A statement of all or any of the designations and the powers, preferences
and rights, and the qualifications, limitations or restrictions thereof is as
follows:
ARTICLE VI.
The names and places of residence or business of each of the incorporators and
the number and class of shares subscribed for by each are as follows: (Statute
requires one or more incorporators)
- --------------------------------------------------------------------------------
Name Residence or Business Address NUMBER OF SHARES
(No.) (Street) (City) (State) PAR STOCK NON-PAR STOCK
COMMON PREFERRED COMMON
- --------------------------------------------------------------------------------
PREFERRED
JACQUELINE RUMSEY ROUTE #3, HILLSDALE, MICHIGAN 363
DELL MAXSON ROUTE #2, PITTSFORD, MICHIGAN 187
JOSEPH FEIER LIVINGSTON, NJ 350
DUANE SELL BOX 108, BRYON, OHIO 1,500
HUBERT B. CLUNE BOX 390, BRYON, OHIO 1,500
CHARLES JAMESON 428 N.MAIN, ADRIAN, MICHIGAN 350
- --------------------------------------------------------------------------------
ARTICLE VII.
The names and addresses of the first board of directors are as follows:
(Statute requires at least three directors)
- ------------------------------------------------------------------------------
Name Residence or Business Address
(No.) (Street) (City) (State)
- ------------------------------------------------------------------------------
JACQUELINE RUMSEY 245 ASHTEWETTE BEACH, ROUTE #3, HILLSDALE, MICHIGAN
DELL MAXSON ROUTE #2, PITTSFORD, MICHIGAN
JOSEPH FEIER LIVINGSTON, NJ
DUANE SELL BOX 108, BRYON, OHIO
HUBERT B. CLUNE BOX 390, BRYON, OHIO
CHARLES JAMESON 428 N. MAIN STREET, ADRIAN, MICHIGAN
- ------------------------------------------------------------------------------
ARTICLE VIII.
The term of the corporate existence is perpetual.
(If term is for a limited number of years, then state the number of years
instead of perpetual.)
ARTICLE IX.
OPTIONAL. (Please delete Article IX if not applicable.)
Whenever a compromise or arrangement or any plan of reorganization of this
corporation is proposed between this corporation and its creditors or any class
of them or between this corporation and its shareholders or any class of them,
any court of equity jurisdiction within the state may on the application of this
corporation or of any creditor or any shareholder thereof, or on the application
of any receiver or receivers appointed for this corporation, order a meeting of
the creditors or class of creditors, or of the shareholders or class of
shareholders to be affected by the proposed compromise or arrangement or
reorganization to be summoned in such manner as said court directs. If a
majority in number representing three-fourths in value of the creditors or class
of creditors, or of the shareholders or class of shareholders to be affected by
the proposed compromise or arrangement or reorganization, agree to any
compromise or arrangement or to any reorganization of this corporation as a
consequence of such compromise or arrangement, said compromise or arrangement
and said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, or on all the shareholders or class of shareholders and also on this
corporation.
ARTICLE X.
(Here insert any desired additional provisions authorized by the Act.)
We, the incorporators, sign our names this 31ST day of JULY, 1968.
______________________________________________________________________________
/s/ Jacqueline Rumsey /s/ Dell Maxson
______________________________________________________________________________
/s/ Joseph Feier /s/ Duane Sell
______________________________________________________________________________
/s/ Hubert B. Clune /s/ Charles Jameson
______________________________________________________________________________
______________________________________________________________________________
STATE OF MICHIGAN ) (One or more of the parties signing must
acknowledge before the Notary)
) SS
COUNTY OF JACKSON )
On this 31ST day of JULY, 1968, before me personally appeared JACQUELINE
RUMSEY, JOSEPH FEIER, HUBERT B. CLUNE, DELL MAXSON, DUANE SELL AND CHARLES
JAMESON to me known to be the persons described in and who executed the
foregoing instrument, and acknowledged that they executed the same as their
free act and deed.
-------------------------------------------
(Signature of Notary)
/S/ L.R. HELMAN
-------------------------------------------
(Print or type name of Notary)
Notary Public for JACKSON County,
State of Michigan
My commission expires JULY 15, 1969
(Notarial seal required if acknowledgment taken
out of State)
CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
MARK I MOLDED PLASTICS, INC.
(Corporate Name)
a Michigan corporation, whose registered office is located at
410 SOUTH JACKSON STREET JACKSON JACKSON Michigan 49201
(No.) (Street) (City) (County) (Zip Code)
certifies pursuant to the provisions of Section 43 of Act No. 327 of the
Public Acts of 1931, as amended, that at a meeting of the SHAREHOLDERS
(Shareholders or members)
of said corporation called for the purpose of amending the articles of
incorporation, and held on the 3RD day of NOVEMBER, 1969, it was resolved
by the vote of
(the holders of two-thirds of the shares) of each class entitled to vote and
by
(two-thirds of the shares) of each class whose rights, privileges or preferences
are changed, that
Article No. V of the Articles of Incorporation is amended to read as
follows. viz.:
ARTICLE V
(Any article being amended is required to be set forth in its entirety.)
The total authorized capital stock is
(1) Common Shares, Class "A", 50,000 . . . . . . . .Par Value $1.00 per share
Common Shares, Class "B", 20,000. . . . . . . . .Par Value $1.00 per share
(2) A statement of all or any of the designations and the powers, preferences
and rights, and the qualifications, limitations or restrictions thereof is as
follows:
Class "A" stock shall be subject to the following restriction:
No stockholder, his executor, administrator, or other legal representative
shall sell, assign, transfer or otherwise dispose of any share or shares of
the stock of this corporation unless said share or shares of stock shall
have been offered for sale to the other stockholder or stockholders at a
price per share as established by the stockholders at their last annual
meeting; and the other stockholder or stockholders shall have the right to
purchase the same by the payment of such book value at any time within
thirty (30) days after receipt of written notice of said offer. If there
is more than one other stockholder, such offer shall be to sell to each of
them the same proportion of the shares offered as the number of shares held
by him bears to the total number of shares held by all stockholders to whom
the offer is made. In the event that the other stockholder or stockholders
do not within thirty (30) days after receipt of the notice of said offer,
accept same, the share or shares shall next be offered for sale to the
corporation at a price per share as established by the stockholders at
their last annual meeting, and the corporation shall have the right to
purchase the same with any funds legally available for the purpose, by the
payment of such amount at any time within thirty (30) days after receipt of
written notice of said offer. In the event of any dispute, the matter
shall be referred to the American Arbitration Association for binding
arbitration. In the event of the failure or refusal of the stockholder or
stockholders and the corporation to purchase the shares in the manner set
forth above, then, in that event, the stockholder shall be free and have
the unrestricted right to dispose of his shares in any manner available to
him. Notwithstanding the foregoing, the shares of Hubert B. Clune and/or
Duane Sell shall be first offered to the other, upon the same terms as set
forth above, and upon the expiration of the thirty (30) day offering
period, any of such shares not purchased by the offeree shall be then
offered to the remaining shareholder and then, in turn, to the corporation,
and then to third parties in the same manner and upon the same terms as set
forth above.
Class "B" stock shall be subject to the following restriction:
Class "B" stock shall be issued only to employees of Mark I Molded
Plastics, Inc., and in the event of the termination of employment of said
employee stockholder, for any reason whatsoever, on or before five (5)
years from date of issuance, the shares must be resold to the Company by
the stockholder, and the Company must repurchase said shares at the price
per share established by the stockholders at their last annual meeting,
with said price to be no less than that paid by the employee stockholder,
and, in the event of said shareholder employee's failure to so do, then, in
that event, the Secretary of the Company shall cancel said certificate and
the shares represented thereby upon the books and records of the Company,
and shall forward to said shareholder employee, at his last known address,
payment therefore, computed as set forth above. After the expiration of
the said five (5) year period, said shares shall bear the same restriction
as that of Class "A" stock, as follows:
No stockholder, his executor, administrator, or other legal representative
shall sell, assign, transfer or otherwise dispose of any share or shares of
the stock of this corporation unless said share or shares of stock shall
have been offered for sale to the other stockholder or stockholders at a
price representing the price per share as established by the stockholders
at their last annual meeting; and the other stockholder or stockholders
shall have the right to purchase the same by the payment of such book value
at any time within thirty (30) days after written notice of said offer. If
there is more than one other stockholder, such offer shall be to sell to
each of them the same proportion of the shares offered as the number of
shares held by him bears to the total number of shares by all stockholders
to whom the offer is made. In the event that the other stockholder or
stockholders do not within thirty (30) days after receipt of the notice of
said offer, accept same, the share or shares shall next be offered for sale
to the corporation at a price per share as established by the stockholders
at their last annual meeting, and the corporation shall have the right to
purchase the same with any funds legally available for the purpose, by the
payment of such amount at any time within thirty (30) days after receipt of
written notice of said offer. In the event of any dispute, the matter
shall be referred to the American Arbitration Association for binding
arbitration. In event of the failure or refusal of the stockholder or
stockholders and the corporation to purchase the shares in the manner set
forth above, then, in that event, the stockholder shall be free and have
the unrestricted right to dispose of his shares in any manner available to
him. Notwithstanding the foregoing, the shares of Hubert B. Clune and/or
Duane Sell shall be first offered to the other, upon the same terms as set
forth above, and upon the expiration of the thirty (30) day offering
period, any of such shares not purchased by the offeree shall be then
offered to the remaining shareholder and then, in turn, to the corporation,
and then to third parties in the same manner and upon the same terms as set
forth above. Class "B" shareholders shall possess no preemptive rights.
NOTE: Sec. 43, amended by Act 155, P.A. 1953, provides:
Signed on APRIL 16, 1970.
Affix Corporate Seal Here MARK I. MOLDED PLASTICS, INC.
(Corporate Name)
By: /s/ HUBERT B. CLUNE
-----------------------------------------
(President or Vice-President)
/s/ JACQUELINE RUMSEY
-----------------------------------------
(Secretary or Assistant Secretary)
STATE OF MICHIGAN )
) SS
COUNTY OF JACKSON )
On this 16TH day of APRIL, 1970, before me appeared
HUBERT B. CLUNE AND JACQUELINE RUMSEY to me personally known, who,
(Name of President or Vice-President)
being by me duly sworn, did say that he is the president of
MARK I MOLDED PLASTICS, INC. which executed the foregoing instrument, and that
(Corporate Name)
*[the seal affixed to said instrument is the corporate seal of said corporation,
and that] said instrument was signed *[and sealed] in behalf of said corporation
by authority of its board of directors, and said officer acknowledged said
instrument to be the free act and deed of said corporation.
* If corporation has no seal strike out the words in brackets and add at end of
acknowledgment the following: "and that said corporation has no corporate
seal."
/s/ BEVERLY R. BULEMBA
------------------------------------
(Signature of Notary)
Notary Public for JACKSON County, State
of Michigan
My Commission expires June 30, 1973
(Notarial seal required if
acknowledgment taken out of State)
(For Use by Domestic Corporations)
CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
MARK I MOLDED PLASTICS, INC.
(Name of Corporation)
The undersigned corporation executes the following Certificate of Amendment to
its Articles of Incorporation pursuant to the provisions of Section 631, Public
Acts of 1972:
1. The name of the corporation is MARK I MOLDED PLASTICS, INC.
The location of the registered office is
410 SOUTH JACKSON STREET JACKSON Michigan 49201.
(No. and Street) (Town or city) (Zip Code)
2. The following amendment to the Articles of Incorporation was adopted by the
shareholders of the corporation in accordance with Subsection (2) of
Section 611, Act 284, Public Acts of 1972, on the 10TH day of APRIL, 1973.
Resolved, that Article V of the Articles of Incorporation be amended to read
as follows: (Any article being amended is required to be set forth in its
entirety.)
The total authorized capital stock is:
(1) Common Shares, Class "A", 50,000 . . . . . .Par Value $1.00 per share
Common Shares, Class "B", 20,000 . . . . . .Par Value $1.00 per share
(2) A statement of all or any of the designations and the powers,
preferences and rights, and the qualifications, limitations or
restrictions thereof is as follows:
Class "A" stock shall be subject to the following restriction: NONE
Class "B" stock shall be subject to the following restriction:
Class "B" stock shall be issued only to employees of Mark I Molded
Plastics, Inc., and, in the event of the termination of employment of
said employee stockholder, for any reason whatsoever, on or before
five (5) years from date of issuance, the shares must be resold to the
Company by the stockholder, and the Company must repurchase said
shares at the price per share established by the stockholders at their
last annual meeting, with said price to be no less than that paid by
the employee stockholder, and, in the event of said shareholder
employee's failure to so do, then, in that event, the Secretary of the
company shall cancel said certificate and the shares represented
thereby upon the books and records of the Company and shall forward to
said shareholder employee, at his last known address, payment
therefore computed as set forth above. After the expiration of the
said five (5) year period, said shares shall bear the same restriction
as that of Class "A" stock, as follows: NONE.
3. The necessary number of shares as required by statute were voted in favor
of the amendment.
Dated this 10TH day of APRIL, 1973.
MARK I MOLDED PLASTICS, INC.
-----------------------------------------
(Corporate Name)
By: /s/ DUANE SELL
-----------------------------------------
(Signature)
Vice President and Treas.
-----------------------------------------
(Type or Print Name and Title)