Exhibit 3.5
ARTICLES OF INCORPORATION
OF
J. L. FRENCH CORPORATION
Executed by the undersigned, natural person over the age of twenty-one
years, for the purpose of forming a Wisconsin corporation under Chapter 180
of the Wisconsin Statutes:
ARTICLE I -- NAME
-----------------
The name of the corporation shall be J. L. FRENCH CORPORATION.
ARTICLE II -- TERM
------------------
The period of existence shall be perpetual.
ARTICLE III -- PURPOSE
----------------------
The purpose shall be to engage in any lawful business or purpose
whatever for which corporations may be organized under the Wisconsin
Business Corporation Law, Chapter 180 of the Wisconsin Statutes.
ARTICLE IV -- SHARES
--------------------
The number of shares which it shall have authority to issue,
itemized by classes, par value of shares, shares without par value, and
series, if any, within a class, is:
CLASS NUMBER OF SHARES PAR VALUE PER SHARES
----- ---------------- ---------------------
Common 1,250 Shares are without par value
ARTICLE V -- INITIAL OFFICE
---------------------------
Address of initial registered office is 602 North 6th Street,
Sheboygan, Wisconsin, 53081.
ARTICLE VI -- NAME OF AGENT
---------------------------
Name of initial registered agent at said address is
ARTICLE VII -- DIRECTORS
------------------------
The number of directors constituting the initial board of directors
shall be three. Thereafter the number may be fixed by law but shall not be
less than three.
ARTICLE VIII -- INCORPORATORS
-----------------------------
The name and address of the incorporator is
Name Address
---- -------
James L. French 1132 North 5th Street,
Sheboygan, Wisconsin 53081
ARTICLE IX -- AMENDMENTS
------------------------
These articles may be amended in the manner authorized by law at
the time of amendment.
Executed in duplicate on the 5th day of August, 1968
/s/ JAMES L. FRENCH
---------------------------------------
James L. French
STATE OF WISCONSIN )
) ss.
SHEBOYGAN COUNTY )
Personally came before me this 5th day of August, 1968, the above
named James L. French to me known to be the person who executed the foregoing
instrument and acknowledged the same.
/s/ Alvin R. Kloet
---------------------------------------
Notary Public, Sheboygan Co.,
Wisc.
My Commission is Permanent.
ORIGINAL
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
ARTICLES OF INCORPORATION
OF
J. L. FRENCH CORPORATION
- -------------------------------------------------------------------------------
STATE OF WISCONSIN
DEPARTMENT OF STATE
FILED
AUG 14 1968
ROBERT C. ZIMMERMAN
SECRETARY OF STATE
$40.00
- -------------------------------------------------------------------------------
LAW OFFICES
OLSEN & KLOET
602 NORTH 6TH STREET
SHEBOYGAN, WISCONSIN
ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
J. L. FRENCH CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that the sole shareholder of J. L. FRENCH
CORPORATION, a corporation organized under the laws of the State of
Wisconsin, at a special meeting of such shareholders held and convened on
April 6, 1985, pursuant to the Articles of Incorporation and By-Laws of the
corporation, adopted the following amendment to the Articles of Incorporation
of J. L. French Corporation:
RESOLUTION
"BE IT RESOLVED: that ARTICLE VII of the Articles of Incorporation be
and the same hereby is amended to read as follows:
ARTICLE VII - DIRECTORS
The number of directors may be fixed from time to time by the By-Laws
but shall not be less than the minimum number allowed by Wisconsin
Law.
The number of shares of the corporation outstanding and the number of
shares entitled to vote thereon at the time of the adoption of such amendment
was 500 common shares, no par value. Of such shares, five hundred (500)
shares were present and represented at such meeting, and all of such common
shares voted for and none against such amendment, such vote being the
affirmative vote of the majority of the shares of the corporation issued and
outstanding and entitled to vote thereon.
The Original Articles of Incorporation were recorded in Volume 550 of
Records on pages 190 3, on the 16th day of August, 1968 at 9:07 A.M. in the
office of the Register of Deeds for Sheboygan County, Wisconsin as Document
Number 905435.
IN WITNESS WHEREOF, we, James L. French, President, and Mary Lou French,
Secretary, of J. L. French Corporation have hereunto affixed our signatures
and have caused the seal of the corporation to be hereunto affixed at
Sheboygan, Sheboygan County, Wisconsin, this 6th day of April, 1985.
/s/ James L. French
--------------------------------------
JAMES L. FRENCH President
[CORPORATE SEAL]
/s/ Mary Lou French
--------------------------------------
MARY LOU FRENCH Secretary
This instrument was drafted by:
Atty. Alvin R. Kloet
Amendment
- ---------
Change directors provision
Return recorded document to:
Atty. Alvin R. Kloet
Chase, Olsen, Kloet & Gunderson [STAMP]
392 North 6th Street
Sheboygan, Wisconsin 53081
AMENDMENT TO ARTICLES OF INCORPORATION
--------------------------------------
OF
--
J. L. FRENCH CORPORATION
------------------------
RESOLVED, That the Articles of Incorporation be amended to provide for
two classes of Common shares of stock and one class of Preferred shares of
stock and, accordingly, "ARTICLE IV - SHARES" of the Articles of
Incorporation of J. L. FRENCH CORPORATION be and the same hereby is amended
to read as follows:
"ARTICLE IV - SHARES
-------------------
"The capital shares of this Corporation shall be as follows:
"(1) COMMON SHARES. There shall be two (2) classes of Common Shares:
(a) Class "A" VOTING Common Shares; and
(b) Class "B" NON-VOTING Common Shares.
The Class "A" and Class "B" Common Shares shall be identical in all
respects, except that the holders of Class "B" Common Shares shall have
no voting power for any purpose whatsoever, except as specifically
provided herein, and the holders of Class "A" Common Shares shall, to the
exclusion of the holders of Class "B" Common Shares, have full voting
power for all purposes. The aggregate number of Common Shares which the
Corporation shall have authority to issue is 30,000 shares without par
value, consisting of:
"(i) 10,000 shares designated 'Class "A" Voting Common Shares';
and
"(ii) 20,000 shares designated 'Class "B" Non-Voting Common
Shares'.
"(iii) The following rights, privileges, and limitations shall
attach to the Class "B" Non-Voting Common Shares: Class "B"
Non-Voting Common Shareholders shall be permitted to vote along with
Class "A" Voting Common Shareholders on any provision to allow
Preferred Shares to be converted into Class "B" Non-Voting Shares;
and Class "B" Non-Voting Common Shareholders shall be permitted to
vote along with Class "A" Voting Common Shareholders on any
provision to allow Preferred Shares to be converted into Class "A"
Voting Common Shares.
"(2) PREFERRED SHARES. In addition to the above Common Shares, there
shall be one class of Preferred Shares. The aggregate number of Preferred
Shares which this Corporation shall have authority to issue is 10,000
shares, having a par value of Five Hundred Dollars ($500.00) per share.
The following is a description of the powers, preferences, and rights and
the restrictions, qualifications, and limitations of the Preferred Stock
authorized above:
"(a) The Board of Directors may, except as otherwise provided
below, by resolution from time to time classify or reclassify and
issue in one or more series any unissued shares of Preferred Stock
and may fix or alter in one or more respects, from time to time
before reissuance of such shares, the number and designation of any
series or classification, liquidation and dividend rights,
preference rights, redemption rights, conversion rights, and any
other rights, restrictions and qualifications of and the terms of
any purchase, retirement, or sinking fund which may be provided for
such shares of Preferred Stock.
"(b) The Preferred Shares of the Corporation shall be
non-voting shares.
"(c) No holder of stock of the Corporation shall be entitled as
a matter of right preemptive or otherwise, to subscribe for or
purchase any part of any Preferred Stock now or hereafter authorized
to be issued, or shares thereof, held in the treasury of the
Corporation, whether issued for cash or other consideration or by
way of dividend or otherwise.
"(d) In the event of any voluntary or involuntary liquidation,
dissolution, or winding up of the affairs of the Corporation, the
holders of the Preferred Stock shall be entitled to receive Five
Hundred Dollars ($500.00) in cash for each share thereof, together
with an amount in cash equal to any declared dividends thereon to
the date of such payment, before any distribution of the assets of
the Corporation shall be made to the holders of Common Stock. After
such payment shall have been made in full to the holders of the
outstanding Preferred Stock or funds necessary for such payment
shall have been set aside in trust for the account of
-2-
the holders of the outstanding Preferred Stock so as to be and continue
available therefor, the holders of the outstanding Preferred Stock shall be
entitled to no further participation in such distribution of the assets of
the Corporation and the remaining assets of the Corporation shall be
divided and distributed among the holders of the Common Stock then
outstanding according to their respective shares. If, upon such
liquidation, dissolution, or winding up, the assets of the Corporation
distributable as aforesaid among the holders of the Preferred Stock shall
be insufficient to permit the payment to them of said amount, the entire
assets shall be distributed ratably among the holders of the Preferred
Stock. A consolidation or merger of the Corporation, a sale or transfer of
all or substantially all of its assets as an entirety, or any purchase or
redemption of stock of the Corporation of any class, shall not be regarded
as a "liquidation, dissolution, or winding up of the affairs of the
Corporation" within the meaning of this paragraph.
"(e) The holders of record of Preferred Stock shall be entitled to
receive, when and as declared from the surplus only by the Board of
Directors, non-cumulative cash dividends at the rate of, but never
exceeding, Twelve Percent (12%) per annum per share for the fiscal year
ending with July 31, 1989, and for each and every fiscal year thereafter,
payable each year after the annual meeting of the Corporation in preference
and priority to any payment for and any dividends upon the Class "A" Voting
Common Shares and Class "B" Non-Voting Common Shares for such fiscal year;
and, if such surplus of any fiscal year is not sufficient to pay a
dividend of Twelve Percent (12%) per annum per share on said Preferred
Shares, then such dividend declared by the Board of Directors may be paid
thereon as such surplus of such fiscal year will suffice to pay.
"After the full Twelve Percent (12%) dividend on the Preferred
Shares for such fiscal year has been paid or declared and a sum sufficient
for the payment thereof set apart, dividends on the Class "A" Voting Common
Shares and Class "B" Non-Voting Common Shares may be paid
-3-
out of the remainder of the surplus available therefor.
"(f) Such other preferences, limitations, and relative rights as
the Board of Directors may require at the time of issuance, but such
provisions shall be set forth on the stock certificates and may not be
changed without reissuing such stock with the consent of the holder
thereof."
----------------------------------------------------------
The undersigned officers of J.L. FRENCH CORPORATION, a Wisconsin
corporation with registered office in Sheboygan County, Wisconsin, CERTIFY:
The foregoing amendment of the articles of incorporation of said
corporation was consented to in writing by the holders of all shares entitled
to vote with respect to the subject matter of said amendment, duly signed by
said shareholders or in their names by their duly authorized attorneys.
Executed in duplicate and seal affixed this 21st day of December 1987.
/s/ James L. French
-----------------------------------
JAMES L. FRENCH, President
(SEAL)
/s/ Mary Lou French
-----------------------------------
MARY LOU FRENCH, Secretary
This document was drafted by:
Attorney Alexander Hopp
-4-
$12 Sheboygan
Amendment
---------
Increase authorized shares from: 1,250 Shares Common N.P.O.
To: 10,000 Shares Class A Voting Common Shares N.P.O.
20,000 Shares Class B Non-Voting Common Shares N.P.O.
10,000 Shares Preferred at $500.00 P.O.
[STAMP]
Atty. Alexander Hopp
Hopp, Hodson, [ILLEGIBLE]
601 North 5th St.
P.O. Box 178
Sheboygan, Wis. 53082
AMENDMENT TO ARTICLES OF INCORPORATION
--------------------------------------
OF
--
J. L. FRENCH CORPORATION
------------------------
RESOLVED, That Subsection (2)(e) of "ARTICLE IV - SHARES" of the Articles
of Incorporation be amended to read:
"(e) The holders of record of Preferred Stock shall be entitled to
receive, when and as declared from the surplus only by the Board of
Directors, non-cumulative cash dividends at the rate of, but never
exceeding, Twelve Percent (12%) per annum per share for the fiscal year
ending with July 31, 1988, and for each and every fiscal year thereafter,
payable each year after the annual meeting of the Corporation in
preference and priority to any payment for and any dividends upon the
Class "A" Voting Common Shares and Class "B" Non-Voting Common Shares for
such fiscal year; and if such surplus of any fiscal year is not
sufficient to pay a dividend of Twelve Percent (12%) per annum per share
on said Preferred Shares, then such dividend declared by the Board of
Directors may be paid thereon as such surplus of such fiscal year will
suffice to pay.
"After the full Twelve Percent (12%) dividend on the Preferred
Shares for such fiscal year has been paid or declared and a sum
sufficient for the payment thereof set apart, dividends on the Class "A"
Voting Common Shares and Class "B" Non-Voting Common Shares may be paid
out of the remainder of the surplus available therefor."
(The only change in the above subsection is the change of the date from
July 31, 1989, to July 31, 1988. In all other regards the subsection is the
same.)
------------------------------
The undersigned officers of J. L. FRENCH CORPORATION, a Wisconsin
corporation with registered office in Sheboygan County, Wisconsin, CERTIFY:
The foregoing amendment of the articles of incorporation of said
corporation was consented to in writing by the holders of all shares entitled
to vote with respect to the subject matter of said amendment, duly signed by
said share-
holders or in their names by their duly authorized attorneys.
Executed in duplicate and seal affixed this 4th day of February 1988.
/s/ James L. French
--------------------------------
JAMES L. FRENCH, President
/s/ Mary Lou French
--------------------------------
MARY LOU FRENCH, Secretary
-2-
Amendment
AMENDMENT TO ARTICLES OF INCORPORATION
OF
J. L. FRENCH CORPORATION
RESOLVED, that "Article IV - Shares" of the Articles of
Incorporation of J. L. French Corporation ???:
"Article IV - Shares
The capital shares of this Corporation shall be as follows:
There shall be one (1) class of stock, being common stock
which may be issued in two series:
(1) Series "A" VOTING Common Shares; and
(2) Series "B" NON-VOTING Common Shares.
The Series "A" and Series "B" Common Shares shall be identical in
all respects, except that the holders of Series "B" Common Shares
shall have no voting authority or power for any purpose whatsoever
and the holders of Series "A" Common Shares shall, to the exclusion
of the holders of Series "B" Common Shares, have full voting power
for all purposes. The aggregate number of Common Shares which the
Corporation shall have authority to issue is 30,000 shares without
par value, consisting of:
(a) 10,000 shares designated `Series "A" Voting Common
Shares'; and
(b) 20,000 shares designated `Series "B" Non-Voting Common
Shares'."
--------------------------------------------------------------------
The undersigned officers of J. L. FRENCH CORPORATION, a Wisconsin
corporation with registered office in Sheboygan County, Wisconsin. CERTIFY:
The foregoing amendment of the articles of incorporation of said
corporation was consented to in writing to the holders of all shares entitled
to vote with respect to the subject matter of said amendment, ??? by
said shareholders or in their names by ??? authorized attorneys.
Executed in duplicate and seal affixed this 27th day of July 1988.
--------------------------------
JAMES L. FRENCH, President
(SEAL)
--------------------------------
MARY LOU FRENCH, Secretary
This document was drafted by:
Attorney Alexander Hopp
-2-