Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - MERIX CORP | d8-k.htm |
| EX-4.1 - EXHIBIT 4.1 - MERIX CORP | ex4_1.htm |
| EX-3.2 - EXHIBIT 3.2 - MERIX CORP | ex3_2.htm |
EXHIBIT
3.1
AMENDED
AND RESTATED
ARTICLES
OF INCORPORATION
OF
MERIX
CORPORATION
The undersigned duly authorized officer
of Merix Corporation, an Oregon corporation, hereby certifies the
following:
|
1.
|
The
name of the corporation is Merix Corporation (the “Corporation”).
|
|
2.
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Pursuant
to the Oregon Business Corporation Act (the “OBCA”), this
Amended and Restated Articles of Incorporation restates and integrates and
further amends the provisions of the Articles of Incorporation of the
Corporation, as amended.
|
|
3.
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This
Amended and Restated Articles of Incorporation, as amended and restated
hereby, shall, upon its filing with the Secretary of State of the State of
Oregon, read in its entirety as
follows:
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ARTICLE
I
The name of the corporation is Merix
Corporation and its duration shall be perpetual.
ARTICLE
II
The purpose for which the Corporation
is organized is to engage in any and all lawful acts and activity for which
corporations may be organized under the OBCA.
ARTICLE
III
The total number of shares of stock
that the Corporation shall have authority to issue is 1,000 shares of common
stock, par value $0.01 per share.
ARTICLE
IV
The initial registered office of the
Corporation in the State of Oregon is located at 388 State Street, Suite 420,
Salem, Oregon 97301. The name of the initial registered agent of the
Corporation at such address is CT Corporation System.
ARTICLE
V
The address to which notices may be
mailed is 101 South Hanley Road, Suite 400, St. Louis,
Missouri 63105, Attention: General Counsel.
ARTICLE
VI
The number of directors constituting
the board of directors of the Corporation (the “Board”) shall not be
less than two (2).
ARTICLE
VII
A director of the Corporation shall not
be personally liable to the Corporation or its shareholders for monetary damages
for breach of fiduciary duty as a director, except for liability (a) for
any breach of the director’s duty of loyalty to the Corporation or its
shareholders, (b) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (c) any unlawful
distribution under Section 60.367 of the OBCA or (d) for any
transaction from which the director derived an improper personal
benefit. Any repeal or amendment of this Article VII by
the shareholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation arising from an act or omission occurring prior to the time of such
repeal or amendment. In addition to the circumstances in which a
director of the Corporation is not personally liable as set forth in the
foregoing provisions of this Article VII, a
director shall not be liable to the Corporation or its shareholders to such
further extent as permitted by any law hereafter enacted, including, without
limitation, any subsequent amendment to the OBCA.
ARTICLE
VIII
The Corporation shall have the power
to indemnify to the fullest extent not prohibited by law any person who is made
or threatened to be made a party to, witness in, or otherwise involved in, any
action, suit or proceeding, whether civil, criminal, administrative,
investigative, legislative, formal or informal, internal or external or
otherwise (including an action, suit or proceeding by or in the right of the
Corporation) by reason of the fact that the person is or was a director,
officer, employee or agent of the Corporation, or serves or served at the
request of the Corporation as a director, officer, employee or
agent. Any indemnification provided pursuant to this Article VIII
shall not be exclusive of any rights to which the person indemnified may
otherwise be entitled under any articles of incorporation, bylaw, agreement,
statute, policy of insurance, vote of shareholders or the Board, or otherwise,
which exists at or subsequent to the time such person incurs or becomes subject
to such liability and expense.
ARTICLE
IX
No contract or other transaction
between the Corporation and one or more of its directors or any other
corporation, firm, association or entity in which one or more of its directors
are directors or officers or are financially interested, shall be either void or
voidable because of such relationship or interest or because such director or
directors are present at the meeting of the Board or a committee thereof which
authorizes, approves or ratifies such contract or transaction or because his or
their votes are counted for such purpose, if (a) the fact of such
relationship or interest is disclosed or known to the Board or committee that
authorizes, approves or ratifies the contract or transaction by a vote or
consent sufficient for the purpose without counting the votes or consents of
such interested directors, (b) the fact of such relationship or interest is
disclosed or known to the shareholders entitled to vote and they authorize,
approve or ratify such contract or transaction by vote or written consent or
(c) the contract or transaction is fair and reasonable to the
Corporation. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board or a committee
thereof which authorizes or ratifies such contract or
transaction. This Article IX shall not
invalidate any contract or other transaction which would otherwise be valid
under applicable law.
IN WITNESS WHEREOF, the Corporation has
caused this Amended and Restated Certificate of Incorporation to be signed by
the undersigned duly authorized officer of the Corporation as of February 16,
2010.
/s/ Daniel J.
Weber
Name:
Daniel J. Weber
Title:
Vice President and Secretary
Signature
Page to
Amended
and Restated Articles of Incorporation of
Merix
Corporation