Attached files
Exhibit 3.1
/s/ William J. Laub
William J. Laub
Patrick Industries, Inc.
STATE
OF INDIANA
OFFICE
OF THE SECRETARY OF STATE
CHARLES
O’ HENDRICKS, Secretary of State
CERTIFICATE
OF INCORPORATION
OF
………………………………………………………………………………………
PATRICK
PLYWOOD ENTERPRISES, INC.
………………………Exhibit……………………………………………………………….
I,
CHARLES O’ HENDRICKS, Secretary of State of the State of Indiana, hereby certify
that Articles of Incorporation of the above Corporation, in the form prescribed
by my office, prepared and signed in triplicate by all of the incorporators and
acknowledged and verified by at least three of them before a Notary Public, have
been presented to me at my office accompanied by the fees prescribed by law;
that I have found such Articles conform to law; that I have endorsed my approval
upon the triplicate copies of such Articles; that all fees have been paid as
required by law; that one copy of such Articles has been filed in my office; and
that two copies of such Articles bearing the endorsement of my approval and
filing have been returned by me to the incorporators or their representatives;
all as prescribed by the provisions of the Indiana General Corporation Act, as
amended.
Wherefore,
I hereby issue to such Corporation this Certificate of Incorporation, and
further certify that its corporate existence has begun.
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[SEAL]
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In
Witness Whereof, I have hereunto set my hand and affixed the seal of the
State of Indiana, at the City of Indianapolis, this 3rd
day of January, 1961.
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CHARLES
O. HENDRICKS, Secretary of State
By_____________________________________
Deputy
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ARTICLES
OF INCORPORATION
OF
PATRICK
PLYWOOD ENTERPRISES, INC.
Approved
and Filed: January 3, 1961
The
undersigned incorporators, desiring to form a corporation (hereinafter referred
to as the “Corporation”) pursuant to the provisions of The Indiana General
Corporation Act, as amended (hereinafter referred to as the “Act”), execute the
following Articles of Incorporation.
ARTICLE
I
Name
The name
of the Corporation is Patrick Plywood Enterprises, Inc.
ARTICLE
II
Purposes
The
purposes for which the Corporation is formed are;
1. To
continue as a corporation, under its corporate name, perpetually.
2. To
sue and be sued in its corporate name.
3. To
have a corporate seal and to alter the same at pleasure.
4. To
acquire, own, hold, use, lease, mortgage, pledge, sell, convey and otherwise
dispose of property, real or personal, tangible and intangible.
5. To
borrow money, and to issue, sell or pledge its obligations and evidenced of
indebtedness, and to mortgage or pledge its property to secure the payment
thereof,
6. To
conduct business in this state and elsewhere; to have one or more offices out of
this state; to acquire, own, hold and use, end to lease, mortgage, pledge, sell,
convey or otherwise dispose of property, real and personal, tangible and
intangible, out of this state.
7. To
acquire, guarantee, hold, own and vote and to sell, assign, transfer, mortgage,
pledge or otherwise dispose of the capital stock, bonds, securities or evidences
of indebtedness of any other corporation, domestic or foreign.
8. To
purchase, own and hold and to sell and transfer (but not to vote) shares of its
own capital stock if and when the capital of the corporation is not thereby
impaired.
9. To
appoint such officer and agents as the business of the corporation may require,
and to define their duties and fix their compensation.
10. To
make by-laws for the government and regulation of its affairs.
11. To
cease doing business and to dissolve, and surrender its corporate
franchise.
12. To
buy, sell, manufacture, process and market on a wholesale and retail
basis.
13. To
do all acts and things necessary, convenient or expedient to carry out the
foregoing purposes.
14. To
exercise all rights, powers and privileges now or hereafter conferred on
corporations generally by law.
ARTICLE
III
Term of
Existence
The
period during which the Corporation shall continue perpetually.
ARTICLE
IV
Principal
Office and Resident Agent
The
post-office address of the principal office of the Corporation is 2857 Oakland
Avenue, Elkhart, Indiana and the name and post-office address of its Resident
Agent in charge of such office is Mervin D. Lung, 2857 Oakland, Elkhart,
Indiana.
ARTICLE
V
Amount of
Capital Stock
The total
number of shares into which the authorized capital stock of the Corporation is
divided is 50,000 shares consisting of 10,000 shares with the par
value of $100.00 per share, and 40,000 shares without par value.
ARTICLE
VI
Terms of
Capital Stock
The
authorized capital stock of this corporation shall consist of 10,000 shares of
Class A. Common Stock, without par value; 30,000 shares of Class B common Stock,
without par value; and 10,000 shares of Preferred Stock with par value of
$100.00 per share. The Class B Common Stock shall have the voting rights of the
corporation; the Class A Common Stock shall have no voting rights in the
corporation, except as provided by law, but in all other respects the Class B
Common Stock and the Class A Common Stock shall have equal rights, privileges,
powers, obligations, liabilities, duties and restrictions, and may be issued for
such amounts of consideration as may be fixed from time to time by the Board of
Directors. The Preferred Stock shall have no voting rights, except as provided
by law, and such shares sold and paid for at not leas than $100.00 per share
shall be fully paid and nonasseasable. Such shares shall be issued in such
series and with such preferences as the Board of Directors shall designate
before issuance.
ARTICLE
VII
Voting
Rights of Capital Stock
The
voting rights of capital stock shall belong exclusively to the Class B Common
stock. Every owner of a share of the Class B Common Stock of this corporation
shall have the right to vote at every shareholders’ meeting, and shall be
entitled to one vote for each share of stock standing in his name on the books
of the corporation. In all elections for the office of Director of the
corporation, the owner of more than one share shall be entitled to cumulate his
votes, i.e.: the shall be entitled to a number of votes equal to the
number of shares he owns multiplied by the number of directors to be elected,
and may cat all of his votes for one candidate, or may distribute his votes
among the candidate as he chooses.
No share
shall be voted at any meeting:
1. Upon
which an installment is due and unpaid;
2. Which
shall have been transferred on the books of the corporation within thirty (30)
days next preceding the date of the meeting; or
3. Which
belongs to the corporation.
Class A
Common Stock and Preferred Stock shall have no voting rights except as provided
by law.
ARTICLE
VIII
Paid-in
Capital
The
amount of paid-in capital, with which the Corporation is beginning business, is
$1,000.00.
ARTICLE
IX
Data
Respecting Directors
Section
1. Number. There
shall be five (5) directors of this corporation, who shall serve for one year or
until their successors are elected and qualified.
Section
2. Qualifications. Directors
need not be shareholders of the Corporation. A majority of the Directors at any
time shall be citizens of the United States.
ARTICLE
X
Further
Data Respecting Directors
Section
1. Names
and Post-Office Addresses. The names and post-office addresses of the
first Board of Directors of the Corporation are as follows:
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Name
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Number and Street or
Building
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City
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Zone
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State
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Thomas
D. Miller
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2857
Oakland
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Elkhart,
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Indiana
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Mervin
D. Lung
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2857
Oakland
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Elkhart,
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Indiana
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Ruskin
R. Oldfather
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2857
Oakland
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Elkhart,
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Indiana
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William
J. Laub
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213
Kenwood
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Elkhart,
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Indiana
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Darwin
L. Coleman
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202
Devonshire Drive
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South
Bend
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Indiana
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Section
2. Citizenship. All
of such Directors are citizens of the United States.
ARTICLE
XI
Data
Respecting Incorporators
Section
1. Names
and Post-Office Addresses. The names and post-office addresses of the
incorporators of the Corporation are as follows:
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Name
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Number and Street or
Building
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City
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Zone
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State
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Thomas
D. Miller
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2857
Oakland
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Elkhart,
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Indiana
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Mervin
D. Lung
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2857
Oakland
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Elkhart,
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Indiana
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William
J. Laub
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213
Kenwood
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Elkhart,
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Indiana
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Section
2. Age
and Citizenship. All of such incorporators are of lawful age; and all
of such incorporators are citizens of the United States.
Section
3. Compliance
with Provisions of Sections 15 and 16 of the Act. The undersigned
incorporators hereby certify that the person or persons intending to form the
Corporation first caused lists for subscriptions to the shares of the capital
stock of the Corporation to be opened at such time and place as he or they
determined; when such subscriptions had been obtained in an amount not less than
$1,000, such person or persons, or a majority of them, called a meeting of such
subscribers for the purpose of designating the incorporators and of electing the
first Board of Directors; the incorporators so designated are those named in
Section 1 of this Article; and the Directors so elected are those named in
Section 1 of Article X.
ARTICLE
XII
Provisions
for Regulation of Business and Conduct
of
Affairs of Corporation
A. Meetings
of the shareholders of the corporation shall be held at such place, within or
without the State of Indiana, as may be specified in the respective notices, or
waivers of notice, thereof.
B. Meetings
of the directors of the corporation shall be held at such place, within or
without the State of Indiana, as may be specified in the respective notices, or
waivers of notice, thereof.
C. The
Board of Directors of the corporation shall have the power, without the consent
or vote of the shareholders, to make, alter, amend or repeal the code of by-laws
of this corporation, but the affirmative vote of the majority of the members of
the Board of Directors, for the time being, shall be necessary to make such code
or to effect any alteration, amendment or repeal thereof.
D. The
corporation reserves the right to alter, amend or repeal any provisions
contained in these Articles of Incorporation in the manner now or hereafter
prescribed by law, and all rights or powers conferred hereby on shareholders,
directors and officers of the corporation are subject to such reserved
right.
IN
WITNESS WHEREOF, the undersigned, being all of the incorporators designated in
Article XI, execute these Articles of Incorporation and certify to the truth of
the facts herein stated, this 20th day
of February, 1961.
_/s/ Thomas D.
Miller____________________
(Written
Signature)
_/s/ Thomas D.
Miller ______ _________
(Printed
Signature)
_/s/ Mervin D. Lung
_____________________
(Written
Signature)
__________ ____
/s/
Mervin D. Lung
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STATE
OF INDIANA
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}
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SS:
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COUNTY
OF ELKHART
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I, the undersigned, a Notary Public
duly commissioned to take acknowledgments and administer oaths in the State of
Indiana, certify that Thomas D. Miller, Mervin D. Lung and William J. Laub,
being 3 of the incorporators referred to in Article XI of the foregoing Articles
of Incorporation, personally appeared before me; acknowledged the execution
thereof; and swore to the truth of the facts therein stated.
WITNESS
my band and Notarial Seal this 20th day
of February, 1961.
_/s/ Charles Wayne
Willis______________
(Written
Signature)
_/s/ Charles Wayne
Willis __________
(Printed
Signature)
Notary
Public
My
commission expires
_____________________________
NOTICE OF
CHANGE OF RESIDENT AGENT of Patrick Plywood Enterprises, Inc. the undersigned
officers of Patrick Plywood Enterprises, Inc. an Indiana Corporation for profit,
desiring to give notice of change of as required by law, hereby
certify:
1. The
post office address of the Principal Office of the Corporation is
NOW 1930 W. Lusher Avenue, Elkhart, Indiana
2. The
Resident Agent of the Corporation is NOW Richard D. Russell, 1930 W. Lusher
Avenue, Elkhart, Indiana
3. The
above changes have been authorized by the Board f Directors of the Corporation,
amending Article(s)
____________________________________________________________
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/s/_Mervin D.
Lung, President ____________
President
or Vice President
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/s/ Richard D. Russell,
Sec._______________
Secretary
or Assistant Secretary
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NOTARY
INFORMATION: State of Indiana County of Elkhart
Subscribed
and sworn before me, a Notary Public in and for this County and State
this 20th day
of February, 1968 ___/s/ Mary
McClaren__________________________.
Notary Public
→
CHANGE OF ADDRESS FEE IS $2.00 IN ADDITION TO FILING FEE – SEND THIS
LOWER PORTION TO SECRETARY OF STATE
Edgar D.
Whitcomb
Secretary
of State
NOTICE
Any
corporation which has failed any annual reports as required by law under the
Acts of 1929, Ch. 2 Acts of 1949, Ch. 76, Sect. 1, p. 200, Acts of 1951, Ch.
145, Sect. 1, p. 384, will not be regarded as being in good standing in the
State of Indiana. No Certificate of Good Standing nor amendments to
the Articles of Incorporation will issue, unless the annual reports are
current.
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Acts
of 1929, Chapter 215, s 651, p. 725 (Burn’s Statutes
25-250)
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Penalties
imposed upon corporations-
(a) Any
corporation that shall neglect, fail or refuse to do any act required by
this act to be done by it shall be deemed to be guilty of a misdeameanor
and upon conviction thereof may be fined in any amount not exceeding on
($1,000).
(b) Any
corporation which has (1) procured its corporate franchise through fraud
practiced upon the state or neglected or refused to file its annual
reports, as required by this act, for two 92) consecutive years, shall
then prorate franchise and its rights and privileges as a corporation; and
the attorney-general shall proceed by against in such corporation, in
accordance with the laws of this state pertaining to civil procedure, for
the purpose of having _________ declared.
When it appears from the records
of the office of the secretary of state that any corporation required by
law to file annual reports has failed to file such reports for two (2)
consecutive years, the secretary of state shall certify that fact to the
attorney-general.
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STATE OF
INDIANA
OFFICE OF
THE SECRETARY OF STATE
SECRETARY
OF STATE
To Whom
These Presents Come, Greeting;
WHEREAS,
Amended Articles of Incorporation of Patrick Plywood Enterprises,
Inc. superseding and taking the place of the heretofore existing
Articles of Incorporation, have been submitted to this office for
filing,
SAID,
Amended Articles of Incorporation having been prepared and signed in accordance
with “An Act concerning domestic and foreign corporations for profit, providing
penalties for the violation hereof, and repealing all laws or parts of laws in
conflict herewith,” approved March 16, 1929, and Acts supplemental
thereto.
WHEREAS,
upon due examination, I find that they conform to law:
NOW,
THEREFORE, I, the Secretary of State of the State of Indiana, hereby certify
that I have this day endorsed my approval upon the triplicate copies of Amended
Articles so presented, and, having received the fees required by law, in the sum
of $15,913.00 have filed one copy of the Amended Articles in this
office.
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[SEAL]
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In
Witness Whereof, I have hereunto set my hand and affixed the seal of the
State of Indiana, at the City of Indianapolis, this 23rd
day of August, 1968.
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……………………………………………………………..
, Secretary of
State
By…………………………………………………..
Deputy
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Approved
and Filed
AUG23168
Edgard
D. Whitcomb
Secretary
of State of Indiana
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AMENDED
ARTICLES OF INCORPORATION
OF
PATRICK PLYWOOD ENTERPRISES
INC
The
undersigned officers of PATRICK PLYWOOD ENTERPRISES, INC., (hereinafter referred
to as the “Corporation”) existing pursuant to the provisions of The Indiana
General Corporation Act, as amended (hereinafter referred to as the “Act”),
desiring to give notice of corporate action effecting certain amendments of its
Articles of Incorporation by the adoption of new Amended Articles of
Incorporation to supersede and take the place of its heretofore existing
Articles of Incorporation, certify the following facts:
-
SUBDIVISION
A
AMENDED
ARTICLES
1. Text
of the Amended Articles
The exact
text of the entire Articles of Incorporation of the Corporation, as amended
(hereinafter referred to a the “Amended Articles”), now is as
follows:
2. Effect
of the Amended Articles
The
Amended Articles shall supersede and take the place of the heretofore existing
Articles of Incorporation of the Corporation.
SUBDIVISION
B
MANNER OF
ADOPTION AND VOTE
1. Action
by Directors
The Board
of Directors of the Corporation, at a meeting thereof, duly called, constituted
and held August 22, 1968, at which a quorum of such Board of Directors was
present, duly adopted a resolution proposing to the Shareholders of the
Corporation entitled to vote in respect of the Amended Articles that the
provisions and terms of its entire Articles of Incorporation be amended so as to
read as set forth in the Amended Articles, and that the Amended Articles should
supersede and take the place of its heretofore existing Articles of
Incorporation; and called a meeting of such Shareholders, to be held August 22,
1968, to adopt or reject the Amended Articles.
2. Action
by Shareholders
The
Shareholders of the Corporation entitled to vote in respect of the Amended
Articles, at a meeting thereof, duly called, constituted and held on August 22,
1968 at which all were present in person or by proxy, adopted the Amended
Articles by the affirmative votes of all of said shareholders.
The
number of shares entitled to vote in respect of the Amended Articles, the number
of shares voted in favor of the adoption of the Amended Articles, and the number
of shares voted against such adoption are as follows: 13,200 entitled
to vote. All voted in favor of the adoption of the Amended
Articles.
3.
Compliance with Legal Requirements
The
manner of the adoption of the Amended Articles, and the vote by which they were
adopted, constitute full legal compliance with the provisions of the Act, the
Articles of Incorporation, and the By-Laws of the Corporation.
SUBDIVISION
C
STATEMENT
OF CHANGES MADE WITH RESPECT TO THE
SHARES
HERETOFORE AUTHORIZED
Prior to
the effective date of these Amended Articles of Incorporation, the authorized
capital stock of the corporation consisted of 10,000 shares of Class A Common
Stock, without par value, none of which were issued; 30,000 shares of Class B
Common Stock, without par value, of which 13,200 shares were issued and
outstanding, and 10,000 shares of Preferred Stock, par value $100 per share,
none of which were issued.
These
Amended Articles change the authorized capital stock of the corporation to a
single class consisting of 3,000,000 shares of Common Stock, without par value.
Each of the 13,200 shares of Class B Common Stock, without par value, issued and
outstanding immediately prior to the effective date is hereby reclassified and
changed into 32,000 shares of Common Stock, without par value, authorized in
these Amended Articles of Incorporation; and on and after said effective date,
each certificate, evidencing ownership of the prior Class B Common Stock,
without par value, shall be deemed to represent the new Common Stock, without
par value, on the aforesaid basis, and each holder of such certificate shall
thereupon be entitled to exchange such certificate for a new certificate or
certificates evidencing ownership of the new Common Stock, without par value, on
said basis.
(This
page is Rider “A” of Page Two of Corporate Form No. 6.)
IN
WITNESS WHEREOF, the undersigned, being all of the incorporators designated in
Article XI, execute these Articles of Incorporation and certify to the truth of
the facts herein stated, this 22nd day
of August,
1968.
_/s/ Mervin D.
Lung_____________________
(Written
Signature)
_/s/ Mervin D. Lung,
President_____________
(Printed
Signature)
_/s/ Richard D.
Russell___________________
(Written
Signature)
_/s/ Richard D. Russell,
Secretary__________
(Printed
Signature)
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STATE
OF INDIANA
COUNTY
OF ELKHART
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}
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SS:
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I, the undersigned, a Notary Public
duly commissioned to take acknowledgments and administer oaths in the State of
Indiana, certify that Mervin D. Lung, the President and Richard D. Russell, the
Secretary of Patrick Plywood Enterprises, Inc., ____________________ of the
foregoing Articles of Incorporation, personally appeared before me; acknowledged
the execution thereof; and swore to the truth of the facts therein
stated.
WITNESS
my hand and Notarial Seal this 22nd day
of August, 1968.
_/s/ Victor
Arko________________________
(Written
Signature)
_/s/ Victor Arko
_______________________
(Printed
Signature)
Notary
Public
My
commission expires: March 15, 1969
STATE OF
INDIANA
OFFICE OF
THE SECRETARY OF STATE
SECRETARY
OF STATE
To
Whom These Presents Come, Greeting;
WHEREAS,
Amended Articles of Incorporation of Patrick Plywood Enterprises,
Inc. superseding and taking the place of the heretofore existing
Articles of Incorporation, have been submitted to this office for
filing,
SAID,
Amended Articles of Incorporation having been prepared and signed in accordance
with “An Act concerning domestic and foreign corporations for profit, providing
penalties for the violation hereof, and repealing all laws or parts of laws in
conflict herewith,” approved March 16, 1929, and Acts supplemental
thereto.
WHEREAS,
upon due examination, I find that they conform to law:
NOW,
THEREFORE, I, the Secretary of State of the State of Indiana, hereby certify
that I have this day endorsed my approval upon the triplicate copies of Amended
Articles so presented, and, having received the fees required by law, in the sum
of $13.00 have filed one copy of the Amended Articles in this
office.
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[SEAL]
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In
Witness Whereof, I have hereunto set my hand and affixed the seal of the
State of Indiana, at the City of Indianapolis, this 12th day of
May, 1969.
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……………………………………………………………..
, Secretary of
State
By…………………………………………………..
Deputy
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AMENDED
ARTICLES
OF INCORPORATION
PATRICK
PLYWOOD ENTERPRISES , INC.
The
undersigned incorporator or incorporation, desiring to form a corporation
(hereinafter referred to as the “Corporation”) pursuant to the provisions of The
Indiana General Corporation Act, as amended (hereinafter referred to as the
“Act”), execute the following Articles of Incorporation.
ARTICLE
I
Name
The name
of the Corporation is PATRICK PLYWOOD ENTERPRISES, INC.
ARTICLE
II
Purposes
The
purposes for which the Corporation is formed are:
(a) To
manufacture, construct, fabricate, produce, buy, purchase, acquire, warehouse,
use, deal in, sell and otherwise dispose of, both at wholesale and at retail,
plywood, tile- board, hardboard, insulation, construction and building materials
of every kind, houses, vehicles, buildings, structures and products containing
any of the foregoing, and all kinds of, parts, articles, devices, supplies,
accessories, attachments and merchandise in any way connected
therewith;
(b) To
manufacture, construct, fabricate, produce, buy, purchase, acquire, warehouse,
use, deal in, sell and otherwise dispose of, both at wholesale and at retail,
machinery, tools, implements, equipment, fixtures and accessories, used in
accomplishing any of the objects described in (a) hereof;
(c) To
purchase, or otherwise acquire, and to hold, or maintain, work, develop, sell,
lease, mortgage, convey, or otherwise dispose of, personal property, lands and
leaseholds, and any interest, estate or right therein or thereto, which may be
required, convenient or appropriate for carrying on any of the business or
corporate objects herein stated;
(d) To
apply for, obtain, purchase, lease, register or otherwise acquire, and to take,
hold, use, develop, sell, assign or otherwise dispose of, trademarks, trade
names, letters patent, patent rights, improvements, processes, methods,
copyrights, formulae, designs, brands and labels of the United States, or any
other country or government, used in connection with, related to, or bearing
upon, any business of the corporation, and to use, exercise, accept licenses
for, and grant licenses on or in respect to, any of said trademarks, trade
names, letters patent, patent rights, improvements, processes, methods,
copyrights, formulae, designs, brands and labels of the United States or any
other country or government, used in connection with, related to, or bearing
upon the business of the corporation;
(e) To
acquire by purchase, subscription, or otherwise, and to own, hold, sell, assign,
deal in, exchange, transfer, mortgage, pledge or otherwise dispose of, any
shares of the capital
stock,
bonds, mortgages, securities or evidences of indebtedness, issued or created by,
any other domestic or foreign corporation, and to issue in payment or exchange
therefor, shares of the capital stock, bonds, securities or other obligations of
this corporation;
(f) To
guarantee the payment of, and to pay, the dividends, debts, liabilities or
obligations of, any corporation, domestic or foreign, in which this corporation
may own any of the shares of the capital stock, bonds, mortgages, securities or
evidences of indebtedness;
(g) To
borrow money, and to issue promissory notes, bonds, debentures and all other
evidences of indebtedness, and to secure the payment of the same by the pledge
or mortgage of the whole, or any part, of the real and personal property of this
corporation upon such terms and conditions as may be permitted by
law;
(h) To
buy, purchase, acquire, hold, deal in, sell, transfer, dispose of and cancel,
the shares of its own capital stock, provided, however, that the use of the
funds of this corporation for any of said purposes, shall not impair its
capital;
(i) To
buy, purchase or otherwise acquire, the whole or any part of, the property,
assets, business and goodwill of any person, firm or other corporation, and to
conduct the said business so acquired, and to issue shares of its capital stock,
or its promissory notes, bonds, debentures, or other evidences of indebtedness,
in payment therefore;
(j) To
do each and every thing necessary, suitable and proper for the accomplishment of
any of the purposes, of the attainment of any of the objects, or the furtherance
of any of the powers hereinbefore set forth, either alone or in association with
other corporations, firms or individuals, and to do every other thing or things,
act or acts, incidental or appurtenant to, or growing out of, or connected with,
the aforesaid business, or powers or any part or parts thereof, provided the
same be not inconsistent with, or in violation of, the laws under which this
corporation is organized;
(k) To
have and to exercise any and all of the powers and privileges now or hereafter
conferred any the laws of the State of Indiana, upon corporation formed,
organized under, or which have accepted the provisions of, the act hereinbefore
referred or under any Act mandatory thereof, supplemental thereto, or similarly
situated therefore.
warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be
disregarded.
SECTION
4. Notwithstanding
any other provision of these Articles of Incorporation or the By-Laws of the
Corporation, the power to remove directors of the Corporation is expressly
reserved to the Board of Directors, by the affirmative vote of a majority of the
whole Board.
ARTICLE
III
Term of
Existence
The
period during which the Corporation shall continue is perpetual.
ARTICLE
IV
Principal
Office and Resident Agent
The
post-office address of the principal office of the Corporation is 1930 West
Lusher Avenue, Elkhart, Indiana, 46514 and the name and post-office address of
its Resident Agent in charge of such office is CT Corporation System 1511
Merchants Bank Building, Indianapolis, Indiana 46204.
ARTICLE
V
Number of
Shares
The total
number of shares which the Corporation shall have authority to issue is
3,000,000 (three million) shares consisting of 3,000,000 shares without par
value.
ARTICLE
VI
Terms of
Capital Stock
(a) No
holder of any share or shares of any class of stock of the corporation shall
have any pre-emptive right to subscribe for any shares of stock of any class of
the corporation new or hereafter authorized or for any securities, warrants, or
options convertible into or carrying any rights to purchase any shares of stock
of any class of the corporation now or hereafter authorized, provided, however,
that no provision of these Articles of Incorporation shall be deemed to deny to
the Board of Directors the right, in its discretion, to grant to the holders of
shares of any class of stock at the time outstanding the right to purchase or
subscribe for shares of stock of any class or any other securities of the
corporation now or hereafter authorized, at such prices and upon such terms and
conditions as the Board of Directors, in its discretion, may fix.
(b) Each
of the 13,200 shares of Class B Common Stock issued and outstanding immediately
prior to the date Amended Articles of Incorporation which include this provision
become effective, is hereby reclassified and changed into 32 shares of Common
Stock, without par value, authorized in said Amended Articles of Incorporation;
and on and after said effective date, each certificate, evidencing ownership of
the prior Class B Common Stock, with par value, shall be deemed to represent the
now Common Stock, without par value, on the aforesaid basis, and each holder of
such certificate shall thereupon be entitled to exchange such certificate for a
new certificate or certificates evidencing ownership of the new Common Stock,
without par value, on said basis.
(c) Upon
the effective date of these Amended Articles of Incorporation, the corporation
shall have no further authority to issues shares of Class A Common Stock,
without par value; Class B Common Stock, without par value, or Preferred Stock,
par value $100 per share.
ARTICLE
VII
Voting
Rights of Capital Stock
The
holders of the Common Stock, without par value, shall be entitled to vote at all
meetings of the stockholders and shall be entitled to cast one vote for each
share of stock held by them respectively and standing in their respective names
on the books of the corporation.
ARTICLE
VIII
Stated
Capital
The
stated capital of the corporation at the time of filing these Amended Articles
is in excess of $1,000,000.
ARTICLE
IX
Directors
Section
1.
Number. The
initial board of directors shall he composed of not less than three (3) nor more
than 15 members. The number of directors may from time to time be
fixed by the by-laws of the Corporation at any number, not less than
three. In the absence of a by-law fixing the number of directors, the
number shall be five.
ARTICLE
X
Present
Board of Directors
|
Name
|
Number and Street or
Building
|
City
|
Zone
|
State
|
Zip Code
|
|
Mervin
D. Lung
|
15595
Briarton Drive
|
Mishawaka
|
Indiana
|
46544
|
|
|
George
R. Hunter
|
15668
Spring Hill Drive
|
Mishawaka
|
Indiana
|
46544
|
|
|
William
J. Laub
|
231
Renwood
|
Elkhart
|
Indiana
|
46514
|
|
|
Richard
D. Russell
|
15990
Briarton Drive
|
Mishawaka
|
Indiana
|
46544
|
|
ARTICLE
XI
President
and Secretary
Section
1. Names and Post-Office Addresses. The name(s) and
post-office address(es) of the President and Secretary of the Corporation (are)
as follows:
|
Name
|
Number and Street or
Building
|
City
|
Zone
|
State
|
Zip Code
|
|
Mervin
D. Lung
|
15595
Briarton Drive
|
Mishawaka
|
Indiana
|
46544
|
|
|
Richard
D. Russell
|
15990
Briarton Drive
|
Mishawaka
|
Indiana
|
46544
|
Section
2. Age. Both President and Secretary are of lawful
age.
ARTICLE
XII
Provisions
for Regulation of Business and Conduct
of
Affairs of Corporation
(a) The
Board of Directors of this corporation shall have power, and is hereby
authorized, to fix and determine the price, or the consideration for which, the
shares of stock of this corporation may, from time to time, be issued, and the
shares of stock ay be issued for the consideration therefore fixed, from time to
time, by the Board of Directors.
(b) This
corporation shall have power to carry on and conduct its said business, or any
part thereof, and to have one or more offices in the State of Indiana, and in
the various other sates, authorities, colonies and dependencies of the United
States, in the District of Columbia, and in all or any foreign
countries;
(c) This
corporation reserves the right to take advantage of the provisions of amendment
to The Indiana General Corporation Act, or of any new law applicable or relating
to corporations, formed, organized under, or which have accepted the provisions
of, the law now in force, which may hereafter be enacted, and all rights granted
to, and conferred on, the shareholder of this corporation, are granted and
conferred, subject to this reservation;
(d) Annual
or special meetings of the shareholders of this corporation may be held at the
place, either within or without the State of Indiana, which may be stated in the
notice of said meeting;
(e) These
Amended Articles of Incorporation shall amend and supersede and take the place
of all heretofore existing Articles of Incorporation or Articles of Acceptance
(and amendments thereto) of this corporation.
ARTICLE
XIII
Evaluation
of Acquisition Proposals
It is
hereby declared to be a proper corporate purpose, reasonably calculated to
benefit shareholders, for the Board of Directors to base the response of the
Corporation to any Acquisition Proposal (as hereinafter defined) on the Board of
Directors’ evaluation of what is in the best interests of the Corporation and
for the Board of Directors, in evaluating what is in the best interests of the
Corporation, to consider:
(i) the
best interests of the shareholders; for this purpose the Board shall consider,
among other factors, not only the consideration being offered in the Acquisition
Proposal in relation to the then current market price, but also in relation to
the then current value of the Corporation in a freely negotiated transaction and
in relation to the Board of Directors’ then estimate of the future value of the
Corporation as an independent entity; and
(ii) such
other factors as the Board of Directors determines to be relevant, including
among other factors, the actual or potential social, legal and economic effects
upon employees, suppliers, customers, businesses and communities in which the
Corporation has offices or other facilities.
For
purposes of this Article XIII, the term “Acquisition Proposal” shall mean any
proposal of any person (i) for a tender offer or exchange offer for any equity
security of the Corporation. (ii) to merge or consolidate the Corporation with
another corporation, or (iii) to purchase or otherwise acquire all or
substantially all of the properties and assets of Corporation.
IN
WITNESS WHEREOF, the undersigned, being all of the incorporators designated in
Article XI, execute these Articles of Incorporation and certify to the truth of
the facts herein stated, this 21st day
of April,
1969.
_/s/ Mervin D.
Lung_____________________
(Written
Signature)
Mervin
D. Lung_____________________
(Printed
Signature)
_/s/ Richard D.
Russell___________________
(Written
Signature)
Richard
D. Russell___________________
(Printed
Signature)
|
STATE
OF INDIANA
COUNTY
OF ELKHART
|
}
|
SS:
|
I, the undersigned, a Notary Public
duly commissioned to take acknowledgments and administer oaths in the State of
Indiana, certify that Mervin D. Lung and Richard D. Russell, being the President
and Secretary respectively of Patrick Plywood Enterprises, Inc., referred to in
Article XI of the foregoing Articles of Incorporation, personally appeared
before me; acknowledged the execution thereof; and swore to the truth of the
facts therein stated.
WITNESS
my hand and Notarial Seal this 21st day
of April, 1969.
_/s/ Victor
Arko______________________
(Written
Signature)
_ Victor
Arko______________________
(Printed
Signature)
Notary
Public
My
commission expires
March 15,
1973
This
instrument was prepared by Victor Arko, 317 West High St., Elkhart,
Indiana.
STATE OF
INDIANA
OFFICE OF
THE SECRETARY OF STATE
INDIANAPOLIS,
INDIANA
To
Whom These Presents Come, Greeting;
Whereas,
there has been presented to me at this office Articles of Amendment in
triplicate of PATRICK PLYWOOD ENTERPRISES, INC.
Amendment
of Article I.
ARTICLE
I. The name of the Corporation is: PATRICK INDUSTRIES,
INC.
Said,
Articles of Amendment having been prepared and signed in accordance with “An Act
concerning domestic and foreign corporations for profit, providing penalties for
the violation hereof, and repealing all laws or parts of laws in conflict
herewith,” approved March 16, 1929, and Acts supplemental thereto.
Whereas,
upon due examination, I find that they conform to law:
Now,
therefore, I, hereby certify that I have this day endorsed my approval upon the
triplicate copies of Amended Articles so presented, and, having received the
fees required by law, in the sum of $13.00 have filed one copy of the Amended
Articles in this office and returned two copies bearing the endorsement of my
approval to the Corporation.
|
[SEAL]
|
In
Witness Whereof, I have hereunto set my hand and affixed the seal of the
State of Indiana, at the City of Indianapolis, this 7th day of
July, 1969.
|
|
……………………………………………………………..
, Secretary of
State
By…………………………………………………..
Deputy
|
|
|
Approved
and Filed
JUL
7 1969
William
N. Salin
Secretary
of State Indiana
|
ARTICLES
OF AMENDMENT
OF
THE
ARTICLES
OF INCORPORATION
OF
Patrick
Plywood Enterprises, Inc.
The
undersigned officers of
Patrick Plywood Enterprises, Inc. (hereinafter referred to as the
“Corporation”), existing pursuant to the provisions of The Indiana General
Corporation Act, as amended (hereinafter referred to as the “Act”), desiring to
give notice of corporate action effectuating amendment of certain provisions of
it, Articles of Incorporation, certify the following facts:
SUBDIVISION
A
THE
AMENDMENTS
The exact
text of Article I of the Articles of Incorporation of the Corporation, as
amended (hereinafter referred to as the “Amendments”), now is as
follows:
“The name
of the Corporation is Patrick
Industries,
Inc.”
SUBDIVISION
B
MANNER OF
ADOPTION AND VOTE
1. Action
by Directors (select appropriate paragraph)
(a) The
Board of Directors of the Corporation, at a meeting thereof duly called and held
on _________________, 19____, at which a quorum of such Board of
Directors was present, duly adopted a resolution proposing to the Shareholders
of the Corporation entitled to vote in respect of the Amendments that the
provisions and terms of Article of its Articles of Incorporation be amended so
as to road as set forth in the Amendments; and called a meeting of such
Shareholders, to be held ______________, 19__, to adopt or reject the
Amendments, unless the same were so approved prior date by unanimous written
consent.
(b) By
written consent executed on June 18, 1969 signed by all of the members of the
Board of Directors of the Corporation, a resolution was adopted proposing to the
Shareholders of the Corporation entitled to vote in respect of the Amendments,
that the provisions and terms of Article I of its Articles of Incorporation be
amended so as to read as set forth in the Amendments, and a meeting of such
shareholder; was called to he held July 3, 1969, to adopt or reject
the Amendments, unless the same were so approved prior to unanimous written
consent.
2. Action
by Shareholders (select appropriate paragraph)
(a) The
Shareholders of the Corporation entitled to vote in respect of the Amendments,
at a meeting thereof, duly called, constituted and held on July 3, 1969, at
which 382,214 shares were present in person or by proxy, adopted the
Amendments.
The
holders of the following classes of shares were entitled to vote as a class in
respect of the Amendments:
(1) Common
(2)
(3)
The
number of shares entitled to vote in respect of the Amendments, the number of
shares voted in favor of the adoption of the Amendments, and the number of
shares voted against such adoption are as follows:
|
Total
|
Shares
Entitled To Vote as A Class
(as listed immediately
above)
|
|||
|
(1)
|
(2)
|
(3)
|
||
|
Shares
entitled to vote
|
382,214
|
|||
|
Shares
voted in favor:
|
382,214
|
|||
|
Shares
voted against:
|
-0-
|
|||
(b) By
written consent executed on ________________, ____, signed by the holders of
______________ shares of the Corporation, being all of the shares of the
Corporation entitled to vote in respect of the Amendment, the Shareholders
adopted the Amendments.
3.
Compliance with Legal Requirements
The
manner of the adoption of the Amendments, and the vote by which they were
adopted, constitute full legal compliance with the provisions of the Act, the
Articles of Incorporation and the By-Laws of the Corporation.
SUBDIVISION
C
STATEMENT
OF CHANGES MADE WITH RESPECT TO THE
SHARES
HERETOFORE AUTHORIZED
(NONE)
IN WITNESS WHEREOF, the undersigned
officers execute these Articles of Amendment of the Articles of Incorporation,
and certify to the truth of the facts herein stated, this 3rd day
of July 1969.
_/s/ Mervin D.
Lung___________________
(Written
Signature)
Mervin
D. Lung___________________ (Printed
Signature)
President
of Patrick Industries, Inc.
_/s/ Malcolm O.
Koons_________________
(Written
Signature)
Malcolm
O. Koons_________________
(Printed
Signature)
Secretary
of Patrick Industries, Inc.
________________________________
(Name of
Corporation)
|
STATE
OF INDIANA
COUNTY
OF ELKHART
|
}
|
SS:
|
I, the undersigned, a Notary Public
duly commissioned to take acknowledgments and administer oaths in the State of
Indiana, certify that Mervin D. Lung, the President and Malcom O. Koons, the
Secretary of the Corporation, the officers executing the foregoing Articles of
Amendment, personally appeared before me; acknowledged the execution thereof;
and swore to the truth of the facts therein stated.
WITNESS
my hand and Notarial Seal this 3rd day of July, 1969.
_ /s/ Victor
Arko__________________
(Written
Signature)
Victor
Arko______________________
(Printed
Signature)
Notary
Public
My
commission expires
March 15,
1973
This
instrument was prepared by Victor Arko, 317 West High St., Elkhart,
Indiana.
NOTICE
OF CHANGE OF PRINCIPAL OFFICE AND/OR RESIDENT AGENT
OF
PATRICK INDUSTRIES,
INC. JAN
3, 1961
(Date of Incorporation)
THE
UNDERSIGNED OFFICERS OF THE ABOVE INDIANA CORPORATION FOR PROFIT, DESIRING TO
GIVE NOTICE OF CHANGE OR PRINCIPAL OFFICE AND/ OR RESIDENT AGENT AS REQUIRED BY
LAW, HEREBY CERTIFY THAT :
1. THE
POST OFFICE ADDRESS OF THE PRINCIPAL OFFICE OF THE CORPORATION IS NOW 1800 South
14th
Street, Elkhart, Indiana
2. THE
RESIDENT AGENT OF THE CORPORATION IS NOW Dale L. Fore ADDRESS OF RESIDENT AGENT
IS NOW 1800 South 14th
Street, Elkhart, Indiana
3. THE
ABOVE CHANGES HAVE BEEN AUTHORIZED BY THE BOARD OF DIRECTORS OF THE CORPORATION
AMENDING ARTICLE(S)
____________________________________________________________________________ OF
THE ARTICLES OF INCORPORATION.
|
/s/ Mervin D. Lung
President
|
/s/
Dale L. Fore
Secretary
or Assistant Secretary
|
NOTARY
INFORMATION: STATE OF INDIANA COUNTY OF ELKHART SUBSCRIBED AND SWORN
BEFORE ME, A NOTARY PUBLIC IN AND OF THIS COUNTY AND THIS 23 DAY OF JULY 1974
___/s/ John P.
Sadowney_________________Notary Public
|
THIS
DOCUMENT MUST BE NOTARIZED AND ACCOMPANIED BY A $__.00 FILING
FEE!
|
ROOM
155
STATE
CAPITOL BUILDING
INDIANAPOLIS,
INDIANA 46204
CORPORATION
FORM NO. 120
ANNUAL
DOMESTIC CORPORATION REPORT FOR INDIANA CORPORATIONS
|
TO:
|
4321-004
09 DOMESTIC
1
PATRICK
INDUSTRIES INC
1930
W. LUSCHER AVENUE
ELKHART IN 46514
|
A
PERSONAL LETTER TO CORPORATION OFFICERS:
This
snap-out set contains two copies of the annual domestic corporation report. For
your convenience we have a form for filing a change of principal office and/or
resident agent. This form appears on the back of page 1.
PLEASE
NOTE THAT THE FILING FEE FOR DOMESTIC PROFIT MAKING CORPORATION ANNUAL REPORTS
IS NOW to $15.00 pursuant to IC 1971, 23-3-2, as amended by Indiana Acts 1973
Public Law 247).
The State
of Indiana requires that each corporation file an annual report with the
Secretary of State. The report must be filed by July 30th. The reporting year is
the State of Indiana fiscal year which ends June 30th and the report should
reflect information of the corporation on that date. I trust that you will read
the instructions carefully and complete the form accurately in order to
facilitate the data conversion for our computerized records system, we are
asking that all information be printed legibly, Illegible reports will be re
turned as unapproved.
I wish to
take this opportunity to thank you for your cooperation and to extend to you the
services of the Corporation at any time. If you need assistance in completing
this document please contact the Chief Deputy of the Corporation Department at
(317) 633-6576.
Sincerely
yours,
Larry A.
Conn
Secretary
of State
State of
Indiana
NOTICE
OF CHANGE OF PRINCIPAL OFFICE AND/OR RESIDENT AGENT
OF
PATRICK INDUSTRIES,
INC. JAN
3, 1961
(Date of Incorporation)
THE
UNDERSIGNED OFFICERS OF THE ABOVE INDIANA CORPORATION FOR PROFIT, DESIRING TO
____________ OF CHANGE OR PRINCIPAL OFFICE AND/ OR RESIDENT AGENT AS REQUIRED BY
LAW, HEREBY CERTIFY THAT :
1. THE
POST OFFICE ADDRESS OF THE PRINCIPAL OFFICE OF THE CORPORATION IS NOW 1800 South
14th
Street, PO Box 638, Elkhart, IN
2. THE
RESIDENT AGENT OF THE CORPORATION IS NOW Keith V. Kankel
Secretary-Treasurer ADDRESS OF RESIDENT AGENT IS NOW 1800 South 14th
Street, Elkhart, IN.
3. THE
ABOVE CHANGES HAVE BEEN AUTHORIZED BY THE BOARD OF DIRECTORS OF THE CORPORATION
AMENDING ARTICLE(S) Board Meeting, Sept. 25, 1974 OF THE ARTICLES OF
INCORPORATION.
|
/s/ Mervin D. Lung
President
|
/s/ Keith V. Kankel
Secretary
or Assistant Secretary
|
NOTARY
INFORMATION: STATE OF INDIANA COUNTY OF ELKHART SUBSCRIBED AND SWORN
BEFORE ME, A NOTARY PUBLIC IN AND OF THIS COUNTY AND THIS 2 DAY OF JULY 1975
_/s/ John P.
Sadoney_____________ Notary Public
|
THIS
DOCUMENT MUST BE NOTARIZED AND ACCOMPANIED BY A $__.00 FILING
FEE!
|
ROOM
155
STATE
CAPITOL BUILDING
INDIANAPOLIS,
INDIANA 46204
CORPORATION
FORM NO. 120
ANNUAL
DOMESTIC CORPORATION REPORT FOR INDIANA CORPORATIONS
|
TO:
|
4321-004
09 DOMESTIC
1
PATRICK
INDUSTRIES INC
1800
S. 14TH ST
ELKHART IN 46514
|
A
PERSONAL LETTER TO CORPORATION OFFICERS:
This
snap-out set contains two copies of the annual domestic corporation report. For
your convenience we have a form for filing a change of principal office and/or
resident agent. This form appears on the back of page 1.
PLEASE
NOTE THAT THE FILING FEE FOR DOMESTIC PROFIT MAKING CORPORATION ANNUAL REPORTS
IS NOW $15.00 pursuant to IC 1971, 23-3-2, as amended by Indiana Acts 1973
Public Law 247).
The State
of Indiana requires that each corporation file an annual report with the
Secretary of State. The report must be filed by July 30th. The reporting year is
the State of Indiana fiscal year which ends June 30th and the report should
reflect information of the corporation on that date. I trust that you will read
the instructions carefully and complete the form accurately in order to
facilitate the data conversion for our computerized records system, we are
asking that all information be printed or typed. Illegible reports will be re
turned as unapproved.
I wish to
take this opportunity to thank you for your cooperation and to extend to you the
services of the Corporation Department at any time. If you need assistance in
completing this document please contact the Chief Deputy of the Corporation
Department at (317) 633-6576.
STATE OF
INDIANA
OFFICE OF
THE SECRETARY OF STATE
Secretary
of State
To
Whom These Presents Come, Greeting:
WHEREAS,
there has been presented to this office for filing, a duly authenticated copy of
Articles of Merger, merging
PATRICK SHAMROCK
CORPORATION
PLYWOOD PROJECTS, INC.
MOBILCRAFT WOOD PRODUCTS,
INC.
an
Indiana Corporation, the non-survivor, into
PATRICK
INDUSTRIES, INC.
an
Indiana Corporation, the survivor, which said corporation shall hereinafter be
designated as
PATRICK
INDUSTRIES, INC.
Said
Articles of Merger having been prepared and signed in accordance with the
Indiana General Corporation Act, approved March 16, 1929, and Acts amendatory
thereof and supplemental thereto.
WHEREAS,
upon due examination, I find that they conform to law:
NOW,
THEREFORE, I, LARRY A CONRAD , hereby certify that I have this day endorsed my
approval upon the copies of such Articles of Merger, and having received the
fees required by law, have filed the required copy in this office endorsed with
my approval.
The
effective date of the merger is June 21, 1976.
|
[SEAL]
|
In
Witness Whereof, I have hereunto set my hand and affixed
the
seal of the State of Indiana, at the City of Indianapolis,
this 21st
day of June, 1976
________________________________________________
Larry A.
Conrad, Secretary of
State
By__________________________________________________
Deputy
|
ARTICLES OF MERGER
OF
PATRICK
SHAMROCK CORPORATION, PLYWOOD PROJECTS, INC. & MOBILCRAFT WOOD PRODUCTS,
INC.
(Subsidiary
Corporation)
Into
PATRICK
INDUSTRIES, INC.
The
undersigned, PATRICK INDUSTRIES, INC. (hereinafter referred to as the “Surviving
Corporation”), existing pursuant to the provisions of the Indiana General
Corporation Act, as amended (hereinafter referred to as the “Act”), and desiring
to give notice of corporate actions effectuating the merger of Patrick Shamrock
Corp. , Plywood Projects, Inc. and Mobilcraft Wood Products, Inc. (hereinafter
referred to as the “Subsidiary Corporation”), a corporation existing pursuant to
the Act, ninety-five percent (95%) or more of the shares of each class whereof
are owned by the Surviving Corporation, into the Surviving Corporation, and
acting by its President or Vice-President and its Secretary or Assistant
Secretary, hereby certifies the following facts:
ARTICLE
A
Plan
of Merger
The Board
of Directors of the Surviving Corporation, by resolution duly adopted, approved
a Plan of Merger, the title, parties, terms, conditions and signatures of which
are as follows:
See Plan
and Agreement of Merger attached hereto.
PLAN AND
AGREEMENT OF MERGER
PLAN
AND AGREEMENT OF MERGER (hereinafter called this “Agreement”) dated as of May
31, 1976, between PATRICK INDUSTRIES, INC., an Indiana corporation (hereinafter
called “Patrick Industries” and sometimes called the “Surviving Corporation”),
PLYWOOD PROJECTS, INC., an Indiana corporation (hereinafter called “Plywood”),
MOBILCRAFT WOOD PRODUCTS, INC., an Indiana corporation (hereinafter called
“Mobilcraft”) and PATRICK SHAMROCK CORPORATION, an Indiana corporation
(hereinafter called “Shamrock”), Patrick Industries, Plywood, Mobilcraft and
Shamrock being sometimes together called the “Constituent
Corporations”.
W I T N E
S S E T H:
WHEREAS,
Patrick Industries has an authorized capital consisting of 3,000,000 shares of
Common Stock, without par value (hereinafter sometimes called “Patrick
Industries Common Stock”), of which 903,483 shares are issued and outstanding;
and
WHEREAS,
Plywood has an authorized capital consisting of 1,000 shares of Common Stock
without par value (hereinafter sometimes called “Plywood Common Stock”), of
which 1,000 shares are issued and outstanding; and
WHEREAS,
Mobilcraft has an authorized capital consisting of 1,000 shares of Common Stock,
without par value (hereinafter sometimes called “Mobilcraft Common Stock”), of
which 100 shares are issued and outstanding; and
WHEREAS,
Shamrock has an authorized capital consisting of 1,000 shares of Common Stock,
without par value (hereinafter sometimes called “Shamrock Common Stock”), of
which 500 shares are issued and outstanding; and
WHEREAS,
the respective Boards of Directors of the Constituent Corporations deem it
advisable for the general welfare and advantage of Constituent Corporations that
they merge (hereinafter sometimes called the “Merger”) pursuant to this
Agreement and the applicable provisions of the laws of the State of Indiana in a
transaction which qualifies as a reorganization as defined in Section
366(a)(1)(A) of the Internal Revenue Code of 1954, as amended, and approve such
reorganization and this Agreement upon the terms and subject to the conditions
hereinafter provided; and
WHEREAS,
the Surviving Corporation is the holder of all of the issued and outstanding
Common Stock of Plywood, Mobilcraft and Shamrock;
NOW,
THEREFORE, in consideration of the premises and of the mutual provisions,
agreements, covenants, conditions and grants herein contained, and in accordance
with the provisions of The Indiana General Corporation Act, the parties hereto
mutually covenant and agree as follows:
ARTICLE
I
1.01 On
the Effective Date of the Merger (as defined in Section 3.01) each of the
Constituent Corporations shall be merged into Patrick Industries which shall be
the Surviving Corporation. The corporate existence of Patrick Industries, with
all its purposes, powers, and objects, shall continue unaffected and unimpaired
by the Merger; and as the Surviving Corporation, Patrick Industries shall be
governed by the laws of the State of Indiana and succeed to all rights, assets,
liabilities, and obligations of Plywood, Mobilcraft and Shamrock. The separate
existences and corporate organizations of Plywood, Mobilcraft Shamrock shall
cease upon the Effective Date of
the
Merger, and thereafter Patrick Industries shall continue as the Surviving
Corporation under the laws of the State of Indiana.
1.02 If
at any time after the Effective Date of the Merger, the Surviving Corporation
shall consider or be advised that any further assignments or assurances in law
or any other things are necessary or desirable to vest, perfect or confirm, of
record or otherwise, in the Surviving Corporation, the title to any property or
right of Plywood, Mobilcraft or Shamrock acquired or to be acquired by reason of
or as a result of the Merger, the officers and directors of Plywood, Mobilcraft
and Shamrock, respectively, shall and will in the name of such respective
companies or otherwise, execute and deliver all such proper deeds, assignments,
and assurances in law and do all things necessary and proper to vest, perfect or
confirm title to such property and rights in the Surviving Corporation and
otherwise to carry out the purpose of this Agreement, and the proper officers
and directors of the Surviving Corporation are fully authorized in the name of
Plywood, Mobilcraft and Shamrock, or otherwise to take any and all such
action.
ARTICLE
II
2.01 Since
all of the issued and outstanding shares of Plywood, Mobilcraft and Shamrock
Common Stock are owned by a common shareholder, on the Effective Date of the
Merger, each of the issued and outstanding shares of Plywood Common Stock,
Mobilcraft Common Stock, and Shamrock Common Stock and each share of Common
Stock, if any, held in each of Plywood’s, Mobilcraft’s and Shamrock’s respective
Corporate Treasuries shall be cancelled and no shares of the Surviving
Corporation shall be issued with respect thereto.
2.02 The
Articles of Incorporation of Patrick Industries as existing and constitute
immediately prior to the Effective Date of the Merger, shall continue to be and
remain the Articles of Incorporation of the Surviving Corporation following said
Effective Date.
2.03 The
By-Laws of Patrick Industries as existing and constituted immediately prior to
the Effective Date of the Merger, shall continue to be and remain the By-Laws of
the Surviving Corporation following said Effective Date.
2.04 The
Officers and Directors of Patrick Industries immediately prior to the Effective
Date of the Merger shall continue and remain the Officers and Directors of the
Surviving Corporation following said Effective Date for the terms elected or
until their respective successors shall be elected or appointed and
qualify.
ARTICLE
III
General
3.01 This
Agreement shall be filed and recorded in the State of Indiana in accordance with
applicable filing and recording requirements of The Indiana General Corporation
Act. The Merger shall become effective at the time this Agreement is filed with
the Secretary of State of Indiana.
3.02 This
Agreement and the transactions contemplated herein may be terminated at any time
prior to the Effective Date of the Merger by the Board of Directors of the
Surviving Corporation.
3.03 This
Agreement may be executed in any number of counterparts and may be, where the
same is not required, certified or otherwise delivered without the testimonium
clause and signatures. Each counterpart hereof shall be deemed to be an original
instrument; but all such counterparts together shall constitute but one
Agreement.
3.04 The
Surviving Corporation agrees that it may be served with process in the State of
Indiana in any proceeding for the enforcement of any obligation of Plywood,
Mobilcraft or Shamrock.
3.05 The
Surviving Corporation irrevocably appoints the Indiana Secretary of State as its
agent to accept service of process in any such proceeding. The address to which
a copy should be mailed by the Secretary of State is as follows:
|
Patrick
Industries, Inc.
1800
S. 14th Street
Elkhart,
Indiana 46514
Attention:
Secretary
|
IN
WITNESS WHEREOF, this Agreement has been executed as of the date and year first
above written by the Presidents and the Secretaries of Patrick Industries,
Plywood, Mobilcraft and Shamrock as directed by their respective Board of
Directors.
PATRICK
INDUSTRIES, INC.
By____/s/ Mervin D.
Lung________________
Mervin D. Lung, President
ATTEST:
/s/ Keith V.
Kankel___________________
Keith V.
Kankel, Secretary
|
MOBILCRAFT
WOOD PRODUCTS, INC.
|
|
|
ATTEST:
|
By
/s/ Mervin D.
Lung
Mervin D. Lung,
President
|
|
/s/ Keith V. Kankel
Keith
V. Kankel, Secretary
|
|
|
PLYWOOD
PROJECTS, INC.
|
|
|
ATTEST:
|
By
/s/ Mervin D.
Lung
Mervin D. Lung,
President
|
|
/s/ Keith V. Kankel
Keith
V. Kankel, Secretary
|
|
|
PATRICK
SHAMROCK CORPORATION
|
|
|
ATTEST:
|
By
/s/
Mervin D. Lung
Mervin D. Lung,
President
|
|
/s/ Keith V. Kankel
Keith
V. Kankel, Secretary
|
ARTICLE
B
Legal
Requirements
Section
1. Ownership. The number of outstanding shares of each class of the Subsidiary
Corporation, and the number of such shares of each class owned by Surviving
Corporation are as follows:
|
Class
|
Total Shares
Outstanding
|
Shares Owned by
Surviving Corporation
|
See Plan
and Agreement of Merger attached hereto.
Section
2. Notice (select appropriate paragraph).
□(a) A
copy of the Plan of Merger was mailed to each Shareholder of the
Subsidiary Corporation
other than the surviving corporation on______________________,19_____.
□
(b) Notice of
the merger was not required to be mailed.
Section
3. Compliance with Legal Requirements. The manner of the adoption of
the Plan of Merger, and the vote by which it was adopted, constitute full legal
compliance with the provisions of the Act, and with the Articles of
Incorporation and the By-Laws of the Subsidiary Corporation and the Surviving
Corporation.
ARTICLE
C
Effective
Date
The
effective date of the Merger effectuated hereby is the date on which the Plan
and Agreement of Merger attached hereto, is filed with the Secretary of State of
Indiana.
IN
WITNESS WHEREOF, the undersigned Surviving Corporation executes these Articles
of Merger, its President or Vice-President and its Secretary or Assistant
Secretary acting for and in behalf of such corporation, and certified to the
truth of the facts and acts herein recited. Dated this 1st day
of June.
PATRICK INDUSTRIES,
INC.
(Name
of Corporation)
By_____/s/ Mervin D.
Lung__
(Written
Signature)
____Mervin D.
Lung______
(Printed
Signature)
Attest:
_/s/ Keith V.
Kankel________________
(Written Signature)
_Keith V.
Kankel___________________
(Printed Signature)
|
STATE
OF INDIANA
COUNTY
OF ELKHART
|
}
|
SS:
|
I, the
undersigned, a Notary Public duly commissioned to take acknowledgments and
administer oaths in the State of Indiana, certify that Mervin D. Lung, the
President and Keith V. Kankel, the Secretary of Patrick Industries, Inc., the
officers executing the foregoing Articles of Merger, personally appeared before
me; acknowledged the execution thereof; and swore to the truth of the facts
therein stated.
WITNESS
my hand and Notarial Seal this 2nd day
of June, 1976.
__/s/ John P.
Sadoney___________________
(Written
Signature)
__ John
P. Sadoney____________________
(Printed
Signature)
Notary
Public
My
commission expires
August
24, 1976
This
instrument was prepared by McDermott, Will & Emery, Attorneys at
Law
111 West Monroe
Street, Chicago, Illinois 60603
(Number
and Street or
Building) (City) (State) (Zip
Code)
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
STATE OF
INDIANA
OFFICE
OF THE SECRETARY OF STATE
CERTIFICATE
OF AMENDMENT
OF
PATRICK
INDUSTRIES, INC.
I,
EDWIN J. S1MCOX, Secretary of State of Indiana, hereby certify that Articles of
Amendment for the above Corporation have been filed in the form prescribed by my
office, prepared and signed in duplicate in accordance with Chapter Four of the
Indiana General Corporation Act (IC 23-1-4).
NOW,
THEREFORE, upon due examination, I find that the Articles of Amendment conform
to law, and have endorsed my approval upon the duplicate copies of such
Articles; that all fees have been paid as required by law; that one copy of such
Articles has been filed in my office; and that the remaining copy of such
Articles bearing the endorsement of my approval and filing has been returned by
me to the Corporation.
|
[SEAL]
|
In Witness Whereof, I have
hereunto set my hand and affixed the seal of the State of Indiana, at the
City of Indianapolis, this 6th
day of June ,
1983
EDWIN
J. SIMCOX, Secretary of
State
By
Deputy
|
|
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
|
NOTE: This
form may now also be used for amending pursuant to the Medical
Professional Corporation Act, the Dental Professional Corporation Act, and
the Professional Corporation Act of 1965, as well as the General
Corporation Act. If the corporation was formed pursuant to the
authority of one of these statutes other than the General
Corporation Act, so indicate in the preamble below by striking the
references in the three inappropriate statutes. Professional
accounting corporations are formed under a new chapter of The General
Corporation Act, as no change in the preamble is
necessary.
|
Corporate
Form No. 102 (Jan 1976)—Page One
ARTICLES
OF AMENDMENT (Amending Individual
Articles
Only)
Prescribed
by Larry A. Conrad, Secretary of State of
Indiana
Use
Size 8½ x 11 White Paper for Inserts
Filing
Requirements—Present 2 Executed Copies to Secretary of State, Room 155,
State House Indianapolis 46204
Recording
Requirements—Not required. However, if the
name
of the Corporation is changed by these Articles, a certified Certificates
of Amendment must be filed with
the
County Recorder of every County where the Corporation owns real property
in Indiana.
|
||
ARTICLES OF
AMENDMENT
OF THE
ARTICLES OF
INCORPORATION
PATRICK
INDUSTRIES, INC.
The
undersigned officers
of Patrick Industries,
Inc.
(hereinafter
referred to as the “Corporation”) existing pursuant to the provisions of the
Indiana General Corporation Act (Medical Professional Corporation Act/Dental
Professional Corporation Act/Professional Corporation Act of 1965), as amended
(hereinafter referred to as the “Act”), desiring to give notice of corporate
action effectuating amendment of certain provisions of its Articles of
Incorporation, certify the following facts:
ARTICLE
I
Text of the
Amendment
The exact
text of Article(x) V
of the
Articles of Incorporation of the Corporation, as amended (hereinafter referred
to as the “Amendment”) now is as follows:
Number of
Shares
The total
number of shares which the Corporation shall have authority to issue is six
million (6,000,000) shares, consisting of six million (6,000,000) shares without
par value.
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
|
|
Corporation
Form No. 102 (Jan. 1976)—Page Two
|
|
|
Prescribed
by Larry A. Conrad, Secretary of State of
Indiana
|
ARTICLE
II
Manner of Adoption and
Vote
Section 1. Action
by Directors (select appropriate paragraph).
(a) The
Board of Directors of the Corporation, at a meeting thereof duly called,
constituted and held on, 19 ,
at which a quorum of such Board of Directors was present, duly adopted a
resolution proposing to the Shareholders of the Corporation entitled to vote in
respect of the Amendments that the provisions and terms of Article ______ of its
Articles of Incorporation be amended so as to read as set forth in the
Amendments; and called a meeting of such shareholders, to be held ,
19 ,
to adopt or reject the Amendments, unless the same were so approved prior to
such date by unanimous written consent.
(b) By
written consent executed on April 18, 1983, signed by all of the members of the
Board of Directors of the Corporation, a resolution was adopted proposing to the
Shareholders of the Corporation entitled to vote in respect of the Amendments,
that the provisions and terms of Article of its Articles of Incorporation be
amended so as to read as set forth in the Amendments, and a meeting of such
shareholders was called to be held May 26, 1983, to adopt or reject the
Amendments, unless the same were so approved prior to such date by unanimous
written consent.
Section 2. Action
by Shareholders (select appropriate paragraph).
(a) The
Shareholders of the Corporation entitled to vote in respect of the Amendments,
at a meeting thereof, duly called, constituted and held on May 26, 1983, at
which 829,094 shares present in person or by proxy, adopted the
Amendments.
The
holders of the following classes of shares were entitled to vote as a class in
respect of the Amendments:
(1)
(2)
(3)
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
|
|
Corporation
Form No. 102 (Jan. 1976)—Page Three
|
|
|
Prescribed
by Larry A. Conrad, Secretary of State of
Indiana
|
The
number of shares entitled to vote in respect of the Amendments, the number of
shares voted in favor of the adoption of the Amendments, and the number of
shares voted against such adoption are as follows:
|
Total
|
Shares
Entitled to Vote as a Class
(as listed immediately
above)
|
|||||
|
(1)
|
(2)
|
(3)
|
||||
|
Shares
entitled to vote:
|
829,094
|
|||||
|
Shares
voted in favor:
|
827,948
|
|||||
|
Shares
voted against:
|
26,669
|
|||||
(b) By
written consent executed on ____________________, 19___ signed by the holders of
__________ shares of the Corporation, being all of the shares of the Corporation
entitled to vote in respect of the Amendments, the Shareholders adopted the
Amendments.
Section
3. Compliance with Legal Requirements.
The
manner of the adoption of the Amendments, and the vote by which they were
adopted, constitute full legal compliance with the provisions of the Act, the
Articles of Incorporation, and the By-Laws of the Corporation.
ARTICLE
III
Statement of Changes Made
With Respect to Any Increase
In The Number of Shares
Heretofore Authorized
|
Aggregate
Number of Shares
Previously
Authorized
|
3,000,000
|
|
|
Increase
|
3,000,000
|
(indicate
“0” or “N/A” if no increase)
|
|
Aggregate
Number of Shares To Be Authorized After Effect of This
Amendment
|
6,000,000
|
|
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
|
|
Corporation
Form No. 102 (Jan. 1976)—Page Four
|
|
|
Prescribed
by Larry A. Conrad, Secretary of State of
Indiana
|
IN
WITNESS WHEREOF, the undersigned officers execute these Articles of Amendment of
the Articles of Incorporation of the Corporation, and certify to the truth of
the facts herein stated, this 31st day
of May, 1983.
|
(Written
Signature)
|
(Written
Signature)
|
|
(Printed
Signature)
|
(Printed
Signature)
|
|
President
of
(Name
of Corporation)
|
Secretary
of
(Name
of Corporation)
|
STATE OF
INDIANA
) SS:
COUNTY OF
ELKHART
I, the
undersigned, a Notary Public duly commissioned to take acknowledgements and
administer oaths in the State of Indiana, certify that Mervin D. Lung, the
President and Keith V. Kankel, the Secretary of Patrick Industries, Inc., the
officers executing the foregoing Articles of Amendment of the Articles of
Incorporation, personally appeared before me, acknowledged the execution
thereof, and swore to the truth of the facts there stated.
Witness
my hand and Notarial Seal this 31st day
of May, 1983.
( )
( )
Notary
Public
My
Commission Expires:
August
24,
1984
This
instrument was prepared by Roberta Blum Stein, Attorney at Law, 111 West Monroe
Street, Chicago, Illinois 60603.
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
State
Form 39074
SS-C71
Rev.
12-79
STATE OF
INDIANA
OFFICE
OF THE SECRETARY OF STATE
CERTIFICATE
OF MERGER
To
Whom These Presents Come, Greeting:
WHEREAS,
there have been presented to this office for filing duplicative copies of
Articles of Merger, merging
Corporation State
of
Incorporation Date
of Incorporation/Admission
ILC
PRODUCTS COMPANY,
INC. DELAWARE MARCH
27, 1969
the
non-survivor(s), info
PATRICK
INDUSTRIES, INC.,
an
Indiana Corporation, the survivor, which corporation shall hereinafter be
designated as
PATRICK
INDUSTRIES, INC.
NOW,
THEREFORE, I, EDW1N J. SIMCOX, Secretary of State of Indiana, do hereby certify
that I have this day endorsed my approval upon the duplicate copies of the
Articles of Merger so presented, and having received the fees required by law,
have filed one copy in this office and returned the other to the
corporation.
The effective date of the merger
is SEPTEMBER 16, 1985
|
[SEAL]
|
In Witness Whereof, I have
hereunto set my hand and affixed the seal of the State of Indiana, at the
City of Indianapolis, this 16th
day of SEPTEMBER ,
1985
EDWIN
J. SIMCOX, Secretary of
State
By
Deputy
|
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
|
FILING
REQUIREMENTS – Present 2 fully executed copies to the
Secretary
of State, plus such additional copies as needed in order to
fulfill
the recording requirements, and filing fee of $36.00.
|
ARTICLES
OF MERGER– page one
|
|
RECORDING
REQUIREMENTS – within 10 days of the effective
date
of the merger, a copy of the Certificate of Merger, duly
certified
by
the Secretary of State, must be filed with the Recorder of
all
counties
in Indiana in which any corporation party to the merger
has
real estate, the title to which is transferred thereby, and
in
counties
in which the surviving corporation owns real property
when
the name of the survivor is changed via the merger.
|
Corporate
Form #106 (______ 1979)
State
Farm 3903___
Prescribed
by Edwin J. Simcox
Secretary
of State of Indiana
|
ARTICLES OF
MERGER
of
ILC
PRODUCTS COMPANY, INC.
(a
Subsidiary Corporation)
into
PATRICK
INDUSTRIES, INC.
The
undersigned, Patrick Industries, Inc. (hereinafter, “Surviving Corporation”),
existing pursuant to the provisions of Indiana General Corporation Law (Insert
Statutory Name or Citation), as amended (hereinafter, the “Act”), and desiring
to give notice of corporate actions effectuating the merger of ILC Products
Company, Inc. (hereinafter, “Merging” or “Subsidiary Corporation”), existing
pursuant to Delaware General Corporation Law (Insert Statutory Name or
Citation), ninety-five (95%) per cent or more of the shares of each class of
which are owned by the Surviving Corporation, into the Surviving Corporation,
and acting by its President or Vice-President and its Secretary or
Assistant Secretary, hereby certifies the following facts:
Article
I
PLAN OF
MERGER
The Board
of Directors of the Surviving Corporation, by resolution duly adopted, approved
a Plan of Merger, containing such information as required by I.C.23-1-5-2, which
plan is set forth in “Exhibit A” attached hereto and made a part
hereof:
See
Attachment I
(Here
insert Plan of Merger – use additional 8½” x 11” pages as
necessary)
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
|
|
ARTICLES
OF MERGER—page two
|
ARTICLE
II
LEGAL
REQUIREMENTS
Section
1. Ownership: The number of outstanding shares of
each class of the Subsidiary Corporation, and the number of shares of each class
owned by the Surviving Corporation are as follows:
|
Class
|
Total
Shares
Outstanding
|
Shares
Owned by
Surviving Corporation
|
|
Common
Stock
|
1,036,568
|
1,036,568
|
Section
2. Notice (select appropriate paragraph):
(a) A copy of the Plan of Merger was
mailed to each Shareholder of the Subsidiary Corporation other than the
Surviving Corporation on ____________________________, 19___
Section
3. Compliance with Legal Requirements: The manner
of the adoption of the Plan of Merger and the vote by which it was adopted
constitute full legal compliance with the provisions of the Act and with the
Articles of Incorporation and the By-Laws of the Subsidiary Corporation and the
Surviving Corporation.
Article
III
EFFECTIVE
DATE
The
effective date of the merger effectuated hereby is upon filing,
19____. (May NOT be prior to nor more than 30 days after date of
filing with Secretary of State.)
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
Attachment
I to Articles of Merger:
PLAN OF
MERGER
FIRST:
Patrick Industries, Inc. (hereinafter “Patrick” or “surviving corporation”) owns
all of the issued and outstanding stock of ILC Products Company, Inc., a
Delaware corporation (“ILC”).
SECOND:
Patrick shall merge ILC into Patrick and shall assume all of the obligations of
ILC.
THIRD:
Upon the consummation of the merger, each issued and outstanding share of ILC
shall forthwith and without further corporate action be cancelled, and no new
shares of ILC shall be issued.
FOURTH:
The merger shall become effective upon date of filing of Articles of Merger with
the Secretary of State of Indiana and a Certificate of Ownership and Merger with
the Secretary of State of Delaware.
FIFTH:
Upon the consummation of the merger, ILC shall be merged into Patrick and its
separate corporate existence shall cease. The surviving corporation shall have
all the rights, privileges, immunities and franchises, public and private, of
the constituent corporations. All property, real, personal and mixed, and all
debts due on whatever account and all other choses in action and every other
interest of or belonging to or due each of the constituent corporation, shall be
transferred to and vested in the surviving corporation without further act or
deed. The surviving corporation shall be responsible and liable for the
liabilities and obligations of the constituent corporations. Any claim existing
or action or proceeding pending against any of the constituent corporations may
be prosecuted to judgment as if the merger had not taken place or the surviving
corporation may be substituted in its place. Neither the rights of creditors,
nor any lien on the property of a constituent corporation shall be impaired in
any way by reason of the merger.
SIXTH:
The Plan of Merger may be amended or abandoned prior to the consummation thereof
by the Board of Directors of Patrick.
SEVENTH:
The surviving corporation agrees that it may be served with process in the State
of Delaware, in any proceeding for enforcement of any obligation of ILC as well
as for enforcement of any obligation of Patrick arising from the merger, and
hereby irrevocably appoints the Secretary of State of the State of Delaware as
its agent to accept service of process in any such suit or other proceeding. The
address to which a copy of such process shall be mailed by the Secretary of
State shall be: Mervin D. Lung, President; Patrick Industries, Inc.; 1800 South
14th Street; Elkhart, Indiana 46515.
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
IN
WITNESS WHEREOF, the undersigned Surviving Corporation executes these Articles
of Merger, its President or Vice-President and its Secretary or
Assistant Secretary acting for and in behalf of such corporation, and certifies
to the truth of the facts and acts herein recited.
Dated
this 3rd day of SEPTEMBER, 1985.
|
PATRICK
INDUSTRIES, INC.
|
|
|
(Name
of Corporation)
|
|
|
By:
|
/s/
Mervin D. Lung
|
|
(Written
Signature)
|
|
|
Mervin
D. Lung
|
|
|
(Printed
Name)
|
|
|
PRESIDENT
|
|
Attest:
| /s/ Keith V. Kankel |
|
(Written
Signature)
|
| Keith V. Kankel |
|
(Printed
Name)
|
|
SECRETARY
|
STATE OF
INDIANA
) SS:
COUNTY OF
ELKHART
I, the
undersigned, a Notary Public duly commissioned by the State of Indiana to take
acknowledgements and administer oaths, certify that the above-signed officers of
the above-designated corporation personally appeared before me, executed the
foregoing instrument, and swore or attested to the truth of the facts stated
therein.
WITNESS
my hand and Notarial Seal this 3rd day of SEPTEMBER, 1985.
|
My
Notarial Commission
Expires: April
24, 1988
|
/s/ John P.
Sadowey
(Written
Signature)
|
|
I
am a resident of
ELKHART
County
|
John P.
Sadoway
(Printed
Name)
|
Instrument
prepared by McDermott, Will & Emery
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
|
Corporate
Form No. 109 (Jan. 1974—Page One
STATEMENT
OF CANCELLATION AND RES.
TORATION
OR DEAUTHORIZATION OF
SHARES
Filing
Requirements Present 2 Executed Copies to Secretary
of State within 30 days after adoption of Resolution of
Reduction
|
STATEMENT OF CANCELLATION
AND
RESTORATION OR
DEAUTHORIZATION OF
SHARES
OF
PATRICK
INDUSTRIES, INC.
The
undersigned officers of Patrick Industries, Inc., (hereinafter referred to as
the “Corporation”), existing pursuant to the provisions The Indiana General
Corporation Act as amended (hereinafter referred to as the “Act”), desiring to
give notice of corporate action effectuating cancellation of shares of the
Corporation, which have been reacquired by it, and restored to the status of
authorized by unissued shares or deauthorized shares, certify the following
facts:
SUBDIVISION
A
Shares
Cancelled
1. (Check
appropriate box)
|
This
statement relates to the cancellation of shares of the Corporation other
than preferred shares.
|
|
|
This
statement relates to the cancellation of preferred shares of the
Corporation only.
|
2. (Check
appropriate box)
The shares cancelled hereby shall no
longer be authorized shares of the Corporation.
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
|
|
Corporate
Form No. 109 (Jan. 1974) Page Two
|
SUBDIVISION
B
ACTION BY
DIRECTORS
(Select
appropriate paragraph)
|
The
Board of Directors of the Corporation at a meeting thereof, duly called,
constituted and held on ____________________, 19___, at which a quorum of
such Board of Directors was present, duly adopted the following
resolutions:
|
|
|
By
written consent, executed on September 19, 1985, signed by all of the
members of the Board of Directors of the Corporation, the following
resolutions were adopted:
|
RESOLVED,
that 816,529 shares of the Corporation heretofore reacquired by it, as itemized
below by class, are hereby cancelled.
RESOLVED,
that the Corporation (shall) have authority to reissue the shares cancelled
hereby.
RESOLVED,
that the Treasurer of the Corporation is authorized and directed to reflect such
cancellation upon the books of account of the Corporation, and in connection
therewith, to reduce the stated capital of the Corporation by the aggregate par
value of the shares so cancelled having a par value, and by the aggregate
consideration allocated by Board of Directors to stated capital in respect of
the shares so cancelled having no par value.
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
|
|
Corporate
Form No. 109 (Jan. 1974) Page Three
|
SUBDIVISION
C
STATEMENT OF CHANGES MADE
WITH RESPECT TO THE
SHARES HERETOFORE
AUTHORIZED
(Note: If
preferred shares only are cancelled by this statement, the information required
to be given in this subdivision need be given only in respect of preferred
shares of the Corporation. If shares other than preferred shares are
cancelled, strike out the word “preferred” each time it occurs.
1. Aggregate Number of Shares
Heretofore Authorized
The
aggregate number of (preferred) shares which the Corporation had authority to
issue prior to such cancellation, itemized by class, is as follows:
|
Class
|
Shares Heretofore
Authorized
|
|
Common
|
6,000,000
|
2. Aggregate Number of Shares
Cancelled
The
number of shares which are cancelled hereby itemized by class is as
follows:
|
Class
|
Shares Heretofore
Authorized
|
|
Common
|
816,529
|
3. Aggregate Number of Shares
Hereafter Authorized
The
aggregate number of shares which the Corporation will have authority to issue
after giving effect to such cancellation, itemized by class, is as
follows:
|
Class
|
Shares Heretofore
Authorized
|
|
Common
|
6,000,000
|
4. Number of Issued and
Unissued Shares
The
aggregate number of issued shares and the aggregate number of unissued
(preferred ) shares of the Corporation, after giving effect to such
cancellation, itemized by class, are as follows:
|
Class
|
Shares Issues
|
Shares Unissued
|
|
Common
|
1,271,559
|
4,728,441
|
5. Number Restored to the
Status of Authorized by Unissued
The total
number of shares hereby restored to the status of authorized but unissued shares
of the Corporation is 816,529.
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
|
|
Corporate
Form No. 109 (Jan. 1974) Page Four
|
IN
WITNESS WHEREOF, the undersigned officers execute this Statement and certify to
the truth of the facts herein, stated, this 19th day of September,
1985.
/s/ William J. Laub
(Written Signature)
William J. Laub
(Printed Signature)
Vice
President of
Patrick Industries, Inc.
(Name of Corporation)
/s/ Keith V.
Kankel
(Written Signature)
Keith V.
Kankel
(Printed Signature)
Secretary
of
Patrick Industries,
Inc.
(Name of Corporation)
STATE OF
INDIANA )
) SS:
COUNTY
OF )
I, the
undersigned, a Notary Public duly commissioned to take acknowledgements and
administer oaths in the State of Indiana, certify that William J. Laub, the Vice
President and Keith V. Kankel, the Secretary of PATRICK INDUSTRIES, INC., the
officers executing the foregoing Statement, personally appeared before me;
acknowledged the execution thereof; and swore to the truth of the facts therein
stated.
WITNESS
my hand and Notarial Seal this _____ day of ______________, 19___.
/s/ John P. Sadowey
(Written
Signature)
John P. Sadowey
(Printed Signature)
Notary Public
My
Commission Expires:
August
24,
1988
This
instrument was prepared by PATRICK INDUSTRIES, INC.
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
|
|
Corporate
Form No. 109 (Jan. 1974 - _____
|
|
|
STATEMENT
OF CANCELLATION AND RESTORATION OR DEAUTHORIZATION OF
SHARES
|
|
|
|
|
|
|
Filing
Requirements Present 2 Executed copies to Secretary of State within 5
days adoption of Resolution of Reduction
Approved and Filed
SEP 20, 1985.
STATEMENT OF CANCELLATION
AND
RESTORATION OR
DEAUTHORIZATION OF
SHARES
OF
PATRICK
INDUSTRIES, INC.
The
undersigned officers of Patrick Industries, Inc., (hereinafter referred to as
the “Corporation”), existing pursuant to the provisions The Indiana General
Corporation Act as amended (hereinafter referred to as the “Act”), desiring to
give notice of corporate action effectuating cancellation of shares of the
Corporation, which have been reacquired by it, and restored to the status of
authorized by unissued shares or deauthorized shares, certify the following
facts:
SUBDIVISION
A
Shares
Cancelled
1. (Check
appropriate box)
|
[X]
|
This
statement relates to the cancellation of shares of the Corporation other
than preferred shares.
|
|
|
This
statement relates to the cancellation of preferred shares of the
Corporation only.
|
2. (Check
appropriate box)
[X]
The shares cancelled hereby shall have the status of authorized but unissued
shares.
The shares cancelled hereby shall no
longer be authorized shares of the Corporation.
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
|
|
Corporate
Form No. 109 (Jan. 1974) Page Two
|
SUBDIVISION
B
ACTION BY
DIRECTORS
(Select
appropriate paragraph)
The Board of Directors of the
Corporation at a meeting thereof, duly called, constituted and held on
_______________, 19___, at which a quorum of such Board of Directors was
present, duly adopted the following resolutions:
By written consent, executed on
September 19, 1985, signed by all of the members of the Board of Directors of
the Corporation, the following resolutions were adopted:
RESOLVED,
that 166,721 shares of the Corporation heretofore reacquired by it, as itemized
below by class, are hereby cancelled.
RESOLVED,
that the Corporation (shall) (shall not) have
authority to reissue the shares cancelled hereby.
RESOLVED,
that the Treasurer of the Corporation is authorized and directed to reflect such
cancellation upon the books of account of the Corporation, and in connection
therewith, to reduce the stated capital of the Corporation by the aggregate par
value of the shares so cancelled having a par value, and by the aggregate
consideration allocated by the Board of Directors to stated capital in respect
of the shares so cancelled having no par value.
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
|
|
Corporate
Form No. 109 (Jan. 1974) Page Three
|
SUBDIVISION
C
STATEMENT OF CHANGES MADE
WITH RESPECT TO THE
SHARES HERETOFORE
AUTHORIZED
(Note: If
preferred shares only are cancelled by this statement, the information required
to be given in this subdivision need be given only in respect of preferred
shares of the Corporation. If shares other than preferred shares are
cancelled, strike out the word “preferred” each time it occurs.
1. Aggregate Number of Shares
Heretofore Authorized
The
aggregate number of (preferred) shares which the Corporation had authority to
issue prior to such cancellation, itemized by class, is as follows:
|
Class
|
Shares Heretofore
Authorized
|
|
Common
|
6,000,000
|
2. Aggregate Number of Shares
Cancelled
The
number of shares which are cancelled hereby itemized by class is as
follows:
|
Class
|
Shares Heretofore
Authorized
|
|
Common
|
166,721
|
3. Aggregate Number of Shares
Hereafter Authorized
The
aggregate number of shares which the Corporation will have authority to issue
after giving effect to such cancellation, itemized by class, is as
follows:
|
Class
|
Shares Heretofore
Authorized
|
|
Common
|
6,000,000
|
4. Number of Issued and
Unissued Shares
The
aggregate number of issued shares and the aggregate number of unissued
(preferred ) shares of the Corporation, after giving effect to such
cancellation, itemized by class, are as follows:
|
Class
|
Shares Issues
|
Shares Unissued
|
|
Common
|
1,104,838
|
4,895,162
|
5. Number Restored to the
Status of Authorized by Unissued
The total
number of shares hereby restored to the status of authorized but unissued shares
of the Corporation is 166,721.
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
|
|
Corporate
Form No. 109 (Jan. 1974) Page Four
|
IN
WITNESS WHEREOF, the undersigned officers execute this Statement and certify to
the truth of the facts herein, stated, this 19th day of September,
1985.
/s/ William J.
Laub
(Written Signature)
William J. Laub
(Printed Signature)
Vice
President of
Patrick Industries,
Inc.
(Name of Corporation)
/s/ Keith V.
Kankel
(Written Signature)
Keith V.
Kankel
(Printed Signature)
Secretary
of
Patrick Industries,
Inc.
(Name of Corporation)
STATE OF
INDIANA )
) SS:
COUNTY
OF ELKHART )
I, the
undersigned, a Notary Public duly commissioned to take acknowledgements and
administer oaths in the State of Indiana, certify that William J. Laub, the Vice
President and Keith V. Kankel, the Secretary of PATRICK INDUSTRIES, INC., the
officers executing the foregoing Statement, personally appeared before me;
acknowledged the execution thereof; and swore to the truth of the facts therein
stated.
WITNESS
my hand and Notarial Seal this _____ day of ______________, 19___.
/s/ John V. Sadoway
(Written Signature)
John V.
Sadoway
(Printed Signature)
Notary Public
My
Commission Expires:
April
24,
1988
This
instrument was prepared by PATRICK INDUSTRIES, INC.
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
STATE OF
INDIANA
OFFICE
OF THE SECRETARY OF STATE
To
Whom These Presents Come, Greeting:
WHEREAS,
there has been presented to me at this office a Statement of Reduction of the
Authorized Capital Stock of
PATRICK
INDUSTRIES, INC.
Showing
reduction of authorized Capital Stock from
|
1.
|
Shares
Heretofore Authorized
|
|||||
|
6,000,000
|
||||||
|
Common
|
||||||
|
2.
|
Shares
Reduced and Cancelled
|
|||||
|
166,721
|
||||||
|
Common
|
||||||
|
3.
|
Shares
Hereafter Authorized
|
|||||
|
6,000,000
|
||||||
|
Common
|
||||||
|
4.
|
Number
of Issued and Unissued (Preferred) Shares
|
|||||
|
Class
|
Shares Issues
|
Shares Unissued
|
||||
|
Common
|
1,104,838
|
4,895,162
|
||||
|
5.
|
Number
Restored to the Status of Authorized but Unissued
The
total number of shares hereby restored to the status of authorized but
unissued shares of the Corporation is 166,721.
|
|||||
WHEREAS,
said Statement of Reduction of Authorized Capital Stock has been prepared and
signed in accordance with Chapter Four of the Indiana General Corporation Act
(IC 23-1-4) or
WHEREAS,
upon due examination, I find that they conform to law:
NOW,
THEREFORE, I, EDWIN J. SIMCOX, Secretary of State of Indiana, hereby certify
that I have this day endorsed my approval upon all copies of the statement so
presented, and, having received the fees required by law, have filed one copy of
the statement in this office and returned the remaining copies bearing the
endorsement of my approval to the Corporation.
|
[SEAL]
|
In Witness Whereof, I have
hereunto set my hand and affixed the seal of the State of Indiana, at the
City of Indianapolis, this 20th
day of SEPTEMBER ,
1985
EDWIN
J. SIMCOX, Secretary of
State
By
Deputy
|
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
STATE
OF INDIANA
OFFICE
OF THE SECRETARY OF STATE
To
Whom These Presents Come, Greeting:
WHEREAS,
there has been presented to me at this office a Statement of Reduction of the
Authorized Capital Stock of
PATRICK
INDUSTRIES, INC.
Showing
reduction of authorized Capital Stock from
|
1.
|
Shares
Heretofore Authorized
|
|||||
|
6,000,000
|
||||||
|
2.
|
Shares
Reduced and Cancelled
|
|||||
|
816,529
|
||||||
|
3.
|
Shares
Hereafter Authorized
|
|||||
|
6,000,000
|
||||||
|
4.
|
Number
of Issued and Unissued (Preferred) Shares
|
|||||
|
Class
|
Shares Issues
|
Shares Unissued
|
||||
|
Common
|
1,271,559
|
4,728,441
|
||||
|
5.
|
Number
Restored to the Status of Authorized but Unissued The total number of
shares hereby restored to the status of authorized but unissued shares of
the Corporation is 816,529.
|
|||||
WHEREAS,
said Statement of Reduction of Authorized Capital Stock has been prepared and
signed in accordance with Chapter Four of the Indiana General Corporation Act
(IC 23-1-4) or Chapter One of The Indiana Agricultural Cooperative Act (IC
15-7-1);
WHEREAS,
upon due examination, I find that they conform to law:
NOW,
THEREFORE, I, EDWIN J. SIMCOX, Secretary of State of Indiana, hereby certify
that I have this day endorsed my approval upon all copies of the statement so
presented, and, having received the fees required by law, have filed one copy of
the statement in this office and returned the remaining copies bearing the
endorsement of my approval to the Corporation.
|
[SEAL]
|
In Witness Whereof, I have
hereunto set my hand and affixed the seal of the State of Indiana, at the
City of Indianapolis, this 19th
day of September ,
1985
EDWIN
J. SIMCOX, Secretary of
State
By
Deputy
|
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
Form
SSC-32
State
Form 47020
STATE
OF INDIANA
OFFICE
OF THE SECRETARY OF STATE
CERTIFICATE
OF AMENDMENT
OF
PATRICK
INDUSTRIES, INC.
I,
EDWIN J. SIMCOX, Secretary of State of Indiana, hereby certify that Articles of
Amendment for the above Corporation have been filed in the form prescribed by my
office, prepared and signed in duplicate in accordance with Chapter Four of the
Indiana General Corporation Act (IC 23-1-4).
NOW,
THEREFORE, upon due examination, I find that the Articles of Amendment conform
to law, and have endorsed my approval upon the duplicate copies of such
Articles; that all fees have been paid as required by law; that one copy of such
Articles has been filed in my office; and that the remaining copy of such
Articles bearing the endorsement of my approval and filing has been returned by
me to the Corporation.
|
[SEAL]
|
In Witness Whereof, I have
hereunto set my hand and affixed the seal of the State of Indiana, at the
City of Indianapolis, this 19th
day of May ,
1986
EDWIN
J. SIMCOX, Secretary of
State
By
Deputy
|
|
Corporate
Form No. 102 (Jan 1971) —Page One
ARTICLES
OF AMENDMENT (Amending In-
dividual
Articles Only)
Prescribed
by Larry A. Conrad, Secretary of State
of
Indiana
Use
Size 8½ x 11 White Paper for Inserts
Filing
Requirements—Present 2 Executed Copies to Secretary of State,
Room 155, State House Indianapolis 46204
Recording
Requirements—Not required. However, if the name of the
Corporation is changed by these Articles, a certified Certificates of
Amendment must be filed with the County Recorder of every County where the
Corporation owns real property in
Indiana.
|
ARTICLES OF
AMENDMENT
OF THE
ARTICLES OF
INCORPORATION
OF
PATRICK
INDUSTRIES, INC.
The
undersigned officers of Patrick Industries, Inc. (hereinafter referred to as the
“Corporation”) existing pursuant to the provisions of the Indiana General
Corporation Act, as amended (hereinafter referred to as the “Act”), desiring to
give notice of corporate action effectuating amendment of certain provisions of
its Articles of Incorporation, certify the following facts:
ARTICLE
I
Text of the
Amendment
The exact
text of Article(s) _________________________________________________ of the
Articles of Incorporation of the Corporation, as amended (hereinafter referred
to as the “Amendments”), now is as follows:
SEE
ATTACHED RIDER I
|
Corporate
Form No. 102 (Jan. 1971)—Page Two
Prescribed
by Larry A. Conrad, Secretary of State of
Indiana
|
ARTICLE
II
Manner of Adoption and
Vote
Section 1. Action
by Directors (select appropriate paragraph).
(a) The Board of Directors of
the Corporation, at a meeting thereof duly called, constituted and held
on , 19 , at which a quorum of
such Board of Directors was present, duly adopted a resolution proposing to the
Shareholders of the Corporation entitled to vote in respect of the Amendments
that the provisions and terms of Article ______ of its Articles of Incorporation
be amended so as to read as set forth in the Amendments; and called a meeting of
such shareholders, to be held , 19 , to adopt or reject the
Amendments, unless the same were so approved prior to such date by unanimous
written consent.
(b) By
written consent executed on March 5, 1986, signed by all of the members of the
Board of Directors of the Corporation, a resolution was adopted proposing to the
Shareholders of the Corporation entitled to vote in respect of the Amendments,
that the provisions and terms of Article of its Articles of Incorporation be
amended so as to read as set forth in the Amendments, and a meeting of such
shareholders was called to be held May 28, 1986, to adopt or reject the
Amendments, unless the same were so approved prior to such date by unanimous
written consent.
Section 2. Action
by Shareholders (select appropriate paragraph).
(a) The
Shareholders of the Corporation entitled to vote in respect of the Amendments,
at a meeting thereof, duly called, constituted and held on May 28, 1986, at
which a quorum of such shareholders (671,800) were present in person or by
proxy, adopted the Amendments.
The
holders of the following classes of shares were entitled to vote as a class in
respect of the Amendments:
(1)
(2) N/A
(3)
|
Corporate
Form No. 102 (Jan. 1971)–Page Three
Prescribed
by Larry A. Conrad, Secretary of State of
Indiana
|
The
numbers of shares entitled to vote in respect of the Amendments, the number of
shares voted in favor of the adoption of the Amendments, and the number of
shares voted against such adoption are as follows:
|
Total
|
Shares
Entitled to Vote as a Class
(as listed immediately
above)
|
|||
|
(1)
|
(2)
|
(3)
|
||
|
SEE
ATTACHED RIDER II
|
||||
|
Shares
entitled to vote:
|
___________
|
___________
|
___________
|
___________
|
|
Shares
voted in favor:
|
___________
|
___________
|
___________
|
___________
|
|
Shares
voted against:
|
___________
|
___________
|
___________
|
___________
|
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
Section
3. Compliance with Legal Requirements.
The
manner of the adoption of the Amendments, and the vote by which they were
adopted, constitute full legal compliance with the provisions of the Act, the
Articles of Incorporation, and the By-Laws of the Corporation.
ARTICLE
III
STATEMENT OF CHANGES MADE
WITH RESPECT TO ANY INCREASE
IN THE NUMBER OF SHARES
HERETOFORE AUTHORIZED
|
Aggregate
Number of Shares
Previously
Authorized
|
6,000,000
|
|
Increase
|
1,000,000
|
|
Aggregate
Number of Shares To Be Authorized After Effect of This
Amendment
|
7,000,000
|
|
Corporate
Form No. 102 (Jan. 1971)—Page Four
Prescribed
by Larry A. Conrad, Secretary of State of
Indiana
|
IN
WITNESS WHEREOF, the undersigned officers execute these Articles of Amendment of
the Articles of Incorporation of the Corporation, and certify to the truth of
the facts herein stated this 28th day of May, 1986.
|
/s/ Mervin D.
Lung
(Written
Signature)
|
/s/ Keith V.
Kankel
(Written
Signature)
|
|
Mervin D.
Lung
(Printed
Signature)
|
Keith V.
Kankel
(Printed
Signature)
|
|
President
of
Patrick Industries,
Inc.
(Name
of Corporation)
|
Secretary
of
Patrick Industries,
Inc.
(Name
of Corporation)
|
|
STATE
OF
INDIANA )
|
|
|
COUNT
OF
ELKHART )
SS:
|
|
I, the
undersigned, a Notary Public duly commissioned to take acknowledgements and
administer oaths in the State of Indiana, certify that Mervin D. Lung, the
President, and Keith V. Kankel, the secretary of Patrick Industries, Inc. the
officers executing the foregoing Articles of Amendment of the Articles of
Incorporation, personally appeared before me, acknowledged the execution
thereof, and swore to the truth of the facts therein stated.
Witness
my hand and Notarial Seal this 28th day of May, 1986.
|
/s/
John P. Sadowey
|
|
|
(Written
Signature)
|
|
|
John
P. Sadowey
|
|
|
(Printed
Signature)
|
|
My
Commission Expires:
April
24,
1988
This
instrument was prepare by Roberta Blum Stein, Attorney at Law, 111 West Monroe,
Chicago, Illinois 60603
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
RIDER
I
TO THE
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
PATRICK INDUSTRIES, INC.
ARTICLE
V
Number of
Shares
The total
number of shares which the Corporation shall have authority to issue is seven
million (7,000,000) shares consisting of one million (1,000,000) shares of
Preferred Stock without par value and six million (6,000,000) shares of Common
Stock without par value.
ARTICLE
VI
Terms of
Shares
A. PREFERRED
STOCK: Shares of Preferred Stock may be issued from time to time in
one or more series as may from time to time be determined by the Board of
Directors, each of said series to be distinctly designated. All
shares of any one series of Preferred Stock shall be alike in every particular,
except that there may be different dates from which dividends, if any, thereon
shall be cumulative, if made cumulative. The voting powers and the
preferences and relative, participating, optional and other special rights of
each such series, and the qualifications, limitations or restrictions thereof,
if any, may differ from those of any and all other series at any time
outstanding; and, subject to the provisions of subparagraph 1 of Paragraph C of
this Article VI, the Board of Directors of the Corporation is hereby expressly
granted authority to fix by resolution or resolutions adopted prior to the
issuance of any shares of a particular series of Preferred Stock, the voting
powers and the designations, preferences and relative, optional and other
special rights, and the qualifications, limitations and restrictions of such
series, including, without limiting the generality of the foregoing, the
following:
1. The
distinctive designation of, and the number of shares of Preferred Stock which
shall constitute such series, which number may be increased (except where
otherwise provided by the Board of Directors) or decreased (but not below the
number of shares thereof then outstanding) from time to time by like action of
the Board of Directors;
2. The
rate and times at which, and the terms and conditions on which, dividends, if
any, on Preferred Stock of such series shall be paid, the extent of the
preference or relation, if any, of such dividends to the dividends payable on
any other class or classes, or series of the same or other classes of stock and
whether such dividends shall be cumulative or noncumulative;
3. The
right, if any, of the holder of Preferred Stock of such series to convert the
same into or exchange the same for, shares of any other class or classes or of
any series of the same or any other class or classes of stock of the Corporation
and the terms and conditions of such conversion or exchange;
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
4. Whether
or not Preferred Stock of such series shall be subject to redemption, and the
redemption price or prices and the time or times at which, and the terms and
conditions on which, Preferred Stock of such series may be
redeemed;
5. The
rights, if any, of the holders of Preferred Stock of such series upon the
voluntary or involuntary liquidation, merger, consolidation, distribution or
sale of assets, dissolution or winding-up of the Corporation;
6. The
terms of the sinking fund or redemption or purchase account, if any, to be
provided for the Preferred Stock of such series; and
7. The
voting powers, if any, of the holders of such series of Preferred Stock which
may, without limiting the generality of the foregoing, include the right, voting
as a series or by itself or together with other series of Preferred Stock or all
series of Preferred Stock as a class, to elect one or more directors of the
Corporation if there shall have been a default in the payment of dividends on
any one or more series of Preferred Stock or under such other circumstances and
on such conditions as the Board of Directors may determine.
B. COMMON
STOCK: After the requirements with respect to preferential dividends on the
Preferred Stock (fixed in accordance with the provisions of Paragraph A of this
Article VI), if any, shall have been met and after the Corporation shall
have complied with all the requirements, if any, with respect to the setting
aside of sums as sinking funds or redemption or purchase accounts (fixed in
accordance with the provisions of Paragraph A of this Article VI), and subject
further to any other conditions which may be fixed in accordance with the
provisions of Paragraph A of this Article VI, then and not otherwise the holders
of Common Stock shall be entitled to receive such dividends as may be declared
from time to time by the Board of Directors.
After
distribution in full of the preferential amount, if any (fixed in accordance
with the provisions of Paragraph A of this Article VI), to be distributed to the
holders of Preferred Stock in the event of voluntary or involuntary liquidation,
distribution or sale of assets, dissolution or winding-up of the Corporation,
the holders of the Common Stock shall be entitled to receive all of the
remaining assets of the Corporation, tangible and intangible, of whatever kind
available for distribution to stockholders ratably in proportion to the number
of shares of Common Stock held by them respectively.
C. OTHER
PROVISIONS:
1. No
holder of any of the shares of any class or series of stock or options, warrants
or other rights to purchase shares of any class or series of stock or of other
securities of the Corporation shall have any preemptive right to purchase or
subscribe for any unissued stock of any class or series or any additional shares
of any class or series to be issued by reason of any increase of the authorized
capital stock of the Corporation of any class or series, or bonds, certificates
of indebtedness, debentures or other securities convertible into or exchangeable
for stock of the Corporation of any class or series, or carrying any right to
purchase stock of any class or series, but any such unissued stock, additional
authorized issue of shares of any class or series of stock or securities
convertible into or exchangeable for stock, or carrying any right
to
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
purchase
stock, may be issued and disposed of pursuant to resolution of the Board of
Directors to such persons, firms, corporations or associations, whether such
holders or others, and upon such terms as may be deemed advisable by the Board
of Directors in the exercise of its sole discretion.
2. The
relative powers, preferences and rights of each series of Preferred Stock in
relation to the powers, preferences and rights of each other series of Preferred
Stock shall, in each case, be as fixed from time to time by the Board of
Directors in the resolution or resolutions adopted pursuant to authority granted
in Paragraph A of this Article VI and the consent, by class or series vote or
otherwise, of the holders of such of the series of Preferred Stock as are from
time to time outstanding shall not be required for the issuance by the Board of
Directors of any other series of Preferred Stock whether or not the powers,
preferences and rights of such other series shall be fixed by the Board of
Directors as senior to, or on a parity with, the powers, preferences and rights
of such outstanding series, or any of them; provided, however, that the Board of
Directors may provide in the resolution or resolutions as to any series of
Preferred Stock adopted pursuant to Paragraph A of this Article VI that the
consent of the holders of a majority (or such greater proportion as shall be
therein fixed) of the outstanding shares of such series voting thereon shall be
required for the issuance of any or all other series of Preferred
Stock.
3. Subject
to the provisions of subparagraph 2 of this Paragraph C, shares of any series of
Preferred Stock may be issued from time to time as the Board of Directors of the
Corporation shall determine and on such terms and for such consideration as
shall be fixed by the Board of Directors.
4. Shares
of Common Stock may be issued from time to time as the Board of Directors of the
Corporation shall determine and on such terms and for such consideration as
shall be fixed by the Board of Directors.
5. The
authorized number of shares of Common Stock and of Preferred Stock may, without
a class or series vote, be increased or decreased from time to time by the
affirmative vote of the holders of a majority of the stock of the Corporation
entitled to vote thereon.
ARTICLE
VII
Voting
Rights of Shares
The
holders of each series of Preferred Stock shall have such voting rights as shall
be fixed by the Board of Directors in the resolution or resolutions authorizing
such series of Preferred Stock adopted pursuant to Paragraph A of Article VI
hereof. Except as otherwise be required by law or by the
provisions of such resolution or resolutions as may be adopted by the Board of
Directors pursuant to Paragraph A of Article VI hereof, each holder of Common
Stock shall have one vote in respect of each share of Common Stock hold by him
on all matters voted upon by the shareholders.
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
ARTICLE
IX
Directors
Section
1. The property, business and affairs of the Corporation shall be managed and
controlled by the Board of Directors. The number of directors of the Corporation
shall not be less than nine, the exact number of directors to be specified in
the By-Laws from time to time, and such number shall be nine until otherwise
determined by majority vote of the whole Board. As used in this Article IX, the
term “whole Board” means the total number of directors which the Corporation
would have if there were no vacancies. Directors need not be stockholders of the
Corporation.
Section
2. The Board of Directors shall be divided into three classes, as nearly equal
in number as the then total number of directors constituting the whole Board
permits, with the term of office of one class expiring each year. At the annual
meeting of shareholders in 1986 directors of the first class shall be elected to
hold office for a term expiring at the next succeeding annual meeting, directors
of the second class shall be elected to hold office for a term expiring at the
second succeeding annual meeting and directors of the third class shall be
elected to hold office for a term expiring at the third succeeding annual
meeting. Any vacancies in the Board of Directors for any reason, and any newly
created directorships resulting from any increase in the number of directors,
may be filled by the Board of Directors, acting by a majority of the directors
then in office, although less than a quorum, and any directors so chosen shall
hold office until the next election of the class for which such directors shall
have been chosen and until their successors shall be elected and qualified. No
decrease in the number of directors shall shorten the term of any incumbent
director. Notwithstanding the foregoing, and except as otherwise required by
law, whenever the holders of any one or more series of Preferred Stock shall
have the right, voting separately as a class, to elect one or more directors of
the Corporation, the terms of the director or directors elected by such holders
shall expire at the next succeeding annual meeting of stockholders. Subject to
the foregoing, at each annual meeting; of shareholders the successors to the
class of directors whose term shall then expire shall be elected to hold office
for a term expiring at the third succeeding annual meeting.
Section
3. Nominations for the election of directors may be made by the Board of
Directors or by any shareholder entitled to vote for the election of directors.
Shareholder nominations shall be made by notice in writing, delivered or mailed
by first class United States mail, postage prepaid, to the Secretary of the
Corporation not less than 20 days nor more than 50 days prior to any meeting of
the shareholders called for the election of directors. Each notice shall set
forth (a) the name, age, business address and, if known, residence address of
each nominee proposed in such notice, (b) the principal occupation or employment
of each such nominee and (e) the number of shares of the Corporation which are
beneficially owned by each such nominee. The chairman of the meeting may, if the
facts
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
RIDER
II
TO THE
ARTICLES OF AMENDMENT
TO THE
ARTICLE OF INCORPORATION OF
PATRICK
INDUSTRIES, INC.
|
A.
|
Amendment
of Articles V, VI and VII:
|
||
|
Shares
entitled to vote:
|
1,102,840
|
||
|
shares
voted in favor:
|
624,630
|
||
|
Shares
voted against:
|
22,392
|
||
|
B.
|
Amendment
of Article IX:
|
||
|
Shares
entitled to vote:
|
1,102,840
|
||
|
Shares
voted in favor:
|
634,167
|
||
|
Shares
voted against:
|
21,488
|
||
|
C.
|
Adoption
of Article XIII:
|
||
|
Shares
entitled to vote:
|
1,102,840
|
||
|
Shares
voted in favor:
|
636,163
|
||
|
Shares
voted against:
|
19,269
|
||
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
STATE OF
INDIANA
OFFICE OF
THE SECRETARY OF STATE
To
Whom These Presents Come, Greeting:
WHEREAS,
there has been presented to me at this office a Resolution of the Board of
Directors electing to be governed by the provisions of the Indiana Business
Corporation Law prior to August 1, 1987 of
_______________________________________________________________
|
Patrick
Industries Inc.
|
and
said Resolution has been prepared and signed in accordance with the provisions
of the Indiana Business Corporation Law.
WHEREAS,
upon due examination, I find that it satisfies the requirements of I.C.
23-1-17-3(b) and I.C. 23-1-18-1:
NOW,
THEREFORE, I, EDWIN J. SIMCOX, Secretary of State of Indiana, hereby certify
that I have this day filed the Resolution of the Board of Directors in this
office.
Effective
date the provisions will apply is July
1,
1986 .
|
[SEAL]
|
In Witness Whereof, I have
hereunto set my hand and affixed the seal of the State of Indiana, at the
City of Indianapolis, this 24th
day of JUNE ,
1986
EDWIN
J. SIMCOX, Secretary of
State
By
Deputy
|
|
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
CERTIFIED
RESOLUTION
OF THE
BOARD OF DIRECTORS
OF PATRICK INDUSTRIES,
INC.
The
undersigned officers of Patrick Industries, Inc. (the “Corporation”), existing
pursuant to the provisions of The Indiana General Corporation Act, as amended,
desiring to give notice of corporate action effectuating application of the
Indiana Business Corporation Law (except for certain provisions thereof), hereby
certify that the following resolutions were duly adopted by the Board of
Directors of the Corporation at a meeting thereof, duly called, constituted and
held on May 28, 1986, at which a quorum of such Board of Directors were present;
have not been amended or rescinded; and are in full force and
effect:
RESOLVED,
that, pursuant to the procedure established in IC 23-1-17-3(b), the Board
of Directors elects to have the provisions of IC 23-1-18 through IC 23-1-54
(except for IC 23-1-18-3, IC 23-1-21 and IC 23-1-53-3) apply to the
Corporation on and after July 1, 1986; and
RESOLVED
FURTHER, that the officers of the Corporation be, and the same hereby are,
authorized and directed to file a certified copy of this resolution in the
Office of the Secretary of State of the State of Indiana before July 1,
1986.
IN
WITNESS WHEREOF, the undersigned officers execute this Certified Resolution of
the Board of Directors of the Corporation, and certify to the truth of the facts
herein stated, this 16th day of June, 1986.
|
/s/
Mervin D. Lung
|
/s/ Keith V. Kankel | |
|
Mervin
D. Lung
President
|
Keith
V. Kankel
Secretary-treasurer
|
|
STATE OF
INDIANA Filed
IND.
Secretary of State
) SS: 86 JUN
24
COUNTY OF
ELKHART
I, the
undersigned, a Notary Public duly commissioned to take acknowledgments and
administer oaths in the State of Indiana, certify that Mervin D. Lung,
President, and Keith V. Kankel, Secretary-Treasurer, of the Corporation, the
officers executing the foregoing Certified Resolution of the Board of Directors
of the Corporation, personally appeared before me, acknowledged the execution
thereof, and swore or attested to the truth of the facts therein
stated.
WITNESS
my hand and Notarial Seal this 16th day of June, 1986.
/s/
John P. Sadowey
Notary
Public
John
P. Sadowey
Printed
Name
My
Commission Expires:
Aug
24,
1988
My County
of Residence:
Elkhart
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
STATE OF
INDIANA
OFFICE OF
THE SECRETARY OF STATE
ARTICLES
OF AMENDMENT
[Illegible
page]
|
ARTICLES
OF AMENDMENT OF THE
ARTICLES
OF INCORPORATION
|
|
|
State
Form 38333 IRS 9-911
State
Board of Accounts Approved 1988
|
|
INSTRUCTIONS: Use
8 1/2 X 11 inch white paper for inserts. Filing
requirements. Present original and one copy to address in upper
right corner of the form
|
FILING
FEE $30.00
|
|
ARTICLES
OF AMENDMENT OF THE
ARTICLES
OF INCORPORATION
|
||||||
|
PATRICK
INDUSTRIES, INC.
|
||||||
|
The
undersigned officers of
|
Patrick
Industries, Inc.
|
|||||
|
(hereinafter
referred to as the “Corporation”) existing pursuant to the provisions
of:
|
||||||
|
(Indicate
appropriate act)
|
||||||
|
Indiana
Business Corporation Law
|
Indiana
Professional Corporation Act of 1983
|
|||||
|
as
amended (hereinafter referred to as the “Act”), desiring to give notice of
corporate action effectuating amendment of certain provisions of its
Articles of Incorporation, certify the following
facts:
|
||||||
|
ARTICLE
I AMENDMENT
|
||
|
SECTION
1 The date of Incorporation of the Corporation is:
|
||
|
January
3, 1961
|
||
|
SECTION
2 The name of the corporation following this amendment to the Article of
Incorporation is:
|
||
|
Patrick
Industries, Inc.
|
||
|
SECTION
3
|
||
|
The
exact text of Article(s)
|
V
|
of
the Articles of Incorporation is
|
|
now
as follows:
|
||
|
See
Exhibit A attached hereto
|
||
|
SECTION
4 Date of each amendment’s adoption:
|
||
|
February
10, 1994
|
||
|
ARTICLE
II Manner of Adoption and Vote
|
|||||||||||||||||||||
|
SECTION
1 Action by Directors:
|
|||||||||||||||||||||
|
The
Board of directors of the Corporation duly adopted a resolution proposing
to amend the terms and provisions of
|
|||||||||||||||||||||
|
Article(s)
|
|
of
the Articles of Incorporation and
|
|||||||||||||||||||
|
directing
a meeting of the Shareholders, to be held on
|
Allowing
|
||||||||||||||||||||
|
such
Shareholders to vote on the proposed amendment.
|
|||||||||||||||||||||
|
The
resolution was adopted by: (Select appropriate
paragraph)
|
|||||||||||||||||||||
|
(a)
Vote of the Board of Directors at a meeting held on
|
19___
|
||||||||||||||||||||
|
at
which a quorum of such Board was present.
|
|||||||||||||||||||||
|
(b)
|
Written
consent executed on
|
February
10
|
1994,
|
and
signed by all members
|
|||||||||||||||||
|
of
the Board of Directors.
|
Adopted
in accordance with Section 23-1-38-2(4).
|
||||||||||||||||||||
|
SECTION
2 Action by Shareholders:
|
N/A
|
||||||||||||||||||||
|
The
Shareholders of the Corporation entitled to vote in respect to the
Articles of Amendment adopted the proposed amendment.
|
|||||||||||||||||||||
|
The
amendment was adopted by: (Select appropriate
paragraph)
|
|||||||||||||||||||||
|
(a) Vote of such Shareholders
during the meeting called by the Board of Directors. The result
of such vote is as follows:
|
|||||||||||||||||||||
|
TOTAL
|
|||||||||||||||||||||
|
SHAREHOLDERS
ENTITLED TO VOTE:
|
|||||||||||||||||||||
|
SHAREHOLDERS
VOTED IN FAVOR:
|
|||||||||||||||||||||
|
SHAREHOLDERS
VOTED AGAINST:
|
|||||||||||||||||||||
|
(b) Written
consent executed on
|
_______________________________,
|
19
_________,
|
and
signed by all such Shareholders.
|
||||||||||||||||||
|
SECTION
3 Compliance with Legal Requirements.
|
|||||||||||||||||||||
|
The
manner of the adoption of the Articles of Amendment and the vote by which
they were adopted constitute full legal
|
|||||||||||||||||||||
|
compliance
with the provisions of the Act, the Articles of Incorporation, and the
By-Laws of the Corporation.
|
|||||||||||||||||||||
|
I
hereby verify subject to the penalties of perjury that the statements
contained are true this
|
4th
|
day
of
|
March
__,
|
1994
|
|
|
Current
Officer’s Signature
|
Officer’s
Name Printed
|
||||
|
Keith
V. Kankel
|
|||||
|
Officer’s
Title
|
|||||
|
Vice
President of Finance, Secretary and
Treasurer
|
|||||
|
Exhibit
A
to
Articles of Amendment
of
the Articles of Incorporation of PATRICK INDUSTRIES,
INC.
|
ARTICLE
FIVE
Prior to
March 8, 1994, the Corporation had authority to issue six million (6,000,000)
shares of Common Stock, no par value, and one million (1,000,000) shares of
Preferred Stock, no par value. Effective on March 8, 1994, each issued and
outstanding share of the Corporation’s Common Stock, no par value, and each
unissued authorized share of the Corporation’s Common Stock, no par value, shall
be split two-for-one. The split-up of all shares shall occur automatically and
without any action on the part of any holder thereof. To effectuate such split,
the Corporation shall distribute on or about March 22, 1994 one additional share
of Common Stock, no par value, for each one outstanding share of Common Stock,
no par value, to the shareholders of record at the close of business on March 8,
1994. The split-up shall not affect the capital accounts of the
Corporation.
Giving
effect to the aforesaid stock split, the designation and number of shares that
the Corporation shall have authority to issue as of March 8, 1994, is twelve
million (12,000,000) shares of Common Stock, no par value, and one million
(1,000,000) shares of Preferred Stock, no par value.
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
CERTIFICATE
OF DESIGNATIONS, PREFERENCES AND RIGHTS
OF
PREFERRED STOCK
of
PATRICK
INDUSTRIES, INC.
Pursuant
to Section 23-1-25-2
Business
Corporation Law of the State of Indiana
We, the
President and Secretary of Patrick Industries, Inc., a corporation organized and
existing under the Business Corporation Law of the State of Indiana, in
accordance with the provisions of Section 23-1-25-2 thereof, DO HEREBY
CERTIFY:
That
pursuant to the authority conferred upon the Board of Directors by the Articles
of Incorporation of the said Corporation, the said Board of Directors on
February 29, 1996, adopted the following resolution creating a series of 100,000
shares of Preferred Stock designated as “Preferred Stock, Series
A”:
NOW BE IT
RESOLVED, that pursuant to the authority vested in the Board of Directors of
this Corporation in accordance with the provisions of its Certificate of
Incorporation, as amended, a series of Preferred Stock of the Corporation be,
and it hereby is created, and that the designation and amount thereof and the
voting powers, preferences and relative, participating, optional and other
special rights of the shares of such series, and the qualifications, limitations
or restrictions thereof are as follows:
Section
1. Designation and
Amount.
The
shares of such series shall be designated as “Preferred Stock, Series A” (the
“Preferred Stock”) and the number of shares constituting such series shall be
100,000. The Preferred Stock may be issued in fractional amounts that are
integral multiples of one one-hundredth.
Section
2. Dividends and
Distributions.
(A) Subject
to the prior and superior rights of the holders of any shares of any series of
preferred stock ranking prior and superior to the shares of Preferred Stock with
respect to dividends, the holders of shares of Preferred Stock, in preference to
the holders of common stock, without par value, of the Corporation (the “Common
Stock”) and of any other junior stock, shall be entitled to receive, when, as
and if declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the fifteenth day of March,
June, September and December in each year (each such date being referred to
herein as a “Quarterly Dividend Payment Date”), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or fraction
of a share of Preferred Stock, in an amount per share (rounded to the nearest
cent) equal to the greater of (a) $1.00 or (b) subject to the provision for
adjustment hereinafter set forth, l00 times the aggregate per share amount of
all cash dividends, and 100 times the aggregate per share amount (payable in
kind) of all non-cash
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
dividends
or other distributions other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares of Common Stock (by reclassification
or otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of
Preferred Stock. In the event the Corporation shall at any time on or
after March 20, 1996 declare or pay any dividend on Common Stock payable in
shares of Common Stock, or effect a subdivision of combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the amount to which
holders of shares of Preferred Stock were entitled immediately prior to such
event under clause (b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) The
Corporation shall declare a dividend or distribution on the Preferred Stock as
provided in paragraph (A) of this Section immediately after it declares a
dividend or distribution on the Common Stock (other than a dividend payable in
shares of Common Stock).
(C) Dividends
shall begin to accrue and be cumulative on outstanding shares of Preferred Stock
from the Quarterly Dividend Payment Date next preceding the date of issue of
such shares of Preferred Stock, unless the date of issue of such shares is prior
to the record date for the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the determination of holders of shares of
Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly Dividend Payment
Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Preferred Stock in an
amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors
may fix a record date for the determination of holders of shares of Preferred
Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be not more than 60 days prior to the date
fixed for the payment thereof.
Section
3. Voting
Rights.
The
holders of shares of Preferred Stock shall have the following voting
rights:
(A) Subject
to the provision for adjustment hereinafter set forth, each share of Preferred
Stock shall entitle the holder thereof to 100 votes on all matters submitted to
a vote of the shareholders of the Corporation. In the event the
Corporation shall at any time on or after March 20, 1996 declare or pay any
dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the number of votes per share to which holders of shares of
Preferred Stock were entitled
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
immediately
prior to such event shall be adjusted by multiplying such number by a fraction,
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event, and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such
event.
(B) Except
as otherwise provided herein or by law, the holders of shares of Preferred Stock
and the holders of shares of Common Stock shall vote together as one class on
all matters submitted to a vote of shareholders of the Corporation.
(C) Except
as set forth herein, holders of Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth herein) for taking
any corporate action.
Section
4. Certain
Restrictions.
(A)
Whenever quarterly dividends or other dividends or distributions payable on the
Preferred Stock as provided in Section 2 are in arrears, thereafter and until
all accrued and unpaid dividends and distributions, whether or not declared, on
shares of Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:
(i) declare
or pay dividends on, or make any other distributions on, any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Preferred Stock;
(ii) declare
or pay dividends on or make any other distributions on any shares of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Preferred Stock, except dividends paid ratably on the
Preferred Stock and all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the holders of all such
shares are then entitled;
(iii) redeem
or purchase or otherwise acquire for consideration shares of any stock ranking
on a parity (either as to dividends or upon liquidation, dissolution or winding
up) to the Preferred Stock, provided that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such parity stock in
exchange for shares of any stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the Preferred
Stock; or
(iv) purchase
or otherwise acquire for consideration any shares of Preferred Stock, or any
shares of stock ranking on a parity with the Preferred Stock, except in
accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such shares upon such
terms as the Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the respective
series and classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.
(B) The
Corporation shall not permit any subsidiary of the Corporation to purchase or
otherwise acquire for consideration any shares of stock of the Corporation
unless the Corporation
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
could,
under paragraph (A) of this Section 4, purchase or otherwise acquire such shares
at such time and in such manner.
Section
5. Reacquired
Shares.
Any
shares of Preferred Stock purchased or otherwise acquired by the Corporation in
any manner whatsoever shall be retired and cancelled promptly after the
acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued shares of preferred stock and may be reissued as
part of a new series of preferred stock to be created by resolution or
resolutions of the Board of Directors, subject to the conditions and
restrictions on issuance set forth herein.
Section
6. Liquidation, Dissolution or
Winding Up.
Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Preferred Stock
unless, prior thereto, the holders of shares of Preferred Stock shall have
received $100.00 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment,
provided that the holders of shares of Preferred Stock shall be entitled to
receive an aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount to be distributed
per share to holders of Common Stock, or (2) to the holders of stock ranking on
a parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Preferred Stock, except distributions made ratably on the Preferred
Stock and all other such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. In the event the Corporation shall at any
time on or after March 20, 1996 declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Preferred Stock were entitled
immediately prior to such event under the proviso in clause (1) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such
event.
Section
7. Consolidation, Merger,
etc.
In case
the Corporation shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for or changed
into other stock or securities, cash and/or any other property, then in any such
case the shares of Preferred Stock then outstanding shall at the same time be
similarly exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time on or after
March 20, 1996 declare or pay any
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
dividend
on Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares of Preferred Stock
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
Section
8. No
Redemption.
The
shares of Preferred Stock shall not be redeemable. The preceding
sentence shall not limit the ability of the Corporation to purchase or otherwise
deal in such shares of stock to the extent permitted by law.
Section
9. Amendment.
The
Articles of Incorporation of the Corporation shall not be amended in any manner
which would materially alter or change the powers, preferences or special rights
of the Preferred Stock so as to affect them adversely without the affirmative
vote of the holders of two-thirds or more of the outstanding shares of Preferred
Stock, voting as a single class.
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
IN
WITNESS WHEREOF, we have executed and subscribed this Certificate and do affirm
the foregoing as true under the penalties of perjury as of this 29th day
of March, 1996.
|
By:
|
||
|
Vice
President
|
||
|
ATTEST:
|
||
|
Secretary
|
||
|
[SEAL]
NOTICE
OF CHANGE OF REGISTERED &OFFICE
OR
REGISTERED AGENT (ALL CORPORATIONS)
State
Form 26276 (R5 / 4.95)
|
SUE
ANNE GILROY
SECRETARY
OF STATE
CORPORATIONS
DIVISION
302
W. Washington St.. Rm. E018
Indianapolis,
IN 46204
Telephone: (317)
232-6576
|
|
|
Name
of Corporation
Patrick
Industries, Inc.
|
Date
of incorporation
1/3/61
|
|
|
Current
Registered office address (number and street, city, state, ZIP
code)
1800
S. 14th
St., Elkhart, IN 46514
|
||
|
New
registered office address (number and street, city, state, ZIP
code
1800
S. 14th
St., Elkhart, IN 46514
|
||
|
Current
Registered Agent (type or print name)
Keith
V. Kankel
|
IND.
SECRETARY OF STATE
|
|
|
New
registered agent (type or print name)
Andy
Nemeth
|
||
|
STATEMENTS
BY REGISTERED AGENT OR CORPORATION
|
||
|
This
statement is a representation that the new registered agent has consented
to the appointment as registered agent.
|
||
|
After
the change or changes are made, the street address of this corporation’s
registered agent and the address of its registered office will be
identical.
|
||
|
IN
WITNESS WHEREOF, the undersigned executes this notice and verifies,
subject to the penalties of perjury, that the statements contained herein
are true, this 26th day of July, 2002.
|
||
|
Signature
|
Title
|
|
|
Keith
V. Kankel
|
Vice
President
|
|
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
State
of Indiana
Office
of the Secretary of State
CERTIFICATE
OF AMENDMENT
of
PATRICK
INDUSTRIES, INC.
I, TODD
ROKITA, Secretary of State of Indiana, hereby certify that Articles of Amendment
of the above For-Profit Domestic Corporation have been presented to me at my
office, accompanied by the fees prescribed by law and that the documentation
presented conforms to law as prescribed by the provisions of the Indiana
Business Corporation Law.
NOW,
THEREFORE, with this document I certify that said transaction will become
effective Thursday, December 13,2007.
[SEAL]
In
Witness Whereof, I have caused to be
affixed
my signature and the seal of the
State of
Indiana, at the City of Indianapolis,
December 13,2007.
TODD
ROKITA,
SECRETARY
OF STATE
|
[SEAL]
ARTICLES
OF AMENDMENT OF THE
ARTICLES
OF INCORPORATION
State
Form 38333 (R10 / 1-03)
|
TODD
ROKITA
SECRETARY
OF STATE
CORPORATIONS
DIVISION
302
W. Washington St.. Rm. E018
Indianapolis,
IN 46204
Telephone: (317)
232-6576
|
|
ARTICLES
OF AMENDMENT OF THE
ARTICLES
OF INCORPORATION OF
|
|||
|
Name
of Corporation
Patrick
Industries, Inc.
|
Date
of Incorporation
January
13, 1961
|
||
|
The
undersigned officers of the above referenced Corporation (herein after
referred to as the “Corporation”) existing pursuant to the provisions of:
(indicate appropriate ad)
|
|||
|
Indiana
Business Corporation Law
|
Indiana
Professional Corporation Act of 1983
|
||
|
as
amended (hereinafter referred to as the “Act”), desiring to give notice of
corporate action effectuating amendment of certain provisions of its
Articles of Incorporation, certify the following facts:
|
|||
|
ARTICLE
I Amendment(s)
|
|||
|
The
exact text for Article(s) V of the Articles of Incorporation is now as
follows:
|
|||
|
(Note:
If amending the name of the corporation, write Article “I” in space above
and write “The name of the Corporation is ____________,”
below
|
|||
|
The
total number of shares which the Corporation shall have the authority to
issue is twenty-one million (21,000,000), consisting of one million
(1,000,000) shares of Preferred Stock, without par value, and twenty
million (20,,000,000) shares of Common Stock, without par
value.
|
|||
|
ARTICLE
II
|
|||
|
Date
of each amendment’s adoption:
November
29, 2007
|
|||
|
Article
III Manner of Adoption and Vote
|
|||
|
Mark
applicable section: NOTE – Only in limited situations does Indiana law
permit an Amendment without shareholder approval. Because a
name change requires shareholder approval, Section 2 must be marked and
either A or B completed.
|
|||
|
SECTION
1
This
amendment was adopted by the Board of Directors or incorporators and
shareholder action was not required
|
|||
|
SECTION
2 The shareholders of the Corporation entitled to vote in
respect to the amendment adopted the proposed amendment. The
amendment was adopted by: (Shareholder approval may be by
either A or B.)
A. Vote
of such shareholders during a meeting called by the Board of
Directors. The result of such vote is as
follows.
|
|||
|
5,997,177
|
Shares
entitled to vote.
|
||
|
5,532,386
|
Number
of shares represented at the meeting.
|
||
|
5,368,593
|
Shares
voted in favor.
|
||
|
159,381
|
Shares
voted against.
|
||
|
B. Unanimous
written consent executed on _____________________, 20___ and signed by all
shareholders entitled to vote.
|
|||
|
ARTICLE
IV Compliance with Legal Requirements
|
|
|
The
manner of the adoption of the Articles of Amendment and the vote by which
they were adopted constitute full legal compliance with the provisions of
the Act, the Articles of incorporation, and the By-Laws of the
Corporation.
|
|
|
I
hereby verify, subject to the penalties of perjury, that the statements
contained herein are true, this 12th
day of December ___, 2007.
|
|
|
Signature
of current office or chairman of the board
|
Printed
name of officer or chairman of the board
Andy
L. Nemeth
|
|
Signature’s
title
Chief
Financial Officer
|
|
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
|
[SEAL]
ARTICLES
OF AMENDMENT OF THE
ARTICLES
OF INCORPORATION
State
Form 38333 (R10 / 1-03)
|
TODD
ROKITA
SECRETARY
OF STATE
CORPORATIONS
DIVISION
302
W. Washington St.. Rm. E018
Indianapolis,
IN 46204
Telephone: (317)
232-6576
|
|||
|
ARTICLES
OF AMENDMENT OF THE
ARTICLES
OF INCORPORATION OF
|
||||
|
Name
of Corporation
Patrick
Industries, Inc.
|
Date
of Incorporation
January
13, 1961
|
|||
|
The
undersigned officers of the above referenced Corporation (herein after
referred to as the “Corporation”) existing pursuant to the provisions of:
(indicate appropriate ad)
|
||||
|
Indiana
Business Corporation Law
|
Indiana
Professional Corporation Act of 1983
|
|||
|
as
amended (hereinafter referred to as the “Act”), desiring to give notice of
corporate action effectuating amendment of certain provisions of its
Articles of Incorporation, certify the following facts:
|
||||
|
ARTICLE
I Amendment(s)
|
||||
|
The
exact text for Article(s) IX of the Articles of Incorporation is now as
follows:
|
||||
|
(Note:
If amending the name of the corporation, write Article “I” in space above
and write “The name of the Corporation is ____________,”
below
|
||||
|
Please
see Exhibit A attached hereto.
|
||||
|
ARTICLE
II
|
||||
|
Date
of each amendment’s adoption:
May
22, 2008
|
||||
|
Article
III Manner of Adoption and Vote
|
||||
|
Mark
applicable section: NOTE – Only in limited situations does Indiana law
permit an Amendment without shareholder approval. Because a
name change requires shareholder approval, Section 2 must be marked and
either A or B completed.
|
||||
|
SECTION
1
This
amendment was adopted by the Board of Directors or incorporators and
shareholder action was not required
|
||||
|
SECTION
2 The shareholders of the Corporation entitled to vote in
respect to the amendment adopted the proposed amendment. The
amendment was adopted by: (Shareholder approval may be by
either A or B.)
A. Vote
of such shareholders during a meeting called by the Board of
Directors.
The
result of such vote is as follows.
|
||||
|
7,144,118
|
Shares
entitled to vote.
|
|||
|
6,773,082
|
Number
of shares represented at the meeting.
|
|||
|
6,716,890
|
Shares
voted in favor.
|
|||
|
31,573
|
Shares
voted against.
|
|||
|
B. Unanimous
written consent executed on May 22, 2008 and signed by all shareholders
entitled to vote.
|
||||
|
ARTICLE
IV Compliance with Legal Requirements
|
||||
|
The
manner of the adoption of the Articles of Amendment and the vote by which
they were adopted constitute full legal compliance with the provisions of
the Act, the Articles of incorporation, and the By-Laws of the
Corporation.
|
||||
|
I
hereby verify, subject to the penalties of perjury, that the statements
contained herein are true, this 30th
day
of May, 2008.
|
||||
|
Signature
of current office or chairman of the board
|
Printed
name of officer or chairman of the board
Andy
L. Nemeth
|
|||
|
Signature’s
title
Executive
Vice President, Secretary, Treasurer and Chief Financial
Officers
|
||||
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
Exhibit
A
At
the
2008
Annual Meeting of Shareholders,
Shareholders
voted to delete the following:
Article
IX
of
the Articles of Incorporation
of
Patrick
Industries, Inc.
Article
IX - Directors
Section
1. The property, business and affairs of the Corporation shall be
managed and controlled by the Board of Directors. The number of directors of the
Corporation shall not be less than nine, the exact number of directors to be
specified in the By-Laws from time to time, and such number shall be nine until
otherwise determined by majority vote of the whole Board. The term
“Whole Board” means the total number of directors which the Corporation would
have if there were no vacancies. Directors need not be stockholders
of the Corporation.
Section
2. Board of Directors shall be divided into three classes, as nearly
equal in number as the then total number of directors constituting the whole
board permits, with the term of office of one class expiring each
year. At the annual meeting of shareholders in 1986 directors of the
first class shall be elected to hold once for a term expiring at the next
succeeding annual meeting, directors of the second class shall be elected to how
office for a term expiring at the second succeeding annual meeting and directors
of the third class shall be elected to hold office for a term expiring at the
third succeeding annual meeting. Any vacancies in the Board of
Directors for any reason, and any newly created directorships resulting from any
increase in the number of directors, may be filled by the Board of Directors,
acting by a majority of the directors then in office, although less than a
quorum, and any directors so chosen shall hold office until the next election of
the class for which such directors shall have been chosen and until their
successors shall be elected and qualified. No decrease in the number
of directors shall shorten the term of any incumbent
director. Notwithstanding the foregoing, and except as otherwise
required by statute, whenever the holders of any one or more series of Preferred
Stock shall have the right, voting separately as a class, to elect one or more
directors of the Corporation, the terms of the director or directors elected by
such holders shall expire at the next succeeding annual meeting of stockholders.
Subject to the foregoing, at each annual meeting of shareholders the successors
to the class of directors whose term shall then expire shall be elected to hold
office for a term expiring at the third succeeding annual meeting.
Section
3. Nominations for the election of directors may be made by the Board
of Directors or by any shareholder entitled to vote for the election of
directors. Shareholder nominations shall be made by notice in
writing, delivered or mailed by first class United States mail, postage prepaid,
to the Secretary of the Corporation not less than 20 days nor more than 50 days
prior to any meting of the shareholders called for the election of
directors. Each notice shall set forth (a) the name, age, business
address and, if known, residence address of each nominee
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
proposed
In such notice, (b) the principal occupation or employment of each such nominee
and (c) the number of shares of the Corporation which are beneficially owned by
each such nominee. The chairman of the meeting may, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be
disregarded.
Section
4. Notwithstanding any other provisions of these Articles of
Incorporation or the By-Laws of the Corporation, the power to remove directors
of the Corporation is expressly reserved to the Board of Directors, by the
affirmative vote of a majority of the whole Board.
Certification
Number: 2010031581756
The
Indiana Secretary of State filing office certifies that this copy is on file in
this office.
State
of Indiana
Office
of the Secretary of State
CERTIFICATE
OF AMENDMENT
of
PATRICK
INDUSTRIES, INC.
I, TODD
ROKITA, Secretary of State of Indiana, hereby certify that Articles of Amendment
of the above For-Profit Domestic Corporation have been presented to me at my
office, accompanied by the fees prescribed by law and that the documentation
presented conforms to law as prescribed by the provisions of the Indiana
Business Corporation Law.
NOW,
THEREFORE, with this document I certify that said transaction will become
effective Monday, June 02, 2008.
[SEAL]
In
Witness Whereof, I have caused to be
affixed
my signature and the seal of the
State of
Indiana, at the City of Indianapolis, June 2, 2008.
TODD
ROKITA,
SECRETARY
OF STATE
Certification
Number: 2010031581756