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Date Received | | (FOR BUREAU USE ONLY)
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---------------------|---------------------| EXHIBIT 3.1
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Name XXXXX X. XXXXX, LEGAL ASSISTANT ||
Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx ||
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Address ||
2290 First National Building 000 Xxxxxxxx Xxxxxx ||
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City State Zip Code ||
Detroit Michigan 48226-3583 ||Effective Date:
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Document will be returned to the name and address you
enter above
RESTATED ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned
corporation executes the following Articles:
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1. The present name of the corporation is:
SATURN ELECTRONICS & ENGINEERING, INC.
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2. The identification number assigned by the Bureau is: |---------------|
|311819 |
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3. All former names of the corporation are:
4. The date of filing the original Articles of Incorporation was: 10-1-85
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The following Restated Articles of Incorporation supersede the
Articles of Incorporation as amended and shall be the Articles of
Incorporation for the corporation:
ARTICLE I
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The name of the corporation is:
SATURN ELECTRONICS & ENGINEERING, INC.
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ARTICLE II
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The purpose or purposes for which the corporation is formed are:
To engage in any activity within the purposes for which corporations may be
formed under the Business Corporation Act of Michigan.
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The total authorized shares:
Common shares Preferred shares
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A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follow:
SEE EXHIBIT A
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ARTICLE IV
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1. The address of the current registered office is:
000 XXX XXXXXXXXX, XXXXXX XXXXX , Xxxxxxxx 00000
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2. The mailing address of the current registered office, if different than
above:
, Michigan
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3. The name of the current resident agent is: XXXXXXX X. XXXXX, XX.
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ARTICLE V (Optional. Delete if not applicable)
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Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice,
and without a vote, if consents in writing, setting forth the action so taken,
are signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take the action
at a meeting at which all shares entitled to vote on the action were present
and voted. The written consents shall bear the date of signature of each
shareholder who signs the consent. No written consents shall be effective to
take the corporate action referred to unless, within 60 days after the record
date for determining shareholders entitled to express consent to or to dissent
from a proposal without a meeting, written consents dated not more than 10 days
before the record date and signed by a sufficient number of shareholders to
take the action are delivered to the corporation. Delivery shall be to the
corporation's registered office, its principal place of business, or an officer
or agent of the corporation having custody of the minutes of the proceedings of
its shareholders. Delivery made to a corporation's registered office shall be
by hand or by certified or registered mail, return receipt requested.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who would have
been entitled to notice of the shareholder meeting if the action had been taken
at a meeting and who have not consented in writing.
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To the full extent permitted by the Michigan Business Corporation Act or any
other applicable laws presently or hereafter in effect, no director of this
Corporation shall be personally liable to this Corporation or its shareholders
for or with respect to any acts or omissions in the performance of his or her
duties as a director of this Corporation. Any repeal or modification of this
Article shall not adversely affect any right or protection of a director of
this Corporation existing immediately prior to such repeal or modification.
5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE
UNANIMOUS CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE
BOARD OF DIRECTORS; OTHERWISE, COMPLETE SECTION (b). DO NOT COMPLETE
BOTH.
a. [ ] These Restated Articles of incorporation were duly adopted on
the day of in accordance
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with the provisions of Section 642 of the Act by the unanimous
consent of the incorporator(s) before the first meeting of the
Board of Directors.
Signed this day of
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(Signatures of Incorporators; Type or Print Name Under Each Signature)
b [X] These Restated Articles of incorporation were duly adopted on
the day of 2000 in accordance
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with the provisions of Section 642 of the Act and: (check one of
the following)
[ ] were duly adopted by the Board of Directors without a vote of the
shareholders. These Restated Articles of incorporation only
restate and integrate and do not further amend the provisions of
the Articles of incorporation as heretofore amended and there is
no material discrepancy between those provisions and the
provisions of these Restated Articles.
[ ] were duly adopted by the shareholders. The necessary number of
shares as required by statute were voted in favor of these
Restated Articles.
[ ] were duly adopted by the written consent of the shareholders
having not less than the minimum number of votes required by
statute in accordance with Section 407(1) of the Act. Written
notice to shareholders who have not consented in writing has
been given. (Note: Written consent by less than all of the
shareholders is permitted only if such provision appears in the
Articles of incorporation.)
[ ] were duly adopted by the written consent of all shareholders
entitled to vote in accordance with section 407(2) of the Act.
Signed this day of 2000
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By
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(Only Signature of President, Vice-President,
Chairperson, or Vice-Chairperson)
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(Type or Print Name) (Type or Print Title)
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NAME OF PERSON OR PREPARER'S NAME AND BUSINESS
ORGANIZATION REMITTING FEES: TELEPHONE NUMBER:
XXXXXXXX XXXXXX XXXXXXXX AND XXXX XXXXX X. XXXXX, LEGAL ASSISTANT
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(000) 000-0000
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INFORMATION AND INSTRUCTIONS
1. The articles of incorporation cannot be restated until this form, or a
comparable document, is submitted.
2. Submit one original of this document. Upon filing, the document will be
added to the records of the Corporation and Securities Bureau. The original
will be returned to the address appearing in the box on the front as
evidence of filing.
Since this document will be maintained on optical disk media, it is
important that the filing be legible. Documents with poor black and white
contrast, or otherwise illegible, will be rejected.
3. This document is to be used pursuant to sections 641 through 643 of the
Act for the purpose of restating the articles of incorporation of a
domestic profit corporation. Restated articles of incorporation are an
integration into a single instrument of the current provisions of the
corporation's articles of incorporation, along with any desired amendments
to those articles.
4. Restated articles of incorporation which do not amend the articles of
incorporation may be adopted by the board of directors without a vote of
the shareholders. Restated articles of incorporation which amend the
articles of incorporation require adoption by the shareholders. Restated
articles of incorporation submitted before the first meeting of the board
of directors require adoption by all of the incorporators.
5. Item 2 - Enter the identification number previously assigned by the
Bureau. If this number is unknown, leave it blank.
6. The duration of the corporation should be stated in the restated articles
of incorporation only if it is not perpetual.
7. This document is effective on the date endorsed "filed" by the Bureau. A
later effective date, no more than 90 days after the date of delivery, may
be stated as an additional article.
8. If the restated articles are adopted before the first meeting of the board
of directors, item 5(a) must be completed and signed in ink by a majority
of the incorporators. Other restated articles must be signed by the
president, vice-president, chairperson, vice-chairperson.
9. FEES: Make remittance payable to the State of Michigan. Include
corporation name and identification number on check or money order.
NONREFUNDABLE FEE............................................................ $10.00
TOTAL MINIMUM FEE............................................................ $10.00
ADDITIONAL FEES DUE FOR INCREASED AUTHORIZED SHARES ARE:
each additional 20,000 authorized shares or portion thereof..........$30.00
maximum fee for first 10,000,000 authorized shares................$5,000.00
each additional 20,000 authorized shares or portion thereof in excess of
10,000,000 shares................................................... $30.00
maximum fee per filing for authorized shares in excess of 10,000
shares......................................................... $200,000.00
10. Mail form and fee to The office is located at:
Michigan Department of Commerce 0000 Xxxxxxxxxx Xxx
Corporation and Securities Bureau Lansing, MI 48910
Corporation Division Telephone: (000) 000-0000
P.O. Box 30054
Lansing, MI 48909-7554
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EXHIBIT A TO
RESTATED ARTICLES OF INCORPORATION
OF
SATURN ELECTRONICS & ENGINEERING, INC.
1. The total authorized shares of the corporation shall be 201,000,000
shares, divided into 1,000,000 Preferred Shares and 200,000,000 Common
Shares.
2. The Preferred Shares shall be issued from time to time in one or more
series, each series to bear a distinctive designation and to have such
relative rights and preferences as shall be prescribed by resolution
of the Board of Directors pursuant to authority so to do which is
hereby expressly vested in the Board of Directors.
Each share of the Corporation's Class A Common Stock issued and outstanding
prior to the date of these Restated Articles of Incorporation is hereby
converted into 3.25 Common Shares. Each share of the Corporation's Class B
Common Stock issued and outstanding prior to the date of these Restated Articles
of Incorporation is hereby converted into 2.75 Common Shares. In connection
with such recapitalization, fractional shares shall not be issued by the
Corporation, but cash shall be paid in lieu thereof.
ARTICLE VII
Pursuant to Section 784(1)(b) of the Michigan Business Corporation
Act, the Corporation expressly elects not to be governed by Chapter 7A of the
Michigan Business Corporation Act, being Sections 775 through 784 of the
Michigan Business Corporation Act; provided that the Corporation's Board of
Directors may terminate this election in whole or in part by action of the
majority of directors then in office.
ARTICLE VIII
The business and affairs of the Corporation shall be managed by or
under the direction of a Board of Directors consisting of not less than three or
more than fifteen directors, the exact number of directors to be determined from
time to time solely by a resolution adopted by an affirmative vote of a majority
of the directors then in office. The directors shall be divided into three
classes, designated Class I, Class II and Class III. Each class shall consist,
as nearly as may be possible, of one-third of the total number of directors
constituting the entire Board of Directors. At the 2000 Annual Meeting of
Shareholders, Class I directors shall be elected for a one-year term, Class II
directors for a two year term and Class III directors for a three-year term. At
each succeeding annual meeting of shareholders, commencing in 2001, successors
to the class of directors whose term expires at that annual meeting shall be
elected for a three-year term.
If the number of directors is changed, any increase or decrease shall
be apportioned among the classes of directors so as to maintain the number of
directors in each class as nearly equal as possible, but in no case will a
decrease in the number of directors shorten the term of
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any incumbent director. When the number of directors is increased by the
Board of Directors and any newly-created directorships are filled by the Board,
the additional directors shall be classified as provided by the Board.
A director shall hold office until the meeting for the year in which
his or her term expires and until his or her successor shall be elected and
shall qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office. Newly-created directorships resulting
from an increase in the number of directors and any vacancy on the Board of
Directors may be filled only by the Board by an affirmative vote of a majority
of the directors then in office. If the number of directors then in office is
less than a quorum, such newly-created directorships and vacancies may be
filled by a majority of the directors then in office, although less than a
quorum, or by the sole remaining director. A director elected by the Board of
Directors to fill a vacancy shall hold office until the next election of the
class for which the director shall have been chosen and until his or her
successor shall be elected and shall qualify. A director or the entire Board of
Directors may be removed, only for cause, by vote of the holders of a majority
of the shares entitled to vote at an election of directors.
Notwithstanding the foregoing, whenever the holders of any one or more
classes of Preferred Shares or series thereof issued by the Corporation shall
have the right, voting separately by class or series, to elect directors at an
annual or special meeting of shareholders, the election, term of office, filling
of vacancies and other features of such directorship shall be governed by the
terms of these Restated Articles of Incorporation applicable thereto, and such
directors so elected shall not be divided into classes pursuant to this Article.
This Article VIII may not be amended by less than unanimous written
consent of shareholders, and may only be amended by the affirmative vote of
holders of 80% of the outstanding Common Shares of the Corporation, in addition
to the vote otherwise required by the Michigan Business Corporation Act.
ARTICLE IX
No action by written consent of holders of less than all of the
outstanding shares entitled to vote on such action shall be effective unless the
proposed action shall have been approved by the Board of Directors before the
consent of shareholders is executed.
