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Incorporation of Crosley Motors, Inc.: August 3, 1945 and subesquent documents.

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  • mrcooby
    ARTICLES OF INCORPORATION of CROSLEY MOTORS, INC. The undersigned, a majority of whom are citizens of the United States, desiring to form a corporation for
    Message 1 of 1 , Aug 5, 2008
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      ARTICLES OF INCORPORATION  of  CROSLEY MOTORS, INC.

      The undersigned, a majority of whom are citizens of the United States,
      desiring to form a corporation for profit under the General Corporation Act of
      Ohio, do hereby certify:

      FIRST: The name of said corporation shall be Crosley Motors, Inc.

      SECOND: The place in the State of Ohio where its principal office is to
      be located is the City of Cincinnati, Hamilton County.

      THIRD: The purpose or purposes for which it is formed are:


      (a)   To manufacture, assemble, buy, sell and deal in automobiles,
      trucks, and other motor vehicles, and engines, parts, accessories and
      supplies therefor.


      (b)   To manufacture, purchase or otherwise acquire, sell, assign
      and transfer, exchange or otherwise dispose of, and to invest, trade, deal
      in or deal with goods, wares and merchandise and personal property of every
      class and description.


      (c)   To purchase, acquire, hold, mortgage, pledge, hypothecate,
      loan money upon, exchange, sell, and otherwise deal in personal property
      and real property of every kind, character and description whatsoever and
      wheresoever situated, and any interest therein.

      (d)   To acquire by purchase, subscription, underwriting,
      participation in syndicates, or otherwise, and to hold, own, sell,
      exchange, pledge, hypothecate or otherwise dispose of, shares of stock,
      bonds, mortgages, debentures, trust receipts, participation certificates,
      certificates of beneficial interest, notes and other securities,
      obligations, contracts, choses in action and evidences of indebtedness
      generally, or interests therein, of corporations, associations, firms,
      trusts, governments, states, colonies, municipalities, and other
      organizations or persons; to receive, collect and dispose of interest,
      dividends and income upon, of or from, and to exercise any and all rights
      and privileges of individual ownership or interest in any of the foregoing,
      including the right to vote thereon for any and all purposes, and as to any
      and all acts and things for the preservation, protection, improvement and
      enhancement in value thereof and to endorse or guarantee the same or become
      surety in respect thereof, and to aid by loan, subsidy, guarantee or
      otherwise, those issuing, selling, creating or responsible for the same.
      The corporation may purchase, hold, sell, and reissue any of its shares and
      to the extent that the authority to do the same may be granted under these
      Articles the Board of Directors shall have power to do all said acts,
      without any action by shareholders.

      (e)   To apply for, obtain, purchase, take licenses in respect of
      or otherwise acquire, and to hold, own, use, grant licenses in respect of,
      manufacture under, sell, assign, mortgage, pledge or otherwise dispose of:


      any and all inventions, devices, processes and any improvements and
      modifications thereof; and any and all letters patent of the United States
      or of any other country, state, territory, or locality, and all rights
      connected therewith or appertaining thereunto; any and all copyrights
      granted by the United States or any other country, state, territory, or
      locality; and any and all trade marks, trade names, trade symbols and other
      indications or origin and ownership granted by or recognized under the laws
      of the United States or of any other country, state, territory or locality.

      (f)    To acquire all or any part of the goodwill, rights, property
      and business of any corporation, association, partnership, firm, trustee,
      syndicate, combination, organization, other entity, or individual, domestic
      or foreign, heretofore or hereafter engaged in any business, similar to the
      business of the corporation or otherwise, and to pay for the same in cash
      or in shares or obligations of the corporation or otherwise, and to hold, utilize, enjoy
      and in any manner dispose of the whole or any part of the rights and
      property so acquired, and to assume in connection therewith any liabilities
      of any such corporation, association, partnership, firm, trustee,
      syndicate, combination, organization, individual or other entity, domestic
      or foreign, and to conduct in the State of Ohio and/or in any other state,
      territory, locality or country the whole or any part of the business thus
      acquired, provided such business is not prohibited by the laws of the State
      of Ohio.


      Each purpose specified in any clause or paragraph contained in this
      Article Third shall be deemed to be independent of all other purposes herein
      specified and shall not be limited or restricted by reference to or inference
      from the terms of any other clause or paragraph of these Articles of
      Incorporation.

      The corporation reserves the right, at any time and from time to time,
      substantially to change its purposes, in the manner now or hereafter permitted
      by statute. Any change of the purposes of the corporation, authorized or
      approved by the holders of shares entitling them to exercise the proportion of
      the voting power of the corporation now or hereafter required by statute, shall
      be binding and conclusive upon every shareholder of the corporation as fully as
      if such shareholder had voted therefor; and no shareholder, notwithstanding that
      he may have voted against such change of purposes or may have objected in
      writing thereto, shall be entitled to payment of the fair cash value of his
      shares.

      FOURTH: The maximum number of shares which the corporation is authorized
      to have outstanding is six hundred thousand (600,000) shares, without par value,
      designated as common stock.

      Shares without par value may be issued pursuant to subscriptions taken
      by the incorporators for such amount of consideration as may be specified by the
      incorporators, and after organization, shares without par value now or hereafter
      authorized may be issued or agreed to be issued from time to time for such
      amount or amounts of consideration as may be fixed from time to time by the
      Board of Directors. The Board of Directors in its discretion may fix different
      amounts and/or kinds of consideration for the issuance of shares without par
      value, whether issued at the same or different times, and may determine that
      only a part or proportion of the amount or amounts of consideration which shall
      be received by the corporation shall be stated capital. Any and all shares
      without par value so issued, the consideration for which, as fixed by the
      incorporators or by the Board of Directors, has been paid or delivered, shall be
      fully paid and non-assessable.


      FIFTH: The amount of capital with which the corporation will begin
      business is One Thousand Dollars ($1,000).


      SIXTH: The Board of Directors is hereby authorized to fix and determine
      and to vary the amount of working capital of the corporation, to determine
      whether any, and, if any, what part of its surplus, however created or arising,
      shall be used or disposed of or declared in dividends or paid to shareholders,
      and, without action by the shareholders, to use and apply such surplus, or any
      part thereof, at any time or from time to time in the purchase or acquisition of
      shares of any class, voting trust certificates for shares, bonds, debentures,
      notes, scrip, warrants, obligations, evidences of indebtedness of the
      corporation or other securities of the corporation, to such extent or amount and
      in such manner and upon such terms as the Board of Directors shall deem
      expedient.

      SEVENTH: No holder of shares of the corporation of any class shall be
      entitled as such, as a matter of right, to subscribe for or purchase shares of
      any class, now or hereafter authorized, or to purchase or subscribe for,
      securities convertible into or exchangeable for shares of the corporation or to
      which shall be attached or appertain any warrants or rights entitling the holder
      thereof to subscribe for or purchase shares, except such rights of subscription
      or purchase, if any, at such price or prices and upon such terms and conditions
      as the Board of Directors in its discretion from time to time may determine.

      EIGHTH: Notwithstanding any provision of the General Code of Ohio, now
      or hereafter in force, requiring for any purpose the vote or consent of the
      holders of shares entitling them to exercise two-thirds or any other proportion
      of the voting power of the corporation or of any class or classes of shares
      thereof, such action, unless otherwise expressly required by statute, may be
      taken by the vote or consent of the holders of shares entitling them to exercise
      a majority of the voting power of the corporation or of such class or classes.

      NINTH: Every statute of the State of Ohio hereafter enacted, whereby the
      rights or privileges of shareholders of a corporation organized under the
      General Corporation Act of said State are increased, diminished or in any way
      affected, or whereby effect is given to any action authorized, ratified or
      approved by less than all the shareholders of any such corporation, shall apply
      to this corporation and shall be binding upon every shareholder thereof to the
      same extent as if such statute had been in force at the date of the filing of
      these Articles of Incorporation.

      TENTH: A director of this corporation shall not be disqualified by his
      office from dealing or contracting with the corporation as a vendor, purchaser,
      employee, agent, or otherwise; nor shall any transaction or contract or act of
      this corporation be void or voidable or in any way affected or invalidated by
      reason of the fact that any director or any firm of which any director is a
      member or any corporation of which any director is a shareholder or director is
      in any way interested in such transaction or contract or act, provided the fact
      that such director or such firm or such corporation is so interested shall be
      disclosed or shall be known to the Board of Directors or such members thereof as
      shall be present at any meeting of the Board of Directors at which action upon
      any such contract or transaction or act shall be taken; nor shall any such
      director be accountable or responsible to the corporation for or in respect to
      any such transaction or contract or act of this corporation or for any gains or
      profits realized by him by reason of the fact that he or any firm of which he is
      a member or any corporation of which he is a shareholder or director is
      interested in such transaction or contract or act; and any such director may be
      counted in determining the existence of a quorum at any meeting of the Board of
      Directors of the corporation which shall authorize or take action in respect to
      any such contract or transaction or act, and may vote thereat to authorize,
      ratify or approve any such contract or transaction or act, with like force and
      effect as if he or any firm of which he is a member or any corporation of which
      he is a shareholder or director were not interested in such transaction or
      contract or act.

      IN WITNESS WHEREOF, we have hereunto set our hands this 3rd day of
      August 1945.



      /s/  WALTER M. SHOHL

      /s/  RICHARD W. TODD

      /s/  MARIE E. DONNELLY

      Incorporators

      STATE OF OHIO        )

      )   SS:

      COUNTY OF HAMILTON   )

      Personally appeared before me, the undersigned, a Notary Public in and
      for said county, this 3rd day of August, 1945, the above named Walter M. Shohl,
      Richard W. Todd and Marie E. Donnelly, each of whom acknowledged the signing of
      the foregoing Articles of Incorporation to be his free act and deed for the uses
      and purposes therein mentioned.


      WITNESS my hand and official seal on the day and year last aforesaid.

      /s/  FRANCES C. LACKNER

      Notary Public, Hamilton County, Ohio


      AMENDMENT 

      OF ARTICLES OF INCORPORATION
      OF CROSLEY MOTORS, INC.

      Lewis M. Crosley, Vice President and Stanley E. Kess, Assistant
      Secretary of Crosley Motors, Inc., an Ohio corporation with its principal office
      located at Cincinnati, Ohio, do hereby certify that a meeting of the holders of
      the shares of said corporation entitling them to vote on the proposal to amend
      the articles of incorporation thereof, as contained in the following resolution,
      was duly called and held on the 9th day of November, 1949, at which meeting a
      quorum of such shareholders was present in person or by proxy, and that by the
      affirmative vote of the holders of shares entitling them to exercise a majority
      of the voting power of the corporation on such proposal* the following
      resolution was adopted to amend the articles:

      RESOLVED, that, since Crosley Motors, Inc. is authorized to issue six
      hundred thousand (600,000) shares of common stock without par value, of which
      569,254 shares are now issued and outstanding at a stated value of $6.00 per
      share and 30,746 shares are unissued and it is desired to change all of said
      common stock without par value into an equal number of shares of common stock
      with a par value of $6.00 per share, without changing the stated capital of the
      corporation which is now $3,435,524;

      THEREFORE, said 569,254 shares of the issued and outstanding common
      stock without par value shall be, and the same hereby are, changed into 569,254
      shares of common stock with a par value of $6.00 per share; and said 30,746
      shares of unissued common stock shall be, and the same hereby are, changed into
      2,746 shares of unissued common stock with a par value of $6.00 per share; and

      RESOLVED FURTHER, that, in order to effectuate said change from common
      stock without par value into common stock with a par value of $6.00 per share,
      the Articles of Incorporation of Crosley Motors, Inc. shall be, and the same
      hereby are, amended by striking out in its entirety Article Fourth thereof and
      substituting therefore the following new Article Fourth:


      "Fourth: The maximum number of shares which the Corporation is authorized
      to have outstanding is six hundred thousand (600,000) shares with a par
      value of $6.00 each, designated as common stock."


      RESOLVED FURTHER, that the President or the Vice President and the
      Secretary or an Assistant Secretary of the Corporation shall be, and they hereby
      are, authorized and directed to execute and file in the Office of the Secretary
      of State of Ohio a Certificate of Amendment embodying the above amendment to the
      Articles of Incorporation of Crosley Motors, Inc., and to execute and deliver
      any other instrument deemed necessary or appropriate to carry out the intent and
      purpose of the foregoing resolutions.


      IN WITNESS WHEREOF, said Lewis M. Crosley, Vice President and Stanley E.
      Kess, Assistant Secretary, of Crosley Motors, Inc., acting for and on behalf of
      said corporation, have hereunto subscribed their names and caused the seal of
      said corporation to be hereunto fixed this 10th day of November, 1949.

      By: /s/  LEWIS M. CROSLEY

      Lewis M. Crosley, Vice President

      By: /s/  STANLEY E. KESS

      Stanley E. Kess, Assistant Secretary


      CERTIFICATE OF AMENDMENT
      TO  ARTICLES OF INCORPORATION OF

      CROSLEY MOTORS, INC.





      Lewis M. Crosley, Vice-President, and Frank W. Knowlton, Secretary, of
      CROSLEY MOTORS, INC., an Ohio corporation with its principal office located at
      Cincinnati, Ohio, DO HEREBY CERTIFY that a meeting of the holders of shares of
      said Corporation entitling them to vote on the proposal to amend the Articles of
      Incorporation thereof, as contained in the following resolutions, was duly
      called and held on the 12th day of December, 1952, at which a quorum of such
      shareholders was present in person or by proxy, and that by the affirmative vote
      of the holders of shares entitled under the Articles of Incorporation, as
      heretofore amended, to exercise a majority of the voting power of the
      Corporation on such proposal, to wit, the holders of a majority of the
      outstanding shares of Common Stock, being the only class of shares outstanding,
      such vote being the vote required under the Articles of Incorporation to adopt
      such proposal, the following resolution was adopted to amend the Articles:

      RESOLVED, that the Articles of Incorporation, as heretofore amended, of
      Crosley Motors, Inc., be and hereby are amended as follows:

      º •


      º (1) The par value of the shares of Common Stock of the Corporation,
      both issued and unissued, is hereby increased from $6 per share to $10
      per share and each 20 shares of the issued shares of Common Stock of
      the par value of $6 per share are hereby changed into one share of
      Common Stock of the par value of $10 per share, so that hereafter the
      authorized number of shares of Common Stock shall be 600,000 shares of
      the par value of $10 per share, out of which 28,462.7 shares are
      issued; and (2) a new class of 2,716 shares of Convertible Preferred
      Stock of the par value of $1,000 per share is hereby authorized.

      º •

      º The number and class of issued shares being so changed by this
      Amendment are 569,254 shares of Common Stock, par value $6 per share,
      and the number and class of issued shares into which they are being so
      changed by this Amendment are 28,462.70 full-paid and non-assessable
      shares of Common Stock, par value $10 per share.

      º •


      º Upon this Amendment becoming effective, each Common Stock certificate
      shall automatically represent 1/20th the number of shares previously
      represented thereby, and all such shares shall be and become and
      hereby are changed into shares of the par value of $10 per share,
      rather than shares of the par value of $6 per share. Upon the
      surrender of certificates for Common Stock of the par value of $6 per
      share of the Corporation, the Corporation will issue to the respective
      holders thereof certificates representing the appropriate full number,
      or fraction, of shares of Common Stock of the par value of $10 per
      share.

      º •

      º In conformity with the foregoing, Article Fourth of the Company's
      Articles of Incorporation, as amended, shall henceforth be and read as
      follows:

      "Fourth: The maximum number of shares which the Corporation is
      authorized to have outstanding is Six hundred two thousand seven
      hundred sixteen (602,716), of which Two thousand seven hundred sixteen
      (2,716) shares of the par value of One thousand Dollars ($1,000) each
      shall be classified as Convertible Preferred Stock and Six hundred
      thousand (600,000) shares of the par value of Ten Dollars ($10) each
      shall be classified as Common Stock, and the designations and express terms and provisions of the shares of Convertible Preferred Stock and Common Stock are as follows:

      º The holders of Convertible Preferred Stock shall be entitled to
      receive, when and as declared by the Board of Directors out of any
      funds legally available for the purpose, cumulative cash dividends at
      the rate of three percent (3%) per annum and no more, payable
      quarter-yearly, on the first days of January, April, July and October
      in each year, to stockholders of record on the respective dates, not
      exceeding forty-five days preceding such dividend payment dates, fixed
      for the purpose by the Board of Directors in advance of payment of
      each particular dividend. Such dividends on the Convertible Preferred
      Stock shall be payable before any cash dividends on the Common Stock
      shall be paid or set apart for payment and shall be cumulative from
      and after the 13th day of December, 1952.*

      º So long as any of the Convertible Preferred Stock remains outstanding
      no dividend whatever shall be paid or declared, nor any distribution
      be made, on the Common Stock, other than a dividend payable in Common
      Stock, nor shall any shares of Common Stock be acquired for a
      consideration by the Corporation:

      º unless all dividends on the Convertible Preferred Stock accrued
      for all past quarter-yearly dividend periods shall have been paid
      and the full dividends thereon for the then current
      quarter-yearly dividend period shall have been paid or declared
      and a sum sufficient for the payment thereof set apart; and

      º unless all amounts theretofore required to be set aside for the
      sinking fund hereinafter provided shall have been set aside.

      Subject to the foregoing provisions with respect to the Convertible
      Preferred Stock, and not otherwise, such dividends (payable in cash, stock or
      otherwise) as may be determined by the Board of Directors may be declared and
      paid on the Common Stock from time to time out of funds legally available
      therefor, and the Convertible Preferred Stock shall not be entitled to
      participate in any such dividends, whether payable in cash, stock or otherwise.

      º So long as any shares of the Convertible Preferred Stock remain
      outstanding, there shall be set aside as a sinking fund, annually on
      or before October 31 of each year commencing with 1953, out of
      earnings of the Corporation for the twelve-month period ending the
      preceding July 31, an amount in cash sufficient to redeem at the
      redemption price hereinafter provided a number of shares of
      Convertible Preferred Stock (to the nearest full share) determined by
      dividing the sum of (a) the number of shares of such stock outstanding
      on the preceding October 15 and (b) the number of shares of such stock
      purchased for retirement or redeemed other than through said sinking
      fund and not theretofore credited against said sinking fund
      requirement by the number of years between such October 31 and
      October 31, 1965. Against such cash sinking fund requirement for any
      year the Corporation may credit itself with the redemption price of
      shares of Convertible Preferred Stock which the Corporation may have
      purchased for retirement or redeemed other than through said sinking
      fund. Monies set aside for the sinking fund as aforesaid shall be
      applied to the redemption of shares of Convertible Preferred Stock on
      the following December 1. Anything herein to the contrary
      notwithstanding, the Corporation shall be obligated to set aside in
      cash the annual sinking fund requirement only to the extent that
      earnings of the Corporation are available therefor, provided, however,
      that if in any year the Corporation does not set aside in cash the
      full annual sinking fund requirement for such year the amount of the
      deficiency shall be added to the sinking fund requirement for the next
      succeeding year. For the purpose of this paragraph the term "earnings"
      of the Corporation shall mean its earnings after deduction of all
      charges of a proper character, including income and profits taxes and
      dividends accrued during the particular year on the Convertible
      Preferred Stock, all determined in accordance with accepted accounting
      practice. All shares of Convertible Preferred Stock purchased or redeemed by the Corporation for or through the sinking fund shall be retired and shall not thereafter be
      issued.

      º The Corporation at the option of the Board of Directors may redeem the
      whole or any part of the Convertible Preferred Stock at any time
      outstanding, at any time, or from time to time, upon notice duly given
      as hereinafter specified, at the redemption price of $1,000 per share
      together with a sum computed at the annual rate of $30 per share on
      the shares to be redeemed from and after December 13, 1952* to and
      including the date fixed for such redemption, less the aggregate of
      the dividends paid thereon prior to such redemption date, but computed
      without interest.

      Notice of every such redemption shall be mailed at least thirty days
      prior to the date fixed for such redemption to the holders of record of the
      shares so to be redeemed at their respective addresses as the same shall appear
      on the books of the Corporation.

      In case of redemption of a part only of the Convertible Preferred Stock
      at the time outstanding, the redemption may be either pro rata or by lot. The
      Board of Directors shall have full power and authority to prescribe the manner
      in which the drawings by lot or the pro rata redemption shall be conducted and,
      subject to the provisions herein contained, the terms and conditions upon which
      the Convertible Preferred Stock shall be redeemed from time to time.


      If such notice of redemption shall have been duly mailed as aforesaid,
      and if, on or before the redemption date specified therein, all funds necessary
      for such redemption shall have been set aside by the Corporation, separate and
      apart from its other funds, in trust for the pro rata benefit of the holders of
      the shares so called for redemption, so as to be and continue to be available
      therefor, then, notwithstanding that any certificate for shares so called for
      redemption shall not have been surrendered for cancellation, all shares so
      called for redemption shall no longer be deemed outstanding on and after such
      redemption date, and all rights with respect to such shares shall forthwith on
      such redemption date cease and terminate, except only the right of the holders
      thereof to receive the amount payable on redemption thereof, without interest.


      If such notice of redemption shall have been duly mailed as aforesaid
      and if on or before the redemption date specified therein the funds necessary
      for such redemption shall have been deposited by the Corporation with a bank or
      trust company in good standing, designated in such notice, organized under the
      laws of the United States of America or of the State of Ohio, doing business in
      the City of Cincinnati, having a capital surplus and undivided profits
      aggregating at least $5,000,000 according to its last published statement of
      condition, in trust for the pro rata benefit of the holders of the shares so
      called for redemption, then, notwithstanding that any certificate for shares so
      called for redemption shall not have been surrendered for cancellation, from and
      after the time of such deposit all shares of the Convertible Preferred Stock so
      called for redemption shall no longer be deemed to be outstanding and all rights
      with respect to such shares shall forthwith cease and terminate, except only the
      right of the holders thereof to receive from such bank or trust company at any
      time after the time of such deposit the funds so deposited, without interest.
      Any interest accrued on such funds shall be paid to the Corporation from time to
      time.

      Any funds so set aside or deposited, as the case may be, and unclaimed
      at the end of six years from such redemption date shall, at the request of the
      Corporation, be released or repaid to the Corporation, after which the holders
      of the shares so called for redemption shall look only to the Corporation for
      payment thereof.

      Shares of the Convertible Preferred Stock so redeemed shall not be
      reissued.

      º In the event of any liquidation, dissolution or winding up of the
      Corporation, whether voluntary or involuntary, the holders of the
      Convertible Preferred Stock shall be entitled to be paid an amount
      equal to the par value thereof plus all unpaid and accrued dividends
      thereon before any sum shall be paid to or any assets distributed among the holders of
      the Common Stock. If such payments shall have been made in full to the
      holders of the Convertible Preferred Stock, the remaining assets of
      the Corporation shall be distributed among the holders of the Common
      Stock, pro rata in accordance with their respective holdings.


      º Subject to the provisions for adjustment hereinafter set forth, each
      share of the Convertible Preferred Stock shall be convertible at the
      option of the holder thereof upon surrender to the Corporation, or to
      any Transfer Agent of the Corporation, of the certificate for the
      share so to be converted into full-paid and non-assessable shares of
      the Common Stock of the Corporation, at the price (taking the shares
      of Convertible Preferred Stock at $1,000 per share) of $10 per share
      of Common Stock. The then applicable price above mentioned at which
      shares of Common Stock shall be issuable upon conversion of shares of
      Convertible Preferred Stock is hereinafter referred to as the
      "conversion price" of the shares of Convertible Preferred Stock. Upon
      conversion of any shares of Convertible Preferred Stock, no allowance
      or adjustment shall be made for dividends on either class of stock.

      º The conversion price shall be subject to adjustment from time to time

      (i) in the event of the issue of any shares of Common Stock, whether
      as a dividend or otherwise (other than shares issued to officers or
      other employees of the Corporation or any of its subsidiaries pursuant
      to options heretofore or hereafter granted to them upon an aggregate
      of not exceeding 10% of the maximum number of shares of Common Stock
      at any time hereafter outstanding, and other than shares issued upon
      conversion of shares of Convertible Preferred Stock, and not including
      the sale or other disposition of shares in the treasury of the
      Corporation) for a consideration per share less than the then
      prevailing conversion price for the shares of Convertible Preferred
      Stock, or (ii) in the event that the Corporation issues any class of
      stock or other securities, whether as a dividend or otherwise (other
      than shares in the treasury of the Corporation), convertible into
      Common Stock at a conversion price less than the then prevailing
      conversion price for shares of Convertible Preferred Stock, or issues
      any options or warrants (other than options heretofore or hereafter
      granted to officers or other employees of the Corporation or any of
      its subsidiaries upon an aggregate of not exceeding 10% of the maximum
      number of shares of Common Stock at any time hereafter outstanding)
      entitling the holders to purchase Common Stock (other than shares in
      the treasury of the Corporation) at a price less than the then
      prevailing conversion price for shares of Convertible Preferred Stock,
      or (iii) in the event that the Corporation shall at any time split up,
      combine or otherwise reclassify the Common Stock, or (iv) in the event
      the Corporation shall take any other action with respect to the Common
      Stock, whether by way of merger, consolidation or otherwise, other
      than declaration or payment of any cash dividend or dividends thereon,
      which, in the opinion of the Board of Directors of the Corporation,
      would affect adversely the conversion price, provided that, in the
      event of any adjustment pursuant to (ii) above, upon the termination
      of the conversion right of any such convertible stock or other
      security or the expiration of any such option or warrant, such
      adjustment shall be reversed with respect to any such stock or other
      securities not so converted or any such options or warrants not
      exercised. In every such case the Board of Directors of the
      Corporation shall appoint a firm of independent public accountants
      (which may be the firm that regularly examines the financial
      statements of the Corporation) which shall give their opinion as to
      the adjustment, if any, of the conversion price required to preserve
      to the holders of shares of Convertible Preferred Stock a conversion
      price substantially proportionate to the conversion price existing
      prior to such event, and the conversion price shall be forthwith
      adjusted in accordance with such opinion, which shall be conclusive,
      and such adjusted conversion price shall be furnished to the Transfer
      Agent and, upon request, to any holder of shares of Convertible
      Preferred Stock. In giving such opinions such accountants shall rely
      upon any findings of the Board of Directors as to values, the opinion
      of the Board of Directors given pursuant to clause (iv) of this paragraph, and upon the opinion of counsel, who may be counsel for the Corporation, as to any matters of law.

      º In lieu of fractions of shares of stock issuable upon conversion of
      Convertible Preferred Stock, the Corporation shall issue fractional
      script certificates, in bearer form, calculated to the nearest
      1/1000th of a share, which shall not entitle the bearer to vote or to
      receive dividends or to any rights of a shareholder, but which shall
      be exchangeable for certificates for full shares of the stock of the
      Corporation called for thereby, at any time on or before December 31
      in the third calendar year after the date of issue of such scrip, when
      surrendered with other fractional scrip certificates in sufficient
      aggregate amount. After such date the Corporation will either sell for
      the account of the holders of such outstanding scrip certificates the
      number of full shares represented thereby, or will deposit with the
      Transfer Agent the market price of such full shares and thereafter at
      any time, within the next three years holders of such scrip
      certificates may receive their pro rata share of the proceeds of such
      sale or of such deposit, after which date such scrip shall become
      void.

      º The Corporation shall at all times reserve and keep available out of
      its authorized but unissued stock, the full number of shares of stock
      into which all shares of Convertible Preferred Stock from time to time
      outstanding are convertible.

      º Except as specifically provided by statute, all voting rights in the
      Corporation shall be vested exclusively in the holders of the Common
      Stock who shall be entitled, in the case of a holder of full shares,
      to one vote for each share of Common Stock held and, in the case of
      holders of a fraction of a share, to a fraction of a vote equivalent
      to the fraction of a share held, and the holders of Convertible
      Preferred Stock shall have no right to vote at, or to participate in,
      any meeting of the stockholders of the Corporation or to receive any
      notice of such meeting", provided, however, that no amendment of the
      Articles of Incorporation which authorizes a new class of shares
      having rights as to dividends or upon liquidation on a parity with or
      senior to the Convertible Preferred Stock shall be adopted without the
      vote or the written consent of the holders of at least two-thirds of
      the Convertible Preferred Stock at the time outstanding.

      and further

      RESOLVED, that the President or a Vice-President and the Secretary or an
      Assistant Secretary of this Corporation be and hereby are authorized and
      directed to file with the Secretary of State of the State of Ohio a certificate
      of the foregoing amendment.


      IN WITNESS WHEREOF, said Lewis M. Crosley, Vice President, and Frank W.
      Knowlton
      , Secretary, of Crosley Motors, Inc., acting for and on behalf of said
      Corporation, have hereunto subscribed their names and caused the seal of said
      Corporation to be hereunto affixed this 12th day of December, 1952.

      By /s/  LEWIS M. CROSLEY

      Vice President

      By /s/  FRANK W. KNOWLTON

      Secretary

      CERTIFICATE OF AMENDMENT
      to ARTICLES OF INCORPORATION of
      AEROJET-GENERAL CORPORATION

      Dan A. Kimball, President and F. W. Knowlton, Secretary of
      Aerojet-General Corporation, an Ohio corporation, with its principal office
      located at Cincinnati, Ohio, do hereby certify that a meeting of the holders of
      shares of said corporation entitled to vote on the proposal to amend the
      Articles of Incorporation thereof, as contained in the following resolutions,
      was duly called and held on the 30th day of March, 1955, at which meeting a
      quorum of such shareholders was present in person or by proxy, and by the
      affirmative vote of the holders of shares entitled under the Articles of
      Incorporation, as heretofore amended, to exercise two-thirds of the voting power
      of the corporation on such proposal, to-wit, the holders of two-thirds of the
      outstanding shares of Common Stock, the following resolutions were adopted to
      amend the Articles of Incorporation, as heretofore amended, of said Corporation:

      RESOLVED that the Articles of Incorporation, as heretofore amended, of
      Aerojet-General Corporation, be amended by changing ARTICLE II thereof
      to read as follows:

      "ARTICLE II. The place in the State of Ohio where its principal office is
      to be located is Akron, Summit County."
      and further

      RESOLVED that the President or a Vice President and the Secretary or
      an Assistant Secretary of this Company be and they hereby are
      authorized and directed to execute and file with the Secretary of
      State of the State of Ohio a Certificate of Amendment to the Articles
      of Incorporation of the Company setting forth the foregoing
      resolution.

      IN WITNESS WHEREOF, said Dan A. Kimball, President and F. W. Knowlton,
      Secretary of Aerojet-General Corporation, acting for and on behalf of said
      Corporation, have hereunto subscribed their names and caused the seal of said
      Corporation to be hereunto affixed this 30th day of March, 1955.

      By: /s/  DAN A. KIMBALL
      President
      By: /s/  F.W. KNOWLTON
      Secretary

      CERTIFICATE OF AMENDMENT
      to ARTICLES OF INCORPORATION of


      AEROJET-GENERAL CORPORATION




      D.A. Kimball, President, and F. W. Knowlton, Assistant Secretary, of
      Aerojet-General Corporation, an Ohio corporation, with its principal office
      located at Akron, Ohio, DO HEREBY CERTIFY that a meeting of the holders of
      shares of said Corporation entitling them to vote on the proposal to amend the
      Articles of Incorporation thereof, as contained in the following resolutions,
      was duly called and held on the 26th day of March, 1958, at which a quorum of
      such shareholders was present in person or by proxy, and by the affirmative vote
      of holders of shares entitled under the Articles of Incorporation to exercise at
      least a majority of the voting power of the Corporation on such proposal,
      to-wit, holders of at least a majority of the outstanding shares of Common
      Stock, being the only class of shares outstanding entitled to vote thereon, the
      following resolutions were adopted to amend the Articles:

      RESOLVED that the Articles of Incorporation, as heretofore
      amended, of Aerojet-General Corporation be and hereby are
      amended as follows:

      (1)   The authorized number and par value of the shares of Common
      Stock of the Corporation are hereby changed from 1,200,000 shares of the
      par value of $10.00 per share to 12,000,000 shares of the par value of
      $1.00 per share; and in conformity therewith the first paragraph of
      Article IV of the Articles of Incorporation, as heretofore amended, of the
      Corporation, is hereby amended to read as follows:

      "ARTICLE IV: The maximum number of shares which the
      Corporation is authorized to have outstanding is Twelve Million One
      Thousand Five Hundred Seventy-one (12,001,571), of which One Thousand
      Five Hundred Seventy-one (1,571) shares of the par value of One
      Thousand Dollars ($1000) each shall be classified as Convertible
      Preferred Stock, and Twelve Million (12,000,000) shares of the par
      value of One Dollar ($1.00) each shall be classified as Common Stock,
      and the designations and express terms and provisions of the shares of
      Convertible Preferred Sto ck and Common Stock are as follows:"

      (2)   Each issued share of Common Stock of the par value of $10.00
      per share of the Corporation is hereby changed into ten shares of Common
      Stock of the par value of $1.00 per share of the Corporation.

      (3)   Upon this Amendment becoming effective, each certificate
      which theretofore represented shares of Common Stock of the par value of
      $10.00 per share of the Corporation shall represent the same number of
      shares of Common Stock of the par value of $1.00 per share of the
      Corporation, and each holder of record of the issued shares of Common Stock
      of this Corporation at the close of business on the date this Amendment
      becomes effective shall be entitled to receive an additional certificate or
      certificates representing shares of Common Stock of the Corporation of the
      par value of $1.00 per share which, together with the certificate or
      certificates registered in his name which theretofore represented shares of
      the Common Stock of the par value of $10.00 per share, will represent the
      number of shares of the Common Stock of the par value of $1.00 per share of
      the Corporation to which he is entitled as a result of the change of each
      issued share of the Common Stock of the par value of $10.00 per share into
      ten issued shares of the Common Stock of the par value of $1.00 per share
      pursuant to this Amendment.

      and further

      RESOLVED, that the President or a Vice President and the
      Secretary or an Assistant Secretary of the Corporation be
      and hereby are authorized and directed to file with the
      Secretary of State of the State of Ohio a certificate of the
      foregoing amendment.

      IN WITNESS WHEREOF, said D.A. Kimball, President and F. W. Knowlton,
      Assistant Secretary of Aerojet-General Corporation, acting for and on behalf of
      said Corporation, have hereunto subscribed their names and caused the seal of
      said Corporation to be hereunto affixed this 26th day of March, 1958.

      By  /s/  D.A. KIMBALL

      President

      By: /s/  F.W. KNOWLTON

      Assistant Secretary


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