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Exhibit 3.1
OMNOVA SOLUTIONS INC.
AMENDED AND RESTATED ARTICLES OF INCORPORATION
As adopted and in effect on September 17, 1999
ARTICLE I
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The name of the corporation is OMNOVA Solutions Inc. (the
"Corporation").
ARTICLE II
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The place in the State of Ohio where the Corporation's principal office
is located is the City of Fairlawn, Summit County.
ARTICLE III
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The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be formed under Sections 1701.01 to 1701.98,
inclusive, of the Ohio Revised Code.
ARTICLE IV
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A. AUTHORIZED CAPITAL STOCK. The Corporation is authorized to issue One
Hundred Fifty Million (150,000,000) shares of capital stock, consisting of
Fifteen Million (15,000,000) shares of preferred stock, par value $1.00 per
share ("Preferred Stock"), and One Hundred Thirty-Five Million (135,000,000)
shares of common stock, par value $0.10 per share ("Common Stock").
B. PREFERRED STOCK. The Board of Directors shall have authority to
issue Preferred Stock from time-to-time in one or more series.
1. Series A Preferred Stock. In addition to the voting rights
set forth relating to Series A Preferred Stock in any Preferred Stock
Designation, Series A Preferred Stock is also entitled to one hundred votes for
each share of such stock upon all matters presented to the shareholders; and
except as otherwise provided in these Articles or in any Preferred Stock
Designation, the holders of Series A Preferred Stock and the holders of Common
Stock shall vote together as one class on all matters.
2. Series B Preferred Stock. In addition to the voting rights
set forth relating to Series B Preferred Stock in any Preferred Stock
Designation, Series B Preferred Stock is also entitled to one vote for each
share of such stock upon all
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matters presented to the shareholders; and except as otherwise provided in these
Articles or in any Preferred Stock Designation, the holders of Series B
Preferred Stock and the holders of Common Stock shall vote together as one class
on all matters.
3. Series C Preferred Stock. Other than as provided in any
Preferred Stock Designation, Series C Preferred Stock is not entitled to vote.
C. COMMON STOCK. Subject to any Preferred Stock Designation, the
holders of shares of Common Stock shall be entitled to one vote on each matter
submitted to a vote at a meeting of shareholders for each share of Common Stock
held of record by such holder as of the record date for such meeting.
ARTICLE V
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The Board of Directors shall be authorized hereby to exercise all
powers now or hereafter permitted by law providing rights to the Board of
Directors to adopt amendments to these Articles to fix or change the express
terms of any unissued or treasury shares of any class, including, without
limiting the generality of the foregoing: division of such shares into series
and the designation and authorized number of shares of each series; voting
rights of such shares (to the extent now or hereafter permitted by law);
dividend or distribution rate; dates of payment of dividends or distributions
and the dates from which they are cumulative; liquidation price; redemption
rights and price; sinking fund requirements; conversion rights; and restrictions
on the issuance of shares of the same series or any other class or series; all
as may be established by resolution of the Board of Directors from time-to-time
(collectively, a "Preferred Stock Designation").
ARTICLE VI
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Except as may be provided in any Preferred Stock Designation, holders
of shares of capital stock of the Corporation shall not be entitled to
cumulative voting rights in the election of directors.
ARTICLE VII
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Except as may be provided in any Preferred Stock Designation, no holder
of any shares of capital stock of the Corporation shall have any preemptive
right to acquire any shares of unissued capital stock of any class or series,
now or hereafter authorized, or any treasury shares or securities convertible
into such shares or carrying a right to subscribe to or acquire such shares of
capital stock.
ARTICLE VIII
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The Corporation may from time-to-time, pursuant to authorization by the
Board of Directors and without action by the shareholders, purchase or otherwise
acquire
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capital stock of the Corporation of any class or classes in such manner, upon
such terms and in such amounts as the Board of Directors shall determine;
subject; however, to such limitation or restriction, if any, as is contained in
any Preferred Stock Designation at the time of such purchase or acquisition.
ARTICLE IX
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Notwithstanding anything to the contrary contained in these Articles,
the affirmative vote of the holders of at least 80% of the voting power of the
Corporation, voting together as a single class, shall be required to amend or
repeal, or adopt any provision inconsistent with Article V, Article VI, Article
VII, Article VIII or this Article IX; provided, however, that this Article IX
shall not alter the voting entitlement of shares that, by virtue of any
Preferred Stock Designation, are expressly entitled to vote on any amendment to
these Articles. For purposes of these Articles, "voting power of the
Corporation" means the aggregate voting power of (1) all the outstanding shares
of Common Stock of the Corporation and (2) all the outstanding shares of any
class or series of capital stock of the Corporation that has (i) rights to
distributions senior to those of the Common Stock, including, without
limitation, any relative, participating, optional or other special rights and
privileges of, and any qualifications, limitations or restrictions on, such
shares and (ii) voting rights entitling such shares to vote generally in the
election of officers.
ARTICLE X
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Any and every statute of the State of Ohio hereafter enacted, whereby
the rights, powers or privileges of corporations or of the shareholders of
corporations organized under the laws of the State of Ohio are increased or
diminished or in any way affected, or whereby effect is given to the action
taken by any number, less than all, of the shareholders of any such corporation,
shall apply to the Corporation and shall be binding not only upon the
Corporation but upon every shareholder of the Corporation to the same extent as
if such statute had been in force at the date of filing these Articles in the
office of the Secretary of State of Ohio.
