AMENDED AND RESTATED ARTICLES OF
INCORPORATION OF NATIONAL ROLLING MILLS CO.
RESOLVED, that the Articles of Incorporation of National Rolling Mills Co.
be and they are hereby amended so as to read, in their entirety, as follows:
1st. The name of the Corporation is NRM Investment Company.
2nd. The location and post office address of the Corporation's registered
office is Morehall Road, Malvern, Pennsylvania 19355.
3rd. The Corporation is incorporated under the Pennsylvania Business
Corporation Law for the purpose of engaging in the business of an investment
company, and shall have unlimited power to engage in and to do any lawful act
concerning any or all lawful business for which corporations may be incorporated
under said Pennsylvania Business Corporation Law.
4th. The Corporation is to exist perpetually.
5th. The aggregate number of shares which the Corporation shall have
authority to issue is 1,000,000 shares of common stock of the par value of $.10
each.
In each election of directors, shareholders shall not have cumulative
voting rights.
6th. The Corporation is further expressly empowered as follows:
(a) The Corporation may from time to time enter into written contracts
with any persons, partnerships (general or limited), associations, trusts or
corporations to act as investment managers and/or in other capacities for the
Corporation and to provide such advice and/or other services as the Board of
Directors of the Corporation may from time to time consider necessary or
desirable and proper for the proper management of the Corporation's portfolio
of securities and investments, and also to provide such research and
statistical service, office space, and/or financial, bookkeeping and other
services and facilities for the Corporation as the Board of Directors may
deem necessary or desirable and proper. The compensation payable by the
Corporation under any such contract shall be such as is deemed fair and
equitable by the Board of Directors.
(b) The Corporation may appoint one or more distributors, underwriters
and/or agents for the sale of its shares, may allow them commission,
discounts or "spreads" on the sale of such shares, and may make and perform
such contract or contracts with them as the Board of Directors of the
Corporation in its discretion may deem necessary or desirable and proper.
(c) The Corporation may employ and pay such custodian or custodians for
the safekeeping of all or any of the property of the Corporation and of its
shares, such
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dividend disbursing agent or agents, such brokers and such transfer
agent or agents and registrar or registrars for its shares, and may make and
perform such contracts for the aforesaid purposes as the Board of Directors
in its discretion may deem necessary or desirable and proper. The Board of
Directors may cause any or all of the property of the Corporation to be
transferred to or to be acquired and held in the name of a custodian so
appointed or in the name of any nominee or nominees of the Corporation or
nominee or nominees of such custodian satisfactory to the Board of Directors.
(d) The same person, partnership (general or limited), association,
trust or corporation may be employed as investment adviser and/or distributor
and/or underwriter and/or custodian and/or broker and/or in other multiple
capacities and may receive compensation from the Corporation in as many
capacities in which such persons, partnerships (general or limited),
associations, trusts or corporations shall serve the Corporation.
Neither the foregoing provisions nor any other provisions of these
Articles of Incorporation shall be deemed to require the Corporation to enter
into contracts or arrangements or take any other action referred to in this
Article 6th. Such contracts or arrangements shall not be required to be made
and such action shall not be required to be taken except as determined by the
Board of Directors.
Neither the foregoing provisions nor any other provisions of these
Articles of Incorporation shall protect or purport to protect any director or
officer of the Corporation against any liability to the Corporation or its
stockholders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
