ITEM 6(A)
ARTICLES OF INCORPORATION
JULY 20, 1951
STATE OF ILLINOIS,
COOK COUNTY
To EDWARD J. BARRETT, Secretary of State
We, the undersigned,
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NAME NUMBER STREET ADDRESS CITY STATE
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J.R. MCSHEEHY, 823 SO KENILWORTH AVE., OAK PARK,
ILLINOIS
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C.W. LANTER, BLOOMINGDALE ROAD ROSELLE
ILLINOIS
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M.J. ZMUDKA, 11528 S0. NORMAL AVE., CHICAGO
ILLINOIS
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being natural persons of the age of twenty-one years or more and subscribers to
the shares of the corporation to be organized pursuant hereto, for the purpose
of forming a corporation under "The Business Corporation Act" of the State of
Illinois, do hereby adopt the following Articles of Incorporation:
ARTICLE ONE
The name of the corporation is: American Cleaning Equipment Corporation of
Illinois
ARTICLE TWO
The ADDRESS of its initial registered office in the State of Illinois is: 823
So. Kenilworth Avenue, in the Village of Oak Park, County of Cook and the NAME
of its initial Registered Agent at SAID ADDRESS is: J.R. McSheehy
ARTICLE THREE
I The duration of the corporation is: perpetual.
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ARTICLE FOUR
The purpose or purposes for which the corporation is organized are: to buy, sell
and deal in merchandise, machinery, parts, appliances and personal property of
every kind and description.
ARTICLE FIVE
Paragraph 1: The aggregate number of shares which the corporation is authorized
to issue is 50,000 divided into one class. The designation of each class, the
number of shares of each class, and the par value, if any, of the shares of each
class, or a statement that the shares of any class are without par value, are as
follows:
Class Series Number of Par value per share or
(if any) Shares statement that
shares
are without par value
Common None 50,000 no par value
Paragraph 2: The preferences, qualifications, limitations, restrictions and the
special or relative rights in respect of the shares of each class are:
None
ARTICLE SIX
The class and number of shares which the corporation proposes to issue without
further report to the Secretary of State, and the consideration (expressed in
dollars) to be received by the corporation therefor, are:
Class of shares Number of Shares Total consideration to
be received therefor:
Common 3,000 $3,000.00
ARTICLE SEVEN
The corporation will not commence business until at least one thousand dollars
has been received as consideration for the issuance of shares.
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ARTICLE EIGHT
The number of directors to be elected at the first meeting of the shareholders
is three.
ARTICLE NINE
Paragraph 1: It is estimated that the value of all property to be owned by the
corporation for the following year wherever located will be $10,000.00.
Paragraph 2: It is estimated that the value of the property to be located within
the State of Illinois during the following year will be $10,000.00 Paragraph 3:
It is estimated that the gross amount of business which will be transacted by
the corporation during the following year will be $15,000.00 Paragraph 4: It is
estimated that the gross amount of business which will be transacted at or from
places of business in the State of Illinois during the following year will be
$15,000.00
Incorporators
S/S J.R. MCSHEEHY
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S/S C.W. LANTER
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S/S M.J. ZMUDKA
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ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
MAY 20, 1955
ARTICLE SECOND: The following amendment or amendments were adopted in the manner
prescribed by "the Business Corporation Act" of the State of Illinois:
Resolved: that the purposes for which the corporation is organized be enlarged
to include the following: to manufacture, buy, sell, lease, deal in and with
goods wares, merchandise, tools, instruments, machinery, dies, jigs, and
miscellaneous metal, plastic and wood products, electrical parts and appliances
and personal property of every kind and description, particularly electrical
cleaning parts, appliances, machinery and equipment; to engage in a general
machine shop and general manufacturing and mercantile business; to acquire,
hold, use, sell, assign, lease, grant licenses in respect of, mortgage, or
otherwise dispose of letters patent of the United States or any foreign country,
patent rights, licenses and privileges, inventions, improvements and processes,
copyrights, trade-marks, and trade names relating to or useful in connection
with any business of this corporation, and in general to carry on any business
in connection therewith and incident thereto not forbidden by the laws of the
State of Illinois and with all the powers conferred upon corporations by the
laws of the State of Illinois; to acquire, own, use, convey and otherwise
dispose of and deal in real estate or any interest therein.
Resolved: that the aggregate number of shares which the Corporation is hereafter
authorized to issue is 100,000 of one class, common, having no par value.
ARTICLE THIRD: The number of shares of the corporation outstanding at the time
of the adoption of said amendment or amendments was 3,000 and the number of
shares of each class entitled to vote as a class on the adoption of said
amendment or amendment was 3,000.
ARTICLE FOURTH: The number of shares voted for said amendment or amendments was
3,000 and the number of shares voted against said amendment or amendments was 0.
DATED: MAY 11, 1955 AMERICAN CLEANING
EQUIPMENT
CORPORATION OF ILLINOIS
ATTESTED BY S/S M.J. ZMUDKA BY S/S JAMES R. MCSHEEHY
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M.J. ZMUDKA, SECRETARY JAMES R. MCSHEEHY,
PRESIDENT
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ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
MAY 5, 1983
ARTICLE SECOND: The following amendment or amendments were adopted in the manner
prescribed by "The Business Corporation Act" of the State of Illinois: Resolved,
that the name of the corporation be and is hereby changed to Hako Minuteman,
Inc.
ARTICLE THIRD: The number of shares of the corporation outstanding at the time
of the adoption of said amendment or amendments was 17,725; and the number of
shares of each class entitled to vote as a class on the adoption of said
amendment or amendments was as follows:
Number of Shares
17,725
NOTE: On the date of adoption of the amendment an additional 6,848 shares were
held in treasury and not entitled to vote:
Number of Shares
6,848
ARTICLE FOURTH: The number of shares voted for said amendment or amendments was
17,725; and the number of shares voted against said or amendments was 0. The
number of shares of each class entitled to vote as a class voted for and against
said amendment or amendments, respectively, was:
Number of Shares Voted
For Against
17,225 0
DATED: FEBRUARY 28, 1983 AMERICAN CLEANING EQUIPMENT
CORPORATION OF ILLINOIS
ATTESTED BY S/S JAMES E. ADAMS BY S/S JEROME E. RAU
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JAMES E. ADAMS, SECRETARY JEROME E. RAU, PRESIDENT
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ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
FEBRUARY 17, 1987
ARTICLE TWO The following amendment of the Article of Incorporation was adopted
on Feb. 10, 1987 in the manner indicated below.
By the shareholders, in accordance with Sections 10.20 and 7.10 a resolution of
the board of directors have been duly adopted and submitted to the shareholders.
A consent in writing has been signed by all the shareholders entitled to vote on
this amendment.
RESOLVED, that Article Five of the Articles of Incorporation of the Corporation
is amended to read as follows:
ARTICLE FIVE
Paragraph 1: The aggregate number of shares which the corporation is authorized
to issue is 10,000,000 divided into one class. The designation of each class,
the number of shares of each class, and the par value, if any of the shares of
each class, or a statement that the shares of any class are without par value,
are as follows:
Par value per share
Number or statement that
Series of shares are without
Class (if any) Shares par value
----- -------- ------ ---------
Common None 10,000,000 Without par value
Paragraph 2: Voting Rights. Except as may otherwise be provided by applicable
law, each share of stock shall be entitled to one vote per share for election of
directors and for all other matters which may be submitted to a vote of
stockholders of the corporation. These votes may not be cumulative as cumulative
voting is expressly prohibited.
Paragraph 3. Preemptive Rights. The holders of shares of capital stock of the
corporation shall have no preemptive rights to acquire unissued shares of the
Corporation or securities of the Corporation convertible into or carrying a
right to subscribe to or acquire shares. Nothing herein shall prohibit the
Corporation from
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granting options or other rights to acquire capital stock of the Corporation
pursuant to an agreement approved by the Board of Directors of the
corporation.
Upon the effective date of this amendment every common share without par value
shall be reclassified and changed, without further action by the corporation or
its shareholders into 150 fully paid and non-assessable common shares, without
par value.
FURTHER RESOLVED, that Article Eighth of the Articles of Incorporation of the
corporation shall be amended to read in its entirety as follows:
ARTICLE EIGHT
That the corporation shall indemnify any officer and director who was or is a
party to or is threatened to be made a party to any threatened to be made a
party to any threatened, pending or completed action, suit or proceedings,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he is or was a
director or officer of the corporation to the fullest extent as provided in the
Illinois Business Corporation Act of 1983 and as amended from time to time.
RESOLVED that the corporation shall, to the full extent permitted by the
Illinois Corporation Act of 1983 as amended and to the full extent as amended in
the future, indemnify all directors and officers pursuant to the provisions
thereto.
ARTICLE THREE The manner in which any exchange, reclassification or cancellation
of issued shares, or a reduction of the number of authorized shares of any class
below the number of issued shares of that class, provided for or effected by
this amendment, is as follows: Upon the effective date of this amendment every
outstanding common share, no par value, shall be reclassified and change without
further action by the corporation or its shareholders into 150 fully paid and
non-assessable common shares without par value.
(1) The undersigned corporation has caused these articles to be signed by
its duly authorized officers, each of whom affirm, under penalties of
perjury, that the facts stated herein are true.
Dated: FEBRUARY 10, 1987 HAKO MINUTEMAN, INC.
ATTESTED BY S/S JAMES E. ADAMS By S/S JEROME E. RAU
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JAMES E. ADAMS, SECRETARY JEROME E. RAU,
PRESIDENT
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ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
APRIL 18, 1994
2. MANNER OF ADOPTION OR AMENDMENT:
The following amendment of the Article of Incorporation was adopted on April 15,
1994 in the manner indicated below.
By the shareholders, in accordance with Section 10.20, a resolution of the board
of directors having been duly adopted and submitted to the shareholders. At a
meeting of shareholders, not less than the minimum number of votes required by
statute and by the articles of incorporation were voted in favor of the
amendment.
3. TEXT OF AMENDMENT:
a. When amendment effects a name change, insert the new corporate
name below.
ARTICLE 1: The name of the corporation is: Minuteman International, Inc.
6. The undersigned corporation has caused this statement to be signed by
its duly authorized officers, each of whom affirm under penalties of
perjury, that the facts stated herein are true.
Dated: APRIL 15, 1994 MINUTEMAN INTERNATIONAL, INC.
ATTESTED BY S/S THOMAS J. NOLAN BY S/S JEROME E. RAU
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THOMAS J. NOLAN, SECRETARY JEROME E. RAU, PRESIDENT
<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
MAY 1, 1997
1. COPORATE NAME: MINUTEMAN INTERNATIONAL, INC.
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2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted
on April 25, 1997 in the manner indicated below.
By the shareholders, in accordance, in accordance with Section 10.20,
a resolution of the board of directors having been duly adopted and
submitted to the shareholders. At a meeting of shareholders, not less
than the minumum number of votes required by statute and by the
articles of incorporation were voted in favor of the amendment;
3. TEXT OF AMENDEMENT
C. Amendment to the Articles of Incorporation, Article Eight:
Effective as of the date of this amendment, April 25, 1997, the Directors of
Minuteman International, Inc. shall not be personally liable to the company or
its shareholders for monetary damagers for breach of fiduciary duty as a
director. However, a Director shall remain personally liable in cases of breech
of loyalty to the Company or its shareholders, acts or omissions not in good
faith or that involve misconduct or a knowing violation of laws as stated in
Section 8.65 of the Illinois Business Corporation Act as amended from time to
time or any transaction form which the Director receives improper personal
benefit. 8.05 ILLS 5/2.10, Illinois Business Corporation Act.
6. The undersigned corporation has caused this statement to be signed by
its duly authorized officers, each of whom affirms, under penalties of
perjury, that the facts stated herein are true.
Dated: APRIL 25, 1997 MINUTEMAN INTERNATIONAL, INC.
ATTESTED BY S/S THOMAS J. NOLAN BY S/S THOMAS J. NOLAN
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THOMAS J. NOLAN, SECRETARY THOMAS J. NOLAN, VICE PRESIDENT
CHIEF FINANCIAL OFFICER
