EX-3.1B 2 a08-11528_1ex3d1b.htm EX-3.1B

Exhibit 3.1b

 

 

ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION
State Form 38333 (R10/1-03)
Approved by State Board of Accounts, 1995

 

TODD ROKITA
SECRETARY OF STATE CORPORATIONS DIVISION
302 W. Washington St., Rm. E018 Indianapolis, IN 46204
Telephone: (317) 232-6576

 

INSTRUCTIONS:

 

Use 8 1/2 “X11” white paper for attachments.

 

Indiana Code 23-1-38-1 et seq.

 

 

Present original and one copy to address in upper right hand corner of this form

 

Filing Fee: $30.00

 

 

Please TYPE or PRINT.

 

 

 

 

Please visit our office on the web at www.sos.in.gov.

 

 

 

ARTICLES OF AMENDMENT OF THE

ARTICLES OF INCORPORATION OF

Name of Corporation Steel Dynamics, Inc.

Date of Incorporation 6/16/1994

 

 

The undersigned office of the above referenced Corporation (hereinafter referred to as the “Corporation”) existing pursuant to the provisions of: (Indicate appropriate act)

 

x  Indiana Business Corporation Law

o  Indiana Professional Corporation Act of 1983

 

 

as amended (hereinafter referred to as the “Act”), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts:

 

ARTICLE I Amendment(s)

 

The exact text of Article(s) IV                                                                                                of the Articles of incorporation is now as follows:

 

(NOTE: If amending the name of corporation, write Article “1” in space above and write “The name of the Corporation is                                       ,” below.)

 

The total number of shares of capital stock which the Corporation has authority to issue is 200,000,000 shares of common stock, par value $0.1 per share (“Common Stock”). The holders of the Common Stock shall be entitled to one (1) vote per share on all matters to be voted on by the Corporation’s shareholders. As and when dividends are declared or paid, the holders of Common Stock shall be entitled to participate in such dividends ratably on a per share basis. The holders of the Common Stock shall be entitled to participate ratably on a per share basis in all distributions to the holders of the Common Stock in any liquidation, dissolution or winding up of the Corporation.

 

 

ARTICLE II

 

Date of each amendment’s adoption:

 

October 30, 2006

 

 

 

(Continued on the reverse side)

 



 

ARTICLE III Manner of Adoption and Vote

 

Mark applicable section: NOTE - Only in limited situations does Indiana law permit an Amendment without shareholder approval. Because a name change requires shareholder approval, Section 2 must be marked and either A or B completed.

 

x   SECTION 1

This amendment was adopted by the Board of Directors or incorporators and shareholder action was not required.

 

 

o    SECTION 2

The shareholders of the Corporation entitled to vote in respect to the amendment adopted the proposed amendment. The amendment was adopted by: (Shareholder approval may be by either A or B.)

 

A. Vote of such shareholder during a meeting called by the Board of Directors. The result of such vote is as follows:

 

 

 

 

Shares entitled to vote.

 

 

 

 

 

Number of shares represented at the meeting.

 

 

 

 

 

Shares voted in favor.

 

 

 

 

 

Shares voted against.

 

 

 

 

B. Unanimous written consent executed on                                                  , 20              and signed by all shareholders entitled to vote.

 

 

ARTICLE IV Compliance with Legal Requirements

 

The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation.

 

I hereby verify, subject to the penalties of perjury, that the statements contained herein are true, this 3rd day of November, 2006.

 

Signature of current officer or chairman of the board

 

Printed name of officer or chairman of the board

 

 

 

  /s/  Gary E. Heasley

 

Gary E. Heasley

Signator’s title

 

 

  Vice President and Chief Financial Officer