ARTICLES OF INCORPORATION, AS AMENDED
Published on
DORMAN PRODUCTS, INC.
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
ARTICLE I
The name of the corporation is Dorman Products, Inc.
ARTICLE II
The location and post office address of the corporation's current
registered office in this Commonwealth is 3400 East Walnut Street, Colmar,
Pennsylvania 18915.
ARTICLE III
The purposes for which the corporation is organized are:
To 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 the Pennsylvania Business Corporation Law.
ARTICLE IV
The aggregate number of shares which the corporation shall have
authority to issue is One Hundred Million (100,000,000) shares, of which: (1)
not less than Twenty Five Million (25,000,000) shares, subject to increase by
resolution of the Board of Directors, shall be Common Stock, par value $.01 per
share; and (2) with respect to that portion of the balance of such Seventy Five
Million (75,000,000) shares which are not designated by resolution of the Board
of Directors to be Common Stock, the Board of Directors shall have the full
authority permitted by law to fix by resolution full, limited, multiple or
fractional, or no voting rights, in such designations, preferences,
qualifications, privileges, limitations, restrictions, options, conversion
rights, and other special or relative rights of, and a number of authorized
shares (within the total number of shares of all classes and series authorized
by these Articles) of, any class or any series of any class that may be desired.
ARTICLE V
The term for which the corporation is to exist is perpetual.
ARTICLE VI
(1) No director of the corporation, as such, shall be personally liable for
monetary damages for any action taken, or any failure to take any action,
unless:
(a) The director has breached or failed to perform the duties
of his or her office under Section 1721 of the Pennsylvania Business Corporation
Law of 1988 (the "1988 BCL") or any successor provision thereto; and
(b) The breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness; provided, however, that the provisions of
this Section shall not apply to the responsibility or liability of a director
pursuant to any criminal statute, or to the liability of a director for the
payment of taxes pursuant to local, Pennsylvania or Federal law. (2) Pursuant to
Section 2541(a)(3) of the 1988 BCL, the provisions of Subchapter E of Chapter 25
of the 1988 BCL, and any successor provisions thereto, shall not be applicable
to the corporation.
(3) Pursuant to Section 2551(b)(3)(ii) of the 1988 BCL, the provisions of
Subchapter F of Chapter 25 of the 1988 BCL, and any successor provisions
thereto, shall not be applicable to the corporation.
(4) Pursuant to Section 2561(b)(2)(ii) of the 1988 BCL, the provisions of
Subchapters G, I and J of Chapter 25 of the 1988 BCL, and any successor
provisions thereto, shall not be applicable to the corporation.
(5) Pursuant to Section 2571(b)(2)(ii) of the 1988 BCL, the provisions of
Subchapter H of Chapter 25 of the 1988 BCL, and any successor provisions
thereto, shall not be applicable to the corporation.
ARTICLE VII
Notwithstanding anything herein to the contrary, any or all classes and
series of shares, or any part thereof, may be represented by uncertificated
shares to the extent determined by the Board of Directors, except that shares
represented by a certificate that is issued and outstanding shall continue to
be represented thereby until the certificate is surrendered to the corporation.
Within a reasonable time after the issuance or transfer of uncertificated
shares, the corporation shall send to the registered owner thereof a written
notice containing the information required to be set forth or stated on
certificates. The rights and obligations of the holders of shares represented by
certificates and the rights and obligations of the holders of uncertificated
shares of the same class and series shall be identical.
ARTICLE VIII
Henceforth, these Amended and Restated Articles of Incorporation
supersedes the original Articles of Incorporation and all amendments thereto and
previous restatements thereof.