SECOND AMENDED AND RESTATED
                           ---------------------------
 
                            ARTICLES OF INCORPORATION
                            -------------------------
 
                                       OF
                                       --
 
                                STONERIDGE, INC.
                                ----------------
 
 
         FIRST: The name of the Corporation shall be "Stoneridge, Inc."
 
         SECOND: The place in the State of Ohio where the principal office of
the Corporation is to be located is in Howland Township, Trumbull County.
 
         THIRD: 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 and any amendments heretofore or hereafter
made thereto.
 
         FOURTH: The authorized number of shares of the Corporation is
65,000,000, consisting of 60,000,000 Common Shares, without par value
(hereinafter referred to as "Common Shares"), and 5,000,000 Serial Preferred
Shares, without par value (hereinafter referred to as "Serial Preferred
Shares").
 
                                   DIVISION A
 
         The Serial Preferred Shares shall have the following express terms:
 
                  SECTION 1. SERIES. The Serial Preferred Shares may be issued
         from time to time in one or more series. All Serial Preferred Shares
         shall be of equal rank and shall be identical, except in respect of the
         matters that may be fixed by the Board of Directors as hereinafter
         provided, and each share of a series shall be identical with all other
         shares of such series, except as to the dates from which dividends
         shall accrue and be cumulative. Subject to the provisions of Sections 2
         through 6, both inclusive, of this Division, which provisions shall
         apply to all Serial Preferred Shares, the Board of Directors hereby is
         authorized to cause such shares to be issued in one or more series and
         with respect to each such series to determine and fix prior to the
         issuance thereof (and thereafter, to the extent provided in clause (b)
         of this Section) the following:
 
                           (a) The designation of the series, which may be by
                  distinguishing number, letter or title;
 
                           (b) The authorized number of shares of the series,
                  which number the Board of Directors may (except when otherwise
                  provided in the creation of
 
 
<PAGE>   2
 
 
 
                  the series) increase or decrease from time to time before or
                  after the issuance thereof (but not below the number of shares
                  thereof then outstanding);
 
                           (c) The dividend rate or rates of the series,
                  including the means by which any such rate may be established;
 
                           (d) The date or dates from which dividends shall
                  accrue and be cumulative and the dates on which and the period
                  or periods for which dividends, if declared, shall be payable,
                  including the means by which any such date or period may be
                  established;
 
                           (e) The redemption rights and redemption price or
                  prices, if any, for shares of the series;
 
                           (f) The terms and amount of the sinking fund, if any,
                  for the purchase or redemption of shares of the series;
 
                           (g) The amounts payable on shares of the series in
                  the event of any voluntary or involuntary liquidation,
                  dissolution or winding up of the affairs of the Corporation;
 
                           (h) Whether the shares of the series shall be
                  convertible into Common Shares or shares of any other class
                  and, if so, the conversion rate or rates or price or prices,
                  any adjustments thereof and all other terms and conditions
                  upon which such conversion may be made; and
 
                           (i) Restrictions (in addition to those set forth in
                  Subsection 5(b) of this Division) on the issuance of shares of
                  the same series or of any other class or series.
 
         The Board of Directors is authorized to adopt from time to time
amendments to the Second Amended and Restated Articles of Incorporation fixing,
with respect to each such series, the matters described in clauses (a) through
(i), both inclusive, of this Section and is authorized to take such actions with
respect thereto as may be required by law in order to effect such amendments.
 
                  SECTION 2. DIVIDENDS.
 
                           (a) The holders of Serial Preferred Shares of each
                  series, in preference to the holders of Common Shares and of
                  any other class of shares ranking junior to the Serial
                  Preferred Shares, shall be entitled to receive out of any
                  funds legally available for the payment of dividends on Serial
                  Preferred Shares, when and as declared by the Board of
                  Directors, dividends in cash at the rate or rates for such
                  series fixed in accordance with the provisions of Section 1 of
                  this Division A and no more, payable on the dates fixed for
                  such series. Such dividends shall accrue and be cumulative, in
                  the case of shares of each particular series, from and after
                  the date or dates fixed with respect to
 
 
                                       -2-
 
<PAGE>   3
 
 
 
                  such series. No dividends shall be paid upon or declared or
                  set apart for any series of Serial Preferred Shares for any
                  dividend period unless at the same time a like proportionate
                  dividend payable for the dividend periods terminating on the
                  same or any earlier date, ratably in proportion to the
                  respective annual dividend rates fixed therefor, shall have
                  been paid upon or declared or set apart for all Serial
                  Preferred Shares of all series then issued and outstanding and
                  entitled to receive such dividend.
 
                           (b) So long as any Serial Preferred Shares shall be
                  outstanding no dividend, except a dividend payable in Common
                  Shares or other shares ranking junior to Serial Preferred
                  Shares, shall be paid or declared or any distribution be made,
                  except as aforesaid, in respect of the Common Shares or any
                  other shares ranking junior to Serial Preferred Shares, nor
                  shall any Common Shares or any other shares ranking junior to
                  Serial Preferred Shares be purchased, retired or otherwise
                  acquired by the Corporation, except out of the proceeds of the
                  sale of Common Shares or other shares of the Corporation
                  ranking junior to Serial Preferred Shares received by the
                  Corporation subsequent to the date of first issuance of Serial
                  Preferred Shares of any series, unless:
 
                                    (1) All accrued and unpaid dividends on
                           Serial Preferred Shares, including the full dividends
                           for all current dividend periods, shall have been
                           declared and paid or a sum sufficient for payment
                           thereof set apart; and
 
                                    (2) There shall be no arrearage with respect
                           to the redemption of Serial Preferred Shares of any
                           series from any sinking fund provided for shares of
                           such series in accordance with Section 1 of this
                           Division A.
 
                  SECTION 3. REDEMPTION.
 
                           (a) Subject to the express terms of each series and
                  the provisions of Subsection 5(c)(3) of this Division A, the
                  Corporation:
 
                                    (1) May, from time to time at the option of
                           the Board of Directors, redeem all or any part of any
                           redeemable series of Serial Preferred Shares at the
                           time outstanding at the applicable redemption price
                           for such series fixed in accordance with Section 1 of
                           this Division A; and
 
                                    (2) Shall, from time to time, make such
                           redemptions of each series of Serial Preferred Shares
                           as may be required to fulfill the requirements of any
                           sinking fund provided for shares of such series at
                           the applicable sinking fund redemption prices fixed
                           in accordance with Section 1 of this Division A;
 
 
 
                                       -3-
 
<PAGE>   4
 
 
 
                  and shall in the case of any such redemption pay all accrued
                  and unpaid dividends to the redemption date.
 
                           (b) (1) Notice of every such redemption shall be
                           mailed, postage prepaid, to the holders of record of
                           Serial Preferred Shares to be redeemed at their
                           respective addresses then appearing on the books of
                           the Corporation, not less than 30 days nor more than
                           60 days prior to the date fixed for such redemption,
                           or such other time prior thereto as the Board of
                           Directors shall fix for any series pursuant to
                           Section 1 of this Division A prior to the issuance
                           thereof. At any time after notice as provided above
                           has been deposited in the mail, the Corporation may
                           deposit the aggregate redemption price of Serial
                           Preferred Shares to be redeemed, together with
                           accrued and unpaid dividends thereon to the
                           redemption date, with any bank or trust company in
                           Cleveland, Ohio, or New York, New York, having
                           capital and surplus of not less than $50,000,000,
                           named in such notice and direct that there be paid to
                           the respective holders of Serial Preferred Shares so
                           to be redeemed amounts equal to the redemption price
                           of Serial Preferred Shares so to be redeemed,
                           together with such accrued and unpaid dividends
                           thereon, on surrender of the share certificate or
                           certificates held by such holders; and upon the
                           deposit of such notice in the mail and the making of
                           such deposit of money with such bank or trust
                           company, such holders shall cease to be shareholders
                           with respect to such shares; and from and after the
                           time such notice shall have been so deposited and
                           such deposit of money shall have been so made, such
                           holders shall have no rights or claim against the
                           Corporation with respect to such shares, except only
                           the right to receive such money from such bank or
                           trust company without interest or to exercise before
                           the redemption date any unexpired privileges of
                           conversion. If less than all of the outstanding
                           Serial Preferred Shares are to be redeemed, the
                           Corporation shall select by lot the shares so to be
                           redeemed in such manner as shall be prescribed by the
                           Board of Directors.
 
                                    (2) If the holders of Serial Preferred
                           Shares which have been called for redemption shall
                           not within five years after such deposit claim the
                           amount deposited for the redemption thereof, any such
                           bank or trust company shall, upon demand, pay over to
                           the Corporation such unclaimed amounts and thereupon
                           such bank or trust company and the Corporation shall
                           be relieved of all responsibility in respect thereof
                           and to such holders.
 
                           (c) Any Serial Preferred Shares which are (1)
                  redeemed by the Corporation pursuant to the provisions of this
                  Section, (2) purchased and delivered in satisfaction of any
                  sinking fund requirements provided for shares of such series,
                  (3) converted in accordance with the express terms thereof, or
                  (4) otherwise acquired by the Corporation, shall resume the
                  status of authorized but unissued Serial Preferred Shares
                  without serial designation.
 
 
                                       -4-
 
<PAGE>   5
 
 
 
 
                  SECTION 4.  LIQUIDATION.
 
                           (a) (1) In any voluntary or involuntary liquidation,
                           dissolution or winding up of the affairs of the
                           Corporation, the holders of Serial Preferred Shares
                           of any series shall be entitled to receive in full
                           out of the assets of the Corporation, including its
                           capital, before any amount shall be paid or
                           distributed among the holders of Common Shares or any
                           other shares ranking junior to Serial Preferred
                           Shares, the amounts fixed with respect to shares of
                           such series in accordance with Section 1 of this
                           Division, plus an amount equal to all dividends
                           accrued and unpaid thereon to the date of payment of
                           the amount due pursuant to such liquidation,
                           dissolution or winding up of the affairs of the
                           Corporation. If the net assets of the Corporation
                           legally available therefor are insufficient to permit
                           the payment upon all outstanding Serial Preferred
                           Shares of the full preferential amount to which they
                           are entitled pursuant to this subsection 4(a)(1),
                           then such net assets shall be distributed ratably
                           upon all outstanding Serial Preferred Shares in
                           proportion to the full preferential amount to which
                           each such share is entitled.
 
                                    (2) After payment to the holders of Serial
                           Preferred Shares of the full preferential amounts as
                           aforesaid, the holders of Serial Preferred Shares, as
                           such, shall have no right or claim to any of the
                           remaining assets of the Corporation.
 
                           (b) The merger or consolidation of the Corporation
                  into or with any other corporation or entity, the merger of
                  any other corporation or entity into the Corporation, or the
                  sale, lease or conveyance of all or substantially all the
                  assets of the Corporation, shall not be deemed to be a
                  dissolution, liquidation or winding up for the purposes of
                  this Section 4.
 
                  SECTION 5.  VOTING.
 
                           (a) The holders of Serial Preferred Shares shall have
                  no voting rights, except as provided in this Section or as
                  required by law.
 
                           (b) (1) If, and so often as, the Corporation shall be
                           in default in the payment of the equivalent of the
                           full dividends on any series of Serial Preferred
                           Shares at the time outstanding, whether or not earned
                           or declared, for a number of dividend payment periods
                           (whether or not consecutive) which in the aggregate
                           contain at least 540 days, the holders of Serial
                           Preferred Shares of all series, voting together as
                           one separate class, shall be entitled to elect, as
                           herein provided, two members of the Board of
                           Directors of the Corporation; provided, however, that
                           the holders of Serial Preferred Shares shall not have
                           or exercise such special class voting rights except
                           at meetings of such shareholders for the election of
                           directors at which the holders of not
 
 
                                       -5-
 
<PAGE>   6
 
 
 
                           less than 50% of the outstanding Serial Preferred
                           Shares of all series then outstanding are present in
                           person or by proxy; and provided further that the
                           special class voting rights provided for in this
                           subsection 5(b)(1) when the same shall have become
                           vested shall remain so vested until all accrued and
                           unpaid dividends on Serial Preferred Shares of all
                           series then outstanding shall have been paid,
                           whereupon the holders of Serial Preferred Shares
                           shall be divested of their special class voting
                           rights in respect of subsequent elections of
                           directors, subject to the revesting of such special
                           class voting rights on another default of the type
                           specified in this subsection 5(b)(1).
 
                                    (2) In the event of default entitling the
                           holders of Serial Preferred Shares to elect two
                           directors as specified in paragraph (1) of this
                           Subsection, a special meeting of such holders for the
                           purpose of electing such directors shall be called by
                           the Secretary of the Corporation upon written request
                           of, or may be called by, the holders of record of at
                           least 10% of Serial Preferred Shares of all series at
                           the time outstanding, and notice thereof shall be
                           given in the same manner as that required for the
                           annual meeting of shareholders; provided, however,
                           that the Corporation shall not be required to call
                           such special meeting if the annual meeting of
                           shareholders shall be called to be held within 120
                           days after the date of receipt of the foregoing
                           written request from the holders of Serial Preferred
                           Shares; provided further, however, that if that
                           annual meeting is not so held within such 120-day
                           period, a special meeting shall be called as soon as
                           is practicable after the Corporation becomes aware
                           that such annual meeting will not be so held. At any
                           meeting at which the holders of Serial Preferred
                           Shares shall be entitled to elect directors, the
                           holders of 50% of Serial Preferred Shares of all
                           series at the time outstanding, present in person or
                           by proxy, shall be sufficient to constitute a quorum,
                           and the vote of the holders of a majority of such
                           shares so present at any such meeting at which there
                           shall be such a quorum shall be sufficient to elect
                           the members of the Board of Directors which the
                           holders of Serial Preferred Shares are entitled to
                           elect as herein provided. Notwithstanding any
                           provision of these Second Amended and Restated
                           Articles of Incorporation or the Amended and Restated
                           Code of Regulations of the Corporation or any action
                           taken by the holders of any class of shares fixing
                           the number of directors of the Corporation, the two
                           directors who may be elected by the holders of Serial
                           Preferred Shares pursuant to this Subsection shall
                           serve in addition to any other directors then in
                           office or proposed to be elected otherwise than
                           pursuant to this Subsection. Nothing in this
                           Subsection shall prevent any change otherwise
                           permitted in the total number of or classifications
                           of directors of the Corporation nor require the
                           resignation of any director elected otherwise than
                           pursuant to this Subsection. Notwithstanding any
                           classification of the other directors of the
                           Corporation, the two directors elected by the holders
                           of Serial
 
 
                                       -6-
 
<PAGE>   7
 
 
 
                           Preferred Shares shall be elected annually for terms
                           expiring at the next succeeding annual meeting of
                           shareholders.
 
                                    (3) The terms of office of all directors
                           then in office elected by holders of Serial Preferred
                           Shares as provided in this Subsection shall terminate
                           immediately upon the expiration of the term of office
                           during which there occurs any divesting of the
                           special class voting rights of these holders. If the
                           office of any director elected by such holders
                           becomes vacant by reason of death, resignation,
                           removal from office or otherwise, the holders of a
                           majority of Serial Preferred Shares of all series at
                           the time outstanding, present in person or by proxy
                           at a special meeting of shareholders called and held
                           in accordance with Subsection (2) above, shall elect
                           a successor who shall hold office for the unexpired
                           term in respect of which such vacancy occurred.
 
                           (c) The affirmative vote of the holders of at least
                  two-thirds of Serial Preferred Shares at the time outstanding,
                  voting together as one separate class, shall be necessary to
                  effect any one or more of the following (but so far as the
                  holders of Serial Preferred Shares are concerned, such action
                  may be effected with such vote):
 
                                    (1) Any amendment, alteration or repeal,
                           whether by merger, consolidation or otherwise, of any
                           of the provisions of the Second Amended and Restated
                           Articles of Incorporation or of the Code of
                           Regulations of the Corporation which affects
                           adversely the preferences or voting or other rights
                           of the holders of Serial Preferred Shares; provided,
                           however, neither the amendment of the Second Amended
                           and Restated Articles of Incorporation so as to
                           authorize, create or change the authorized or
                           outstanding number of Serial Preferred Shares or of
                           any shares ranking on a parity with or junior to
                           Serial Preferred Shares nor the amendment of the
                           provisions of the Code of Regulations so as to change
                           the number or classification of directors of the
                           Corporation shall be deemed to affect adversely the
                           preferences or voting or other rights of the holders
                           of Serial Preferred Shares; and provided further,
                           that if any amendment, alteration or repeal affects
                           adversely the preferences or voting or other rights
                           of one or more but not all series of Serial Preferred
                           Shares at the time outstanding, only the affirmative
                           vote of the holders of at least two-thirds of the
                           number of shares at the time outstanding of the
                           series so affected shall be required;
 
                                    (2) The authorization, creation or increase
                           in the authorized number of shares, or of any
                           security convertible into shares, in either case
                           ranking prior to the Serial Preferred Shares; or
 
                                    (3) The purchase or redemption (for sinking
                           fund purposes or otherwise) of less than all Serial
                           Preferred Shares then outstanding
 
 
                                       -7-
 
<PAGE>   8
 
 
 
                           except in accordance with a share purchase offer made
                           to all holders of record of Serial Preferred Shares,
                           unless all dividends on all Serial Preferred Shares
                           then outstanding for all previous dividend periods
                           shall have been declared and paid or funds therefor
                           set apart and all accrued sinking fund obligations
                           applicable thereto shall have been complied with.
 
                  SECTION 6.  DEFINITIONS.  For the purposes of this Division:
 
                           (a) Whenever reference is made to shares "ranking
                  prior to Serial Preferred Shares," such reference shall mean
                  all shares of the Corporation in respect of which the rights
                  of the holders thereof as to the payment of dividends or as to
                  distributions in the event of a voluntary or involuntary
                  liquidation, dissolution or winding up of the affairs of the
                  Corporation are given preference over the rights of the
                  holders of Serial Preferred Shares;
 
                           (b) Whenever reference is made to shares on a parity
                  with Serial Preferred Shares, such reference shall mean all
                  shares of the Corporation in respect of which the rights of
                  the holders thereof as to the payment of dividends and as to
                  distributions in the event of a voluntary or involuntary
                  liquidation, dissolution or winding up of the affairs of a
                  Corporation rank equally (except as to the amounts fixed
                  therefor) with the rights of the holders of Serial Preferred
                  Shares; and
 
                           (c) Whenever reference is made to shares "ranking
                  junior to Serial Preferred Shares," such reference shall mean
                  all shares of the Corporation other than those defined under
                  Subsections (a) and (b) of this Section 6 as shares "ranking
                  prior to" or "on a parity with" Serial Preferred Shares.
 
                                   DIVISION B
 
         The Common Shares shall have the following express terms:
 
                  The Common Shares shall be subject to the express terms of
         Serial Preferred Shares and any series thereof. Each Common Share shall
         be equal to each other Common Share and the holders thereof shall be
         entitled to one vote for each Common Share on all matters presented to
         the shareholders of the Corporation.
 
                  Each Class A and Class B Common Share issued and outstanding
         immediately prior to the filing of these Second Amended and Restated
         Articles of Incorporation, and each share held at such time by the
         Corporation as a treasury share, is changed, effective upon that
         filing, into _____ Common Shares, with any fractional Common Share to
         which a holder would otherwise be entitled being rounded down to the
         nearest whole share.
 
 
 
                                       -8-
 
<PAGE>   9
 
 
 
         FIFTH: No holder of shares of the Corporation of any class shall be
entitled as such, as a matter of right, to subscribe for or purchase shares of
the Corporation of any class, now or hereafter authorized, or to subscribe for
or purchase securities convertible into or exchangeable for shares of the
Corporation of any class or to which shall be attached or appertain any warrants
or rights entitling the holder thereof to subscribe for or purchase shares of
the Corporation of any class, except such rights of subscription or purchase, if
any, for such consideration and upon such terms and conditions as its Board of
Directors from time to time may determine.
 
         SIXTH: To the extent permitted by law, the Corporation, by action of
its Board of Directors and without action by its shareholders, may purchase or
otherwise acquire shares of any class issued by it at such times, for such
consideration and upon such terms and conditions as its Board of Directors may
determine.
 
         SEVENTH: Except as otherwise provided in these Second Amended and
Restated Articles of Incorporation or the Code of Regulations of the Corporation
as in effect from time to time, notwithstanding any provision of Sections
1701.01 to 1701.98, inclusive, of the Ohio Revised Code and any amendments
heretofore or hereafter made thereto, requiring for any purpose the vote,
consent, waiver, or release of the holders of shares entitling them to exercise
two-thirds or any other proportion of the voting power of the Corporation or of
any class or classes of shares thereof, any action may be taken by the vote of
the holders of shares entitling them to exercise a majority of the voting power
of the Corporation, or of such class or classes, unless the proportion
designated by such statute cannot be altered by these Second Amended and
Restated Articles of Incorporation.
 
         EIGHTH: No shareholder may cumulate such shareholder's voting power in
the election of directors.
 
         NINTH: No person who is serving or has served as a director of the
Corporation shall be personally liable to the Corporation or any of its
shareholders for monetary damages for breach of any fiduciary duty of such
person as a director by reason of any act or omission of such person as a
director; but the foregoing provision shall not eliminate or limit the liability
of any person (a) for any breach of such person's duty of loyalty as a director
to the Corporation or its shareholders, (b) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (c)
under Section 1701.95 of the Ohio Revised Code, (d) for any transaction from
which such person derived any improper personal benefit, or (e) to the extent
that such liability may not be limited or eliminated by virtue of Section
1701.13 of the Ohio Revised Code or any successor section or statute. Any repeal
or modification of this NINTH Article by the shareholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the Corporation existing at the time of such
repeal or modification.
 
         TENTH: If any provision (or portion thereof) of these Second Amended
and Restated Articles of Incorporation shall be found to be invalid, prohibited,
or unenforceable for any reason, the remaining provisions (or portions thereof)
of these Second Amended and Restated Articles of Incorporation shall remain in
full force and effect, and shall be construed
 
 
                                       -9-
 
<PAGE>   10
 
 
as if such invalid, prohibited, or unenforceable provision had been stricken
herefrom or otherwise rendered inapplicable, it being the intent of the
Corporation and its shareholders that each such remaining provision (or portion
thereof) of these Second Amended and Restated Articles of Incorporation remain,
to the fullest extent permitted by law, applicable and enforceable as to all
shareholders, notwithstanding any such finding.
 
         ELEVENTH: These Second Amended and Restated Articles of Incorporation
supersede and take the place of the heretofore existing Amended and Restated
Articles of Incorporation and all amendments thereto.
 

 

[As Filed: 08-08-1997]