EXHIBIT 3(a)

 

 

                                 Amended and Restated

 

                              ARTICLES OF INCORPORATION

 

                                          OF

 

                                   CTS CORPORATION

 

 

                                      ARTICLE I.

 

                                        NAME

 

         The name of the corporation is CTS Corporation (the "Corporation").

 

                                     ARTICLE II.

                                          

                                       PURPOSES

                                          

 

         The purpose for which the Corporation is formed is to engage in any

lawful business or activity for which corporations may be organized under the

Indiana Business Corporation Law, as amended (the "IBCL").

 

 

                                     ARTICLE III.

                                          

                                  TERM OF EXISTENCE

                                          

 

    The period during which the Corporation shall continue is perpetually.

 

 

                                     ARTICLE IV.

                                           

                         PRINCIPAL OFFICE AND RESIDENT AGENT

                                          

 

    The post-office address of the principal office of the Corporation is 905

West Blvd. North, Elkhart, Indiana; and the name and post-office address of its

Resident Agent in charge of such office is Jeannine M. Davis, 3819 Augusta Lane,

Elkhart, Indiana.

 

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                                      ARTICLE V.

                                          

                               AMOUNT OF CAPITAL STOCK

                                          

    The Corporation is authorized to issue two classes of capital stock,

designated Common Stock and Preferred Stock.  The total number of shares of

capital stock that the Corporation is authorized to issue is 100,000,000 shares,

consisting of 75,000,000 shares of Common Stock, without par value, and

25,000,000 shares of Preferred Stock, without par value.

 

 

                                     ARTICLE VI.

                                          

                                TERMS OF CAPITAL STOCK

                                          

 

         (a)  PREFERRED STOCK.  The Preferred Stock may be issued in one or

more series.  The Board of Directors of the Corporation is authorized to fix the

designations, powers, preferences, rights, qualifications, limitations or

restrictions of each such series by the adoption and filing in accordance with

the Indiana Business Corporation Law, before the issuance of any Preferred

Shares of such series, of an amendment or amendments to these Articles of

Incorporation determining the terms of such series (an "Article IV Amendment").

The authority of the Board of Directors with respect to each such series will

include, without limiting the generality of the foregoing, the determination of

any or all of the following:

 

              (i)  the number of shares of any series and the designation to

         distinguish the shares of such series from the shares of all other

         series;

 

              (ii)  the voting powers, if any, and whether such voting powers

         are full or limited in such series;

 

              (iii)  the redemption provisions, if any, applicable to such

         series, including the redemption price or prices to be paid;

 

              (iv)  whether dividends, if any, will be cumulative or

         noncumulative, the dividend rate of such series and the dates and

         preferences of dividends on such series;

 

              (v)  the rights of such series upon the voluntary or involuntary

         dissolution of, or upon any distribution of the assets of, the

         Corporation;

 

              (vi)  the provisions, if any, pursuant to which the shares of

         such series are convertible into, or exchangeable for, shares of any

         other class or classes or of any other series of the same or any other

         class or classes of stock, or any other security, of the Corporation

         or any other corporation or other entity and the rates or other

         determinants of conversion or exchange applicable thereto;

 

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              (vii) the right, if any, to subscribe for or to purchase any

         securities of the Corporation or any other corporation or other

         entity;

 

              (viii)  the provisions, if any, of a sinking fund for such

         series; and

 

              (vix)  any other relative, participating, optional or other

         special powers, preferences or rights and qualifications, limitations

         or restrictions thereof;

 

    all as may be determined from time to time by the Board of Directors and

    stated or expressed in the Article IV Amendment for such shares of

    Preferred Stock (collectively, a "Preferred Stock Designation").

 

              (b)  PREEMPTIVE RIGHTS.  Except as may be specified in a

    Preferred Stock Designation, no holder of any share or shares of any class

    of stock of the Corporation shall have any preemptive right to subscribe

    for any shares of stock of any class of the Corporation now or hereafter

    authorized or for any securities, warrants or options convertible into or

    carrying any rights to purchase any shares of stock of any class of the

    Corporation now or hereafter authorized, provided, however, that no

    provision of these Articles of Incorporation shall be deemed to deny to the

    Board of Directors the right, in its discretion, to grant to the holders of

    shares of any class of stock at the time outstanding the right to purchase

    or subscribe for shares of stock of any class or any other securities of

    the Corporation now or hereafter authorized, at such prices and upon such

    other terms and conditions as the Board of Directors, in its discretion,

    may fix.

 

 

                                     ARTICLE VII.

 

                            VOTING RIGHTS OF CAPITAL STOCK

 

    Subject to the rights, if any, of the holders of any series of Preferred

Stock to vote under circumstances specified in a Preferred Stock designation,

the holders of the Common Stock, without par value, shall be entitled to vote at

all meetings of the shareholders and shall be entitled to cast one vote for each

share of stock held by them respectively and standing in their respective names

on the books of the Corporation.

 

 

                                    ARTICLE VIII.

 

                              DATA RESPECTING DIRECTORS

 

    SECTION 1.  NUMBER.  Subject to the rights, if any, of the holders of any

series of Preferred Stock to elect additional directors of the Board of

Directors under circumstances specified in a Preferred Stock Designation, the

number of the directors of the Corporation will not be less than three nor more

than fifteen and will be fixed from time to time in the manner provided in the

Bylaws of the Corporation. 

 

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    SECTION 2.  QUALIFICATIONS.  Directors need not be shareholders of the

Corporation.  A majority of the Directors at any time shall be citizens of the

United States.

 

 

                                     ARTICLE IX.

 

                        PROVISIONS FOR REGULATION OF BUSINESS

                        AND CONDUCT OF AFFAIRS OF CORPORATION

 

    (a)  ISSUANCE OF SHARES.  The Board of Directors is hereby authorized to

direct the issuance by the Corporation of shares of Common Stock and Preferred

Stock at such times, in such amounts, to such persons, for such consideration

and upon such terms and conditions as it may, from time to time, determine,

subject only to the restrictions, limitations, conditions and requirements

imposed by the Indiana Business Corporation Law, other applicable laws and these

Articles of Incorporation.

 

    (b)  The Corporation shall have power to carry on and conduct its said

business, or any part thereof, and to have one or more officers in the State of

Indiana, and in the various other states, territories, colonies and dependencies

of the United States, in the District of Columbia, and in all or any foreign

countries;

 

    (c)  The Corporation reserves the right to take advantage of the provisions

of any amendment to The Indiana Business Corporation Law, or of any new law

applicable or relating to corporations formed, organized under, or which have

accepted the provisions of, the law now in force, which may hereafter be

enacted, and all rights granted to, and conferred on, the shareholders of the

Corporation, are granted and conferred, subject to this reservation;

 

    (d)  Annual or special meetings of the shareholders of the Corporation may

be held at the place, either within or without the State of Indiana, which may

be stated in the notice of said meeting;

 

    (e)  These Amended and Restated Articles of Incorporation shall amend and

supersede and take the place of all heretofore existing Articles of

Incorporation or Articles of Acceptance (and amendments thereto) of the

Corporation.

 

                                      ARTICLE X.

 

 

                                      LIABILITY

 

    To the fullest extent permitted by applicable law as then in effect, no

director or officer shall be personally liable to the Corporation or any of its

shareholders for damages for breach of fiduciary duty as a director or officer,

except for liability (a) for breach of duty if such breach constitutes wilful

misconduct or recklessness or (b) for the payment of distributions to

shareholders in violation of Section 23-1-28-3 of the Indiana Business

Corporation Law.  Any

 

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amendment or repeal of, or adoption of any provision inconsistent with, this

Article X will not adversely affect any right or protection existing hereunder,

or arising out of facts occurring, prior to such amendment, repeal or adoption

and no such amendment, repeal or adoption will affect the legality, validity or

enforceability of any contract entered into or right granted prior to the

effective date of such amendment, repeal or adoption. 

 

 

                                     ARTICLE XI.

 

                                   INDEMNIFICATION

 

    Each person who was or is involved in any manner (including without

limitation as a party or a witness), or is threatened to be made so involved, in

any threatened, pending or completed action, suit or proceeding, whether civil,

criminal, administrative or investigative and whether formal or informal, by

reason of the fact that such person is or was a director or officer of the

Corporation, or who is or was serving at the request of the Board of Directors

as a director, officer, partner, trustee, employee or agent of another

corporation or a partnership, joint venture, trust, employee benefit plan or

other entity, whether for profit or not for profit, whether or not the basis of

such proceeding is alleged action in an official capacity while serving as a

director, officer, employee or agent, will be indemnified by the Corporation to

the fullest extent to which it is empowered to do so by the Indiana Business

Corporation Law, or any other applicable laws, as the same exists or may

hereafter be amended (but, in the case of any such amendment, only to the extent

that such amendment permits the Corporation to provide broader indemnification

rights than such law permitted the Corporation to provide prior to such

amendment) against all expense, liability and loss (including attorneys' fees

and expenses, judgments, settlements, penalties, fines, and excise taxes

assessed with respect to employee benefit plans) actually and reasonably

incurred or suffered by such person in connection therewith.  The right of

indemnification provided in this Article XI (a) will not be exclusive of any

other rights to which any person seeking indemnification may otherwise be

entitled, including without limitation pursuant to any contract approved by a

majority of the Board of Directors (whether or not the directors approving such

contract are or are to be parties to such contract or similar contracts), and

(b) will be applicable to matters otherwise within its scope (with each

reference in the first sentence of this Article XI to "the Corporation" being

deemed for purposes of this sentence to include any domestic or foreign

predecessor entity of the Corporation in a merger or other transaction in which

the predecessor's existence ceased upon consummation of the transaction) whether

or not such matters arose or arise before or after the adoption of this Article

XI.  Without limiting the generality or the effect of the foregoing, the

Corporation may adopt Bylaws, or enter into one or more agreements with any

person, which provide for indemnification greater or different than that

provided in this Article XI or the Indiana Business Corporation Law.  Any

amendment or repeal of, or adoption of any provision inconsistent with, this

Article XI will not adversely affect any right or protection existing hereunder,

or arising out of facts occurring, prior to such amendment, repeal or adoption

and no such amendment, repeal or adoption will affect the legality, validity or

enforceability of any contract entered into or right granted prior to the

effective date of such amendment, repeal or adoption.

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