Exhibit 3.1

 

 

 

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

 

                                       OF

 

                              STEEL DYNAMICS, INC.

 

 

     The Articles of Incorporation of Steel Dynamics, Inc., pursuant to the

provisions of the Indiana Business Corporation Law ("Act"), are hereby amended

and restated in their entirety as follows:

 

                                   ARTICLE I

                                      NAME

 

     The name of the Corporation is Steel Dynamics, Inc.

 

 

                                   ARTICLE II

                     REGISTERED OFFICE AND REGISTERED AGENT

 

     The address of the Corporation's Registered Office in the State of Indiana

is 4500 County Road 59, Butler, Indiana 46721.  The name of its Registered

Agent at such address is Keith E. Busse.

 

 

                                  ARTICLE III

                                    PURPOSE

 

     The purpose of the Corporation is to engage in any lawful act or activity

for which corporations may be organized under the Act.

 

 

                                   ARTICLE IV

                               AUTHORIZED SHARES

 

     The total number of shares of capital stock which the Corporation has

authority to issue is 100,000,000 shares of common stock, par value $0.01 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

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all distributions to the holders of the Common Stock in any liquidation,

dissolution or winding up of the Corporation.

 

 

                                   ARTICLE V

                                   DIRECTORS

 

     The number of Directors may from time to time be fixed by the Bylaws.  If

the Bylaws do not fix the number of Directors, then the number of Directors

shall be ten (10).  Vacancies occurring in the Board of Directors shall be

filled in the manner provided in the Bylaws, or if the Bylaws do not provide

for the filling of vacancies, then in the manner provided by Indiana law.

 

 

                                   ARTICLE VI

                              STOCKHOLDER MEETINGS

 

     Meetings of stockholders shall be held at such place, within or without

the State of Indiana, as may be designated by the Board of Directors.

 

 

                                  ARTICLE VII

                             AMENDMENT OF ARTICLES

 

     The Corporation reserves the right to amend, alter, change or repeal any

provisions contained in these Articles of Incorporation, in the manner now or

hereafter prescribed by statute and these Articles of Incorporation, and all

rights conferred upon stockholders herein are granted subject to this

reservation.

 

 

                                  ARTICLE VIII

                                    VALIDITY

 

     In the event any provision (or portion thereof) of these Articles of

Incorporation shall be found to be invalid, prohibited, or unenforceable for

any reason, the remaining provisions (or portions thereof) of these Articles of

Incorporation shall be deemed to remain in full force and effect, and shall be

construed as if such invalid, prohibited, or unenforceable provision had been

stricken here from or otherwise rendered inapplicable, it being the intent of

the Corporation and its stockholders that each such remaining provision (or

potion thereof) of these Articles of Incorporation remain, to the fullest

extent permitted by applicable law, applicable and enforceable as to all

stockholders, notwithstanding any such finding.

 

 

 

 

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                                   ARTICLE IX

                                INDEMNIFICATION

 

     Section 1.  DEFINITIONS.  For purposes of this Article IX, the following

definitions shall apply:

 

          (a)  Corporation.  The "Corporation" shall include the Corporation

     and 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.

 

          (b)  Director.  "Director" means an individual who is or was a

     director of the Corporation or an individual who, while a director of the

     Corporation, is or was serving at the Corporation's request as a director,

     officer, partner, trustee, employee, or agent of another foreign or

     domestic corporation, partnership, joint venture, trust, employee benefit

     plan, or other enterprise, whether for profit or not.  A director is

     considered to be serving an employee benefit plan at the Corporation's

     request if the director's duties to the Corporation also impose duties on,

     or otherwise involve services by, the director to the plan or to

     participants in or beneficiaries of the plan.  "Director" includes, unless

     the context requires otherwise, the estate or personal representative of a

     director.

 

          (c)  Officer.  "Officer" means an individual who is or was an officer

     of the Corporation or an individual who, while an officer of the

     Corporation, is or was serving at the Corporation's request as a director,

     officer, partner, trustee, employee, or agent of another foreign or

     domestic corporation, partnership, joint venture, trust, employee benefit

     plan, or other enterprise, whether for profit or not.  An officer is

     considered to be serving an employee benefit plan at the Corporation's

     request if the officer's duties to the Corporation also impose duties on,

     or otherwise involve services by, the officer to the plan or to

     participants in or beneficiaries of the plan.  "Officer" includes, unless

     the context requires otherwise, the estate or personal representative of

     an officer.

 

          (d)  Expenses.  "Expenses" include counsel fees.

 

          (e)  Liability.  "Liability" means the obligation to pay a judgment,

     settlement, penalty, fine (including an excise tax assessed with respect

     to an employee benefit plan), or reasonable expenses incurred with respect

     to a proceeding.

 

          (f)  Official Capacity.  "Official capacity" means:

 

               (1)  when used with respect to a director, the office of

          director in the Corporation; and

 

 

 

 

 

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               (2)  when used with respect to an officer, the office in the

          Corporation held by the officer.  "Official capacity" does not

          include service for any other foreign or domestic corporation or any

          partnership, joint venture, trust, employee benefit plan, or other

          enterprise, whether for profit or not.

 

          (g)  Party.  "Party" includes an individual who was, is, or is

     threatened to be made a named defendant or respondent in a proceeding.

 

          (h)  Proceeding.  "Proceeding" means any threatened, pending, or

     completed action, suit, or proceeding, whether civil, criminal,

     administrative, or investigative and whether formal or informal.

 

     Section 2.  MANDATORY INDEMNIFICATION.  The Corporation shall indemnify a

director who was wholly successful, on the merits or otherwise, in the defense

of any proceeding to which the director was a party because the director is or

was a director of the Corporation against reasonable expenses incurred by the

director in connection with the proceeding.

 

     Section 3.  OTHER INDEMNIFICATION.

 

          (a) Without limiting the provisions of Section 2, the Corporation

     shall indemnify an individual made a party to a proceeding because the

     individual is or was a director against liability incurred in the

     proceeding if:

 

               (1)  the individual's conduct was in good faith; and

 

               (2)  the individual reasonably believed:

 

                    (A)  in the case of conduct in the individual's official

               capacity with the Corporation, that the individual's conduct was

               in its best interests; and

 

                    (B)  in all other cases, that the individual's conduct was

               at least not opposed to its best interests; and

 

               (3)  in the case of any criminal proceeding, the individual

                    either:

 

                    (A)  had reasonable cause to believe the individual's

               conduct was lawful; or

 

                    (B)  had no reasonable cause to believe the individual's

               conduct was unlawful.

 

          (b)  A director's conduct with respect to an employee benefit plan

     for a purpose the director reasonably believed to be in the interests of

     the participants in and beneficiaries of the plan is conduct that

     satisfies the requirement of subsection (a)(2)(B).

 

 

 

 

 

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          (c)  The termination of a proceeding by judgment, order, settlement,

     conviction, or upon a plea of nolo contendere or its equivalent is not, of

     itself, determinative that the director did not meet the standard of

     conduct described in this section.

 

     Section 4.  ADVANCEMENT OF EXPENSES.

 

          (a)  The Corporation may pay for or reimburse the reasonable expenses

     incurred by a director who is a party to a proceeding in advance of final

     disposition of the proceeding if:

 

               (1)  the director furnishes the Corporation a written

          affirmation of the director's good faith belief that the director has

          met the standard of conduct described in Section 3 of this Article;

 

               (2)  the director furnishes the Corporation a written

          undertaking, executed personally or on the director's behalf, to

          repay the advance if it is ultimately determined that the director

          did not meet the standard of conduct; and

 

               (3)  a determination is made that the facts then known to those

          making the determination would not preclude indemnification under

          this Article.

 

          (b)  The undertaking required by Subsection (a)(2) must be an

     unlimited general obligation of the director but need not be secured and

     may be accepted without reference to financial ability to make repayment.

 

           (c)  Determinations and authorizations of payments under this

     Section shall be made in the manner specified in Section 6 of this

     Article.

 

     Section 5.  APPLICATION TO COURT.  A director of the Corporation who is a

party to a proceeding may apply for indemnification to the court conducting the

proceeding or to another court of competent jurisdiction.  On receipt of an

application, the court after giving any notice the court considers necessary

may order indemnification if it determines:

 

           (1)  the director is entitled to mandatory indemnification under

     Section 2 of this Article, in which case the court shall also order the

     Corporation to pay the director's reasonable expenses incurred to obtain

     court-ordered indemnification; or

 

          (2)  the director is fairly and reasonably entitled to

     indemnification in view of all the relevant circumstances, whether or not

     the director met the standard of conduct set forth in Section 3 of this

     Article.

 

 

 

 

 

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     Section 6.  DETERMINATION AND AUTHORIZATION.

 

          (a)  The Corporation may not indemnify a director under Section 3 of

     this Article unless authorized in the specific case after a determination

     has been made that indemnification of the director is permissible in the

     circumstances because the director has met the standard of conduct set

     forth in Section 3 of this Article.

 

          (b) The determination shall be made by any one (1) of the following

     procedures:

 

               (1)  By the Board of Directors by majority vote of a quorum

          consisting of directors not at the time parties to the proceeding.

 

               (2)  If a quorum cannot be obtained under subdivision (1), by

          majority vote of a committee duly designated by the Board of

          Directors (in which designation directors who are parties may

          participate), consisting solely of two (2) or more directors not at

          the time parties to the proceeding.

 

               (3)  By special legal counsel:

 

                    (A)  selected by the board of directors or its committee in

               the manner prescribed in subdivision (1) or (2); or

 

                    (B)  if a quorum of the Board of Directors cannot be

               obtained under subdivision (1) and a committee cannot be

               designated under subdivision (2), selected by majority vote of

               the full Board of Directors (in which selection directors who

               are parties may participate).

 

               (4)  By the shareholders, but shares owned by or voted under the

          control of directors who are at the time parties to the proceeding

          may not be voted on the determination.

 

          (c)  Authorization of indemnification and evaluation as to

     reasonableness of expenses shall be made in the same manner as the

     determination that indemnification is permissible, except that if the

     determination is made by special legal counsel, authorization of

     indemnification and evaluation as to reasonableness of expenses shall be

     made by those entitled under Subsection (b)(3) to select counsel.

 

     Section 7.  INDEMNIFICATION OF OFFICERS.

 

          (1)  An officer of the Corporation, whether or not a director, is

     entitled to mandatory indemnification under Section 2 of this Article, and

     to the indemnification under Section 3, and is entitled to apply for

     court-ordered indemnification under Section 5 of this Article, in each

     case to the same extent as a director; and

 

 

 

 

 

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          (2)  the Corporation may indemnify and advance expenses under this

     Article to an officer, whether or not a director, to the same extent as to

     a director.

 

     Section 8.  INSURANCE.  The Corporation may purchase and maintain

insurance on behalf of an individual who is or was a director, officer,

employee, or agent of the Corporation, or who, while a director, officer,

employee, or agent of the Corporation, is or was serving at the request of the

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

another foreign or domestic corporation, partnership, joint venture, trust,

employee benefit plan, or other enterprise, against liability asserted against

or incurred by the individual in that capacity or arising from the individual's

status as a director, officer, employee, or agent, whether or not the

Corporation would have power to indemnify the individual against the same

liability under Sections 2 or 3 of this Article.

 

     Section 9.  MISCELLANEOUS.

 

          (a)  The indemnification and advance for expenses provided for or

     authorized by this Article does not exclude any other rights to

     indemnification and advance for expenses that a person may have under:

 

               (1)  the Corporation's Bylaws;

 

               (2)  a resolution of the Board of Directors or of the

          shareholders; or

 

               (3)  any other authorization, whenever adopted, after notice, by

          a majority vote of all the voting shares then issued and outstanding.

 

          (b)  This Article does not limit the Corporation's power to pay or

     reimburse expenses incurred by a director, officer, employee, or agent in

     connection with the person's appearance as a witness in a proceeding at a

     time when the person has not been made a named defendant or respondent to

     the proceeding.

 

          (c)  The rights of indemnification herein provided shall be

     severable, shall continue as to a person who has ceased to serve as a

     director or officer and shall inure to the benefit of the heirs,

     executors, administrators and other legal representatives of such person.

 

          (d)  Subject to the limitations above imposed in this Article, it is

     intended by this Article to grant indemnification to the full extent

     permissible under the law.  It is not intended, however, that the

     provisions of this indemnification shall be applicable to, and this

     Article is not to be construed as granting indemnity with respect to,

     matters as to which indemnification would be in contravention of the laws

     of the State of Indiana or the United States of America whether as a

     matter of public policy or pursuant to any statutory provision.

 

 

 

 

 

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     The undersigned, being the President of the Corporation, executes these

Amended and Restated Articles of Incorporation and verifies that the facts

contained herein are true this _____ day of September, 1996.

 

 

                                       /s/ Keith E. Busse

 

 

                                       -----------------------------------

                                       Keith E. Busse, President

 

 

 

 

 

 

This Instrument was Prepared by John P. Martin, Attorney at Law, Barrett &

McNagny, 215 East Berry Street, Fort Wayne, Indiana 46802.