**Exhibit3.1**

 

RESTATED

 

ARTICLES OF INCORPORATION

 

OF

 

CASCADE CORPORATION

 

September 3, 2008

 

ARTICLE I

 

Thename of this Corporation, and by which it shall be known is:

 

CASCADE CORPORATION.

 

ARTICLE II

 

Theduration of this Corporation shall be perpetual.

 

ARTICLE III

 

Theobject of this Corporation and the enterprise, business, pursuit or occupationin which it proposes to engage is:

 

(1)                                  To conduct a general trade and business ofmanufacturing, buying, selling, leasing, treating, servicing or otherwise dealingin machinery, metals, tools and equipment of any and whatsoever kind anddescription.

 

(2)                                  To acquire by purchase, lease or otherwiseand dispose of in any manner and operate and use plants, mills and otherestablishments for the distribution, manufacture and sale of equipment.

 

(3)                                  To engage in the fabricating, cutting andprocessing of metals and wood products and other materials for industrial useand otherwise, and to operate and provide for sales, repair and other servicesapplicable to the products handled by the Corporation.

 

(4)                                  To act as broker or factor and to conductbusiness either outright or upon commission and to otherwise engage in thebusiness of producing and/or distributing products for industrial, building,household or other uses.

 

(5)                                  To conduct a general merchandising business,manufacturing wholesale and/or retail, and to buy, own, hold, acquire and sellby all lawful means, all kinds of 

 

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merchandise,stock, appliances and equipment necessary and convenient for the purposeshereof.

 

(6)                                  To engage in any other lawful and legitimatemanufacturing, mercantile or other business which may be hereinafter determinedupon.

 

(7)                                  To operate branches or agencies for the saleof all articles manufactured or acquired by the Corporation, and all classes ofmaterials and general merchandise in the State of Oregon, or in any state of orterritory or possession or locality under the jurisdiction of the United Statesof America, and in any and all foreign countries or elsewhere.

 

(8)                                  To own, hold and use and to convey, lease orotherwise dispose of and use all kinds of real and personal property, and tolend and borrow money, act as guarantor on obligations and to issue and receivenotes, mortgages or other evidences of indebtedness in connection with its saidbusiness and/or operations.

 

(9)                                  To acquire by subscription or otherwise,shares of its own capital stock, or of the capital stock of other corporations,organized under the laws of the United States, State of Oregon, any other stateor territory of the United States of America or any foreign country, and whileholding the same to vote said shares at all meetings of such Corporation and topledge and sell the same.

 

(10)                            To maintain places of business and holdmeetings of directors and stock holders and permit its directors and officersto reside, to the extent of the privileges in this regard granted by the lawsof Oregon and in compliance therewith, outside of the State of Oregon.

 

(11)                            To obtain the necessary charters or otherauthorizations to enable this Corporation to carry on business in any state orterritory or possession or locality under the jurisdiction of the United Statesof America, and in any and all foreign countries or elsewhere.

 

(12)                            To transact all kinds of business requisiteor necessary, proper or convenient, to carry into effect the purposesaforementioned.

 

ARTICLE IV

 

The total authorizedcapital stock of the Corporation is 40,200,000 shares, divided into 200,000shares of Preferred Stock without par value and 40,000,000 shares of CommonStock of the par value of fifty cents per share.

 

A.                      PreferredStock.

 

1.               Issuance.  The Preferred Stock may be issued from timeto time by the Board of Directors in any amounts as Preferred Stock of one ormore 

 

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series, providedthat no more than 200,000 shares of Preferred Stock may be outstanding at anyone time.  The Board of Directors of theCorporation is hereby empowered to cause the Preferred Stock to be issued inseries with variations as to (a) the rates and terms of dividends payablethereon; (b) whether shares can be redeemed, and, if so, the redemptionprice and terms and conditions or redemption; (c) the amount payable uponshares in event of voluntary or involuntary liquidation; (d) sinkingfunds, if any, for the redemption or purchase of shares; (e) the votingrights, if any, of shares, and (f) the terms and conditions, if any, onwhich shares may be converted to Common Stock of the Corporation, all to thefull extent now or hereafter permitted by the laws of the State of Oregon.

 

2.               RelativeRights and Preferences.  Each shareof each series of Preferred Stock shall have the same relative rights andpreferences as and be identical in all respects with all other shares of thesame series.

 

B.                        CommonStock.

 

1.               Dividends.              Subject to anydividend or other requirements with respect to Preferred Stock, dividendspayable in cash, stock or otherwise as may be determined by the Board ofDirectors may be declared and paid on the Common Stock from time to time out ofthe surplus or net profits of the Corporation available for the payment ofdividends.

 

2.               Liquidation.        In the event of anyliquidation, dissolution or winding up the Corporation, if payment shall havebeen made in full to the holders of the Preferred Stock then outstanding in theamounts to which such holders are entitled upon such liquidation, dissolutionor winding up of the Corporation, the remaining assets of the Corporation shallbe distributed among the holders of Common Stock according to their respectiverights and preferences and pro rata in accordance with their respectiveholdings.

 

3.               VotingRights.                                           Eachholder of Common Stock shall be entitled to, upon all matters to be voted uponby the shareholders of the Corporation, one vote for each share of such stockstanding in such shareholder’s name on the books of the Corporation as of therecord date set for such voting.

 

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C.                        Pre-EmptiveRights.

 

No holder of stock of the Corporation of any classshall have any pre-emptive right whatsoever to subscribe to or otherwiseacquire any shares of any class of stock of the Corporation.

 

ARTICLE V

 

Anydirectorship to be filled by reason of an increase in the number of directorsmay be filled by the affirmative vote of a majority of the directors holdingoffice, the director so elected to serve until the next annual meeting of thestockholders and until a director has been elected and qualified.

 

ARTICLE VI

 

Tothe extent permitted by Oregon statute, a director of the Corporation shall notbe liable to the Corporation or its stockholders for monetary damages forconduct as a Director, provided that this Article shall not eliminate orlimit the liability of a Director for any act or omission occurring prior tothe date it becomes effective.

 

ARTICLE VII

 

TheseRestated Articles of Incorporation supersede and take the place of theheretofore existing Restated Articles of Incorporation of this Corporation aspreviously restated and amended.

 

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