**Exhibit 3**

** **

 

1975 RESTATEDCERTIFICATE OF INCORPORATIONOFCONTINENTAL MATERIALSCORPORATIONA Delaware Corporation(OriginallyIncorporated July 30, 1954as Continental Uranium, Inc.)

 

FIRST.  The name of theCorporation is CONTINENTAL MATERIALS CORPORATION.

 

SECOND.  The address of theCorporation’s registered office and the name of its registered agent at**suchaddress, are:

 

The Corporation Trust Company100 West Tenth StreetWilmington, New Castle CountyDelaware 19801

 

THIRD.  The purpose of the Corporationis to engage in any lawful act or activity for which corporations may beorganized under the General Corporation Law of Delaware.

 

FOURTH.  The total number ofshares of stock which the Corporation shall have authority to issue is 12million shares, consisting of ten million shares of Common Stock of the parvalue of l0c, amounting in the aggregate to $1,000,000.00, all shares of CommonStock alike to have the rights and privileges of Common Stock under the laws ofthe State of Delaware, without preference or priority of any one share over anyother; and two million shares of Preferred Stock of the par value of l0camounting in the aggregate to $200,000.00, said Preferred Stock to have suchvoting powers, full or limited, or to be without voting powers, and in suchseries (either one or more) and with such designations, preferences as todividends, assets or otherwise and relative, participating, optional or otherspecial rights, and qualifications, limitations or restrictions thereof andsubject to such conversion, exchange or redemption at such time or times, priceor prices, rates or adjustments, as shall be stated in a resolution orresolutions providing for the issue of such stock adopted by the Board ofDirectors, the Board of Directors hereby expressly being granted the authorityto fix from time to time by resolution or resolutions the designations, powers,preferences and rights and the qualifications, limitations or restrictions ofsuch Preferred Stock.

 

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FIFTH.  The Corporation hereby confers upon thedirectors the power to make, alter or repeal by-laws of the Corporation.

 

SIXTH.  The Corporation reserves the right to amend,alter, change or repeal any provision contained in this Certificate ofIncorporation, in the manner now or hereinafter prescribed by statute, exceptas limited by any specific provisions of this Certificate of Incorporation, andall rights conferred upon stockholders herein are subject to this reservation.

 

SEVENTH.  (a) The number of directors of theCorporation shall be nine unless and until increased to a larger number by theby-laws, and thereafter shall be the number from time to time fixed by theby-laws, but not less than three.

 

(b)  The directors of the Corporation shall bedivided into three classes whose terms of office shall expire at differenttimes.  At the 1975 election of**directors by stockholders, one class ofsuch directors shall be elected for a one-year term, one class for a two-yearterm and one class for a three-year term. At each succeeding annual meeting of stockholders, successors to theclass of directors whose term expires in that year shall be elected for athree-year term.  If the number of suchdirectors is changed, any increase or decrease in such number shall beapportioned among theclasses so as to maintain the classes as nearly equal in number as possible,and any director added to any class shall hold office for a term which shallcoincide with the term of such class.

 

A director shallhold office until the annual meeting for the year in which his term expires oruntil his successor is elected and qualifies; subject, however, to priorresignation, death or removal as provided by law.  Upon the resignation, death or removal of anydirector, the term of his successor shall be the same as that of the directorwho has so resigned, diedor been removed.

 

(c)  No director may be removedexcept for cause.

 

(d)  Vacancies and newly createddirectorships resulting from any increase in the authorized number of directorsshall be filled by a majority of the directors then in office, eventhough less than a quorum.

 

Future amendmentsof the foregoing provision of this Article SEVENTH may be made only when and as dulyauthorized by the affirmative vote of the holders of not less than 66-2/3% ofthe stock issued and outstanding having voting power at a stockholders’ meetingduly called for that purpose.

 

EIGHTH.  The Board of Directorsshall have the power to merge or consolidate the Corporation with anothercorporation or to sell, lease or exchange all or substantially all of theproperty and assets of the Corporation,

 

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includingits good will and its corporate franchises, upon such terms and conditions andfor such consideration, which may be in whole or in part shares of**stock in, and/or other securities of, anycorporation or corporations, as the Board of Directors shall deem expedient andfor the best interests of the Corporation, but only when and as duly authorizedby the affirmative vote of the holders of not loss than 66-2/3% of the stockissued and outstanding having voting power given at a stockholders’ meetingduly called for that purpose; provided, however, that the directors shall havethe power to merge the Corporation with another corporation, without action bythe stockholders to the extent and in the manner permitted from time to time bythe laws of Delaware.

 

Future amendments of the foregoing provisions of this Article EIGHTHmay be made only when and as duly authorized by the affirmative vote of theholders of not less than 66-2/3% of the**stockissued and outstanding having voting power at a stockholders’ meeting dulycalled for that purpose.

 

NINTH.  Whenever a compromise orarrangement is proposed between the Corporation and its creditors or any classof them and/or between the Corporation and its stockholders or any class of them,any court of equitable jurisdiction within the State of Delaware may, on theapplication in a summary way of the Corporation or of any creditor orstockholder thereof, or on the application of any receiver or receiversappointed for the Corporation under the provisions of Section 291 of Title8 of the Delaware Code, or on the application of trustees in dissolution or ofany receiver or receivers appointed for the Corporation under the provisions ofSection 279 of Title 8 of the Delaware Code, order a meeting of thecreditors or class of creditors, and/or of the stockholders or class ofstockholders of the Corporation, as the case may be, to be summoned in suchmanner as the said court directs.  If a**majority in number representingthree-fourths in value of the creditors or class of creditors, and/or of thestockholders or class of stockholders of the Corporation, as the case may be,agree to any compromise or arrangement and to any reorganization of the Corporationas consequence of such compromise or arrangement, the said compromise orarrangement and the said reorganization shall, if sanctioned by the court towhich the said application has been made, be binding on all the creditors orclass of creditors, and/or on all the stockholders or class of stockholders, ofthe Corporation, as the case may be, and also on the Corporation.

 

*                 *                 *

 

This Restated Certificate of Incorporation was**duly adopted by the stockholders of theCorporation on May 28, 1975 in accordance with the provisions of Sections245(c) of the General Corporation Act of Delaware.

 

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|         |                               |                 |
|---------|------------------------------------|----------------------|
|    |                               |
|    |                               |
|    |                               |
|    | CONTINENTAL MATERIALS  CORPORATION |
|    |                               |
|    |                               |
|    | By                                 | /s/  William A. Ryan |   |
|    | William A. Ryan, President         |
|    |                               |                 |
|    |                               |                 |
| ATTEST: | /s/ Sidney  M. Gunther             |                 |   |   |
|    | Sidney M. Gunther,  Secretary      |                 |   |
|         |                                    |                      |  |  |  |  |  |

 

 

I, the undersigned President of Continental Materials Corporation,hereby acknowledge that the above restatement is the act and deed ofContinental Materials Corporation and that the facts stated therein are true.

 

 
|   |            | /s/ William A. Ryan |   |
|--------|-----------------|---------------------|--------|
|   | William A. Ryan |

 

 
| STATE OF ILLINOIS) |   |   |
|--------------------|--------|--------|
| )                  |   | SS.    |
| COUNTY OF C O O K) |   |   |

 

 

SUBSCRIBED AND SWORN to before me this 2nd day of July, 1975, by WILLIAM A. RYAN, President ofContinental Materials Corporation.

 

 
|               |           |
|---------------|----------------|
|          |
|          |
|          | /s/ Ruth Baron |   |
| Notary Public |
|          |
|          |
|          |

 

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CERTIFICATE OF AMENDMENTOFCONTINENTAL MATERIALS CORPORATION

 

4783-30FILEDJAN 7,  1978  1PM

[ILLEGIBLE]

 

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CERTIFICATE OF AMENDMENTOFCERTIFICATE OF INCORPORATION

 

* * * * *

 

ContinentalMaterials Corporation, a corporation organized and existing under and by virtueof the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

 

FIRST:  That the Board of Directors of ContinentalMaterials Corporation, by unanimous written consent of its members, filed withthe minutes of the Board,duly adopted resolutions setting forth a proposed amendment to the Certificateof Incorporation of said corporation, declaring said amendment to be advisableand calling a meeting of the stockholders of said corporation for considerationthereof.  The resolution setting forththe proposed amendment is as follows:

 

RESOLVED, That Article Fourthof the Certificate of Incorporation of the Company be amended to read as follows:

 

“The total number of shares of stock which the corporation shall haveauthority to issue is two million four hundred thousand shares, consisting oftwo million shares of common stock of the par value of 50c, amounting in theaggregate to $1,000,000.00, all shares of common stock alike to have the rightsand privileges of common stock under the laws of the State of Delaware, withoutpreference or priority of any one share over any other; and four hundred thousandshares of**preferred stock of the par value of 50c amounting inthe aggregate to $200,000.00, said preferred stock to have such voting powers,full or limited, or to be without voting powers, and in such series (either oneor more) and with such designations, preferences as to dividends, assets orotherwise and relative, participating, optional or other special rights, andqualifications, limitations or restrictions thereof and subject to suchconversion, exchange or redemption at such time or times, price or prices,rates or adjustments, as**shall bestated in a resolution orresolutions providing for the issue of such stock adopted by the Board ofDirectors, the Board of Directors hereby expressly being granted the authority to fix from time to time byresolution or resolutions thedesignations, powers, preferences and rights and the qualifications, limitationsor restrictions of such preferred stock.”

 

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SECOND:  That thereafter, pursuantto resolution of its Board of Directors, the annual meeting of the stockholdersof said corporation was duly called and held, upon notice in accordance with Section 222of the General Corporation Law of the State of Delaware, at which meeting the necessarynumber of shares as required by statute were voted in favor of the amendment.

 

THIRD:  Thatsaid amendment was duly adopted in accordance with the provisions of Section 242 of theGeneral Corporation Law of the State of Delaware.

 

FOURTH:  That this Certificate ofAmendment of the Certificate of Incorporation shall be effective on June 12,1978, at 8:00 a.m. E.D.T. When so effective, all of the corporation’s issuedl0c par value common stock shall be converted into 50c par value common stock,on the basis of one share of 50c par value common stock for each five shares ofl0c par value common stock. Holders of certificates for the corporation’s l0cpar value common stock shall be entitled, upon surrender of such certificates,to receive in exchange therefor certificates representing the appropriatenumber of whole shares of the 50c par value common stock into which the sharesof the l0c par value common stock represented by the surrendered certificatesshall have been converted.  Until sosurrendered, each issued certificate which before conversion represented sharesof l0c par value common stock shall be deemed, for all corporate purposes, toevidence ownership of the whole number of shares of 50c par value common stockinto which such shares of l0c par value common stock shall have been converted. No certificates for fractional shares ofthe 50c par value common stock shall be issued in connection with theconversion of the l0c par value common stock.  In lieu thereof, the Board of Directors of thecorporation shall cause each shareholder to be paid cash therefor as previouslyset forth in the corporation’s proxy statement dated April 24, 1978.

 

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IN WITNESSWHEREOF, said Continental Materials Corporation has caused this certificate tobe signed by Melvin Pollack, its Vice President, and attested by Peter A.Bauer, its Secretary, this 24th day of May, 1978.

 

 
|                                 |                               |                                  |
|---------------------------------|------------------------------------|---------------------------------------|
|                            |                               |
|                            |                               |
|                            | CONTINENTAL  MATERIALS CORPORATION |
|                            |                               |
|                            |                               |
|                            | By                                 |    /s/  Melvin Pollack |   |
|                            | Melvin Pollack, Vice President     |
|                            |                               |                                  |
|   /s/ Peter  A. Bauer |                               |                                  |   |
| Peter A. Bauer,  Secretary      |                               |                                  |
|                                 |                                    |                                       |  |  |  |

 

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877152165

 
|   |                              | FILED                        |
|--------|-----------------------------------|------------------------------|
|   | CERTIFICATE OF  AMENDMENT         |                         |
|   |                              | JUN 1, 1978  9A.M. |
|   | OF                                | [ILLEGIBLE]                  |
|   |                              | Secretary of State           |
|   | CERTIFICATE OF INCORPORATION      |                         |
|   |                              |                         |
|   | OF                                |                         |
|   |                              |                         |
|   | CONTINENTAL MATERIALS CORPORATION |                         |

 

Adopted in accordance with the provisionsof Section 242 of the General CorporationLaw of the State of Delaware

 

We, William A. Ryan, President and Joseph J. Sum, Secretary ofContinental Materials Corporation, a corporation existing under the laws of theState of Delaware, do hereby certify as follows:

 

FIRST:  That the name of thecorporation is Continental Materials Corporation.

 

SECOND:  That the Certificate ofIncorporation of the corporation was filed by the Secretary of State ofDelaware on the 30th day of July, 1954, and restated and filed by the Secretaryof State of Delaware on July 8, 1975.

 

THIRD:  That the Certificate ofIncorporation of said Corporation has been amended as follows, amending Article Fourth,Section l(a), and adding a new Article Tenth.

 

(See text attached as Appendix A and Appendix B respectively)

 

FOURTH:  That such amendmentshave been duly adopted in accordance with provisions of the General CorporationLaw of the State of Delaware by the affirmative vote of the holders of a majorityof all outstanding stock entitled to vote at a meeting of stockholders.

 

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IN WITNESS WHEREOF, we have signed this certificate this 27th day ofMay, 1987.

 

 
|               |                                          |
|--------------------|------------------------------------------|
|               |
|               |
|               |
|               |
|               |
|               |
|               |
|               |  CONTINENTAL  MATERIALS CORPORATION |   |
|               |                                     |
|               | By                                       | /s/ William A. Ryan |   |
|               | President                                |
|               |                                     |
|               |                                     |
| ATTEST:            |                                     |
|               |                                     |
| /s/ Joseph  J. Sum |                                     |   |
| Secretary          |                                     |
|                    |                                          |  |  |  |

 

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APPENDIX A

 

The following sets forth Article FOURTH, Section l(a), of theCompany’s Certificate of Incorporation as amended in its entirety:

 

FOURTH.

 

Section 1.    General.

 

(a)   Theaggregate number of shares of all classes of capital stock which theCorporation shall have authority to issue is three million four hundredthousand (3,400,000) shares, of which four hundred thousand (400,000) sharesshall be preferred stock, par value $.50 per share, issuable in one or moreseries, and three million (3,000,000) shares shall be common stock, par value$.50 per share.

 

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APPENDIX B

 

The following sets forth a new Article TENTH to the Company’sCertificate of Incorporation in its entirety:

 

TENTH:

 

Section 1.    Director Liability.   Tothe fullest extent permitted by the Delaware General Corporation Law as thesame exists or may hereafter be amended, a director of this Corporation shallnot be liable to the Corporation or its stockholders for monetary damages forbreach of fiduciary duty as a director.  Noamendment to or repeal of this Article shall apply to or have any effecton the liability or alleged liability of a director of the Corporation for orwith respect to any acts or omissions of such director occurring prior to suchamendment or repeal.

 

Section 2.    Indemnification.   Tothe fullest extent permitted by the Delaware General Corporation Law as thesame exists or may hereafter be amended, the Corporation shall indemnify andadvance indemnification expenses on behalf of all directors and officers of theCorporation.

 

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| *STATE OF DELAWARE*         | * *     | * *     |
|-----------------------------|--------------|--------------|
| *SECRETARY OF STATE*        | *** *** | *** *** |
| *DIVISION OF CORPORATIONS*  | *** *** | *** *** |
| *FILED 11:00 AM 06/04/1999* | *** *** | *** *** |
| *991224160 - 0478330*       | *** *** | *** *** |

 

CERTIFICATE OF AMENDMENTOFRESTATED CERTIFICATE OF INCORPORATIONOFCONTINENTAL MATERIALS CORPORATION

 

Continental Materials Corporation, a corporation organized and existingunder the laws of the State of Delaware (the “Corporation”), pursuant to theprovisions of the General Corporation Law of the State of Delaware, DOES HEREBYCERTIFY:

 

FIRST:  The Restated Certificateof Incorporation of the Corporation is hereby amended by deleting Article FOURTHof the Restated Certificate of Incorporation in its present form andsubstituting in lieu thereof the following:

 

FOURTH.

 

Section 1.

 

The aggregate number of shares of all classes of capital stock whichthe Corporation shall have authority to issue is three million four hundredthousand (3,400,000) shares, of which four hundred thousand (400,000) sharesshall be preferred stock, par value $.50 per share, issuable in one or moreseries, and three million (3,000,000) shares shall be common stock, par value $.50per share.

 

Section 2.

 

The shares of common stock shall have the rights and privileges ofcommon stock under the laws of the State of Delaware, without preference orpriority of any one share over any other.  The preferred stock shall have such votingpowers, full or limited, or be without voting powers, and in such series(either one or more) and with such designations, preferences as to dividends,assets or otherwise and relative, participating, optional or other specialrights, and qualifications, limitations or restrictions thereof and subject tosuch conversion, exchange or redemption at such time or times, price or prices,rates or adjustments, as shall be stated in a resolution or resolutionsproviding for the issue of such stock adopted by the Board of Directors, theBoard of Directors hereby expressly being granted the authority to fix fromtime to time by resolution or resolutions the designations, powers, preferencesand rights and the qualifications, limitations or restrictions of suchpreferred stock.

 

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Section 3.

 

(a)  At 6:00 p.m. (Eastern Time) on the effective date**ofthis Certificate of Amendment (the “Effective Date”), each share of commonstock held of record as of 6:00 p.m. (Eastern Time) on the Effective Date orheld in the Corporation’s treasury as of such time shall be reclassified andconverted, without further action on the part of the holder thereof, intoone-fiftieth (1/50) of one share of common stock.  No fractional share of common stock shall beissued to any Nominal Holder (as defined below) upon such reclassification andconversion.  From and after 6:00 p.m. onthe Effective Date, each Nominal Holder shall have no further interest as astockholder in respect of any shares held of record by such Nominal Holder asof 6:00 p.m. (Eastern Time) on the Effective Date and, in lieu of receiving anyfractional share, shall be entitled to receive, upon surrender of thecertificate or certificates representing such shares held of record as of 6:00p.m. (Eastern Time) on the Effective**Date, the cash value of suchfractional share.  Such cash value (the “CashValue”) shall be an amount based on the average daily closing price per shareof the common stock on the American Stock Exchange for the 10 trading daysimmediately preceding the Effective Date, without interest; provided, however,that if no shares of common stock have been traded on any such trading day theclosing price per share of the common stock for such trading day shall be theaverage of the highest bid and lowest asked prices for the common stock forsuch trading day as reported by the American Stock Exchange.  As used herein, the term “Nominal Holder”shall mean a holder of record of less than 50 shares of common stock as of 6:00p.m. (Eastern Time) on the Effective Date who would be entitled to less thanone whole share of common stock in respect of such shares as a result of thereclassification and conversion provided for in this Section 3(a).

 

(b)  At 6:01 p.m. (Eastern Time) on the EffectiveDate, each share of common stock, par value $.50 per share, and any fractionthereof (excluding any interest in the Company held by a Nominal Holderconverted into cash pursuant to Section 3(a) above) held by a holder ofrecord of one or more shares of common stock as of 6:01 p.m. (Eastern Time) onthe Effective Date or held in the Corporation’s treasury as of such time shallbe reclassified and converted, without further action on the part of the holderthereof, into multiple shares of common stock on the basis of 100 shares ofcommon stock, par value $.25 per share, for each share of common stock, parvalue $.50 per share, then held.

 

2

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SECOND: The foregoing amendment was**dulyadopted by the Board of Directors and the stockholders of the Corporationpursuant to the requirements of Section 242 of General Corporation Law ofthe State of Delaware.

 

THIRD:  This Certificate ofAmendment shall become effective at 6:00 p.m. (Eastern Time) on June 7,1999.

 

IN WITNESS WHEREOF, the Corporation hascaused this Certificate of Amendment to be signed by its Chairman of the Boardand Chief Executive Officer and attested by its Secretary this 3rd day of June,1999.

 
|                |   | CONTINENTAL MATERIALS CORPORATION |
|---------------------|--------|-----------------------------------|
|                |   |                              |
|                |   |                              |
|                |   | By:                               | /s/ James G. Gidwitz |   |
|                |   |                              | James G. Gidwitz  Chairman of the Board and  Chief Executive Officer |
|                |   |                              |
|                |   |                              |
|                |   |                              |
|                |   |                              |
| ATTEST:             |   |                              |
|                |   |                              |
|                |   |                              |
| /s/ Mark S. Nichter |   |                              |   |
| Mark S. Nichter     |   |                              |
| Secretary           |   |                              |
|                     |        |                                   |  |  |  |

 

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