EXHIBIT 3.15
ARTICLES OF INCORPORATION
OF
RIO GRANDE SERVAAS, INC.
The undersigned incorporator or incorporators, desiring to form a
corporation (hereinafter referred to as the "Corporation") pursuant to the
provisions of the Texas Business Corporation Act as amended (hereinafter
referred to as the "Act"), execute the following Articles of Incorporation.
ARTICLE I
Name
The name of the Corporation is Rio Grande SerVaas, Inc.
ARTICLE II
Purposes
The purposes for which the Corporation is formed are:
Section 1. To engage in the manufacture, importation, sale and distribution
of a complete line of rubber products, including but not limited to inner tubes,
rim flaps, and other automotive rubber products.
Section 2. To purchase, to receive by way of gift, subscribe for, invest
in, and in all other ways acquire, import, lease, possess, maintain, handle on
consignment, own, hold for investment or otherwise use, enjoy, exercise,
operate, manage, conduct, perform, make, borrow, guarantee, contract in respect
of, trade and deal in, sell, exchange, let, lend, lease, export, mortgage,
pledge, deed in trust, hypothecate, encumber, transfer, assign and in all other
ways dispose of, design, develop, invent, improve, equip, repair, alter,
fabricate, assemble, build, construct, operate, manufacture, plant, cultivate,
produce, market, and in all other ways (whether like or unlike any of the
foregoing), deal in and with property of every kind and character, real,
personal or mixed, tangible or intangible, of every class and description,
wherever situated and however held, including, but not limited to, machinery,
equipment, instruments of every kind and nature, automobiles, trucks, other
vehicles however powered, furniture and furnishings of every kind and
description, pictures, paintings, works of art, goods of commerce, money,
credits, chose in action, securities, stocks, bonds, warrants, script,
certificates, debentures, mortgages, notes, commercial paper and other
obligations and evidences of interest in or indebtedness of any person, firm or
corporation, foreign or domestic, or of any government or subdivision or agency
thereof, documents of title, and accompanying rights, and every other kind and
character of personal property, real property (improved or unimproved), and the
products and avails thereof, and every character of interest therein and
appurtenance thereto, all or any part of any going business and its incidents,
franchises, subsidies, charters, concession, grants, rights, powers or
privileges, granted or conferred by any government or subdivision or agency
thereof, and any
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interest in or part of any of the foregoing, and to exercise in respect thereof
all of the rights, powers, privileges, and immunities of individual owners or
holders thereof.
Section 3. To acquire by purchase, exchange, lease, hire or otherwise, and
to hold, own, improve, develop, subdivide, plat, manage, operate, license, lease
as lessee, let as lessor, sell, convey, or mortgage, either alone or in
conjunction with others, real estate of every kind, character and description,
and wheresoever situated, and any interest therein.
Section 4. To purchase, construct, fabricate, assemble, process, sell,
trade, distribute and otherwise deal in industrial, commercial or residential
buildings, and buildings, and structures of every kind and character, and all
kinds of furnishings, fixtures, appliances, equipment, accessories and other
products and materials of every description.
Section 5. To engage in a general investment business, including the
investment in, and the acquisition, holding and disposal of, and the dealing
with, property of every kind and character, real, personal or mixed, tangible
and intangible, and irrespective of location.
Section 6. To acquire by purchase, exchange, lease, hire or otherwise, and
to hold, mortgage, pledge, hypothecate, exchange, sell, deal with and dispose
of, alone or in syndicates or otherwise in conjunction with others, stocks,
bonds, notes, evidences of debt or ownership, contracts, options, commodities,
securities, and other personal property, tangible or intangible, of every kind,
character and description, wheresoever situated, and any interest therein.
Section 7. To purchase, take, receive, subscribe for or otherwise acquire,
and to own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise
dispose of, and to otherwise use and deal in and with, shares or other interest
in, or obligations of, other individuals, domestic or foreign corporations,
associations or partnerships, for whatever purpose or purposes formed or
operating, and direct or indirect obligations of the United States or of any
government, state, territory, governmental district or any municipality or of
any instrumentality thereof.
Section 8. To acquire by purchase, exchange, lease, hire or otherwise, all
or any part of the goodwill, rights, property and business of any person,
entity, partnership, association, or corporation; to pay for the same in cash,
stock, bonds, or other obligations of the corporation, or otherwise; to hold,
utilize, deal with in any manner, and dispose of the whole, or any part, of the
rights and property so acquired, and to assume in connection therewith any
liabilities of such person, entity, partnership, association, or corporation;
and to conduct in any lawful manner the whole, or any part, of the business thus
acquired.
Section 9. To make any guaranty, or act as surety with respect to any
obligation, stock, dividend, security, indebtedness, interest, contract or other
undertaking.
Section 10. To enter into any lawful arrangement for sharing profits, union
of interest, reciprocal association, partnerships, joint venture, syndicate or
cooperative associations with any corporation, association, partnership,
individual or other legal entity or group, for the carrying on of any business
which the corporation is authorized to carry on, or any business or transaction
deemed necessary, convenient, expedient, or incidental to the carrying out of
any of the purposes or powers of the corporation.
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Section 11. To borrow or raise monies for any of the purposes of the
corporation, and, from time to time, without limitation as to amount, to draw,
make, accept, endorse, execute and issue promissory notes, drafts, bills of
exchange, warrants, bonds, debentures and other negotiable or non negotiable
instruments and evidences of indebtedness, and to secure the payment thereof,
and the interest thereon, by mortgage on, or pledge, conveyance or assignment in
trust of, the whole or any part of the assets of the corporation, real, personal
or mixed, including contract rights, whether at the time owned or thereafter
acquired, and to sell, pledge or otherwise dispose of such securities or other
obligation of the corporation for its corporate purposes.
Section 12. To acquire by purchase, exchange or otherwise, and to hold,
sell, transfer, reissue or cancel the shares of its own capital stock, or any
securities or other obligations of the Corporation, in the manner and to the
extent now or hereafter permitted by the laws of the State of Texas, except that
the corporation shall not use its funds or other assets for the purchase of its
own shares of stock if the capital of the corporation is or would thereby become
impaired, and except that shares of its own capital stock beneficially owned by
the corporation shall not be voted directly or indirectly by the corporation.
Section 13. To enter into, make, perform and carry out, or cancel and
rescind, contracts and other obligations for any lawful purposes pertaining to
the business of the corporation.
Section 14. To act in any state or nation, in which the corporation may
lawfully act, as principal or as agent or representative for any individual,
association, corporation, or legal entity, with respect to business which the
corporation is authorized to transact.
Section 15. In general, to carry on all other business which is or may be
appropriately, expediently or conveniently carried on as a part of, or in
connection with, any of the foregoing purposes of the corporation; to have the
capacity to act possessed by natural persons; and, subject to any limitations or
restrictions imposed by law or by these Articles of Incorporation to have and
exercise all of the general rights, privileges and powers permitted to be had
and exercised by the provisions of the Act.
Section 16. To perform all lawful acts permitted by The Texas Business
Corporation Act, as amended, and any future Acts amendatory thereof or
supplemental thereto.
Section 17. It is the intention that the purposes specified in the
foregoing clauses of this Article II shall, except where otherwise expressed in
said Article II, be in nowise limited or restricted by reference to or inference
from the terms of any clause of this or any other article in this certificate,
but that the purposes specified in each of the clauses of this Article shall be
regarded as independent purposes. It is also the intention that the foregoing
clauses shall be construed both as purposes and powers, and the foregoing
enumeration of specific powers shall not be held to limit or restrict in any
manner the general powers which the corporation may have under the present or
future laws of the State of Texas.
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ARTICLE III
Period of Duration
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
Resident Agent and Principal Office
Section 1. Resident Agent. The name and address of the Corporation's
Resident Agent for service of process is C. T. Corporation System, Republic
National Bank Building, Dallas, Texas 75201.
Section 2. Principal Office. The post office address of the principal
office of the Corporation is P. O. Box 1603, Eagle Pass, Texas 78853.
ARTICLE V
Authorized Shares
Section 1. Number of Shares:
The total number of shares which the Corporation is to have authority to
issue is 1000.
A. The number of authorized shares which the corporation designates as
having par value is none.
B. The number of authorized shares which the corporation designates as
without par value is 1000.
Section 2. Terms of Shares:
(a) The authorized shares of the Corporation may be issued for such
consideration as may be fixed from time to time by the Board of Directors. The
amount of the consideration received by the Corporation, less the amounts
allocated to capital surplus, from time to time, shall be the stated capital of
the Corporation.
(b) The holder of each share of the capital stock of the Corporation,
subject to the provisions of the Texas Business Corporation Act, shall be
entitled to one (1) vote for each share of such stock standing in his name on
the books of the Corporation at all meetings of the shareholders of the
Corporation.
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ARTICLE VI
Requirements Prior To Doing Business
The Corporation will not commence business until consideration of the value
of at least $1,000 (one thousand dollars) has been received for the issuance of
shares.
ARTICLE VII
Director(s)
Section 1. Number of Directors: The initial Board of Directors is composed
of five (5) member(s). The number of directors may be from time to time fixed by
the By-Laws of the Corporation at any number. In the absence of a By-Law fixing
the number of directors, the number shall be five (5).
Section 2. Names and Post Office Addresses of the Directors: The names and
post office addresses of the initial Board of Directors of the Corporation are:
Number and Street
Name or Building City State Zip Code
- -------------------- --------------------- ------------ ----- --------
Dr. Beurt R. SerVaas 2525 W. 44th Street Indianapolis IN 46208
G. William Thorsby 1925 Loop 431 No. 205 Eagle Pass TX 78852
George Weathersby 1105 Questover Circle Indianapolis IN 46208
Clarence Ormsby 1100 Waterway Blvd. Indianapolis IN 46202
James O. Kneisley 8426 Spring Mill Ct. Indianapolis IN 46260
Section 3. Qualifications of Directors (if any): The qualifications of
Directors of the Corporation shall be prescribed by the By-Laws of the
Corporation.
ARTICLE VIII
Incorporator
The name and post office address of the incorporator of the Corporation is:
Number and Street
Name or Building City State Zip Code
- -------------------- --------------------- ------------ ----- --------
Stephen E. Plopper 2130 One Indiana Sq. Indianapolis IN 46204
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ARTICLE IX
Provisions for Regulation of Business
and Conduct of Affairs of Corporation
Section 1. In addition to the powers and authorities hereinabove or by
statute expressly conferred, the Board of Directors is hereby authorized to
exercise all such powers and do all such acts and things as may be exercised or
done by a corporation organized and existing under the provisions of The Texas
Business Corporation Act.
Section 2. If the Corporation enters into contracts or transacts business
with one or more of its Directors, or with any firm of which one or more of its
Directors are members, or with any other corporation of which one or more of its
Directors are stockholders, directors or officers, or in which they are
financially interested, such contract or transaction shall not be invalidated or
in any way affected by the fact that such Director or Directors have or may have
interests therein which are or might be adverse to the interests of this
Corporation, provided that the fact of such interest is disclosed or known to
the Board of Directors and the Board of Directors shall nevertheless approve and
ratify by a vote of a majority of the Directors present, such interested
Director to be counted in determining whether a quorum is present, and in
calculating the majority of such quorum necessary to carry such vote. This
Section shall not be construed to invalidate any contract or other transaction
which would otherwise be valid under the common and statutory law applicable
thereto.
Section 3. The private property of the stockholders shall not be subject in
any event to the payment of any debts or obligations of the Corporation.
Section 4. Meetings of the stockholders and Board of Directors shall be
held at such place, within or without the State of Texas, as may be provided or
authorized by the provisions of the Corporation's By-Laws.
Section 5. Any action required or permitted to be taken at any meeting of
the Board of Directors, or of any committee thereof, may be taken without a
meeting, if a written consent thereto is signed by all members of the Board, or
of such committee, as the case may be, and such written consent is filed with
the minutes of the proceedings of the Board or committee.
Section 6. The Board of Directors shall have power to declare and pay
dividends upon the issued and outstanding shares of capital stock of the
Corporation. The depletion by lapse of time of any property having a limited
life, now or hereafter owned by the Corporation, such as a lease for a term of
years, or patents, need not be deducted in the computation of surplus available
for dividends; and the Corporation may pay the rights of stockholders of
different classes, if any, and subject to the rights of creditors.
Section 7. The Board of Directors shall have the power, without the assent
or vote of the stockholders, to make, alter, amend or repeal the By-Laws of the
Corporation, but the affirmative vote of a majority of the Board of Directors at
the time shall be necessary to effect any alteration, amendment or repeal.
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Section 8. The Corporation shall indemnify each person who is or was a
director or officer of the Corporation, and it may indemnify any employee or
agent of the Corporation and to the same extent indemnify any person who serves
in such capacity for any other corporation, partnership, joint venture, trust or
other enterprise (hereinafter collectively called "other enterprise") at the
request of the Corporation, against any and all liability and reasonable
expenses that may be incurred by him in connection with or resulting from any
claim, action, suit, or proceeding (whether actual or threatened) brought by or
in the right of the Corporation or such other enterprise or otherwise, civil,
criminal, administrative, investigative, or in connection with an appeal
relating thereto), in which he may become involved, as a party or otherwise, by
reason of his being or having been a director, officer, employee or agent of the
Corporation or of such other enterprise, or by reason of any past or future
action taken or not taken in his capacity as such director, officer, employee or
agent, whether or not he continues to be such at the time such liability or
expense is incurred, provided that such person acted in good faith, in what he
reasonably believed to be the best interests of the Corporation or such other
enterprise, as the case may be, and, in addition, in any criminal action or
proceeding, he had no reasonable cause to believe that his conduct was unlawful.
As used in this Section, the terms "liability" and "expense" shall include, but
shall not be limited to, attorneys' fees and disbursements and amounts of
judgments, fines, or penalties against, and amounts paid in settlement by, a
director, officer, employee or agent. The termination of any claim, action,
suit, or proceeding, civil or criminal, by judgment, settlement (whether with or
without court approval) or conviction or upon a plea of guilty or of nolo
contendere or its equivalent, shall not create a presumption that a director,
officer, employee, or agent did not meet the standards of conduct set forth in
the first sentence of this Section.
Any director or officer who has been wholly successful on the merits with
respect to any claim, suit, or proceeding of the character described herein
shall be entitled to indemnification as of right. Except as provided in the
preceding sentence, any indemnification hereunder shall be made at the
discretion of the Corporation, but only if (1) the board of directors, acting by
a quorum consisting of directors who are not parties to or who have been wholly
successful with respect to such claim, action, suit, or proceeding, shall find
that the director, officer, employee, or agent has met the standards of conduct
set forth in the first sentence of this Section, or (2) independent legal
counsel (who may be regular counsel of the Corporation) shall deliver to it
their written opinion that such director, officer, employee, or agent has met
such standards.
If several claims, issues, or matters of action are involved, any such
person may be entitled to indemnification as to some matters even though he is
not so entitled as to others.
The Corporation may advance expenses to, or where appropriate may at its
expense undertake the defense of, any such director, officer, employee, or agent
upon receipt of an undertaking by or on behalf of such person to repay such
expenses if it should ultimately be determined that he is not entitled to
indemnification under this Section.
The provisions of this Section shall be applicable to claims, actions,
suits or proceedings made or commenced after the adoption hereof, whether
arising from acts or omissions to act occurring before or after the adoption
hereof.
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The rights of indemnification provided hereunder shall be in addition to
any rights to which any person concerned may otherwise be entitled by contract
or as a matter of law, and shall inure to the benefit of the heirs, executors,
and administrators of any such person.
The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation against any liability asserted against him and
incurred by him in any capacity or arising out of his status as such, whether or
not the Corporation would have the power to indemnify him against such liability
under the provisions of this Section or otherwise.
IN WITNESS WHEREOF, the undersigned, being all of the incorporators
designated in Article VIII, executes these Articles of Incorporation and certify
to the truth of the facts herein stated, this 4th day of June, 1984.
/s/ Stephen E. Plopper
---------------------------------
(Written Signature)
Stephen E. Plopper
---------------------------------
(Printed Signature)
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STATE OF INDIANA )
) SS:
COUNTY OF MARION )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgements and administer oaths in the State of Indiana, certify that
Stephen E. Plopper, being the incorporator referred to in Article VIII of the
foregoing Articles of Incorporation, personally appeared before me; acknowledged
the execution thereof; and swore to the truth of the facts therein stated.
Witness my hand and Notarial Seal this 4th day of June, 1984.
Commission expires: June 10, 1987 /s/ Catherine M. Pitts
---------------------------------
(Written Signature)
My County of Residence Is: Hendricks ---------------------------------
(Printed Signature)
This instrument was prepared by Donald R. Russell, Attorney at Law, Klineman,
Rose, Wolf and Wallack, 2130 One Indiana Square, Indianapolis, Indiana 46204.
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
ARTICLE ONE
The name of the Corporation is Rio Grande Servaas, Inc.
ARTICLE TWO
The following amendment to the Articles of Incorporation was adopted by the
shareholders of the Corporation on August 7, 1984.
The amendment alters or changes Article One of the original Articles of
Incorporation and the full text of each provision added is as follows:
The name of the Corporation is North American Rubber, Incorporated.
ARTICLE THREE
The number of shares of the Corporation outstanding at the time of such
adoption was One Hundred (100) and the number of shares entitled to vote thereon
was One Hundred (100).
ARTICLE FOUR
The holders of all of the shares outstanding and entitled to vote on
said amendment have signed a Consent in writing adopting said amendment.
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ARTICLE FIVE
In all other respects the Articles of Incorporation shall remain the same
and shall continue in full force and effect.
DATED December 11, 1984.
RIO GRANDE SERVAAS, INC.
By /s/ George Weathersby
------------------------------
George Weathersby,
Vice President
and
By /s/ Clarence Ormsby
------------------------------
Clarence Ormsby,
Secretary
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
Before me, a Notary Public, on this day personally appeared George
Weathersby and Clarence Ormsby, known to me to be the Vice President and
Secretary of Rio Grande SerVaas, Inc. whose names are subscribed to the
foregoing document and, being by me first duly sworn, declare that the
statements therein contained are true and correct.
Given under my hand and seal of office this 12th day of December, A.D.,
1984.
My Commission Expires: 6-6-85 /s/ Jeannie M. Bengie
---------------------------------
(Written Signature)
My County of Residence: Marion Jeannie M. Bengie
---------------------------------
(Printed Signature)
This instrument prepared by Donald R. Russell, Attorney at Law, Klineman, Rose,
Wolf and Wallack, 2130 One Indiana Square, Indianapolis, Indiana 46204.
