Exhibit 3.5.12
Delaware | PAGE 1 | |||
| The First State |
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “CLOYES ACQUISITION COMPANY” AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE SEVENTEENTH DAY OF DECEMBER, A.D. 2002, AT 1:15 O’CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “CLOYES ACQUISITION COMPANY”.
| [SEAL] | /s/ Jeffrey W. Bullock | |||||
| ||||||
| Jeffrey W. Bullock, Secretary of State | ||||||
| 3603421 8100H | AUTHENTICATION: | 1768694 | ||||
141277859 |
DATE: |
10-09-14 | ||||
You may verify this certificate online
at corp. delaware.gov/authver.shtml
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 01:15 PM 12/17/2002 020775950 – 3603421 |
CERTIFICATE OF INCORPORATION
OF
CLOYES ACQUISITION COMPANY
FIRST: The name of the Corporation is Cloyes Acquisition Company.
SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or promoted are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock that the Corporation shall have authority to issue is One Thousand Five Hundred (1,500) shares, all of which shall be Common Stock without par value.
FIFTH: The name and mailing address of the sole incorporator are as follows:
Name | Mailing Address | |
| Arthur H. Lundberg | c/o Baker & Hostetler LLP | |
| 3200 National City Center | ||
| 1900 E. 9th Street | ||
| Cleveland, Ohio 44114 | ||
SIXTH: The Board of Directors is authorized to make, alter or repeal the By-laws of the Corporation.
SEVENTH: Any one or more directors may be removed, with or without cause, by the vote or written consent of the holders of a majority of the issued and outstanding shares of stock of the Corporation entitled to be voted at an election of directors.
EIGHTH: Meetings of stockholders shall be held at such place, within or without the State of Delaware, as may be designated by or in the manner provided in the By-laws of the Corporation, or, if not so designated, at the registered office of the Corporation in the State of Delaware. Elections of directors need not be by written ballot unless and to the extent that the By-laws so provide.
NINTH: The Corporation reserves the right to amend, alter or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights of stockholders herein are subject to this reservation.
TENTH: To the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article Tenth shall not adversely affect any right of protection of a director of the Corporation existing immediately prior to such repeal or modification.
ELEVENTH: Each person who is or was or had agreed to become a director or officer of the Corporation, or each such person who is or was serving or who had agreed to serve at the request of the Board of Directors or an officer of the Corporation as an employee or agent of the Corporation or as a director, officer, employee or agent of another corporation,
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partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Corporation to the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article Eleventh. Any repeal or modification of this Article Eleventh shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.
THE UNDERSIGNED, being the incorporator above named for the purposes of forming a corporation pursuant to the General Corporation Law of the State of Delaware, has signed this instrument the 11th day of December, 2002 and does thereby acknowledge that it is his act and deed and that the facts stated therein are true.
| /s/ Arthur H. Lundberg |
|
| Arthur H. Lundberg, Sole Incorporator |
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