Exhibit 3.13
ARTICLES OF INCORPORATION
of
SOUTH CHARLESTON
STAMPING & MANUFACTURING COMPANY
The undersigned, acting as an incorporator pursuant to Section 26,
Article 1, Chapter 31 of the Code of West Virginia, hereby adopts the following
Articles of Incorporation pursuant to Section 27, Article 1, Chapter 31 of the
Code of West Virginia.
I. The name of the corporation shall be South Charleston Stamping
& Manufacturing Company.
II. The period of duration of the corporation shall be perpetual.
III. The purpose or purposes for which the corporation is organized
are to engage in all activities and to take all actions which are lawful for a
corporation organized under the laws of the State of West Virginia, whether
expressly or impliedly permitted by statute or otherwise.
IV. The address of the principal office of the corporation is 3100
MacCorkle Avenue, S.W., in the City of South Charleston, in the county of
Kanawha, and State of West Virginia 25303.
V. The name and address of the person to whom shall be sent
notice or upon whom process shall be served, or service of which is accepted by
the Secretary of State, is John T. Wise, Plant Manager, 3100 MacCorkle Avenue,
S.W., South Charleston, West Virginia 25303.
VI. The number of directors constituting the initial board of
directors is three, and their names and addresses are:
John Kerr 888 W. Big Beaver
Box 3951
Troy, Michigan 48007-3951
William Davidson 888 W. Big Beaver
Box 3951
Troy, Michigan 48007-3951
Kurt Vilders 888 W. Big Beaver
Box 3951
Troy, Michigan 48007-3951
VII. The name and address of the incorporator is Thomas A. Heywood,
1600 Commerce Square, Charleston, West Virginia 25301.
VIII. The amount of the total authorized capital stock of the
corporation shall be One Thousand Dollars ($1,000.00), which shall be divided
into one thousand (1000) shares of common stock of the par value of One Dollar
($1.00) each.
IX. No shareholder or other person shall have any preemptive right
whatsoever.
X. The internal affairs of the corporation shall be regulated in
accordance with the bylaws of the corporation.
THE UNDERSIGNED, for the purpose of forming a corporation under the
laws of the State of West Virginia, does make and file these ARTICLES OF
INCORPORATION, and I have accordingly hereunto set my hand this 11th day of
February, 1988.
THOMAS G. HEYWOOD
-------------------------
Incorporator
STATE OF WEST VIRGINIA
COUNTY OF KANAWHA, TO WIT:
I, CAMDEN P. SIEGRIST, a Notary Public of said County, do certify
that Thomas A. Heywood, whose name is signed to the foregoing Articles of
Incorporation of South Charleston Stamping & Manufacturing Company, bearing date
the 11th day of February, 1988, has this day personally appeared before me in my
said County and acknowledged his signature to be the same.
GIVEN under my hand and seal this 11th day of February, 1988.
My commission expires June 5, 1995.
CAMDEN P. SIEGRIST
-------------------------
Notary Public
[NOTARIAL SEAL]
This instrument was prepared by
BOWLES, McDAVID, GRAFF & LOVE
1600 Commerce Square
Charleston, West Virginia 25325-1386
ARTICLES OF AMENDMENT
to
ARTICLES OF INCORPORATION
of
SOUTH CHARLESTON
STAMPING & MANUFACTURING COMPANY
Pursuant to the provisions of Section 31, Article 1, Chapter 31 of
the Code of West Virginia, the undersigned corporation adopts the following
Articles of Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is South Charleston Stamping
& Manufacturing Company.
SECOND The following Amendments to the Articles of
Incorporation were adopted by the shareholders of the corporation on April 23,
1992, in the manner prescribed by Sections 107 and 147, Article 1, Chapter 31:
RESOLVED, that Article VIII of the Articles of Incorporation of
South Carolina Stamping & Manufacturing Company shall be amended as
follows:
VIII. Section 8.1. The amount of the total authorized capital
stock of the corporation shall be Fifty Million One Thousand Dollars
($50,001,000.00), which shall be divided into classes of which one
thousand (1,000) shares of the Par Value of One Dollar ($1.00) each
shall be designated Common Stock, and five million
(5,000,000) shares of a Par Value of Ten Dollars ($10.00) each shall
be designated as Preferred Stock.
Section 8.2. The Board of Directors is authorized, subject to
limitations prescribed by law and the Articles of Incorporation of
the corporation to provide for the issuance of the shares of
Preferred Stock in series and by filing a certificate pursuant to
the applicable law of West Virginia, to establish from time to time
the number of shares to be included in each such series, and to fix
and determine the relative rights and preferences of the shares of
any such series.
The authority of the Board with respect to each series shall
include, but not be limited to, determination of the following:
(a) The number of shares constituting that series and the
distinctive designation of that series;
(b) The dividend rate on the shares of that series, whether
dividends shall be cumulative, and if so, from which date or
dates, and the relative rights of priority, if any, of payment
of dividends on shares of that series;
(c) Whether that series shall have
voting rights, in addition to the voting rights provided by
law, and, if so, the terms of such voting rights;
(d) Whether that series shall have conversion privileges,
and if so, the terms and conditions of such conversion,
including provision for adjustment of the conversion rate in
such events as the Board of Directors shall determine;
(e) Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such
redemption, including the date or dates upon or after which
they shall be redeemable, and the amount per share payable in
case of redemption, which amount may vary under different
conditions and at different redemption dates;
(f) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so,
the terms and amount of such sinking fund;
(g) The rights of the shares of that series in the event of
voluntary or
involuntary liquidation, dissolution or winding up of the
corporation, and the relative rights of priority, if any, of
payment of shares of that series;
(h) Any other relative rights, preferences and limitations
of that series.
Section 8.3. Dividends on outstanding shares of Preferred Stock
shall be paid or declared and set apart for payment before any
dividends shall be paid or declared and set apart for payment on the
common shares with respect to the same dividend period.
Section 8.4. If upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the assets available
for distribution to holders of shares of Preferred Stock of all
series shall be insufficient to pay such holders the full
preferential amount to which they are entitled, then such assets
shall be distributed ratably among the shares of all series of
Preferred Stock in accordance with the respective preferential
amounts (including unpaid cumulative dividends, if any) payable with
respect thereto.
THIRD: The number of shares of the corporation outstanding at
the time of such adoption was 1,000; and the number
of shares entitled to vote thereon was 1,000.
FOURTH: The number of shares voted for such amendment was 900;
and the number of shares voted against such amendment was 0.
Dated: April 23, 1992.
SOUTH CHARLESTON STAMPING &
MANUFACTURING COMPANY
By JOHN T. WISE
----------------------------
Its Vice-President
and SHARON THOMAS
----------------------------
Its Secretary
STATE OF WEST VIRGINIA,
COUNTY OF KANAWHA, TO WIT:
I, MARTHA L. COOK, a notary public, do hereby certify that on the 23
day of April, 1992, personally appeared before me John T. Wise, who, being by me
first duly sworn, declared that he is the Vice-President of South Charleston
Stamping & Manufacturing Company, that he signed the foregoing document as
Vice-President of the corporation, and that the statements therein contained are
true.
My commission expires: April 30, 1999.
MARTHA L. COOK
----------------------------
Notary Public
This instrument Prepared By:
Steptoe & Johnson
P.O. Box 2190
Clarksburg, WV 26302-2190
STATEMENT OF DESIGNATION
OF SERIES AND FIXING AND
DETERMINING THE RELATIVE
RIGHTS AND PREFERENCES THEREOF
SOUTH CHARLESTON
STAMPING & MANUFACTURING COMPANY
Pursuant to the provisions of Section 79, Article 1, Chapter 31 of
the Code of West Virginia and Article VIII of the Articles of Incorporation, as
amended, of South Charleston Stamping & Manufacturing Company, the undersigned
South Charleston Stamping & Manufacturing Company hereby executes the following
statement of designation of series and fixing and determining the relative
rights and preferences thereof:
I. The name of the corporation is SOUTH CHARLESTON STAMPING &
MANUFACTURING COMPANY.
II. A copy of the resolution of the board of directors of the
corporation establishing and designating the series, and fixing and determining
the relative rights and preferences thereof is attached hereto and made a part
hereof as Exhibit A.
III. The date of the adoption of such resolution was April 24,
1992.
IV. Such resolution was duly adopted by the board of directors by
a written unanimous consent and agreement.
Dated: April 24, 1992.
SOUTH CHARLESTON STAMPING &
MANUFACTURING COMPANY
By JOHN T. WISE
----------------------------
Its Vice-President
and SHARON THOMAS
----------------------------
Its Secretary
STATE OF WEST VIRGINIA
COUNTY OF KANAWHA, TO WIT:
I, Martha L. Cook, a notary public, do hereby certify that on the 27
day of April, 1992, personally appeared before me John T. Wise, who, being by me
first duly sworn, declared that he is the Vice-President of South Charleston
Stamping & Manufacturing Company, that he signed the foregoing document as
Vice-President of the corporation, and that the statements therein contained are
true.
My commission expires: April 30, 1999.
MARTHA L. COOK
----------------------------
Notary Public
This Instrument Prepared By:
Steptoe & Johnson
P.O. Box 2190
Clarksburg, WV 26302-2190
EXHIBIT A
RESOLVED, that, pursuant to the authority expressly granted to
and vested in the Board of Directors by the Articles of
Incorporation of the Corporation, the Board of Directors hereby
creates a series of Preferred Stock of the Corporation to consist of
4,500,000 shares, and the Board of Directors hereby fixes the voting
powers, designation, preferences and relative, participating,
optional or other special rights, and the qualifications,
limitations or restrictions thereof, of the shares of such series as
follows:
1. DESIGNATION. The shares of the series of Preferred
Stock created hereby shall be designated Series A Cumulative
Preferred Stock (hereinafter sometimes called the "Series A
Preferred Stock").
2. DIVIDENDS. The holders of shares of Series A
Preferred Stock shall be entitled to receive, if and when declared
payable by the Board of Directors out of assets legally available
for the payment of dividends, cumulative cash dividends at the rate
of $0.50 per share per annum from the date on which such shares have
been originally issued. Such dividends shall be cumulative from the
date of issue, so that no dividend (other than a dividend payable in
Common Stock of the Corporation or other distribution shall be paid
or declared or made on, and no amount shall be applied to the
redemption of, any Common Stock or any other class of stock ranking
junior to the Series A Preferred Stock as to dividends or assets
unless full cumulative dividends for the then current dividend
period shall have been or simultaneously therewith shall be paid or
declared, on outstanding Preferred Stock of all series entitled to
receive dividends at the rates determined for the respective series.
Accumulations of dividends shall not bear interest. In the event
that dividends are not paid in full, the shares of Series A
Preferred Stock shall share ratably in the payment of dividends,
including accumulations, if any, in accordance with the sums which
would be payable on said shares if all dividends were declared and
paid in full.
3. REDEMPTION. So long as full cumulative dividends on
all outstanding shares of Preferred Stock for all dividend periods
ending on or prior
to the date fixed for redemption shall have been paid or declared
and set apart for payment, and subject to any applicable
requirements of West Virginia law, the Corporation may, at the
option of the Board of Directors of the Corporation, redeem the
whole or any part of the shares of Series A Preferred Stock at any
time after issuance of such shares at a redemption price equal to
one hundred percent (100%) of the issue price of such shares plus
the amount of unpaid accumulated dividends, if any, to the date of
such redemption. all such redemptions shall be effected in
accordance with the procedure for redemptions set forth in the West
Virginia Corporation Act in effect at the times of such redemptions.
4. LIQUIDATION. In the event of any dissolution,
liquidation or reduction of capital resulting in distribution of
assets to stockholders, or winding up of the Corporation, whether
voluntarily or involuntarily, the holders of shares of Series A
Preferred Stock then outstanding shall be entitled to receive in
cash out of the assets of the Corporation, whether capital or
surplus or otherwise, before any distribution of the assets shall be
made to the holders of Common Stock or of any other class of stock
ranking junior to the Preferred Stock as to dividends or assets, an
amount equal to one hundred percent (100%) of the issue price of
such shares, to be payable on the share of such series in the event
of voluntary or involuntary dissolution, liquidation or reduction of
capital resulting in distribution of assets to stockholders, or
winding up, as the case may be, in all cases, with unpaid
accumulated dividends, if any, whether such dividends are earned,
declared or otherwise, to the date fixed for such payment. If the
assets shall not be sufficient to pay in full the amount so
determined to be payable on all shares of the Preferred Stock in the
event of such voluntary or involuntary dissolution, liquidation or
reduction of capital resulting in distribution of assets to
stockholders, or winding up, as the case may be, then the assets
available for payment shall be distributed ratably among the holders
of the Preferred Stock of all series in accordance with the amounts
so determined to be payable on the shares of each series in the
event of voluntary or involuntary dissolution, liquidation, or
reduction of capital resulting in distribution of assets to
stockholders, or winding up, as the case may be, in
proportion to the full preferential amounts, together with any and
all dividend arrearage, to which they are respectively entitled.
After payment to the holders of the Preferred Stock of the full
preferential amounts hereinbefore provided for, the holders of
Series A Preferred Stock will have no other rights or claims to any
of the remaining assets of the Corporation either upon distribution
of such assets or upon dissolution, liquidation or winding up.
5. VOTING POWERS. (a) Except a set forth herein or in the
Certificate of Incorporation of the Corporation or to the extent
required by the applicable provisions of the West Virginia
Corporation Act, the holders of shares of Series A Preferred Stock
shall not have any rights to vote for any purpose or on any matter
whatsoever, all such voting power being vested exclusively in the
shares of Common Stock or the Corporation, holders of shares of
Series A Preferred Stock shall not be entitled to receive notice of
any meeting of shareholders of the Corporation or which they are not
entitled to vote.
(b) The holders of shares of Preferred Stock
Outstanding on the record date for any such meeting of the
shareholders shall be entitled to vote, as a single class, upon any
proposed amendment to the Certificate of Incorporation of the
Corporation, if such amendment would (i) increase or decrease the
aggregate number of authorized shares of Preferred Stock, (ii)
increase or decrease the par value of shares of Preferred Stock,
(iii) effect an exchange, reclassification or cancellation of all or
a part of the shares of Preferred Stock, (iv) effect an exchange, or
create a right of exchange of all or any part of the shares of
another class into shares of Preferred Stock, (v) change the
designations, preferences, limitations or relative rights of the
shares of Preferred Stock, (vi) change the shares of Preferred
Stock, whether with or without par value,into the same or a
different number of shares, either with or without par value, of the
same class or another class or classes; (vii) create a new class of
preferred stock having rights and preferences prior or superior to
the shares of the Preferred Stock, or increase the rights and
preferences, or the number of authorized shares, of any class having
rights and preferences prior or superior to the shares of the
Preferred Stock or
increase the rights and preferences of any class sharing rights or
preferences later or inferior to the shares of the Preferred Stock
in such a manner as to become prior or superior to the shares of the
Preferred Stock or (viii) cancel or otherwise affect accumulated but
undeclared dividends on the shares of Preferred Stock; and no such
proposed amendment shall be deemed to have been adopted and approved
without the affirmative vote of holders of that number of shares of
Preferred Stock then outstanding which shall be required pursuant to
the provisions of the West Virginia Corporation Act in effect at the
time of such vote.
(c) The Holders of shares of Preferred Stock
outstanding on the record date fixed for any such meeting of the
shareholders shall be entitled to vote, as a single class, upon any
resolution authorizing (i) any plan of merger or plan of
consolidation involving the Corporation, (ii) the dissolution of the
Corporation, and (iii) the sale, lease, exchange or other
disposition of all, or substantially all, of the property and assets
of the Corporation,if not made in the regular course of business,
and no such resolution shall be deemed to have been adopted and
approved without the affirmative vote of holders of that number of
shares of Preferred Stock then outstanding which shall be required
pursuant to that provision of the West Virginia Corporation Act in
effect at the time of such vote.
6. NO PREEMPTIVE RIGHTS. Two holders of shares of Series
A Preferred Stock at any time outstanding shall have no preemptive
or preferential right to subscribe for or purchase any shares of
stock, or rights or options to purchase shares of stock whether now
or hereafter authorized, or any securities convertible into
exchangeable for shares of stock or into rights or options to
purchase shares of stock of the Corporation of any class.