EXHIBIT 3.7
ARTICLES OF INCORPORATION
OF
BURKE TIRE MATERIALS, INC.
KNOW ALL MEN BY THESE PRESENTS:
THAT WE, the undersigned, have this day voluntarily associated
ourselves together for the purpose of forming a corporation under the laws of
the State of California.
AND WE HEREBY CERTIFY:
ONE: That the name of this Corporation is:
BURKE TIRE MATERIALS, INC.
TWO: The purposes for which this corporation is formed are:
(a) The specific business in which the corporation intends
primarily to engage is that of the compounding, manufacture and sale at
wholesale and retail of materials intended for use in the manufacture of
tires to be used on vehicles of every nature.
(b) To own, operate, maintain, manage, equip, improve, repair,
alter, and otherwise deal with, use and enjoy, to invent, design, develop,
assemble, build, construct, fabricate, manufacture, buy, import, lease as
lessee and otherwise acquire, to mortgage, deed in trust, pledge and
otherwise encumber, and to sell, export, lease as lessor and otherwise
dispose of goods, wares, merchandise and personal property of every sort,
nature and description; to
purchase, acquire, own, hold, lease, either as lessor or lessee, sell, exchange,
subdivide, mortgage, deed in trust, plant, improve, cultivate, develop,
construct, maintain, equip, operate and generally deal in any and all lands,
improved and unimproved, dwelling houses, apartment houses, hotels, boarding
houses, business blocks, office buildings, garages, stations, warehouses,
manufacturing works and plants and other buildings of any kind or description,
real, personal and mixed, wheresoever situated, including water and water
rights.
(c) To acquire, by purchase or otherwise the goodwill, business,
property rights, franchises and assets of every kind, with or without
undertaking either wholly or in part the liabilities of any person, firm,
association or corporation, and to acquire any business as a going concern or
otherwise (1) by purchase of the assets thereof wholly or in part, (2) by
acquisition of the shares or any part thereof, or (3) in any other manner,
and to pay for the same in cash or in the shares or bonds or other evidences
of indebtedness of this corporation, or otherwise to hold, maintain, and
operate, or in any manner dispose of, the whole or any part of the goodwill,
business, rights and property so acquired, and to conduct in any lawful
manner the whole or any part of any business so acquired, and to exercise all
the powers necessary or convenient in and about the management of such
business.
(d) To buy, contract for, lease, and in any and all other ways
acquire, take, hold and own, and to sell, mortgage, pledge, deed in trust,
lease and otherwise dispose of patents, licenses and pro-
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cesses or rights thereunder, and franchise rights, governmental, state,
territorial, county and municipal grants and concessions of every character
of which this corporation may deem advantageous in the prosecution of its
business, or in the maintenance, operation, development or extension of its
properties.
(e) To enter into, make, perform and carry out contracts of every
kind for any lawful purpose without limit to amount, with any person, firm,
association or corporation, municipality, county, parish, state, territory,
government or other municipal or governmental subdivision.
(f) From time to time to apply for, acquire by assignment,
purchase, transfer or otherwise, exercise, carry out and enjoy any benefit,
right, privilege, prerogative or power conferred by, acquired under or
granted by any statute, ordinance, order, license, power, authority,
franchise, commission, right or privilege which any government or authority
or governmental agency or corporation or other public body may be empowered
to enact, make or grant; to pay for, aid in, and contribute toward carrying
the same into effect and to appropriate any of this corporation's shares,
and/or assets to defray the costs, charges and expenses thereof.
(g) To borrow money; to issue bonds, notes, debentures or other
obligations of this corporation from time to time for any of the objects or
purposes of this corporation, and to secure the same by mortgage, pledge,
deed of trust or otherwise, or to issue the same unsecured.
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(h) To lend money; to purchase, acquire, own, hold, guarantee,
sell, assign, transfer, mortgage, pledge or otherwise dispose of and deal in
shares, bonds, notes, debentures, or other securities or evidences of
indebtedness of any other person, corporation or association, whether
domestic or foreign, and whether now or hereafter organized or existing; and
while the holder thereof to exercise all the rights, powers and privileges of
ownership including the right to vote thereon, to the same extent as a
natural person might or could do.
(i) To promote or to aid in any manner, financially or otherwise,
any person, corporation or association of which any shares, bonds, notes,
debentures or other securities or evidences of indebtedness are held directly
or indirectly by this corporation; and for this purpose to guarantee the
contracts, dividends, shares, bonds, debentures, notes and other obligations
of such persons, corporations or associations; and to do any other acts or
things designed to protect, preserve, improve or enhance the value of such
shares, bonds, notes, debentures or other securities or evidences of
indebtedness.
(j) To carry on any business whatsoever which this corporation may
deem proper or convenient in connection with any of the foregoing purposes or
otherwise or which may be calculated directly or indirectly to promote the
interests of this corporation or to enhance the value of its property or
business; to conduct its business in this state, or other states, in the
District of Columbia, in the territories and colonies of the United States,
or in foreign
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countries, and to hold, purchase, mortgage and convey real and personal
property, either in or out of the State of California, and to exercise all
the powers conferred by the Laws of California upon corporations formed under
the laws pursuant to and under which this corporation is formed as such laws
are now in effect or may at any time hereafter be amended.
(k) To carry out all or any part of the foregoing objects and
purposes as principal, agent, contractor or otherwise, either alone or in
conjunction with any person, firm, association or other corporation, and in
any part of the world and in carrying on its business and for the purpose of
attaining or furthering any of its objects or purposes, to make and perform
such contracts of any kind and description, to do such acts and things, and
to exercise any and all such powers, as a natural person could lawfully make,
perform, do or exercise, provided that the same be not inconsistent with the
laws of the State of California.
(l) To do each and every thing necessary, suitable or proper for
the accomplishment of any of the purposes or the attainment of any one or
more of the objects herein enumerated, or which shall at any time appear
proper and conducive for the protection or benefit of this corporation.
The foregoing statement of purposes shall be construed as a
statement of both purposes and powers and the purposes and the powers stated
in each clause shall in no way be limited or restricted by reference to or
inference from the terms or provisions of any other clause.
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THREE: The County in the State of California where the principal
office for the transaction of the business of this corporation is to be
located is Santa Clara County.
FOUR: This corporation is authorized to issue only one class of
shares of stock, the total number of such shares is seven thousand five
hundred (7,500), each of such shares of stock is to have a par value of Ten
Dollars ($10.00), and the aggregate par value of all shares having a par
value is Seventy-Five Thousand Dollars ($75,000.00).
FIVE: (a) The number of the directors of this corporation shall be
four (4).
(b) The names and addresses of the persons who are appointed
to act as the first directors of this corporation are:
NAME ADDRESS
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HALSEY C. BURKE, 2250 So. 10th St., San Jose, California
NORMAN R. BURKE, 2250 So. 10th St., San Jose, California
D. W. KUTNEWSKY, 2250 So. 10th St., San Jose, California
VIRGIL C. PRICE, 2250 So. 10th St., San Jose, California
IN WITNESS WHEREOF, for the purpose of forming this corporation
under the laws of the State of California, we, the undersigned, constituting
the incorporators of this corporation, including the persons named
hereinabove as the first directors of this corporation, have executed these
Articles of Incorporation on SEP. 10 1971.
/s/ Halsey C. Burke /s/ Norman R. Burke
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Halsey C. Burke Norman R. Burke
/s/ D.W. Kutnewsky /s/ Virgil C. Price
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D.W. Kutnewsky Virgil C. Price
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STATE OF CALIFORNIA )
) ss:
COUNTY OF SANTA CLARA )
On SEP. 10 1971, before me the undersigned, a Notary Public in and for
said County and State, residing therein, duly commissioned and sworn,
personally appeared HALSEY C. BURKE, NORMAN R. BURKE, D.W. KUTNEWSKY and
VIRGIL C. PRICE, known to me to be the persons whose names are subscribed to
the foregoing ARTICLES OF INCORPORATION, and acknowledged to me that they
executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal on the day and year first above written.
/s/ Stephen H. Pray
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STEPHEN H. PRAY
Notary Public in and for said County
And State
[SEAL]
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CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
HALSEY C. BURKE NORMAN R. BURKE and D. W. KUTNEWSKY certify that:
1. They constitute a majority of the directors of BURKE TIRE
MATERIALS, INC., a California corporation.
2. They hereby adopt the following amendment of the articles of
incorporation of the corporation:
Article One is amended to read as follows:
"ONE. That the name of this Corporation is:
BURKE CUSTOM PROCESSING, INC."
3. No shares have been issued.
/s/ Halsey C. Burke
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Halsey C. Burke, Director
/s/ Norman R. Burke
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Norman R. Burke, Director
/s/ D. W. Kutnewsky
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D. W. Kutnewsky, Director
The undersigned declare under penalty of perjury that the matters
set forth in the foregoing certificate are true of their own knowledge.
Executed at San Jose, California, on December 10, 1979.
/s/ Halsey C. Burke
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Halsey. C. Burke
/s/ Norman R. Burke
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Norman R. Burke
/s/ D. W. Kutnewsky
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D. W. Kutnewsky