RESTATED ARTICLES OF INCORPORATION
of
SIMPSON INDUSTRIES, INC. (a Michigan Corporation)
1. These Restated Articles of Incorporation are executed
pursuant to the provisions of Sections 641 - 651, Act 284, Public
Acts of 1972.
2. The present name of the corporation is Simpson
Industries, Inc.
3. All of the former names of the corporation are as
follows: Simpson Company, Simpson Manufacturing Company.
4. The date of filing the original articles of
incorporation was July 9, 1945.
5. The following Restated Articles of Incorporation
supersede the original Articles of Incorporation as amended and
shall be the Articles of Incorporation of the corporation:
ARTICLE I
The name of this corporation is Simpson Industries, Inc.
ARTICLE II
The purpose or purposes for which the corporation is
organized is to engage in any activity within the purposes for
which corporations may be organized under the Business
Corporation Act of Michigan.
ARTICLE III
The location of the corporation is 917 Anderson Road,
Litchfield, Hillsdale County, Michigan 49252.
The address of the registered office in Michigan is 917
Anderson Road, Litchfield, Hillsdale County, Michigan 49252.
The current resident agent of the corporation is Robert W.
Navarre.
ARTICLE IV
The total authorized capital stock is 8,500,000 shares of
common stock with a par value of $1.00 per share. Holders of
common stock shall have equal voting rights and other rights and
shall be entitled to one vote per share. No holder of capital
stock of the corporation shall be entitled as such as a matter of
right to subscribe for, or to purchase, any part of a new or
additional issue of stock or any other reacquired shares of stock
of any class whatsoever or of any securities convertible into
stock of any class whatsoever, whether now or hereafter
authorized and whether issued for cash or other consideration.
ARTICLE V
The term of this corporation is perpetual.
ARTICLE VI
Whenever a compromise or arrangement or any plan of
reorganization of this corporation is proposed between this
corporation and its creditors or any class of them and/or between
this corporation and its shareholders or any class of them, any
court of equity jurisdiction within the state of Michigan may, on
the application of this corporation or of any creditor or any
shareholder thereof, or on the application of any receiver or
receivers appointed for this corporation, order a meeting of the
creditors or class of creditors, and/or of the shareholders or
class of shareholders, as the case may be, to be affected by the
proposed compromise or arrangement or reorganization, to be
summoned in such manner as said court directs. If a majority in
number, representing three-fourths in value of the creditors or
class of creditors, and/or of the shareholders or class of
shareholders, as the case may be, to be affected by the proposed
compromise or arrangement or reorganization, agrees to any
compromise or arrangement or to any reorganization of this
corporation as a consequence of such compromise or arrangement,
said compromise or arrangement and said reorganization shall, if
sanctioned by the court to which the said application has been
made, be binding on all the creditors or class of creditors,
and/or on all the shareholders or class shareholders, as the case
may be, and also on this corporation.
ARTICLE VII
The Board of Directors may from time to time adopt, alter,
amend supplement or repeal the By-Laws of the Corporation,
provided that any By-Laws adopted, altered, amended, supplemented
or repealed by the Board may be thereafter repealed, altered,
amended supplemented, or readopted by the shareholders of the
Corporation, and provided further that Section 2, 4, 5 and 6 of
Article IV and Article XI of the By-Laws shall not be altered,
amended supplemented or repealed, and no provisions shall be
adopted, except by affirmative vote of the holders of at least 66
2/3% of the outstanding shares of common stock of the Corporation
entitled to vote generally in the election of directors. This
Article VII shall not be altered, amended, supplemented or
repealed except by affirmative vote of the holders of at least 66
2/3% of the outstanding shares of common stock of the Corporation
entitled to vote generally in the election of directors.
ARTICLE VIII
(A) Except as set forth in paragraph (B) of this
Article, the affirmative vote or consent of the holders of not
less than two-thirds (66 2/3%) of the outstanding shares of stock
of this Corporation entitled to vote for election of directors,
voting for purposes of this Article as one class, shall be
required:
(1) to adopt any agreement for, or to
approve, the merger or consolidation of the
Corporation or any subsidiary (as hereinafter
defined) with or into any other person (as
hereinafter defined),
(2) to authorize any sale, lease,
transfer, exchange, mortgage, pledge or other
disposition to any other person of all or
substantially all of the assets of the
Corporation or any subsidiary, or
(3) to authorize the issuance or
transfer by the Corporation or any subsidiary
of any voting securities or the Corporation
or any subsidiary in exchange or payment for
the securities or assets of any other person,
if such authorization is otherwise required
by law or by any agreement between the
Corporation and any national securities
exchange or by any other agreement to which
the Corporation or any subsidiary is a party,
if, in any such case, as of the record date
for the determination of shareholders
entitled to notice thereof and to vote
thereon or consent thereto, such other person
is, or at any time within the preceding
twelve months has been, the beneficial owner
(as hereinafter defined) of 5 percent of more
of the outstanding shares of stock of the
Corporation entitled to vote in elections of
directors. If such other person is not, and
has not been, a 5 percent beneficial owner,
the provisions of this paragraph (A) shall
not apply, and the provisions of Michigan law
shall apply.
(B) The provisions of paragraph (A) of this Article
shall not apply, and the provisions of Michigan law shall apply,
to (1) any transaction described therein if the Board of
Directors by resolution shall have approved a memorandum of
understanding with such other person setting forth the principal
terms of such transaction and such transaction is substantially
consistent therewith, provided that a majority of those members
of the Board of Directors, voting in favor of such resolution
were duly elected and acting members of the Board of Directors
prior to the time such other person became the beneficial owner
of 5 percent or more of the outstanding shares of stock of the
Corporation entitled to vote for election of directors; or (2)
any transaction described therein if such other person is a
corporation of which a majority of the outstanding shares of all
classes of stock entitled to vote in elections of directors is
owned of record or beneficially by the Corporation or its
subsidiaries.
(C) The affirmative vote or consent of the holders of
not less than two-thirds (66 2/3%) of the outstanding shares of
stock of the Corporation entitled to vote for election of
directors, voting for purposes of this Article as one class,
shall be required for the adoption of any plan for the
dissolution of the Corporation if the Board of Directors shall
not have, by resolution, recommended to the shareholders the
adoption of such plan for dissolution of the corporation. If the
Board of Directors shall have so recommended to the shareholders
such plan for dissolution of the Corporation, the provisions of
Michigan law shall apply.
(D) For purposes of this Article,
(1) any specified person shall be
deemed to be the beneficial owner' of shares
of stock of the Corporation (a) which such
specified person or any of its affiliates or
associates (as such terms are hereinafter
defined) owns, directly or indirectly,
whether of record or not, (b) which such
specified person or any of its affiliates or
associates has the right to acquire pursuant
to any agreement, or upon exercise of
conversion rights, warrants or options, or
otherwise, or (c) which are beneficially
owned, directly or indirectly (including
shares deemed owned through application of
clauses (a) and (b) above), by any other
person with which such specified person or
any of its affiliates or associates has any
agreement, arrangement, or understanding for
the purpose of acquiring, holding, voting or
disposing of stock of the Corporation;
(2) a subsidiary' is any corporation
more than 49 percent of the voting securities
of which are owned, directly or indirectly,,
by the Corporation;
(3) a person' is any individual,
corporation, partnership, joint venture, or
other entity;
(4) an affiliate' of a specified
person is any person that directly, or
indirectly through one or more
intermediaries, controls, or is controlled
by, or is under common control with, the
specified person, and
(5) an associate' of a specified
person is (a) any person of which such
specified person is an officer or partner or
is, directly, or indirectly, the beneficial
owner of 10 percent or more of any class of
equity securities, (b) any trust or other
estate in which such specified person has a
substantial beneficial interest or as to
which such specified person serves as trustee
or in a similar capacity, (c) any relative or
spouse of such specified person, or any
relative of such spouse, who has the same
home as such specified person or who is a
director or officer of such specified person
or any corporation which controls or is
controlled by such specified person of (d)
any other member or partner in a partnership,
limited partnership, syndicate or other group
of which the specified person is a member or
partner and which is acting together for the
purpose of acquiring, holding or disposing of
any interest in the Corporation or any of its
subsidiaries.
(E) For purposes of determining whether a person owns
beneficially 5 percent or more of the outstanding shares of stock
of the Corporation entitled to vote in elections of directors,
the outstanding shares of stock of the Corporation shall include
shares deemed owned through application of clauses (a), (b) or
(c) of paragraph (D)(1) above but shall not include any other
shares which may be issuable, pursuant to any agreement or upon
exercise of conversion rights, warrants or options, or otherwise.
(F) The Board of Directors shall have the power and
duty to determine, for purposes of this Article, on the basis of
information known to such Board,
(1) whether any person referred to in
paragraph (A) of this Article own
beneficially 5 percent or more of the
outstanding shares of stock of the
Corporation entitled to vote in elections of
directors; and
(2) whether a proposed transaction is
substantially consistent with any memorandum
of understanding of the character referred to
in paragraph (B) of this Article.
Any such determination shall be conclusive and binding for all
purposes of this Article.
(G) This Article VIII shall not be altered, amended,
supplemented or repealed, and no provision of these Articles of
Incorporation inconsistent herewith shall be adopted, except by
the affirmative vote of the holders of at least two-thirds (66
2/3%) of the outstanding shares of stock of this Corporation
entitled to vote generally in the election of directors,
considered for this purpose as one class.
1. These Restated Articles of Incorporation were duly
adopted by the Board of Directors on the seventh day of February,
1981, in accordance with the provisions of Section 642, Act 284,
Public Acts of 1972.
2. These Restated Articles of Incorporation only restate
and integrate and do not further amend the provisions of the
Articles of Incorporation as heretofore amended and there is no
material discrepancy between those provisions and the provisions
of these Restated Articles.
Signed this 3 day of March, 1981.
SIMPSON INDUSTRIES, INC.
By: /S/ Robert W. Navarre
Robert W. Navarre, President
PAGE
CERTIFICATE OF MERGER
Filed by
SIMPSON INDUSTRIES, INC.
Pursuant to Section 712 of the Michigan Business Corporation
Act, Simpson Industries, Inc. executes the following Certificate
of Merger.
1. The name of the corporation is Simpson Industries,
Inc., a Michigan corporation (the "Company"). The location of
the Company's registered office is 917 Anderson Road, Litchfield,
Michigan 49252.
2. The following Plan of Merger was adopted by the Board
of Directors of the Company in accordance with Section 711(1),
Act 284, P.A. 1972, on June 1, 1982:
Simpson Industries, Inc., a Michigan corporation
(the "Company"), owning all of the issued and
outstanding shares of Teer, Wickwire & Company and
Marben Corporation, both Michigan corporations (the
"Subsidiaries"), hereby adopts this Plan of Merger to
merge the Subsidiaries into the Company pursuant to
Section 711(1), Act 284, P.A. 1972, on the following
terms and conditions:
(a) The Company has authorized capital stock
consisting of 8,500,000 shares of common stock,
par value $1.00 per share, of which 3,418,924
shares are issued and outstanding and will be
issued and outstanding on the effective date of
the merger; pursuant to Section 711(1), Act 284,
P.A. 1972, such shares are not entitled to vote on
the merger.
(b) Teer, Wickwire & Company has authorized
capital stock consisting of 50,000 shares of
common stock, par value $1.00 per share, of which
100 shares are issued and outstanding on the
effective date of the merger; Marben Corporation
has authorized capital stock consisting of 25,000
shares of common stock, par value $10.00 per
share, of which 16,200 shares are issued and
outstanding and will be issued and outstanding on
the effective date of the merger; pursuant to
Section 711(1), Act 284, P.A. 1972, such shares
are not entitled to vote on the merger.
(c) On the effective date of the merger, the
Subsidiaries shall be merged into the Company.
The Company shall be the surviving corporation
with its corporate existence unaffected and
unimpaired by the merger. The separate existence
and corporate organization of the Subsidiaries
shall cease upon the effective date of the merger.
(d) On the effective date of the merger,
each share of the capital stock of the Company
issued and outstanding shall continue as an
identical share of the Company, as the surviving
corporation.
(e) On the effective date of the merger,
each share of the capital stock of the
Subsidiaries issued and outstanding shall be
cancelled and shall cease to exist without any
action on the part of the holder thereof.
(f) If at any time the Company shall
determine that additional conveyances, documents,
or other action are necessary to carry out the
provisions of the Plan of Merger, the officers and
directors of the Subsidiaries as of the effective
date of this merger shall execute such conveyances
or documents or take such action.
(g) The effective date of the merger shall
be June 30, 1982.
Signed this 21st day of June, 1982.
SIMPSON INDUSTRIES, INC.
By: /S/ R.W. Navarre
R.W. Navarre, President
PAGE
CERTIFICATE OF MERGER
Filed by
SIMPSON INDUSTRIES, INC.
Pursuant to Section 712 of the Michigan Business Corporation
Act, Simpson Industries, Inc. executes the following Certificate
of Merger.
1. The name of the corporation is Simpson Industries,
Inc., a Michigan corporation (the "Company"). The location of
the Company's registered office is 917 Anderson Road, Litchfield,
Michigan 49252.
2. The following Plan of Merger was adopted by the Board
of Directors of the Company in accordance with Section 711(1),
Act 284, P.A. 1972, on June 21, 1982:
Simpson Industries, Inc., a Michigan corporation
(the "Company"), owning all of the issued and
outstanding shares of Lee Stamping and Machine, Inc., a
Michigan corporation (the "Subsidiary"), hereby adopts
this Plan of Merger to merge the Subsidiary into the
Company pursuant to Section 711(1), Act 284, P.A. 1972,
on the following terms and conditions:
(a) The Company has authorized capital
stock consisting of 8,500,000 shares of
common stock, par value $1.00 per share, of
which 4,118,924 shares are issued and
outstanding and will be issued and
outstanding on the effective date of the
merger; pursuant to Section 711(1), Act 284,
P.A. 1972, such shares are not entitled to
vote on the merger.
(b) Lee Stamping and Machine, Inc. has
authorized capital stock consisting of 1,000
shares of common stock, par value $100.00 per
share of which 135 shares are issued and
outstanding and will be issued and
outstanding on the effective date of the
merger; pursuant to Section 711(1), Act 284,
P.A. 1972, such shares are not entitled to
vote on the merger.
(c) On the effective date of the
merger, the Subsidiary shall be merged into
the Company. The Company shall be the
surviving corporation with its corporate
existence unaffected and unimpaired by the
merger. The separate existence and corporate
organization of the Subsidiary shall cease
upon the effective date of the merger.
(d) On the effective date of the merger,
each share of the capital stock of the Company
issued and outstanding shall continue as an
identical share of the Company, as the surviving
corporation.
(e) On the effective date of the
merger, each share of the capital stock of
the Subsidiary issued and outstanding shall
be cancelled and shall cease to exist without
any action on the part of the holder thereof.
(f) If at any time the Company shall
determine that additional conveyances, documents,
or other action are necessary to carry out the
provisions of the Plan of Merger, the officers and
directors of the Subsidiary as of the effective
date of this merger shall execute such conveyances
or documents or take such action.
(g) The effective date of the merger shall
be June 30, 1982.
Signed this 29th day of June, 1982.
SIMPSON INDUSTRIES, INC.
By: /S/ K E Berman
Kenneth E. Berman
Its: Vice President
PAGE
CERTIFICATE OF ASSUMED NAME
Pursuant to the provisions of Section 217, Act 284, Public
Acts of 1972, as amended, the undersigned corporation executes
the following Certificate:
1. The true name of the corporation is Simpson Industries,
Inc.
2. The location of the registered office in Michigan is:
917 Anderson Road, Litchfield, Michigan 49252
3. The assumed name under which the business is to be
transacted is: Marben Corporation
Signed this 29th day of June, 1982
By: /S/ K E Berman
Kenneth E. Berman, Vice President - Finance
PAGE
CERTIFICATE OF CHANGE OF REGISTERED OFFICE
AND/OR CHANGE OF RESIDENT AGENT
1. The name of the corporation is Simpson Industries, Inc.
2. The address of its registered office as currently on file
with the Corporation and Securities Bureau is 917 Anderson Road,
Litchfield, Michigan 49252
3. The address of the registered office is changed to 615
Griswold, Suite 1414, Detroit, Michigan 48226.
4. The name of the resident agent as currently on file with the
Corporation and Securities Bureau is Robert W. Navarre.
5. The name of the successor resident agent is The Corporation
Company
6. The corporation further states that the address of its
registered office and the address of the business office of its
resident agent, as changed, are identical.
7. The changes designated above were authorized by resolution
duly adopted by its board of directors or trustees.
Signed this 7th day of October, 1982
By: /S/ Frank K. Zinn
Frank K. Zinn, Assistant Secretary
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
1. The present name of the corporation is: Simpson Industries,
Inc.
2. The corporation identification number (CID) assigned by the
Bureau is 034-302
3. The location of its registered office is: 615 Griswold,
(Suite 1414), Detroit, Michigan 48226
4. Article IV of the Articles of Incorporation is hereby
amended to read as follows:
The total authorized capital stock is 17,000,000 shares of
common stock, par value $1.00 per share. Holders of common stock
shall have equal voting rights and other rights and shall be
entitled to one vote per share. No holder of capital stock of
the corporation shall be entitled as such as a matter of right to
subscribe for, or to purchase, any part of a new or additional
issue of stock or any other reacquired shares of stock of any
class whatsoever or of any securities convertible into stock of
any class whatsoever, whether now or hereafter authorized and
whether issued for cash or other consideration.
5(b) The foregoing amendment to the Articles of Incorporation was
duly adopted on the 11th day of November, 1986. The amendment
was duly adopted in accordance with Section 611(2) of the Act by
the vote of the shareholders if a profit corporation, or by the
vote of the shareholders or members if a nonprofit corporation,
or by the vote of the directors if a nonprofit corporation
organized on a non stock directorship basis. The necessary votes
were cast in favor of the amendment.
Signed this 11th day of November, 1986
By: /S/ R W Navarre
Robert W. Navarre, President
PAGE
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
1. The present name of the corporation is: Simpson Industries,
Inc.
2. The corporation identification number (CID) assigned by the
Bureau is 034-302
3. The location of its registered office is: 615 Griswold,
(Suite 1414), Detroit, Michigan 48226
4. Article IV of the Articles of Incorporation is hereby
amended to read as follows:
The total authorized capital stock is 35,000,000 shares of
common stock, par value $1.00 per share. Holders of common stock
shall have equal voting rights and other rights and shall be
entitled to one vote per share. No holder of capital stock of
the corporation shall be entitled as such as a matter of right to
subscribe for, or to purchase, any part of a new or additional
issue of stock or any other reacquired shares of stock of any
class whatsoever or of any securities convertible into stock of
any class whatsoever, whether now or hereafter authorized and
whether issued for cash or other consideration.
The Articles of Incorporation are hereby further amended by
adding a new Article IX as set forth on the attached Exhibit A
5(b) The foregoing amendment to the Articles of Incorporation was
duly adopted on the 23rd day of May, 1988. The amendment was
duly adopted in accordance with Section 611(2) of the Act by the
vote of the shareholders if a profit corporation, or by the vote
of the shareholders or members if a nonprofit corporation, or by
the vote of the directors if a nonprofit corporation organized on
a nonstock directorship basis. The necessary votes were cast in
favor of the amendment.
Signed this 8th day of July, 1988
By: /S/ R W Navarre
Robert W. Navarre, President
PAGE
EXHIBIT A
ARTICLE IX
(a) No director of the Corporation shall be personally
liable to the Corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director, provided that
the foregoing shall not eliminate or limit the liability of a
director for any of the following: (i) breach of the director's
duty of loyalty to the Corporation or its shareholders; (ii) acts
or omissions not in good faith or that involve intentional
misconduct or knowing violation of law; (iii) a violation of
Section 551(1) of the Michigan Business Corporation Act; (iv) a
transaction from which the director derived an improper personal
benefit; or (v) an act or omission occurring before the date on
which this Article IX became effective. If the Michigan Business
Corporation Act hereafter is amended to authorize the further
elimination or limitation of the liability of directors, then the
liability of a director of the corporation, in addition to the
limitation on personal liability contained herein, shall be
limited to the fullest extent permitted by the amended Michigan
Business Corporation Act. No amendment or repeal of this Article
IX shall apply to or have any effect on the liability or alleged
liability of any director of the corporation for or with respect
to any acts or omissions of such director occurring prior to such
amendment or repeal.
(b)(1) Each individual who was or is made a party to or is
involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that such individual, or an
individual of whom such individual is the legal representative,
(i) is or was a director or officer of the Corporation, or (ii)
is or was serving (at such time as such individual is or was a
director or officer of the Corporation) at the request of the
Corporation as a director, officer, partner, trustee,
administrator, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, partner,
trustee, administrator, employee or agent or in any other
capacity while serving as a director, officer, partner, trustee,
administrator, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by
the Michigan Business Corporation Act, as the same exists or may
hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees,
judgments, fines and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an
indemnitee who has ceased to be a director or officer, and shall
inure to the benefit of such indemnitee's heirs, executors and
administrators; provided, however, that except as provided in
paragraph (b)(2) hereof with respect to proceedings to enforce
rights to indemnification, the Corporation shall indemnify any
such indemnitee seeking indemnification in connection with a
proceeding (or part thereof) initiated by such indemnitee only if
such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation. The right to indemnification
conferred in this Section shall be a contract right and shall
include the right to paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final
disposition (hereinafter "advances"); provided, however, that,
the payment of such expenses incurred by an indemnitee in advance
of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of
such indemnitee, to repay all advances if it shall ultimately be
determined by final judicial decision that such indemnitee is not
entitled to be indemnified under this Section or otherwise. The
Corporation may, by action of its Board of Directors or by action
of any person to whom the Board of Directors has delegated such
authority, provide indemnification to other employees and agents
of the Corporation with the same scope and effect as the
foregoing indemnification.
(b)(2) If a claim under paragraph (b)(1) of this Section is
not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the
indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit or in a suit
brought by the Corporation to recover advances, the indemnitee
shall be entitled to be paid also the expense of prosecuting or
defending such claim. In any action brought by the indemnitee to
enforce a right hereunder (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding
in advance of its final disposition where the required
undertaking has been tendered to the Corporation) it shall be a
defense that, and in any action brought by the Corporation to
recover advances the Corporation shall be entitled to recover
such advances if, the indemnitee has not met the applicable
standard of conduct set forth int eh Michigan Business
Corporation Act. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or
its shareholders) to have made a determination prior to the
commencement of such action that indemnification of the
indemnitee is proper in the circumstances because the indemnitee
has met the applicable standard of conduct set forth in the
Michigan Business Corporation Act, nor an actual determination by
the Corporation (including its Board of Directors, independent
legal counsel, or its shareholders) that the indemnitee has not
met such applicable standard of conduct, shall be a defense to an
action brought by the indemnitee or create a presumption that the
indemnitee has not met the applicable standard of conduct. In
any action brought by the indemnitee to enforce a right hereunder
or by the Corporation to recover payments by the Corporation of
advances, the burden of proof shall be on the Corporation.
(b)(3) The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article shall not be
exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Articles of
Incorporation, Bylaw, agreement, vote of shareholders or
disinterested directors or otherwise.
(b)(4) The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or
agent of the Corporation or another corporation, partnership,
joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or
loss under the Michigan Business Corporation Act.
PAGE
CERTIFICATE AND PLAN OF MERGER
OF
SIMPSON INDUSTRIES (North Carolina), INC.
INTO
SIMPSON INDUSTRIES, INC.
Pursuant to the provisions of Act 284, Public Acts of 1972,
as amended, Simpson Industries, Inc., a Michigan corporation (the
"Parent"), and Simpson Industries (North Carolina), Inc., a North
Carolina corporation (the "Subsidiary"), execute the following
Certificate:
1. Name of Constituent Corporations. The name of each
constituent corporation and its corporation identification number
("CID") are Simpson Industries, Inc., CID 034-302, and Simpson
Industries (North Carolina), Inc., a North Carolina corporation,
which has no CID.
2. Surviving Corporation. The name of the surviving
corporation and its corporation identification number are Simpson
Industries, Inc., CID 034-302.
3. Stock of Constituent Corporations. As to each
constituent corporation, the designation and number of
outstanding shares of each class or series and the voting rights
thereof are as follows:
Designation and Class or
Number of Out- Class or Series
standing Shares Series Entitled
in Each Class Entitled to Vote
Name of Corporation or Series to Vote As a Class
Simpson Industries,
Inc. Common Stock, Common Common
9,736,001 shares
outstanding
Simpson Industries
(North Carolina),
Inc. Common Stock, Common Common
$1.00 par value
25,000 shares
outstanding
The number of shares is not subject to change prior to the
effective date of the merger.
4. Manner and Basis of Conversion of Stock. The terms and
conditions of the merger, including the manner and basis of
converting the shares of each constituent corporaiton into shares
of the surviving corporation or other consideration, are as
follows:
(a) On the effective date of the merger, all shares of the
outstanding stock of the Subsidiary shall be virtue of the
merger by cancelled and retired and all rights in respect
thereof shall cease.
(b) Each outstanding share of Parent Common Stock shall
remain one share of Common Stock of the surviving
corporation, which shall be validly issued and outstanding,
fully paid and nonassessable, and shall not be liable to any
further call, nor shall the holder thereof be liable for any
further payments with respect thereto.
5. Articles of Incorporation. No amendment to the
Articles of Incorporation of the surviving corporation shall be
effected by the merger.
6. Succession. On the effective date of the merger, the
Subsidiary shall merge into a single corporation, which shall be
the Parent, as the surviving corporation, and the separate
existence of the Subsidiary shall cease. The Parent shall
succeed to all of the properties, rights and other assets of the
Subsidiary and shall be subject to all the liabilities of the
Subsidiary, without further action by any corporation, in
accordance with the Michigan Business Corporation Act.
7. Execution of Documents. The board of directors and
officers of the Parent and the Subsidiary are authorized and
directed to do all things necessary to carry out this Plan of
Merger.
8. Adoption of Plan of Merger Under North Carolina Law.
The merger is permitted by the laws of the State of North
Carolina, the jurisdiction under which the Subsidiary is formed,
and this Certificate and Plan of Merger was adopted and approved
by the Subsidiary pursuant to and in accordance with the laws of
that jurisdiction.
9. Parent's Ownership of Subsidiary. The Parent owns all
of the outstanding shares of common stock of the Subsidiary as
listed in Paragraph 3 of this Certificate and Plan of Merger.
10. Effective Date. This Plan of Merger shall be effective
as of December 31, 1991.
11. Governing Law. This Plan of Merger shall be governed
by Michigan law.
Dated: December 17, 1991 SIMPSON INDUSTRIES, INC.
By: /S/ R W Navarre
Title: Chairman of the Board
SIMPSON INDUSTRIES (North
Carolina), Inc.
By: /S/ R W Navarre
Title: Chairman of the Board
PAGE
CT SYSTEM
May 5, 1993
Thomas Pierson, Deputy Director
Michigan Department of Commerce
Corporation & Security Bureau
6546 Mercantile Way
Lansing, Michigan 48909
Re: CHANGE OF REGISTERED OFFICE ADDRESS
Dear Mr. Pierson:
This letter is to certify that The Corporation Company has
changed its address from: 615 Griswold Street, Detroit, Michigan
48226 to: 30600 Telegraph Road, Bingham Farms, Michigan 48025.
We will notify all active corporations for which The Corporation
Company is the resident agent of this change of address.
Enclosed is our check for $52,000.00 to cover the filing fee for
the 10,294 active profit and non-profit corporations for which
your records indicate The Corporation Company is agent. This
payment will include the fee for providing us with an
alphabetical listing of the names of all the corporations for
which the registered office has been changed. Also included in
this payment is the fee for a clean-up list which we will request
within 30 days of the filing.
Please confirm in writing the date that this change was
effectuated on your records.
Thank you in advance for your cooperation.
Very truly yours,
/S/ Kenneth J. Uva
Kenneth J. Uva
Vice President
Sworn before me this 5th day of May, 1993.
/S/ Theresa Alfrin
PAGE
CERTIFICATE AND PLAN OF MERGER
OF
AUTOMATED PRODUCTION SERVICES, INC.
INTO
SIMPSON INDUSTRIES, INC.
Pursuant to the provisions of Act 284, Public Acts of 1972,
as amended, Simpson Industries, Inc., a Michigan corporation (the
"Parent"), and Automated Production Services, Inc., a Delaware
corporation (the "Subsidiary"), execute the following
Certificate:
1. Name of Constituent Corporations. The name of each
constituent corporation and its corporate identification number
("CID") are Simpson Industries, Inc., CID 034-302, and Automated
Production Services, Inc., a Delaware corporation, which has no
CID.
2. Surviving Corporation. The name of the surviving
corporation and its corporation identification number are Simpson
Industries, Inc., CID 034-302.
3. Stock of Constituent Corporations. As to each
constituent corporation, the designation and number of
outstanding shares of each class or series and the voting rights
thereof are as follows:
Designation and Class or
Number of Out- Class or Series
standing Shares Series Entitled
in Each Class Entitled to Vote
Name of Corporation or Series to Vote As a Class
Simpson Industries,
Inc. Common Stock, Common Common
11,914,674 Shares
outstanding
Automated Production
Services, Inc. Common Stock, Common Common
$1.00 par value
500 Shares
outstanding
The number of shares is not subject to change prior to the
effective date of the merger.
4. Manner and Basis of Conversion of Stock. The terms and
conditions of the merger, including the manner and basis of
converting the shares of each constituent corporation into shares
of the surviving corporation or other consideration, are as
follows:
(a) On the effective date of the merger, all shares of the
outstanding stock of the Subsidiary shall be virtue of the
merger by cancelled and retired and all rights in respect
thereof shall cease.
(b) Each outstanding share of Parent Common Stock shall
remain one share of Common Stock of the surviving
corporation, which shall be validly issued and outstanding,
fully paid and nonassessable, and shall not be liable to any
further call, nor shall the holder thereof be liable for any
further payments with respect thereto.
5. Articles of Incorporation. No amendment to the
Articles of Incorporation of the surviving corporation shall be
effected by the merger.
6. Succession. On the effective date of the merger, the
Subsidiary shall merge into a single corporation, which shall be
the Parent, as the surviving corporation, and the separate
existence of the Subsidiary shall cease. The Parent shall
succeed to all of the properties, rights and other assets of the
Subsidiary and shall be subject to all the liabilities of the
Subsidiary, without further action by any corporation, in
accordance with the Michigan Business Corporation Act.
7. Execution of Documents. The board of directors and
officers of the Parent and the Subsidiary are authorized and
directed to do all things necessary to carry out this Plan of
Merger.
8. Adoption of Plan of Merger Under Delaware Law. The
merger is permitted by the laws of the State of Delaware, the
jurisdiction under which the Subsidiary is formed, and this
Certificate and Plan of Merger was adopted and approved by the
Subsidiary pursuant to and in accordance with the laws of that
jurisdiction.
9. Parent's Ownership of Subsidiary. The Parent owns all
of the outstanding shares of common stock of the Subsidiary as
listed in Paragraph 3 of this Certificate and Plan of Merger.
10. Effective Date. This Plan of Merger shall be effective
as of December 31, 1993.
11. Governing Law. This Plan of Merger shall be governed
by Michigan law.
Dated: December 20, 1993 SIMPSON INDUSTRIES, INC.
By: /S/ Roy E. Parrott
Title: President
AUTOMATED PRODUCTION
SERVICES, INC.
By: /S/ Roy E. Parrott
Title: President
PAGE
CERTIFICATE OF RENEWAL OF ASSUMED NAME
1. The corporate name, resident agent, and mailing address of
its registered office are:
Simpson Industries, Inc.
The Corporation Company
30600 Telegraph Road
Bingham Farms, MI 48025
Identification Number: 034302
2. The assumed name under which business is transacted is:
Gladwin Machine Products Co.
3. The registration of the assumed name is extended for a
period expiring on December 31 of the fifth full calendar year
following the year in which this renewal is filed, unless sooner
terminated.
Signed this 8th day of October, 1996
By: /S/ James E. Garpow
James E. Garpow, Treasurer
PAGE
CERTIFICATE OF RENEWAL OF ASSUMED NAME
1. The corporate name, resident agent, and mailing address of
its registered office are:
Simpson Industries, Inc.
The Corporation Company
30600 Telegraph Road
Bingham Farms, MI 48025
Identification Number: 034302
2. The assumed name under which business is transacted is:
Middleville Manufacturing Co.
3. The registration of the assumed name is extended for a
period expiring on December 31 of the fifth full calendar year
following the year in which this renewal is filed, unless sooner
terminated.
Signed this 8th day of October, 1996
By: /S/ James E. Garpow
James E. Garpow, Treasurer
PAGE
CERTIFICATE OF RENEWAL OF ASSUMED NAME
1. The corporate name, resident agent, and mailing address of
its registered office are:
Simpson Industries, Inc.
The Corporation Company
30600 Telegraph Road
Bingham Farms, MI 48025
Identification Number: 034302
2. The assumed name under which business is transacted is:
Simpson Manufacturing Co.
3. The registration of the assumed name is extended for a
period expiring on December 31 of the fifth full calendar year
following the year in which this renewal is filed, unless sooner
terminated.
Signed this 8th day of October, 1996
By: /S/ James E. Garpow
James E. Garpow, Treasurer
PAGE
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
1. The present name of the corporation is: Simpson Industries,
Inc.
2. The identification number assigned by the Bureau is: 034-302.
3. The location of the registered office is:
30600 Telegraph Road, Bingham Farms, Michigan 48025
4. Article III of the Articles of Incorporation is hereby
amended to read as follows:
The total authorized capital is 55,000,000 shares
of common stock, par value $1.00 per share. Holders of
the common stock shall have equal voting rights and
other rights and shall be entitled to one vote per
share. No holder of capital stock of the corporation
shall be entitled as such as a matter of right to
subscribe for, or to purchase, any part of a new or
additional issue of stock or any other reacquired
shares of stock of any class whatsoever or of any
securities convertible into stock of any class
whatsoever, whether now or hereafter authorized and
whether issued for cash or other consideration.
5. Not applicable.
6. The foregoing amendment to the Articles of Incorporation was
duly adopted on the 22nd day of April, 1997, by the shareholders
if a profit corporation, or by the shareholders or members if a
nonprofit corporation at a meeting. The necessary votes were
cast in favor of the amendment.
Signed this 5th day of May, 1997
By: /S/ Roy E. Parrott
President and Chief Executive Officer
7. Not applicable.
PAGE
CERTIFICATE OF RENEWAL OF ASSUMED NAME
1. The corporate name, resident agent, and mailing address of
its registered office are:
Simpson Industries, Inc.
The Corporation Company
30600 Telegraph Road
Bingham Farms, MI 48025
Identification Number: 034302
2. The assumed name under which business is transacted is:
Marben Corporation
3. The registration of the assumed name is extended for a
period expiring on December 31 of the fifth full calendar year
following the year in which this renewal is filed, unless sooner
terminated.
Signed this 4th day of December, 1997
By: /S/ James E. Garpow
James E. Garpow, Assistant Treasurer and
Assistant Secretary
PAGE
CERTIFICATE OF CORRECTION
Pursuant to the provisions of Act 284, Public Acts of 1972
(profit corporations), Act 162, Public Acts of 1982 (nonprofit
corporations), or Act 23, Public Acts of 1993 (limited liability
companies), the undersigned corporation or limited liability
company executes the following Certificate:
1. The name of the corporation or limited liability company is:
Simpson Industries, Inc.
2. The identification number assigned by the Bureau is: 034-302
3. The corporation or limited liability company is formed under
the laws of the State of Michigan.
4. That Restated Articles of Incorporation were filed by the
Bureau on April 1, 1981 and that said document requires
correction.
5. Describe the inaccuracy or defect contained in the above
named document:
A phrase was inadvertently omitted from the second line
on page 3 which should read, after the word
"provisions"; "of the Bylaws or of these Articles of
Incorporation inconsistent with such Bylaw provisions .
. ."
6. The document is corrected as follows:
ARTICLE VII
The Board of Directors may from time to time
adopt, alter, amend, supplement or repeal the By-Laws
of the Corporation, provided that any By-Laws adopted,
altered, amended, supplemented or repealed by the Board
may be thereafter repealed, altered, amended,
supplemented, or readopted by the shareholders of the
Corporation, and provided further that Sections 2, 4, 5
and 6 of the Article IV and Article XI of the By-Laws
shall not be altered, amended, supplemented or
repealed, and no provisions of the By-Laws or of these
Articles of Incorporation inconsistent with such By-Law
provisions shall be adopted, except by affirmative vote
of the holders of at least 66 2/3% of the outstanding
shares of common stock of the Corporation entitled to
vote generally in the election of directors. This
Article VII shall not be altered, amended, supplemented
or repealed except by affirmative vote of the holders
of at least 66 2/3% of the outstanding shares of common
stock of the Corporation entitled to vote generally in
the election of directors.
Signed this 28 day of January, 1998
By: /S/ R. E. Parrott
Roy E. Parrott, President