Exhibit 3(a)
C&S-510 (Rev. 1-84)
- -------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- -------------------------------------------------------------------------
(For Bureau Use Only) Date Received
Oct 12 1988
FILED
Oct 12 1988
Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau
- -------------------------------------------------------------------------
RESTATED ARTICLES OF INCORPORATION
For Use by Domestic Profit Corporations
Pursuant to the provisions of Act 284, Public Acts of 1972, as
amended, the undersigned corporation executes the following Articles:
1. The present name of the corporation is:
Howell Industries, Inc.
2. The corporation identification number (CID) assigned by the Bureau is:
184-966
3. All former names of the corporation are:
Detroit Macoid Corporation
Macoid Industries, Inc.
4. The date of filing the original Articles of Incorporation was:
July 9, 1934
- -------------------------------------------------------------------------
The following Restated Articles of Incorporation supersede the
Articles of Incorporation as amended and shall be the Articles of
Incorporation for the corporation:
- -------------------------------------------------------------------------
ARTICLE I
- -------------------------------------------------------------------------
The name of the corporation is:
Howell Industries, Inc.
1
- -------------------------------------------------------------------------
ARTICLE II
- -------------------------------------------------------------------------
The purpose or purposes for which the corporation is organized are:
To manufacture, purchase, distribute, compound, sell at retail
and wholesale and generally deal in plastic materials and plastic
products.
To manufacture, purchase or otherwise acquire goods, wares,
merchandise, and personal property of every class and description, and
to hold, own, sell or otherwise dispose of, trade, deal in and deal
with the same.
To buy, sell, deal in, lease, hold or improve real estate, and
the fixtures and personal property incidental thereto or connected
therewith, and with that end in view, to acquire by purchase, lease,
hire, or otherwise, lands, tenements, hereditaments, or any interest
therein, and to improve the same, and generally to hold, manage, deal
with, and improve the property of the corporation; and to sell, lease,
mortgage, pledge or otherwise dispose of the lands, tenements and
hereditaments or other property of the corporation.
To borrow or raise moneys for any of the purposes of the
corporation and from time to time, without limit as to amount, to
draw, make, accept, endorse, execute and issue promissory notes,
drafts, bills of exchange, warrants, bonds, debentures and other
negotiable and non-negotiable instruments and evidence of
indebtedness, and to secure the payment of any thereof and of the
interest thereon by mortgage, pledge, conveyance or assignment in
trust of the whole or any part of the property of the corporation,
whether at the time owned or thereafter acquired, and to sell, pledge,
or otherwise dispose of such bonds or other obligations of the
corporation for its corporate purposes.
In general, to carry on any business in connection therewith and
incidental thereto not forbidden by the laws of the State of Michigan,
and with all the powers conferred upon corporations by the laws of the
State of Michigan.
- -------------------------------------------------------------------------
ARTICLE III
- -------------------------------------------------------------------------
The total authorized capital stock is:
1. Common Shares N/A Par Value Per Share $
------------- ------------
Preferred Shares 250,000 Par Value Per Share $ 1.00
------------- ------------
and/or shares without par value as follows:
2
2. Common Shares 2,500,000 Stated Value Per Share $ 1.87
------------- ------------
Preferred Shares N/A Stated Value Per Share $
------------- ------------
3. A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:
The holders of shares of Common Stock, and the holders of shares
of Preferred Stock, shall be entitled to one (1) vote for each share
held without distinction between classes except as required by law.
All shares of Preferred Stock shall be identical, except that the
Board of Directors shall have authority to divide the shares of
Preferred Stock into series and fix from time to time before issuance,
the number of shares to be included in any series and the designation,
relative rights, preferences and limitations of all shares of such
series. The authority of the Board of Directors with respect to each
series shall include the determination of any or all of the following,
and the shares of each series may vary from the shares of any other
series in the following respects:
(a) the number of shares constituting such series and the
designation thereof to distinguish the shares of such series from
the shares of all other series;
(b) the rate of dividend and the extent of further
participation in dividend distribution, if any;
(c) the price at and the terms and conditions on which the
shares are redeemable;
(d) the amount payable upon shares in event of voluntary or
involuntary liquidation;
(e) the terms and conditions upon which the shares are
convertible into other classes of stock of the corporation, if
such shares are to be convertible.
Dividends on all outstanding shares of Preferred Stock must be
declared and paid, or set aside for payment, before any dividends can
be declared and paid, or set aside for payment, on the shares of
Common Stock with respect to the same dividend period.
In the event of voluntary or involuntary dissolution,
liquidation, or winding up of the corporation, the holders of shares
of Preferred Stock of each series shall be entitled to be paid from
the assets of the corporation such amounts as shall have been fixed
and determined by the Board of Directors when such shares of Preferred
Stock are issued, plus an amount equivalent to all dividends accrued
thereon, before any amount shall be paid to the holders of Common
Stock.
3
Each share of Common Stock shall be equal in all respects to all
other shares of Common Stock.
No holders of shares of capital stock shall be entitled as such
as a matter of right to subscribe for or purchase any part of any new
or additional issue of stock, or securities convertible into stock, of
any class whatsoever, whether now or hereafter authorized and whether
issued for cash, property, services, by way of dividends or otherwise.
- -------------------------------------------------------------------------
ARTICLE IV
- -------------------------------------------------------------------------
1. The address of the current registered office is:
17515 West Nine Mile Road, Suite 650
Southfield, Michigan 48075
2. The mailing address of the current registered office if different than
above:
N/A
3. The name of the current resident agent is:
Herbert Freedland
- -------------------------------------------------------------------------
ARTICLE V
- -------------------------------------------------------------------------
The term of existence of the corporation will expire on July 9, 1994.
- -------------------------------------------------------------------------
ARTICLE VI
- -------------------------------------------------------------------------
When a compromise or arrangement or a plan of reorganization of this
corporation is proposed between this corporation and its creditors or any
class of them or between this corporation and its shareholders or any class
of them, a court of equity jurisdiction within the state, on application of
this corporation or of a creditor or shareholder thereof, or on application
of a receiver appointed for the corporation, may order a meeting of the
creditors or class of creditors or of the shareholders or class of
shareholders to be affected by the proposed compromise or arrangement or
reorganization, to be summoned in such manner as the court directs. If a
majority in number representing 3/4 in value of the creditors or class of
creditors, or of the shareholders or class of shareholders to be affected
by the proposed compromise or arrangement or a reorganization, agree to a
compromise or arrangement or a reorganization of this corporation as a
consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if
4
sanctioned by the court to which the application has been made, shall be
binding on all the creditors or class of creditors, or on all the
shareholders or class of shareholders and also on this corporation.
- -------------------------------------------------------------------------
ARTICLE VI
- -------------------------------------------------------------------------
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of the
director's fiduciary duty. However, this Article shall not eliminate or
limit the liability of a director for any of the following.
(1) A breach of the director's duty of loyalty to the corporation
or its shareholders.
(2) Acts or omissions not in good faith or that involve
intentional misconduct or knowing violation of law.
(3) A violation of Section 551(1) of the Michigan Business
Corporation Act.
(4) A transaction from which the director derived an improper
personal benefit.
(5) An act or omission occurring before March 1, 1987.
Any repeal or modification of this Article VI by the shareholders of
the corporation shall not adversely affect any right or protection of any
director of the corporation existing at the time of, or for or with respect
to, any acts or omissions occurring before such repeal or modification.
- -------------------------------------------------------------------------
These Restated Articles of Incorporation were duly adopted on the 23rd
day of September, 1988, in accordance with the provisions of Section 642 of
the Act and were duly adopted by the Board of Directors without a vote of
the shareholders. 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 23rd day of September, 1988.
-----
By /s/ Herbert Freedland
--------------------------------------------
Herbert Freedland, Chairman of the Board
--------------------------------------------
(Print or type name and title)
5
C&S-510 (Rev 1-84)
DOCUMENT WILL BE RETURNED TO NAME AND Name of person or organization
MAILING ADDRESS INDICATED IN THE BOX remitting fees:
BELOW. Include name, street and number
(or P.O. box), city, state and ZIP code. Honigman Miller Schwartz
and Cohn
- ----------------------------------------
Jeanette M. Sermo Preparer's name and business
Honigman Miller Schwartz and Cohn telephone number:
2290 First National Building
Detroit, Michigan 48226 Jeanette M. Sermo
- ---------------------------------------- (313) 256-7634
- --------------------------------------------------------------------------
INFORMATION AND INSTRUCTIONS
1. This form is issued under the authority of Act 284, P.A. of 1972, as
amended. The articles of incorporation cannot be restated until this
form, or a comparable document, is submitted.
2. Submit one original copy of this document. Upon filing, a microfilm
copy will be prepared for the records of the Corporation and
Securities Bureau. The original copy will be returned to the address
appearing in the box above as evidence of filing.
Since this document must be microfilmed, it is important that the
filing be legible. Documents with poor black and white contrast, or
otherwise illegible, will be rejected.
3. This document is to be used pursuant to sections 641 through 643 of
the Act for the purpose of restating the articles of incorporation of
a domestic profit corporation. Restated articles of incorporation are
an integration into a single instrument of the current provisions of
the corporation's articles of incorporation, along with any desired
amendments to those articles.
4. Restated articles of incorporation which do not amend the articles of
incorporation may be adopted by the board of directors without a vote
of the shareholders. Restated articles of incorporation which amend
the articles of incorporation require adoption by the shareholders.
Restated articles of incorporation submitted before the first meeting
of the board of directors require adoption by all of the
incorporators.
5. Item 2 -- Enter the identification number previously assigned by the
Bureau. If this number is unknown, leave it blank.
6. The duration of the corporation should be stated in the restated
articles of incorporation only if it is not perpetual.
7. This document is effective on the date approved and filed by the
Bureau. A later effective date, no more than 90 days after the date of
delivery, may be stated.
8. If the restated articles are adopted before the first meeting of the
board of directors, this document must be signed in ink by all of the
incorporators. If the restated articles merely restate and integrate
the articles, but do not amend, this document must be signed in ink by
an authorized officer or agent of the corporation. If the restated
articles amend the articles of incorporation, this document must be
signed in ink by the president, vice-president, chairperson, or vice-
chairperson.
9. FEES: Filing fee (Make remittance payable to State of
Michigan).........................................$10.00
Franchise fee (payable only if authorized capital stock has
increased) -- 1/2 mill (.0005) on each dollar of increase
over highest previous authorized capital stock.
10. Mail form and fee to:
Michigan Department of Commerce, Corporation and Securities
Bureau, Corporation Division, P.O. Box 30054, Lansing, MI 48909,
Telephone (517) 373-0493.
- --------------------------------------------------------------------------
6
C&S-520 (10/89)
- ---------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- ---------------------------------------------------------------------------
(FOR BUREAU USE ONLY) Date Received
The certificate must reflect FILED DEC 23 1991
the registered office and/or
resident agent on record JAN 07 1992
prior to this change. We
have adjusted the certi- Administrator
ficate accordingly. MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau
- ---------------------------------------------------------------------------
CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
For use by Domestic and Foreign Corporations
(Please read information and instructions on reverse side)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public acts of 1982 (nonprofit corporations),
the undersigned corporation executes the following Certificate:
- ---------------------------------------------------------------------------
1. The name of the corporation is: Howell Industries, Inc.
2. The corporation identification number (CID) assigned by the Bureau is:
----------------
1 8 4 - 9 6 6
----------------
3. a. The address of the registered office as currently on file with
the Bureau is:
____________________________________________ , Michigan _____________
(Street Address) (City) (Zip Code)
b. The mailing address of the above registered office, if different,
is:
____________________________________________ , Michigan _____________
(P.O. Box) (City) (Zip Code)
c. The name of the resident agent as currently on file with the
Bureau is: Herbert Freedland
-----------------
- ---------------------------------------------------------------------------
COMPLETE THE APPROPRIATE ITEMS FOR ANY INFORMATION THAT HAS CHANGED
- ---------------------------------------------------------------------------
4. The address of the registered office is changed to:
____________________________________________ , Michigan _____________
(Street Address) (City) (Zip Code)
The mailing address of the above registered office, if different, is:
____________________________________________ , Michigan _____________
(P.O. Box) (City) (Zip Code)
5. The name of the successor resident agent is: Morton Schiff
-------------
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
6. The corporation further states that the address of its registered
office and the address of its resident agent, as changed, are
identical.
7. a. The above changes were authorized by resolution duly adopted by
its board of directors or trustees, except when this form is
being filed by the resident agent of a profit corporation to
change the address of the registered office.
b. A copy of this statement has been mailed to the corporation.
- ---------------------------------------------------------------------------
Signed this 19th day of December, 1991
---- -------- --
By /s/ Cyril Moscow
---------------------------------------------
(Signature)
Cyril Moscow Secretary
------------------------------------------------
(Type or Print Name) (Type or Print Title)
DOCUMENT WILL BE RETURNED TO NAME AND MAILING Name of person or
ADDRESS INDICATED IN THE BOX BELOW. Include organization remitting
name, street and number (or P.O. box), city, fees:
state and ZIP code.
Cyril Moscow
- -------------------------------------------- ----------------------
Cyril Moscow
Honigman Miller Schwartz and Cohn Preparer's name and
2290 First National Building business telephone
Detroit, Michigan 48226 number:
- --------------------------------------------
Cyril Moscow
----------------------
(313) 256-7718
----------------------
- ---------------------------------------------------------------------------
INFORMATION AND INSTRUCTIONS
1. The certificate of change of registered office and/or change of
resident agent cannot be filed until this form, or a comparable
document, is submitted.
2. Submit one original copy of this document. Upon filing, a microfilm
copy will be prepared for the records of the Corporation and
Securities Bureau. The original copy will be returned to the address
appearing in the box above as evidence of filing.
Since this document must be microfilmed, it is important that the
filing be legible. Documents with poor black and white contrast, or
otherwise illegible, will be rejected.
3. This document is to be used pursuant to section 242 of the Act by
domestic and foreign corporations for the purpose of changing their
registered office or resident agent, or both.
4. Item 2 -- Enter the identification number previously assigned by the
Bureau. If this number is unknown, leave it blank.
5. Item 3 -- The address of the registered office and the name of the
resident agent must be the same as are designated in the articles of
incorporation or subsequent change filed with the Bureau.
6. Item 4 -- A post office box may not be designated as the address of
the registered office. The resident agent can change the registered
office by filing this form only if this is a profit corporation.
------
7. This certificate must be signed in ink by the president, vice-
president, chairperson, vice-chairperson, secretary or assistant
secretary of the corporation. (Profit corporations only): If only the
registered office address is changed, it may be signed by the resident
agent without addressing Item 5 or Item 7(a).
8. FEES: (Make remittance payable to State of Michigan. Include
corporation name and CID number on check or money order)...... $5.00
9. Mail form and fee to:
Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
6546 Mercantile Way
Lansing, Michigan 48909
Telephone: (517) 334-6302
- ---------------------------------------------------------------------------
C&S-515 (Rev. 2-92)
- -------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- -------------------------------------------------------------------------
Date Received (FOR BUREAU USE ONLY)
Nov 30, 1993
FILED
NOV 30 1993
Name Gayle Aiken
Honigman Miller Schwartz and Cohn Administrator
MICHIGAN DEPARTMENT
Address 2290 First National Building OF COMMERCE
Corporation & Securities
City State Zip Code Bureau
Detroit MI 48226
EFFECTIVE DATE:
- -------------------------------------------------------------------------
DOCUMENT WILL BE RETURNED TO NAME AND ADDRESS INDICATED ABOVE
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
For use by Domestic Corporations
(Please read information and instructions on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations),
the undersigned corporation executes the following Certificate:
- -------------------------------------------------------------------------
1. The present name of the corporation is: Howell Industries,Inc.
2. The corporation identification number (CID) assigned by the Bureau is:
-----------------
1 8 4 - 9 6 6
-----------------
3. The location of its registered office is:
17515 West Nine Mile Road, Suite 650 Southfield, Michigan 48075
------------------------------------------------ ---------
(Street Address) (City) (Zip Code)
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
4. Article V of the Articles of Incorporation is hereby amended to read as
follows:
The term of existence of the corporation is perpetual.
- -------------------------------------------------------------------------
5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS
CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE
BOARD OF DIRECTORS OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b)
a. / / The foregoing amendment to the Articles of Incorporation was duly
adopted on the ____ day of ______________ , 19 ___ , in accordance with
the provisions of the Act by the unanimous consent of the
incorporator(s) before the first meeting of the board of directors
or trustees.
Signed this ___________ day of __________________________ , 19 ____.
_________________________________ _________________________________
(Signature) (Signature)
_________________________________ _________________________________
(Type or Print Name) (Type or Print Name)
_________________________________ _________________________________
(Signature) (Signature)
_________________________________ _________________________________
(Type or Print Name) (Type or Print Name)
b. /X/ The foregoing amendment to the Articles of Incorporation was duly
adopted on the 24th day of November, 1993. The amendment: (check
one of the following)
/X/ 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 non-profit corporation organized
on a nonstock directorship basis. The necessary votes were cast in
favor of the amendment.
/ / was duly adopted by the written consent of all the directors
pursuant to Section 525 of the Act and the corporation is a
nonprofit corporation organized on a nonstock directorship basis.
/ / was duly adopted by the written consent of the shareholders
or members having not less than the minimum number of votes
required by statute in accordance with Section 407(1) and
(2) of the Act if a non-profit corporation, and Section 407(1)
of the Act if a profit corporation. Written notice to shareholders
or member who have not consented in writing has been given.
(Note: Written consent by less than all of the shareholders
or members is permitted only if such provision appears in the
Articles of Incorporation.)
/ / was duly adopted by the written consent of all the shareholders
or members entitled to vote in accordance with Section 407(3) of
the Act if a non-profit corporation, and Section 407(2) of the Act
if a profit corporation.
Signed this 24th day of November , 1993
---- --------- --
By /s/ Morton Schiff
---------------------------------------------
(Only signature of: President, Vice-President,
Chairperson and Vice-Chairperson)
Morton Schiff President
---------------------------------------------
(Type or Print Name) (Type or Print Title)
Name of person or
organization remitting
fees:
Honigman Miller Schwartz
and Cohn
Preparer's name and
business telephone
number:
Gayle Aiken
----------------------
(313) 256-7595
----------------------
- ---------------------------------------------------------------------------
INFORMATION AND INSTRUCTIONS
1. The amendment cannot be filed until this form, or a comparable
document, is submitted.
2. Submit one original copy of this document. Upon filing, a microfilm
copy will be prepared for the records of the Corporation and
Securities Bureau. The original copy will be returned to the address
appearing in the box on the front as evidence of filing.
Since this document must be microfilmed, it is important that the
filing be legible. Documents with poor black and white contrast, or
otherwise illegible, will be rejected.
3. This document is to be used pursuant to the provisions of section 631
of the Act for the purpose of amending the articles of incorporation
of a domestic profit or nonprofit corporation. Do not use this form
for restated articles. A nonprofit corporation is one incorporated to
carry out any lawful purpose or purposes not involving pecuniary
profit or gain for its directors, officers, shareholders, or members.
A nonprofit corporation formed on a nonstock directorship basis, as
authorized by Section 302 of the Act, may or may not have members, but
if it has members, the members are not entitled to vote.
4. Item 2 -- Enter the identification number previously assigned by the
Bureau. If this number is unknown, leave it blank.
5. Item 4 -- The article being amended must be set forth in its entirety.
However, if the article being amended is divided into separately
identifiable sections, only the sections being amended need be
included.
6. This document is effective on the date approved and filed by the
Bureau. A later effective date, no more than 90 days after the date of
delivery, may be stated.
7. If the amendment is adopted before the meeting of the board of
directors, item 5(a) must be completed and signed in ink by a majority
of the incorporators if more than one listed in Article V of the
Articles of Incorporation if a profit corporation, and all the
incorporators if a non-profit corporation. If the amendment is
otherwise adopted, item 5(b) must be completed and signed in ink by
the president, vice-president, chairperson or vice-chairperson of the
corporation.
8. NON-REFUNDABLE FEE: ........................................ $10.00
(Make remittance payable to the State of Michigan. Include corporation
name and CID Number on check or money order)
Franchise fee for profit corporations (payable only if authorized
shares have increased): each additional 20,000 authorized shares or
portion thereof ............................................ $30.00
9. Mail form and fee to:
Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
6546 Mercantile Way
Lansing, MI 48909
Telephone: (517) 334-6302
- ---------------------------------------------------------------------------