Exhibit 3.17
ARTICLES OF INCORPORATION
OF
MAITLAND-SMITH U.S., INC.
I, the undersigned natural person of the age of eighteen years of more, do
hereby establish a business corporation under the laws of the State of North
Carolina, as contained in Chapter 55 of the General Statutes of North Carolina,
entitled "Business Corporation Act", and the several amendments thereto, and to
that end do hereby set forth:
ARTICLE I
The name of the Corporation is:
Maitland-Smith U.S., Inc.
ARTICLE II
The period of duration of the corporation shall be perpetual.
ARTICLE III
The purpose for which the corporation is organized is:
To engage in any lawful act or activity for which corporations may be
organized under the North Carolina Business Corporation Act.
ARTICLE IV
The aggregate number of shares which the corporation shall have authority
to issue is One Thousand (1,000) limited to a single class, to wit:
Full voting common stock having a par value of One Dollar ($1.00) per
share.
ARTICLE V
The minimum amount of consideration for its shares to be received by the
corporation before it shall commence business is One Thousand Dollars ($1,000).
ARTICLE VI
The address of the initial registered office of the corporation in North
Carolina is:
3101 Petty Road
Durham, North Carolina 27707
County of Durham
and the name of the initial registered agent at such address is:
C T Corporation System
ARTICLE VII
The number of Directors of the corporation may be fixed by the Bylaws, but
shall not be less than three.
The number of directors constituting the intial Board of Directors shall
be three, and the names and addresses of the persons who are to serve as
Directors until the first meeting of the shareholders, or until their successors
are elected and qualified, are:
Name Address
---- -------
Wayne B. Lyon 21001 Van Born Road
Taylor, Michigan 48101
Gerald Bright 21001 Van Born Road
Taylor, Michigan 48101
Richard G. Mosteller 21001 Van Born Road
Taylor, Michigan 48101
ARTICLE VIII
The name and address of the incorporator is
Name Address
---- -------
Jennifer Wareham 21001 Van Born Road
Taylor, Michigan 48101
IN TESTIMONY WHEREOF, I have hereunto set my hand this 1st day of August,
1988.
/s/ Jennifer Wareham
---------------------------------------
Jennifer Wareham
STATE OF MICHIGAN )
) ss.
COUNTY OF WAYNE )
This is to certify, that on the 1st day of August, 1988, before me, a
Notary Public, personally appeared Jennifer Wareham, who I am satisfied is the
person named in and who executed the foregoing Articles of Incorporation, and I
having first made known to her the contents thereof, she did acknowledge that
she signed and delivered the same as her voluntary act and deed for the uses and
purposes therein expressed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal, this 1st day of August, 1988.
/s/ Cheryl D. Hammer
----------------------------------------
Cheryl D. Hammer
(Seal) Notary Public
Wayne County, Michigan
My Commission expires: 7/16/90
State of North Carolina
Department of the Secretary of State
ARTICLES OF AMENDMENT
Pursuant to ss. 55-10-06 of the General Statutes of North Carolina, the
undersigned corporation hereby submits the following Articles of Amendment for
the purpose of amending its Articles of Incorporation:
1. The name of the corporation is: Maitland-Smith U.S., Inc.
2. The text of each amendment adopted is as follows: (State below or attach)
"The name of the Company is Maitland-Smith, Inc."
3. If an amendment provides for an exchange, reclassification or cancellation
of issued shares, provisions for implementing the amendment, if not
contained in the amendment itself, are as follows:
4. The date of adoption of each amendment was as follows:
November 21, 1994
5. (Check with a, b, c, or d, whichever is applicable)
a.___ The amendment(s) was (were) duly adopted by the incorporators prior
to the issuance of shares.
b.___ The amendment(s) was (were) duly adopted by the board of directors
prior to the issuance of shares.
c.___ The amendment(s) was (were) duly adopted by the board of directors
without shareholder approval as shareholder approval was not
required because (set forth a brief explanation of why shareholder
action was not required)
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
d. X The amendment(s) was (were) approved by shareholder action, and
--- such shareholder approval was obtained as required by Chapter 55 of
the North Carolina General Statutes
(N. C. - 1216 - 10/16/91)
CORPORATIONS DIVISION 300 N. SALISBURY ST. RALEIGH, NC 27603-5909
ARTICLES OF AMENDMENT
Page 2
6. These articles will be effective upon filing, unless a delayed time
and date is specified:
This the 22nd day of November, 1994
MAITLAND-SMITH U.S., INC.
--------------------------------------------
Name of Corporation
/s/ Gerald Bright
--------------------------------------------
Signature
Gerald Bright, Secretary
--------------------------------------------
Type or Print Name and Title
NOTES:
1. Filing fee is $50. This document and one exact or conformed copy of these
articles must be filed with the Secretary of State.
CORPORATIONS DIVISION 300 N. SALISBURY ST. RALEIGH, NC 27603-5909
(N. C. - 1216)