EXHIBIT 3.25
CAS-S10 (rev 1-83)
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MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
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(FOR BUREAU USE ONLY) Date Received
MAY 10 1985
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RESTATED ARTICLES OF INCORPORATION
For use by Domestic Profit Corporations
(Please read instructions on last page before completing form)
Pursuant to the provisions of Act 284, Public Acts of 1972, as amended,
the undersigned corporation executes the following Articles:
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1. The present name of the corporation is: Defiance Testing & Engineering
Services, Inc.
2. The corporation identification number (CID) assigned by the Bureau is:
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2 0 7 - 3 8 6
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3. All former names of the corporation are:
4. The date of filing the original Articles of Incorporation was: April 17, 1979
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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
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The name of the corporation is:
Defiance Testing & Engineering Services, Inc.
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ARTICLE II
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The purpose or purposes for which the corporation is organized are: to engage
in any activity within the purposes for which corporations may be organized
under the Business Corporation Act of Michigan.
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GOLD SEAL APPEARS ONLY ON ORIGINAL
ARTICLE III
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The total authorized capital stock is:
Common shares ___________________________ Par Value Per Share $____________
1.
Preferred shares_________________________ Par Value Per Share $____________
and/or shares without par value as follows:
Common shares 1,100,000 Stated Value Per Share $ 0.00125
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2.
Preferred shares______________________ 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 common stock shall be entitled to one (1) vote per share
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ARTICLE IV
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1. The address of the current registered office is:
26091 Sherwood, Suite E Warren, Michigan 48091
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(Street Address) (City) (ZIP Code)
2. The mailing address of the current registered office if different than above:
, Michigan
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(P.O. Box) (City) (ZIP Code)
3. The name of the current resident agent is: Dennis A. Sikowski
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ARTICLE V (Optional. Delete if not applicable.)
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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 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.
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GOLD SEAL APPEARS ONLY ON ORIGINAL
ARTICLE VI (Optional. Delete if not applicable.)
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Any action required or permitted by the act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice
and without a vote, if a consent in writing, setting forth the action so
taken, is signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take the action
at a meeting at which all shares entitled to vote thereon were present and
voted.
Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to shareholders who have
not consented in writing.
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ARTICLE VII (Additional provisions, if any, may be inserted here; attach
additional pages if needed.)
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See Rider attached hereto and made a part of these Restated Articles of
Incorporation.
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5. These Restated Articles of Incorporation were duly adopted on the 10th day
of May, 1985, in accordance with the provisions of Section 642 of the Act.
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These Restated Articles of Incorporation (Complete and execute either a
or b below, but not both.)
a. [ ] were duly adopted by the unanimous consent of the incorporators before
the first meeting of the Board of Directors.
Signed this _______ day of ____________________________________, 19____
____________________________________ _________________________________
____________________________________ _________________________________
(Signatures of all incorporators; type or print name under each
signature)
b. (Check one of the following)
[ ] 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.
[ ] were duly adopted by the shareholders. The necessary number of shares
as required by statute were voted in favor of these Restated Articles.
[ ] were duly adopted by the written consent of the shareholders having
not less than the minimum number of votes required by statute in
accordance with Section 407(1) and (2) of the Act. Written notice to
shareholders who have not consented in writing has been given. (Note:
Written consent by less than all of the shareholders is permitted only
if such provision appears in the Articles of Incorporation.)
[xx] were duly adopted by the written consent of all the shareholders
entitled to vote in accordance with Section 407(3) of the Act.
Signed this 10th day of May, 1985
By DENNIS A. SIKOWSKI
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(Signature)
Dennis A. Sikowski, President
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(Type or Print Name and Title)
GOLD SEAL APPEARS ONLY ON ORIGINAL
RIDER ATTACHED TO AND MADE A PART OF THE
RESTATED ARTICLES OF INCORPORATION
OF
DEFIANCE TESTING & ENGINEERING SERVICES, INC.
ARTICLE VII:
The affirmative vote or written consent of not less than seventy-six and
one-half (76.5%) percent of the outstanding voting shares of common stock in the
Corporation shall be required to:
(a) amend or modify these Articles of Incorporation and/or the By-Laws of
the Corporation;
(b) authorize and/or issue any additional shares of capital stock of the
Corporation, or authorize and/or issue any options, warrants or other
rights to acquire any capital stock of the corporation, or sell,
exchange or transfer any treasury stock, except that the Corporation
may issue additional shares to an individual or entity who is not a
shareholder on the date of adoption of these Restated Articles of
Incorporation only if Dennis A. Sikowski is then acting as President
of the Corporation and is a shareholder in the Corporation; provided,
however, in the extent any additional shares of capital stock are
issued, the seventy-six and one-half (76.5%) percent voting
requirement shall be increased to that percentage which is one and
one-half (1.5) percentage points greater than the percentage interest
of the capital stock of the Corporation owned by the group consisting
of Salvatore S. Leanza, Stephen C. Hess, Robert L. Erdos, Robert A.
Walz and Michael B. Madden and/or their respective heirs, successors
and assigns immediately after the issuance of said additional shares
of capital stock in the Corporation; and these Restated Articles of
Incorporation shall be restated the reflect the identical terms and
restrictions but substituting the new percentage voting requirement in
place of the seventy-six and one-half (76.5%) percent each place it
appears herein;
(c) sell, purchase, issue, redeem or otherwise dispose of or acquire any
of the capital stock of the Corporation, or any options, warrants or
rights with respect thereto, except in accordance with the terms and
conditions of any Buy-Sell Agreement between the Corporation and its
shareholders dated as of the date of these restated Articles of
Incorporation or thereafter;
(d) negotiate, enter into and/or execute any contract, document or
instrument, involving any sale, lease or licensing of any asset, with
or involving an individual or entity related, directly or indirectly,
to the Corporation or any of its shareholders;
GOLD SEAL APPEARS ONLY ON ORIGINAL
(e) cause the Corporation to become a party to, or an obligor under, any
agreement or arrangement for the sale, purchase, redemption or other
acquisition or disposition of the capital stock of the Corporation,
except as allowed pursuant to clause (b) above;
(f) cause the Corporation to become a party to any merger, consolidation
and/or other reorganization;
(g) cause the Corporation to dissolve and liquidate and/or cause the
Corporation to cease conducting its business or any of its businesses;
or
(h) cause the Corporation to file any proceedings for voluntary
bankruptcy, or cause the corporation to assign any of its assets for
the benefit of creditors, or cause the Corporation to engage in any
similar activity or proceeding.
For purposes of clause (d) above, a related individual or entity shall include
(1) an individual related by blood or marriage to any shareholder of the
Corporation or such shareholder's spouse, children or parents, and (2) any
business or entity if any individual described in (1) owns a ten (10%) percent
or greater interest in said business or entity.
2
GOLD SEAL APPEARS ONLY ON ORIGINAL
CAS-510 (Rev. 1-83)
DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS
INDICATED IN THE BOX BELOW. Include name, street and number
(or P.O. Box) city, state and ZIP code.
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Sharon A. Gibbons
Seyburn, Smith, Bess, Howard, Kahn & Harnisch, PC Telephone:
3000 Town Center, Suite 2050 Area Code 313
Southfield, Michigan 48075 ----------
Number 353-7620
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INFORMATION AND INSTRUCTIONS
1. 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.
2. 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.
3. 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.
4. Item 2 -- Enter the identification number previously assigned by the
Bureau. If this number is unknown, leave it blank.
5. The duration of the corporation should be stated in the restated articles
of incorporation only if it is not perpetual.
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 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.
8. 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.
9. 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
GOLD SEAL APPEARS ONLY ON ORIGINAL