EXHIBIT 3.17
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03.00 PM 01/10/1996
960016575 - 2500409
CERTIFICATE OF INCORPORATION
OF
D-M-E COMPANY
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A corporation organized pursuant to
the General Corporation Law of the State of Delaware
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ARTICLE I
Name
The name of the corporation (hereinafter called the
"Corporation") is:
D-M-E Company
ARTICLE II
Registered Office and Registered Agent
The address of the Corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of the
Corporation's registered agent at such address is The Corporation Trust
Company.
ARTICLE III
Business or Purposes To Be
Conducted or Promoted
The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
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ARTICLE IV
Capital Stock
The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is 1000 shares of
Common Stock, and the par value of each of such shares is $l.00
amounting in the aggregate to $1,000.
ARTICLE V
Incorporator
The name and mailing address of the sole incorporator of the Corporation is as
follows:
Hugh C. O'Donnell
4701 Marburg Avenue
Cincinnati, Ohio 45209
ARTICLE VI
Business and Affairs of the Corporation
For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and
regulation of the powers of the Corporation and its directors and
stockholders, it is further provided that:
(a) the number of directors of the Corporation shall be fixed
by, or in the manner provided in, the By-laws of the Corporation;
(b) in furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Corporation, in the
By-laws, may authorize and empower the Board of Directors to make,
alter, amend or repeal from time to time the By-laws of the Corporation
in any manner not inconsistent with the laws of the State of Delaware
or this Certificate of Incorporation, subject to the right of the
stockholders of the Corporation entitled to vote with respect thereto
to alter, amend or repeal the By-laws of the Corporation;
(c) in addition to the powers and authorities herein or by
statute expressly conferred upon it, the Board of Directors may
exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation, subject, nevertheless, to the
provisions of the laws of the State of Delaware, of this Certificate of
Incorporation and of the By-laws of the Corporation;
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(d) unless and except to the extent that the By-laws of the
Corporation shall so require, the election of directors of the
Corporation need not be by written ballot; and
(e) any director or any officer of the Corporation elected or
appointed by its stockholders or by its Board of Directors, or any
committee thereof, may be removed at any time by a unanimous consent of
the stockholders or in such other manner as shall be provided in the
By-laws, except at otherwise provided by law.
ARTICLE VII
Indemnification
To the fullest extent that the General Corporation Law of the
State of Delaware as it exists on the date hereof or as it may
hereafter be amended permits the limitation or elimination of the
liability of directors, so director of the Corporation shall be liable
to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director. No amendment to or repeal of this
Article 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 prior to such amendment or repeal.
ARTICLE VIII
Amendment
The Corporation reserves the right at any time and from time
to time to amend, alter, change or repeal any provision contained in
this Certificate of Incorporation, and other provisions authorized by
the laws of the State of Delaware at the time in force or as may
hereafter be added or inserted, in the manner now or hereafter
prescribed by law and consistent with Article VII as now in force; and
all rights, preferences and privileges of whatsoever nature conferred
upon stockholders, directors or any other persons whomsoever by and
pursuant to this Certificate of Incorporation in its present form or as
hereafter amended are granted subject to the right reserved in this
Article.
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I, the undersigned, being the sole incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate,
hereby declaring and certifying, under penalties of perjury, that this
is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand as of this eighteenth day of
January, 1996.
/s/ Hugh C. O'Donnell
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Incorporator