EXHIBIT 3.19
RESTATED ARTICLES OF INCORPORATION
OF
MASTER UNIT DIE PRODUCTS, INC.
1. These Restated Articles of Incorporation are executed pursuant to the
provisions of Sections 641-651, Act 284, Public Acts of 1972, as amended.
2. The present name of the corporation, which has remained unchanged since its
initial incorporation, is MASTER UNIT DIE PRODUCTS, INC.
3. The date of filing the original articles of incorporation was January 3,
1958.
4. 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 the corporation is MASTER UNIT DIE PRODUCTS, INC.
ARTICLE II.
The purpose 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 total authorized capital stock is 20,000 shares of Common Stock,
Par Value $10.00 per share.
ARTICLE IV.
The address of the current registered office is:
866 Fairplains, Greenville, Michigan 48838
The name of the current resident agent is Roger G. Martin.
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ARTICLE V
The duration of the corporation is perpetual.
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
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.
GOLD SEAL APPEARS ONLY ON ORIGINAL
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These Restated Articles of Incorporation were duly adopted by the
shareholders on the 27th day of January, 1977, in accordance with the provisions
of Section 642, Act 284, Public Acts of 1972, as amended. The necessary number
of shares as required by statute were voted in favor of the Restated Articles of
Incorporation.
Dated this 19 day of February, 1977.
MASTER UNIT DIE PRODUCTS, INC.
By: /s/ Roger G. Martin
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Roger G. Martin, President
GOLD SEAL APPEARS ONLY ON ORIGINAL
CERTIFICATE OF AMENDMENT TO THE
RESTATED ARTICLES OF INCORPORATION
OF
MASTER UNIT DIE PRODUCTS, INC.
The undersigned corporation executes the following Certificate
of Amendment to its Restated Articles of Incorporation pursuant to the
provisions of Section 631, Act 284, Public Acts of 1972, as amended:
1. The name of the corporation is MASTER UNIT DIE PRODUCTS,
INC.
The location of the registered office is 866 Fairplains,
Greenville, Michigan 48338.
2. The following amendment to the Restated Articles of
Incorporation was adopted by the shareholders of the corporation in accordance
with Subsection (2) of Section 611, Act 284, Public Acts of 1972, as amended, on
the 7th day of June, 1979.
RESOLVED, that Article III of the Restated Articles of
Incorporation be amended to read in its entirety as follows:
"ARTICLE III.
The aggregate number of shares which the corporation shall
have authority to issue is divided into the following classes:
Par Value Number of Shares
Class Per Share Authorized
----- --------- ----------------
Ordinary Common $1.00 400,000
Key Man Common $1.00 50,000
The preferences, limitations, designations and relative
rights of each class of stock which the corporation is authorized to
issue pursuant to this Article III are as follows:
3.1. Ordinary Common stock.
3.1.1. Voting. The holders of the Ordinary Common
stock shall possess the full voting rights of the capital
stock of the corporation and shall be entitled to one vote for
each share of Ordinary Common stock held.
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3.1.2. Dividends. The holders of the Ordinary Common
stock shall be entitled to share equally with the holders of
the Key Man Common stock on a per share basis in any dividends
that may be declared by the Board of Directors of the
corporation.
3.1.3. Liquidation. In the event of the voluntary or
involuntary liquidation of the corporation, the net assets of
the corporation, if any, shall be distributed pro rata among
the holders of the Ordinary Common stock and the Key Man
Common stock according to the number of shares held by each
irrespective of the class to which such shares belong.
3.2. Key Man Common stock.
3.2.1. Voting. The holders of the Key Man Common
stock shall possess no voting rights with respect to their Key
Man Common stock, except where voting as a class is required
by law to authorize an action.
3.2.2. Other Rights. Except for the right to vote,
the Key Man Common stock shall be subject to and have the
identical rights, privileges and restrictions as does the
Ordinary Common stock."
3. The necessary number of shares as required by statute were
voted in favor of the amendment.
Signed this 7 day of June, 1979.
MASTER UNIT DIE PRODUCTS, INC.
By: /s/ Roger G. Martin
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Roger G. Martin, President
GOLD SEAL APPEARS ONLY ON ORIGINAL
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MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
Date Received (FOR BUREAU USE ONLY)
Item 3c FILED
ADJUSTED TO AGREE WITH BUREAU RECORDS APR 28 1999
Name
Janet Welling c/o CT Corporation System
Address
441 Vine Street, Suite 3810
City State Zip Code
Cincinnati, OH 45202 EFFECTIVE DATE:
- - Document will be returned to the name and address you enter above -
CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
(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), 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:
MASTER UNIT DIE PRODUCTS, INC.
2. The identification number assigned by the Bureau is: 122-159
3. a. The name of the resident agent on file with the Bureau is:
MICHAEL G. MARTIN
b. The location of the registered office on file with the Bureau is:
853 FAIRPLAINS GREENVILLE, Michigan 48838-
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(Street Address) (City) (Zip Code)
c. The mailing address of the above registered office on file with the Bureau
is:
P.O. Box 520 Greenville, Michigan 48838
------------------------------------------ ---------------------
(Street Address or P.O. Box) (City) (Zip Code)
ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD
4. a. The name of the resident agent is: THE CORPORATION COMPANY
b. The address of the registered office is:
30600 Telegraph Road Bingham Farms, Michigan 48025
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(Street Address) (City) (Zip Code)
c. The mailing address of the registered office IF DIFFERENT THAN 4B is:
same as above, Michigan
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(Street Address) (City) (Zip Code)
5. The above changes were authorized by resolution duly adopted by: 1. ALL
CORPORATIONS: its board of directors; 2. PROFIT CORPORATIONS ONLY: the
resident agent if only the address of the registered office is changed, in
which case a copy of this statement has been mailed to the corporation; 3.
LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a
majority of the members pursuant to section 502(1) managers pursuant to
section 405, or the resident agent, if only the address of the registered
office is changed. The corporation or limited liability company further
states that the address of its registered office and the address of its
resident agent, as changed, are identical.
Signature Type or Print Name and Title Date Signed
/s/ Hugh C. O'Donnell Hugh C. O'Donnell, Secretary April 15, 1999
(MI - 54 - 2/27/97)
M-K
GOLD SEAL APPEARS ONLY ON ORIGINAL
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
Date Received (FOR BUREAU USE ONLY)
This document is effective on the date
filed, unless a subsequent effective
date within 90 days after received
date is stated in the document.
Name
A. STUART TOMPKINS
Address
P. O. Box 222
City State Zip Code EFFECTIVE DATE
SOUTHFIELD MI 48037-0222
- - Document will be returned to the name and address you enter above. -
If left blank document will be mailed to the registered office.
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT AND NONPROFIT CORPORATIONS
(Please read information and instructions on the 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: MASTER UNIT DIE PRODUCTS, INC.
2. The identification number assigned by the Bureau is: 122-159
3. Article I of the Articles of Incorporation is hereby amended to read as
follows:
The name of the corporation is D-M-E U.S.A. Inc.
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COMPLETE ONLY ONE OF THE FOLLOWING:
4. (For amendments adopted by unanimous consent of incorporators before the
first meeting of the board of directors or trustees.)
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 incorporators(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)
5. (For profit and nonprofit corporations whose Articles state the corporation
is organized on a stock or on a membership basis.)
The foregoing amendment to the Articles of incorporation was duly adopted on
the 3rd day of November, 1999 by the shareholders if a profit corporation, or
by the shareholders or members if a nonprofit corporation (check one of the
following)
[ ] at a meeting the necessary votes were cast in favor of the amendment.
[ ] by 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 nonprofit corporation, or Section
407(1) of the Act if a profit corporation. Written notice to shareholders
or members 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.)
[X] by written consent of all the shareholders or members entitled to vote
in accordance with section 407(3) of the Act if a nonprofit
corporation, or Section 407(2) of the Act if a profit corporation.
[ ] by the board of a profit corporation pursuant to section 611(2).
Profit Corporations Nonprofit Corporations
Signed this 17 day of November, 1999 Signed this _____day of ________, 19_____
By: /s/ Hugh C. O'Donnell By:______________________________________
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(Signature of an authorized (Signature of President, Vice-
officer or agent) President, Chairperson or Vice-Chairperson)
_________________________________ _________________________________________
(Type or Print Name) (Type or Print Name) (Type or Print Name)
GOLD SEAL APPEARS ONLY ON ORIGINAL