EXHIBIT 3.37
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
SOUTHFIELD MI 48037-0222 EFFECTIVE DATE:
DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.
IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.
ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:
ARTICLE I
The name of the corporation is: MILACRON INDUSTRIAL PRODUCTS, INC.
ARTICLE II
The purpose or purposes for which the corporation is formed is to engage
in any activity within the purposes for which corporations may be formed
under the Business Corporation Act of Michigan.
ARTICLE III
The total authorized shares:
1. Common Shares 50,000
Preferred Shares________________________________________
2. A statement of all or any of the relative rights, preferances and
limitations of the shares of each class is as follows:
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ARTICLE IV
1. The address of the registered office is:
25800 Northwestern Highway, Suite 1000 Southfield 48075
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(Street Address) (City) (Zip Code)
2. The mailing address of the registered office, if different than
above:
P.O. Box 222 Southfield 48037-0222
--------------------------- ----------, Michigan, ------------------
(Street Address or P.O Box) (City) (Zip Code)
3. The name of the resident agent at the registered office is A. Stuart
Tompkins
ARTICLE V
The name(s) and address(es) of the incorporator(s) is (are) as follow:
Name Residence or Business Address
A. Stuart Tompkins 25800 Northwestern Highway, Suite 1000
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Southfield, Michigan 48075
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ARTICLE VI (Optional. Delete if not applicable)
ARTICLE VII (Optional. Delete if not applicable)
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 consents in writing, setting forth the action so taken,
are signed by the holders of outstanding shares 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 on the action were present and
voted. The written consent shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents dated not more than 10 days before
the record date and signed by a sufficient number of shareholders to take the
action are delivered to the corporation. Delivery shall be to the corporation's
registered office, its principal place of business, or an officer or agent of
the corporation having custody of the minutes of the proceedings of its
shareholders. Delivery made to a corporation's registered office shall be by
hand or by certified or registered mail, return receipt requested.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who would have
been entitled to notice of the shareholder meeting if the action had been taken
at a meeting and who have not consented in writing.
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Use space below for additional Articles or for continuation of previous
Articles. Please identify any Article being continued or added. Attach
additional pages if needed.
I (We), the incorporator(s) sign my (our) names(s) this 14(th) day of January,
1999
/s/ A. Stuart Tompkins
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A. Stuart Tompkins
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- --------------------------------- --------------------------------
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Name of person or organization Preparer's name and business
remitting fees: telephone number:
Sullivan, Ward, Bone, Tyler A. Stuart Tompkins
& Asher, P.C. (248) 746-0700
INFORMATION AND INSTRUCTIONS
1. The Articles of Incorporation cannot be filed until this form, or a
comparable document, is submitted.
2. Submit one original of this document. Upon filing, the document will
be added to the records of the Corporation, Securities and Land
Development Bureau. The original will be returned to your registered
office address, unless you enter a different address in the box on
the front of this document.
Since the document will be maintained on optical disk media, 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 Act 284
P.A. of 1972, by one or more persons for the purpose of forming a
domestic profit corporation.
4. Article I- The corporate name of a domestic profit corporation is
required to contain one of the following words or abbreviations:
"Corporation", "Company", "Incorporated" , "Limited", "Corp.", "Co",
"Inc", or "Ltd".
5. Article II- State, in general terms, the character of the particular
business to be carried on. Under section 202(b)of the Act, it is
sufficient to state substantially, alone or with specifically
enumerated purposes, that the corporation may engage in any
activity within the purpose for which corporations may be formed
under the Act. The Act requires, however, that educational
corporations state their specific purposes.
6. Article III- Indicate the total number of shares which the
corporation has authority to issue. If there is more than one class
or series of shares, state the relative rights, preferences and
limitation of shares of each class in Article III(2).
7. Article IV- A post office box may not be designated as the address
of the registered office.
8. Article V- The act requires one or more incorporations. Educational
corporations are required to have at least three (3) incorporations.
The address(es) should include a street number and name (or other
designation), city and state.
9. The duration of the corporation should be stated in the Articles
only if not perpetual.
10. This document is effective on the date endorsed "filed" by the
Bureau. A later effective date, no more than 90 days after the date
of delivery, may be stated as an additional article.
11. The Articles must be signed by each incorporator. The names of the
incorporators as set out in Article V should correspond with the
signatures.
12. FEES: Make remittance payable to the State of Michigan. Include
corporation name on check or money order.
NON REFUNDABLE FEE...................................................................................... $ 10.00
ORGANIZATION FEE: first 60,000 authorized shares or portion thereof..................................... $ 50.00
TOTAL MINIMUM FEE....................................................................................... $ 60.00
ADDITIONAL ORGANIZATION FEE FOR AUTHORIZED SHARES OVER 60,000:
each additional 20,000 authorized shares or portion thereof ...................................... $ 30.00
maximum fee per filing for first 10,000,000 authorized shares .................................... $ 5,000.00
each additional 20,000 authorized shares or portion thereof in excess of 10,000,000 shares........ $ 30.00
maximum fee per filing for authorized shares in excess of 10,000,000 shares ...................... $200,000.00
To submit by US Postal Service To submit in person or by courier
mail form and fee to : service deliver form and fee to:
Michigan Department of Consumer 6546 Mercantile
& Industry Services Lansing, MI 48910 Way
Corporation, Securities and Telephone: (517)334-6302
Land Development Bureau
Corporation Division
P.O. Box 30064
Lansing MI 48909-7654 Fees may be paid by VISA or
Mastercard when delivered in
person to our office.
To submit by Mich-Elf tax form to: (517) 334-8048
"To use this service complete a MICH - ELF application to provide your VISA or
Mastercard number. Include your assigned Filer number on your transmission. To
obtain an application for a filer number, contact(517)334-6327 or visit our WEB
site at http://www.cia.state.mi.us/corp/.
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ARTICLE VIII
1. ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS
A director of the corporation shall not be personally liable to the corporation
or its shareholders for monetary damages for breach of fiduciary duty as a
director, except tor liability:
A. For any breach of the director's duty of loyalty to the corporation or its
shareholders;
B. For acts or omissions not in good faith or that involve intentional
misconduct or knowing violation of law;
C. For a violation of Section 551(1) of the Michigan Business Corporation
Act; and
D. For any transaction from which the director derived an improper personal
benefit.
If the Michigan Business Corporation Act is hereafter amended to further
eliminate or limit the liability of a director, then a director of the
corporation (in addition to the circumstances in which a director is not
personally liable as set forth in the preceding paragraph) shall not be liable
to the corporation or its shareholders to the fullest extent permitted by the
Michigan Business Corporation Act, as so amended. Any repeal or modification of
this Article by the shareholders of the corporation shall not adversely affect
any right or protection of a director of the corporation existing at the time Of
such repeal or modification.
ARTICLE IX
1. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
A. Third Party Proceedings. The corporation shall indemnify any person who
was or is a party or is threatened to be made a party to a threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal, other than
an action by or in the right of the corporation, by reason of the fact
that he or she is or was a director or officer of the corporation, or is
or was serving at the request of the corporation as a director, officer,
partner, or trustee of another foreign or domestic corporation,
partnership, joint venture, trust, or other enterprise, whether for profit
or not, against expenses, including attorneys' fees, judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by
him or her in connection with the action, suit, or proceeding, if the
person acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation or its
shareholders, and the person submits a written claim for indemnification
as hereinafter provided, and with respect to a criminal action or
proceeding, if the person had no reasonable cause to believe his or her
conduct was unlawful, and the person submits a written claim for
indemnification as hereinafter provided. The termination of an action,
suit, or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he or she reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders, and, with respect to a
criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful. The right to indemnification conferred in this
Article shall be a contract right. The corporation may, by action of its
Board of Directors, or by action of any person to whom the Board of
Directors has delegated such authority, provide indemnification to
employees end agents of the corporation with the same scope and effect as
the foregoing indemnification of directors and officers.
B. Derivative Shareholder Liability. The corporation shall indemnify any
person who was or is a party to or is threatened to be made a party to a
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that
he or she is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director, officer, partner,
or trustee of another foreign or domestic corporation, partnership, joint
venture, trust, or other enterprise, whether for profit or not, against
expenses, including attorneys' fees, and amounts paid in settlement
actually and reasonably incurred by the person in connection with the
action or suit, if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests
of the corporation or its shareholders, and the person submits a written
claim of indemnification as hereinafter provided. However, indemnification
shall not be made for a particular claim, issue, or matter in which the
GOLD SEAL APPEARS ONLY ON ORIGINAL
person has been found liable to the corporation unless and only to the
extent that the court in which the action or suit was brought (or another
court of competent jurisdiction) has determined upon application that,
despite the adjudication of liability but in view of all the relevant
circumstances, the person is fairly and reasonably entitled to
indemnification for the reasonable expenses he or she incurred. The right
to indemnification conferred in this Article shall be a contract right.
The corporation may, by action of its Board of Directors, or by action of
any person to whom the Board of Directors has delegated such authority,
provide indemnification to employees and agents of the corporation with
the same scope and effect as the foregoing indemnification of directors
and officers.
C. Determination of Indemnification. An indemnification under paragraph A or
B of this Article, unless ordered by a court, shall be made by the
corporation only as authorized in the specific case upon a determination
that indemnification of the director or officer in proper in the
circumstances because he or she has met the applicable standard of conduct
set forth in paragraph A or B of this Article and upon an evaluation of
the reasonableness of expenses and amounts paid in settlement. This
determination and evaluation shall occur within thirty (30) days after a
written claim for indemnification has been received by the corporation,
and shall be made in any of the following ways:
(1) By a majority vote of a quorum of the board consisting of directors
who are not parties or threatened to be made parties to the action,
suit, or proceeding;
(2) If the quorum described in subparagraph C(1) is not obtainable, then
by a majority vote of a committee duly designated by the board and
consisting solely of two or more directors not at the time parties
or threatened to be made parties to the action, suit, or proceeding;
(3) By independent legal counsel in a written opinion, which counsel
shall be selected in one of the following ways:
(a) By the board or its committee in the manner prescribed in
subparagraph C(1) or C(2),
(b) If a quorum of the board cannot be obtained under subparagraph
C(1) and a committee cannot be designated under subparagraph
C(2) by the board;
(4) By all independent directors who are not parties or threatened to be
made parties to the action, suit, or proceeding; and
(5) By the shareholders, but shares held by directors, officers,
employees, or agents who are parties or threatened to be made
parties to the action, suit, or proceeding may not be voted.
In the designation of a committee under subparagraph C(2) or in the selection of
independent legal counsel under subparagraph C(3)(b), all directors may
participate.
If a person is entitled to indemnification under paragraph A or B of this
Article for a portion of expenses, including reasonable attorneys' fees,
judgments, penalties, fines, and amounts paid in settlement, but not for the
total amount thereof, the corporation shall indemnify the person for the portion
of the expenses, judgments, penalties, fines, or amounts paid in settlement for
which the person is entitled to be indemnified.
D. Payment of Defense Expenses in Advance. The corporation shall pay or
reimburse the reasonable expenses incurred by a director or officer who
is a party or threatened to be made a party to an action, suit or
proceeding in advance of final disposition of the proceeding if all of the
following apply:
(1) The person furnishes the corporation a written affirmation of his or
her good faith belief that he or she has met the applicable standard
of conduct set forth in paragraph A end B of this Article.
(2) The person furnishes the corporation a written undertaking, executed
personally or on his or her behalf, to repay the advance if it is
ultimately determined that he or she did not meet the standard of
conduct.
(3) A determination is made that the facts then known to those making
the determination would not preclude indemnification under this
Article or the Michigan Business Corporation Act.
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The undertaking shall be by unlimited general obligation of the person on whose
behalf advances are made but need not be secured. Determination of payments
under this paragraph D shall be made in the manner described in paragraph
C(1)-(5). In the designation of a committee under paragraph C(2) or in the
selection of independent legal counsel under paragraph C(3)(b), all directors
may participate.
E. Right of Officer or Director to Bring Suit. If a claim for indemnification
under this Article is not paid in full by the corporation within
forty-five (45) days after a written claim has been received by the
corporation, the officer or director who submitted the claim (hereinafter
the "indemnitee") may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim. If successful in
whole or in part in any such suit or in a suit brought by the corporation
to recover advances, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such claim. In any action brought by
the indemnitee to enforce a right under this Article (other than an action
brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required
undertaking, if any, has been tendered to the corporation) it shall be a
defense that, and in any action brought by the corporation to recover
advances the corporation shall be entitled to recover such advances if,
the indemnitee has not met the applicable standard of conduct set forth in
paragraph A or B of this Article. Neither the failure of the corporation
(including its Board of Directors, independent legal counsel, or its
shareholders) to have made a determination prior to the commencement of
such action that indemnification of the indemnitee is proper in the
circumstances because he or she has met the applicable standard of conduct
set forth in paragraph A or B of this Article, nor an actual determination
by the corporation (including its Board of Directors, independent legal
counsel, or its shareholders) that the indemnitee has not met such
applicable standard of conduct, shall be a defense to an action brought by
the indemnitee or create a presumption that the indemnitee has not met the
applicable standard of conduct. In any action brought by the indemnitee to
enforce a right hereunder or by the corporation to recover payments by the
corporation of advances, the burden of proof shall be on the corporation.
F. Other Indemnification. The indemnification or advancement of expenses
provided under paragraphs A through E of this Article is not exclusive of
other rights to which a person seeking indemnification or advancement of
expenses may be entitled under the corporation's Bylaws, or a contractual
agreement. However, the total amount of expenses advanced or indemnified
from all sources combined shall not exceed the amount of actual expenses
incurred by the person seeking indemnification or advancement of expenses.
The indemnification provided for in paragraphs A through F of this Article
continues as to a person who ceases to be a director, officer, partner, or
trustee and shall inure to the benefit of the heirs, executors, and
administrators of the person.
G. Liability Insurance. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee, or agent
of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and incurred
by him or her in any such capacity or arising out of his or her status as
such, whether or not the corporation would have power to indemnify him or
her against liability under the Michigan Business Corporation Act or this
Article.
H. Definitions. For purposes of this Article, "corporation" includes all
constituent corporations absorbed in a consolidation or merger and the
resulting or surviving corporation, so that a person who is or was a
director, officer, employee, or agent of the constituent corporation or is
or was serving at the request of the constituent corporation as a
director, officer, partner, trustee, employee, or agent of another foreign
or domestic corporation, partnership, joint venture, trust, or other
enterprise whether for profit or not shall stand in the same position
under the provisions of this paragraph with respect to the resulting or
surviving corporation as the person would if he or she had served the
resulting or surviving the corporation in the same capacity.
For purposes of this Article, "other enterprises" shall include employee
benefit plans; "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and "serving at the
request of the corporation" shall include any service as a director or
officer of the corporation which imposes duties on, or involves services
by, the director or officer with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in
a manner he or she reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be
considered to have acted in a manner "not opposed to the best interests of
the corporation or its shareholders" as referred to in paragraphs A and B
of this Article.
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)
FILED
JUL 23 1999
Administrator
CORP. SECURITIES & LAND DEV. BUREAU
Name
C T CORPORATION SYSTEM - Karen
Address
441 Vine St., Ste. 3810
City State Zip Code
Cincinnati, Ohio 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 CORPORATIONS AND LIMITED LIABILITY COMPANIES
(Please read information and instruction on reverse side )
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts 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:
MILACRON INDUSTRIAL PRODUCTS, INC.
2. The identification number assigned by the Bureau is: 00777A
3.a. The name of the resident agent on file with the Bureau is: A. Stuart
Tompkins
b. The location of the registered office on file with the Bureau is:
25800 Northwestern Hwy Ste. 1000 Southfield, Michigan 48075
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(Street Address) (City) (Zip Code)
c. The mailing address of the above registered office on file with the Bureau
is:
25800 Northwestern Hwy Ste. 1000 Southfield, Michigan 48075
--------------------------------- ---------- -----------------
(Street Address) (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 THEN 4B is:
, Michigan
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(Street Address or P.O. Box ) (City) (Zip Code)
5. The above changes were authorized by resolution duly by: 1. ALL
CORPORATIONS: its board of directors; 2. PROFIT CORPORATIONS ONLY: the
resident agent it only the address of the registered office is changed, in
which once 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 the 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 7/9/99
(MI 54-2/27/97)
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