EXHIBIT 3.26

WESTERN WHEEL CORPORATION

a Delaware corporation

BY LAWS

ARTICLE I - OFFICES

Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

Section 2. The corporation shall also have offices at 14500 Firestone
Boulevard, LaMirada, California and at such other places both within and without
the State of Delaware as the board of directors may from time to time determine
or the business of the corporation may require.

ARTICLE II - MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of LaMirada, State of California, at such
place as may be fixed from time to time by the board of directors, or at such
other place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting. Meetings of stockholders for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders shall be held on the first
Thursday in June, if not a legal holiday, and if a legal holiday, then on the
next secular day following, at 2:00 p.m., or at such other date and time as
shall be designated from time to time by the board of directors and stated

in the notice of the meeting, at which they shall elect by a plurality vote a
board of directors, and transact such other business as may properly be brought
before the meeting.

Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting as provided by law.

Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the chairman of the board and shall be called by
him or the secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than nor more

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than five days before the date of the meeting, to each stockholder entitled to
vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

Section 8. The holders of the stock issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of incorporation.
If, however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. 11 the adjournment is for
more than thirty days, or if after the adjournment a new record dale is fixed
tor the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such question.

Section 10. Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such

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stockholder, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.

Section 11. Any action required to be taken at any annual or special
meeting of stockholders of the corporation, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such 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 those stockholders who have not consented in writing.

ARTICLE III - DIRECTORS

Section 1. Upon the resignation of the sole director appointed by the
incorporators, the number of directors which shall constitute the whole board
shall be three. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner

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provided by statute. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at the lime
outstanding having the right to vote for such directors, summarily order an
election to be held to till any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.

Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special

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meetings of the board of directors, or as shall be specified in a written waiver
signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

Section 7. Special meetings of the board may be called by the president
on 3 days' notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the chairman of the board or the secretary
in like manner and on like notice on the written request of two directors unless
the board consists of only one director, in which case special meetings shall be
called by the chairman of the board or secretary in like manner and on like
notice on the written request of the sole director.

Section 8. At all meetings of the board, a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute. If a quorum shall not be present at any
meeting of the board of directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

Section 9. Any action required or permitted to be taken at any meeting
of the board of directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.

Section 10. Members of the board of directors, or any committee
designated by the board of directors, may participate in a meeting of the board
of directors, or any committee, by means of

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conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all of the powers and authority
of the board of directors in the management of the corporation, and may
authorize the seal of the of the corporation to be affixed to all papers which
may require it, but no such committee shall have power or authority in reference
to amending the certificate of incorporation (except that a committee may, to
the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the board of directors as provided in
Section 151(a) of the General Corporation Law. fix any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the corporation or the conversion into, or the
exchange of such shares for. shares of any other class

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or classes or any other series of the same or any other class or classes of
stock of the corporation), adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution
or amending the bylaws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock or to adopt a certificate of ownership and merger. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the board of directors.

Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall leave the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

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REMOVAL OF DIRECTORS

Section 14. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any director or the entire board of directors
may be removed, with or without cause, by the holders of a majority of shares
entitled to vote at an election of directors.

ARTICLE IV - NOTICES

Section 1. Whenever, under the provision of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

ARTICLE V - OFFICERS

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number of offices may be held by the same person, unless the certificate of
incorporation or these by-laws otherwise provide.

Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a chairman of the board, a
president, one or more vice presidents, a secretary and a treasurer.

Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

Section 4. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

THE CHAIRMAN OF THE BOARD

Section 5. The chairman of the board shall preside at all meetings of
the stockholders and the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the
corporation, shall have general and active management of the business of the
corporation, shall see that all orders and resolutions of the board of directors
are carried into effect and shall execute bonds, mortgages and other contracts
in the name and on behalf of the corporation, except where the execution thereof
shall

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be expressly delegated by the board of directors to some other officer or agent
of the corporation. He shall havesuch further powers as the board of directors
may from time to time by resolution confer upon him. In the absence or refusal
to act of the chairman of the board, the powers of the chairman of the board
shall devolve upon the president.

THE VICE PRESIDENTS

Section 7. In the absence of the president or in the event of his
inability or refusal to act, the vice president (or in the event there be more
than one vice president, the vice presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all of the restrictions on the
president. The vice presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 8. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
chairman of the board, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be

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attested by his signature or by the signature of such assistant secretary. The
board of directors may give general authority to any other officer to affix the
seal of the corporation and to attest the affixing by his signature.

Section 9. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 10. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

Section 11. The treasurer shall disburse the funds of the corporation
as may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

Section 12. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death,

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resignation, retirement or removal from office of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his
control belonging to the corporation.

Section 15. The assistant treasurer, or if there shall be more than
one; the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

ARTICLE VI - CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by
certificates. Certificates shall be signed by, or in the name of the corporation
by, the chairman of the board of directors, or the president or a vice president
and the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the corporation.

If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences

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and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or
certificates representing shares to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

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TRANSFER OF STOCK

FIXING RECORD DATE

Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the board of directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

REGISTERED STOCKHOLDERS

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shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Delaware.

ARTICLE VII - GENERAL PROVISIONS

Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

FISCAL YEAR

Section 3. The fiscal year of the corporation shall be February 1
through January 31.

SEAL

Section 4. The corporate seal shall be adopted by the directors.

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INDEMNIFICATION

Section 5. The corporation shall indemnity its officers, directors,
employees and agents to the full extent permitted by the General Corporation Law
of Delaware.

ARTICLE VIII - AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.

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EXHIBIT 3.27

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:45 PM 03/11/1993
733070032 - 2328728

CERTIFICATE OF INCORPORATION

WESTERN WHEEL GEORGIA, INC.

1. The name of the corporation is:

WESTERN WHEEL GEORGIA, INC.

2. The address of its 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 its registered agent at such address is The
Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

4. The total number of shares of common stock which the corporation
shall have authority to issue is One Thousand (1,000) and the par value of each
of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand
Dollars ($1,000.00).

5. The board of directors is authorized to make, alter or repeal the
by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the incorporator is:

M. C. Kinnamon
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801

7. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 11th day of March, 1993.

/s/ M. C. Kinnamon
------------------
M. C. Kinnamon

================================================================================

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:00 PM 07/20/1994
944134010 - 2328728

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

WESTERN WHEEL GEORGIA, INC.

WESTERN WHEEL GEORGIA, INC., a corporation organized and existing under
the General Corporation Law, DOES HEREBY CERTIFY:

FIRST: The original certificate of incorporation was filed on March
11, 1993, with the Secretary of State of the State of Delaware.

SECOND: The amendment to the certificate of incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law.

THIRD: Article 1 of the certificate of incorporation is hereby amended
to read in its entirety as follows:

1. The name of the corporation is:

HAYES WHEELS INTERNATIONAL-GEORGIA, INC.

FOURTH: The certificate of incorporation is further amended to add
thereto Article 8, to read as follows:

8. A director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the General Corporation Law, or (iv) for any
transaction from which the director derived any improper personal
benefit.

IN WITNESS WHEREOF, WESTERN WHEEL GEORGIA, INC., has caused this
certificate to be signed by R. Cucuz, its Chairman of the Board of Directors,
and attested by Barry J. Miller, its Assistant Secretary, this day of july
1994.

WESTERN WHEEL GEORGIA, INC.

By: /s/ R. Cucuz
----------------------------------
R. Cucuz
Chairman of the Board of Directors

ATTEST:

/s/ Barry J. Miller
- ----------------------------
Barry J. Miller
Assistant Secretary

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
HAYES WHEELS INTERNATIONAL - GEORGIA, INC.

HAYES WHEELS INTERNATIONAL - GEORGIA, INC., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:

FIRST: The Corporation's Certificate of Incorporation was filed on
March 11, 1993, with the Secretary of State of the State of Delaware.

SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

FIRST: The name of the Corporation is HAYES LEMMERZ
INTERNATIONAL - GEORGIA, INC.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this 7th
day of January, 1998 by duly authorized officers of the Corporation.

HAYES WHEELS INTERNATIONAL -
GEORGIA, INC.

By: /s/ William D. Shovers
--------------------------------
Name: William D. Shovers
Title: Vice President - Finance

ATTEST:

By: /s/ Patrick B. Carey
--------------------------
Name: Patrick B. Carey
Title: Assistant Secretary

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 02/09/1998
981050616 - 2328728

EXHIBIT 3.28

WESTERN WHEEL GEORGIA, INC.

a Delaware corporation

* * * *

BY - LAWS

* * * *

ARTICLE I - OFFICES

Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

Section 2. The corporation shall also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.

ARTICLE II - MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of Huntington, State of Indiana, at such
place as may be fixed from time to time by the board of directors, or at such
other place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting. Meetings of stockholders for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders shall be held on the first
Thursday in June, if not a legal holiday, and if a legal holiday, then on the
next secular day following, at 2:00 p.m.,

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or at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect by a plurality vote a board of directors, and transact such other business
a may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting as provided by law.

Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

Section 5. Special meetings of the stockholders, for any purpose of
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the chairman of the board and shall be called by
him or the secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than

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nor more than 5 days before the date of the meeting, to each stock-holder
entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

Section 8. The holders of the stock issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of incorporation.
If, however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice there than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting as transacted at the
meeting as originally notified. If the adjournment is for more than thirty days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any questions brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

Section 10. Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such

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stockholder, but no proxy shall be voted on after three years form its date,
unless the proxy provides for a longer period.

At all elections of directors of the corporation, each stockholder
having voting power shall be entitled to exercise the right of cumulative voting
as provided in the certificate of incorporation.

ARTICLE III - DIRECTORS

Section 1. The number of directors shall be one, until the resignation
of the sole director appointed by the incorporators, upon the occurrence of
which, the number of directors which shall constitute the whole board shall be
3. The directors shall be elected at the annual meeting of the stockholders,
except as provided in Section 2 of this Article, and each director elected shall
hold office until his successor is elected and qualified. Directors need not be
stockholders.

Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though

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less than a quorum, or by a sole remaining director, and the directors so chosen
shall hold offices until the next annual election and until their successors are
duly elected and shall qualify, unless sooner displaced. If there are no
directors in office, then an election of directors may be held in the manner
provided by statute. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order and
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors chosen by the directors then
in office.

Section 3. The business of this corporation shall be managed by or
under the direction of its boards of directors which may exercise all such
powers of the corporation and do all such lawful acts and things as are not by
statute or by the certificate of incorporation or by these by-laws directed or
required to be exercised or done by the stockholder.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

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stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholder, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

Section 7. Special meetings of the board may be called by the president
on 3 days' notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the chairman of the board or secretary in
like manner and on like notice on the written request of two directors unless
the board consists of only one director; in which case special meetings shall be
called by the chairman of the board or secretary in like manner and on like
notice on the written request of the sole director.

Section 8. At all meetings of the board, a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting of which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provide by statute. If a quorum shall not be present at any meeting
of the board of directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

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are filed with the minutes of proceedings of the board or committee.

Section 10. Members of the board of directors, or any committee
designated by the board of directors, may participate in a meeting of the board
of directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

At any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power of
authority in reference to amending the certification of incorporation (except a
committee may, to the extent authorized in the resolution or resolutions
providing for the issuance

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of shares of stock adopted by the board of directors as provided in Section
151(a) fix any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
corporation of the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the corporation) adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, recommending
to the stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the by-laws of the corporation; and, unless the
resolution or the certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock or to adopt a certificate of ownership and
merger. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.

Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director form serving the
corporation in any other capacity and receiving compensation therefore. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

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REMOVAL OF DIRECTORS

ARTICLE IV - NOTICES

Section 1. Whenever, under the provision of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at other times when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

ARTICLE V - OFFICERS

Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice president, a secretary and a
treasurer. The board of directors may also choose additional vice presidents,
and one or more assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these by-laws otherwise provide.

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Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more vice
presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief operating officer of the
corporation, with the power to manage the operations of the corporation. He
shall have the powers granted to the chairman of the board in Section 7 of this
Article V and shall have such further powers as the board of directors may from
time to time by resolution confer upon him. In the absence or refusal to act of
the chairman of the board, the powers of the chairman of the board shall devolve
upon the President.

THE VICE PRESIDENTS

Section 7. In the absence of the president or in the event of his
inability or refusal to act, the vice president (or in the event there be more
than one vice president, the vice presidents in

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the order designated by the directors, or in the absence of any designation,
then in the order of their election) shall perform the duties of the president,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. The vice presidents shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

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such other duties and have such other powers as the board of directors may from
time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 10. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to credit of the corporation in such
depositories may be designated by the board of directors.

Section 11. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when he board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

Section 12. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

Section 13. the assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there by no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the

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treasurer and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

ARTICLE VI - CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a
certificate. Certificates shall be signed by, or in the name of the corporation
by, the chairman of the board of directors, or the president or a vice president
and the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the corporation.

If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designation, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualification, limitations or restrictions of
such preferences and/or rights shall be set forth in full or summarized on the
face or back of the certificate which the corporation shall issue to represent
such class or series of stock, provided that, except as otherwise provided in
Section 202 of the General corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face of or back of the certificate
which the corporation shall issue to represent such class or series of stock, a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to Sections 151, 156,

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202(a) or 218(a) or a statement that the corporation will furnish without charge
to each stockholder who so requests the powers, designations, preferences and
relative participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of the fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen, or destroyed.

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TRANSFER OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares, such uncertificated shares shall be canceled and issuance
of new equivalent uncertificated shares or certified shares shall be made to the
person entitled thereto and the transaction shall be recorded upon the books of
the corporation.

FIXING RECORD DATE

Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less that ten days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive
rights of a

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person registered on its books as the owner of shares to receive dividends, and
to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII - GENERAL PROVISIONS

DIVIDENDS

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ANNUAL STATEMENT

Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

CHECKS

Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be January 1
through December 31.

SEAL

Section 6. The corporate seal shall be adopted by the directors.

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors,
employees and agents to the full extent permitted by the General Corporation Law
of Delaware.

ARTICLE VIII - AMENDMENTS

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laws be contained in the notice of such special meeting. If the power to adopt,
amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.

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EXHIBIT 3.29

FILED
APR 22 1988
[/s/ ILLEGIBLE]
Secretary of State

CERTIFICATE OF INCORPORATION

MWC ACQUISITION SUB, INC.

I, the undersigned, for the purpose of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
hereby certify as follows:

FIRST: The name of the corporation (hereinafter called the
"Corporation") is MWC Acquisition Sub, Inc.

SECOND: The address of the Corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County or New Castle, The name of the Corporation's registered agent at such
address is The Corporation Trust Company.

THIRD: 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.

FOURTH: The total number of shares of common stock which the
Corporation shall have authority to issue is 1,000. All such shares shall have a
par value of $0.01 per share.

FIFTH: The name and mailing address of the sole incorporator is Charles
D. Glanville, Jones, Day, Reavis & Pogue, 901 Lakeside Avenue, Cleveland, Ohio
44114.

SIXTH: The names and mailing addresses of the persons who are to serve
as directors of the Corporation until

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the first annual meeting of stockholders or until their successors are elected
and qualified are as follows:

NAME MAILING ADDRESS
---- ---------------
Joseph C. Overbeck 4000 Collins Road

Lansing, Michigan 48910

Richard W. Tuley 4000 Collins Road

Lansing, Michigan 48910

Dale R. Martin 4000 Collins Road

Lansing, Michigan 48910

SEVENTH: The board of directors of the Corporation shall have power to
make, alter or amend By-Laws of the Corporation.

EIGHTH: 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 may be added or inserted, in the manner
now or hereafter prescribed by law; and all rights, preferences and privileges
of whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and

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pursuant to this Certificate of Incorporation in its present form or as
hereafter amended are granted subject to the right reserved in this Article.

IN WITNESS WHEREOF, I the undersigned, being the sole incorporator
hereinabove named, do hereby execute this Certificate of Incorporation this 21st
day of April 1988.

/s/ Charles D. Glanville
------------------------
Charles D. Glanville

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:00 PM 02/18/1998
981063088 - 2158574

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
MWC ACQUISITION SUB, INC.

MWC ACQUISITION SUB, INC., a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify as follows:

FIRST: The Corporation's Certificate of Incorporation was filed on
April 22, 1988, with the Secretary of State of the State of Delaware.

SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

FIRST: The name of the Corporation is HL OHIO SUB, INC.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this
16th day of February, 1998 by duly authorized officers of the Corporation.

MWC ACQUISITION SUB, INC.

By: /s/ Daniel M. Sandberg
-----------------------------------
Name: Daniel M. Sandberg
Title: Vice President, General Counsel
& Secretary

ATTEST:

By: /s/ Patrick B. Carey
-----------------------
Name : Patrick B. Carey
Title: Assistant Secretary

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
HL OHIO SUB, INC.

HL OHIO SUB, INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify as follows:

FIRST: The Corporation's Certificate of Incorporation was filed on
April 22, 1988, with the Secretary of the State of Delaware.

SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

FIRST: The name of the corporation is HAYES LEMMERZ
INTERNATIONAL - HOMER, INC.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this 17th
day of June, 1999 by duly authorized officers of the Corporation.

HL OHIO SUB, INC.

By: /s/ William D. Shovers
-------------------------
Name: William D. Shovers
Title: Vice President

ATTEST:

By: /s/ Patrick B. Carey
--------------------------
Name : Patrick B. Carey
Title: Assistant Secretary

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 06/18/1999
991248308 - 2158574

EXHIBIT 3.30

ARTICLE I
MEETINGS OF STOCKHOLDERS

Section 1. Time and Place of Meetings. All meetings of the stockholders
for the election of directors or for any other purpose shall be held at such
time and place, within or without the State of Delaware, as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of stockholders, commencing
with the year 1989, shall be held on the last Tuesday of April if not a legal
holiday, and if a legal holiday, then on the next day not a legal holiday, at
10:00 a.m., or at such other date and time as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting, at which
they shall elect by a plurality vote by written ballot a Board of Directors, and
transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board or the
President and shall be called by the President or Secretary at the request in
writing of a majority of the Board of Directors. Such request shall state the
purpose or purposes of the proposed meeting.

Section 4. Notice of Meetings. Written notice of a meeting stating the
place, date and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given to each
stockholder entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting. If mailed, notice is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation.

Section 5. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented.

Section 6. Voting. At each meeting of the stockholders, every
stockholder having the right to vote shall be entitled to vote in person or by
proxy appointed by a legally sufficient instrument. Except as otherwise provided
by statute or by the Certificate of Incorporation, each stockholder shall at
every meeting of the stockholders be entitled to one vote in person or by proxy
for each share of stock having voting power held by such stockholder on the
record date for the meeting. The vote upon any question brought before a meeting
of the stockholders, except as otherwise required by these By-Laws, may be by
voice vote. Every vote taken by written ballot shall be counted by one or more
inspectors of election appointed by the Board of Directors. When a quorum is
present at any meeting, the holders of a majority of the stock which has voting
power present in person or represented by proxy and which is actually voted
shall decide any question brought before such meeting, unless the question is
one upon which by express provision of the statutes, the Certificate of
Incorporation or these By-Laws, a different vote is required, in which case such
express provision shall govern and control the decision of such question.

Section 7. Definition. Every reference in these By-Laws to a majority
or other proportion of stock shall refer to such majority or other proportion of
the votes of such stock.

ARTICLE II
DIRECTORS

Section 1. Number and Term of Office. The Board of Directors shall
consist of one or more members. The first board shall consist of three
directors. Thereafter, the number of directors shall be fixed by resolution of
the Board of Directors or by the stockholders at the annual meeting or a special
meeting. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified, except
as required by law. Directors need not be stockholders.

Section 2. Vacancies and New Directorships. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
which occur between annual meetings of stockholders may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual meeting of stockholders and until their successors are duly elected and
shall qualify, except as required by law.

-2-

Section 3. Powers. The business and affairs of the Corporation shall be
managed by or under the direction of its Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these By-Laws
directed or required to be exercised or done by the stockholders.

Section 4. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice immediately after the annual meeting of stockholders
and at such other time and at such place as shall from time to time be
determined by the Board of Directors.

Section 5. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board or by the President on one day's
notice to each director by whom it is not waived, either personally or by mail
or by telegram; special meetings shall be called by the President or Secretary
in like manner and on like notice on the written request of two directors.

Section 6. Quorum. At all meetings of the Board a majority of the total
number of directors then in office, or if the total number of directors then in
office is an even number one-half thereof, shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

Section 7. Written Action. Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all members of the Board of Directors or committee,
as the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes or proceedings of the Board of Directors or committee.

Section 8. Participation in Meetings by Conference Telephone. Members
of the Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors, or any
committee, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at the
meeting.

-3-

Section 9. Committees. The Board of Directors may, by resolution passed
by a majority of the whole Board of Directors, designate one or more committees,
each committee to consist of one or more of the directors of the Corporation and
each to have such lawfully delegable powers and duties as the Board may confer.
The Board of Directors may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. Except as otherwise provided by statute, any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.

Section 10. Conduct of Business. Unless otherwise ordered by the Board
of Directors, a majority of the members of any committee appointed by the Board
of Directors pursuant to these By-Laws shall constitute a quorum at any meeting
thereof, and the act of a majority of the members present at a meeting at which
a quorum is present shall be the act of such committee. Any such committee shall
prescribe its own rules for calling and holding meetings and its method of
procedure, subject to any rules prescribed by the Board of Directors, and
shall keep a written record of all actions taken by it.

ARTICLE III
NOTICES

Section 1. Generally. Whenever, under the provisions of the statutes or
of the Certificate of Incorporation or of these By-Laws, notice is required to
be given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram or telephone.

Section 2. Waivers. Whenever any notice is required to be given under
the provisions of the statutes or of the Certificate of Incorporation or of
these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

-4-

ARTICLE IV
OFFICERS

Section 1. Generally. The officers of the Corporation shall be chosen
by the Board of Directors and shall be a President, a Secretary and a Treasurer.
The Board of Directors may also choose a Chairman of the Board of Directors (who
shall be the Chief Executive Officer), one or more vice presidents, and one or
more assistant secretaries and assistant treasurers. Any number of offices may
be held by the same person.

Section 2. Compensation. The compensation of all officers and agents of
the Corporation who are also directors of the Corporation shall be fixed by the
Board of Directors. The Board of Directors may delegate the power to fix the
compensation of all other officers and agents of the Corporation to an officer
of the Corporation.

Section 3. Succession. The officers of the Corporation shall hold
office until their successors are chosen and qualified. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the Corporation shall be filled by the Board of Directors.

Section 4. Authority and Duties. The officers of the Corporation shall
have such authority and shall perform such duties as are customarily incident to
their respective offices, or as may be specified from time to time by the
directors regardless of whether such authority and duties are customarily
incident to such office.

Section 5. Action with Respect to Securities of Other Corporations.
Unless otherwise directed by the Board of Directors, the Chairman, the President
or any Vice President shall have the power to vote and otherwise act on behalf
of the Corporation, in person or by proxy, at any meeting of stockholders (or
with respect to any action of such stockholders) of any other corporation in
which the Corporation may hold securities and otherwise exercise any and all
rights and powers which the Corporation may possess by reason of its ownership
of securities of such other corporation.

ARTICLE V
STOCK

Section 1. Certificates. Every holder of stock in the Corporation shall
be entitled to have a certificate signed by, or in the name of, the Corporation
by the Chairman of the Board or

-5-

the President or a Vice President and by the Treasurer or an assistant treasurer
or the Secretary or an assistant secretary of the Corporation, representing the
number of shares in the Corporation registered in his name. Any or all the
signatures on the certificate may be a facsimile.

Section 2. Transfer. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to, or cause its transfer
agent to, issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

Section 3. Lost, Stolen or Destroyed Certificates. In the event of the
loss, theft or destruction of any certificate for shares, another may be issued
in its place pursuant to such requirements as the Board of Directors may
establish concerning proof of such loss, theft or destruction and concerning the
giving of a satisfactory bond or bonds of indemnity.

Section 4. Record Date. The Board of Directors may fix in advance a
date, not more than sixty nor less than ten days prior to the date of any
meeting of stockholders, nor more than sixty days prior to the date of any
written consent of stockholders without a meeting, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, as a
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting and any adjournment thereof, or entitled to express
such written consent, or to receive payment of any such dividend, to any such
allotment of rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock.

ARTICLE VI
INDEMNIFICATION

Section 1. Indemnification.

(a) The Corporation shall indemnify any person who has been made a
party to, or has threatened to be made a party to, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, including all appeals, by reason of the fact that he is or was a
director, officer or employee of the Corporation, or is or was serving at the
request of the Corporation as a director, officer or employee of another
corporation, partnership, joint venture,

-6-

trust or other enterprise, to the full extent permitted by statute. The
Corporation may (in the Corporation's discretion) indemnify or agree to
imdemnify any person who has been made a party to, or is threatened to be made a
party to, any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, including all appeals,
by reason of the fact that he is or was an agent of the Corporation, or is or
was serving at the request of the Corporation as an agent of another
corporation, partnership, joint venture, trust or other enterprise, to the
fullest extent permitted by statute or such lesser extent as the Board of
Directors determine.

(b) Expenses incurred by any director, officer, or employee indemnified
hereunder in defending any civil, criminal, administrative or investigative
action, suit or proceeding (including all appeals) or threat thereof, may be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director,
officer or employee to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation as authorized in
this Section. Such expenses incurred by other agents may be so paid upon terms
and conditions, if any, as the Board of Directors deems appropriate.

(c) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Section shall not be deemed
exclusive of or in any way to limit any other rights to which those persons
seeking indemnification or advancement of expenses hereunder may be or may
become entitled as a matter of law, by the Certificate of Incorporation, these
By-Laws, agreement, insurance, vote of directors or stockholders or otherwise,
both as to action in his official capacity and with respect to action in another
capacity while holding such office.

(d) No amendment, termination or repeal of this Section shall affect or
impair in any way the rights of any director or officer of the Corporation to
indemnification in the provisions hereof with respect to any action, suit or
proceeding arising out of, or relating to, any actions, transactions or facts
occurring prior to the final adoption of such amendment, termination or repeal.

(e) If any part of this Section shall be found, in any action, suit or
proceeding, to be invalid or ineffective, the validity and effect of the
remaining parts shall not be affected thereby.

-7-

(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.

Section 2. Insurance. The Corporation shall have the power to 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, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under applicable law or under these By-Laws.

ARTICLE VII
GENERAL PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Corporation shall be the
calendar year or such other fiscal year as fixed by resolution of the Board of
Directors.

Section 2. Corporate Seal. The Board of Directors may adopt a corporate
seal and use the same by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.

Section 4. Time Periods. In applying any provision of these By-Laws
which require that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall be used, the day of the doing of
the act shall be excluded and the day of the event shall be included.

-8-

ARTICLE VIII
AMENDMENTS

Section 1. Amendments. These By-Laws may be altered, amended or
repealed or new By-Laws may be adopted by the stockholders or by the Board of
Directors.

CERTIFICATE OF SECRETARY

I, the undersigned, hereby certify:

1. That I am the duly elected, qualified and acting Secretary of
MWC Acquisition Sub, Inc., a Delaware corporation.

2. That the foregoing By-Laws of said Corporation were duly
adopted as the By-Laws thereof by Written Consent of the Directors of said
Corporation, dated as of April 22, 1988, and that the same now constitute the
By-Laws of said Corporation.

Executed this 28th day of April 1988.

/s/ Dale R. Martin
-------------------------
Dale R. Martin, Secretary

8731C(CL)/3155J(DT)

-9-

EXHIBIT 3.31

ARTICLES OF INCORPORATION

These Articles of Incorporation are signed and acknowledged by the
incorporators for the purpose of forming a corporation for profit under the
provisions of Act No. 327 of the Public Acts of 1931, as amended, as follows:

ARTICLE I.

The name of the corporation is CAST FORGE CORPORATION

- -------------------------------------------------------------------------------

ARTICLE II.

The purpose or purposes for which the corporation is formed are as follows:
- --------------------------------------------------------------------------------
To engage in the business of developing pressure casting
- --------------------------------------------------------------------------------
processes and devices: to manufacture castings by the use of
- --------------------------------------------------------------------------------
such processes and devices.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

In general to carry on any business in corporation therewith and incident
thereto not forbidden by the laws of the State of Michigan and with all the
powers conferred upon corporations by the laws of the State of Michigan.

ARTICLE III.

Location of the first registered office is:

820 Ford Building Detroit 26 Wayne,
- ---------- --------------- --------- ------- ----------, Michigan.
(No.) (Street) (City) (Zone) (County)

Postoffice address of the first registered office is:

820 Ford Building Detroit 26
- ------------------------------------ --------- --------, Michigan.
(No. and Street or P.O. Box) (City) (Zone)

ARTICLE IV.

The name of the first resident agent is Frank W. Donovan

ARTICLE V.

The total authorized capital stock is

{Preferred shs._________ {Par Value $_____________________}
(1) { } per share
{Common shs. 5,000 {Par Value $10.00 }

{Book Value $_____________ }
{ } per share
{Price fixed for sale $___ }
{Preferred ________}
and/or shs. of (2) { } no Par Value
{Common ___________} {Book Value $_____________}
} per share
{Price fixed for sale $___}

(3) A statement of all or any of the designations and the powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof is as follows:

One class of stock
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
FORM 1

GOLD SEAL APPEARS ONLY ON ORIGINAL

- --------------------------------------------------------------------------------

ARTICLE VI.

The names and places of residence or business of each of the incorporators
and the number and class of shares subscribed for by each are as follows:
(Statute requires one or more incorporators)

Number of Shares
--------------------------------------
Par Stock Non-Par Stock
Name Residence or Business Address ------------------ ------------------
(No.) (Street) (City) (State) Common Preferred Common Preferred
- -----------------------------------------------------------------------------------------------------

Frank W. Donovan. 820 Ford Bldg., Detroit, Mich 100
- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------

ARTICLE VII.

The names and address of the first board of directors are as follows:

(Statute requires at least three directors)
- --------------------------------------------------------------------------------
Name Residence of Business Address
(No.) (Street) (City) (State)
- --------------------------------------------------------------------------------

Frank W. Donovan 820 Ford Building Detroit Michigan
- --------------------------------------------------------------------------------
Thomas A. Roach 820 Ford Building Detroit Michigan
- --------------------------------------------------------------------------------
Jane W. C. Gordon 820 Ford Building Detroit Michigan
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

ARTICLE VIII.

The term of the corporate existence is thirty years.

ARTICLE IX.

OPTIONAL (Please delete Article IX if not applicable.)

Whenever a compromise or arrangement or any plan of reorganization of this
corporation is proposed between this corporation and its creditors or any claim
of them and/or between this corporation and its shareholders or any class of
them, any court of equity jurisdiction within the state of Michigan, may on the
application of this corporation or of any creditor or any shareholder thereof,
or on the application of any receiver or receivers appointed for this
corporation, order a meeting of the creditors or class of creditors, and/or of
the shareholders or class of shareholders, as the case may be, to be affected by
the proposed compromise or arrangement or reorganization, to be summoned in such
manner as said court directs. If a majority in number representing three-fourths
in value of the creditors or class of creditors, and/or of the shareholders or
class of shareholders, as the case may be, to be affected by the proposed
compromise or arrangement or reorganization, agree to any compromise or
arrangement or to any reorganization of this corporation as a consequence of
such compromise or arrangement, said compromise or arrangement and said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or
on all the shareholders or class of shareholders, as the case may be, and also
on this corporation.

ARTICLE X.

(Here insert any desired additional provisions authorized by the Act.)

________________________________________________________________________________

I the incorporator, sign my name this 27th day of August 1962

(All parties appearing under Article VI are required to sign in this space)

/s/ Frank W. Donovan
- --------------------------------------------------------------------------------
Frank W. Donovan
________________________________________________________________________________

________________________________________________________________________________

STATE OF MICHIGAN ______________} (One or more of the parties signing must
ss. acknowledges before the Notary)
COUNTY OF WAYNE }

On this 27th day of August, 1962, before me personally appeared FRANK W. DONOVAN

________________________________________________________________________________

to me known to be the person described in and who executed the foregoing
instrument, and acknowledges that he executed the same as his free act and deed.

/s/ Jane W. C. Gordon
-----------------------------------------
(Signature of Notary)

Jane W. C. Gordon
-----------------------------------------
Print or type name of Notary

Notary Public for Wayne County,
State of Michigam.

My commission expires July 10, 1964
(Notarial seal required if acknowledgment
taken out at State)

GOLD SEAL APPEARS ONLY ON ORIGINAL

ORIGINAL
(CORPORATION FOR PECUNIARY PROFIT)
ARTICLES OF INCORPORATION
OF

________________________________________________________________________________
(Please type or print corporate name)

- --------------------------------------------------------------------------------
Under Act No. 327, Public Acts, 1931, as amended.
- --------------------------------------------------------------------------------
(This blank prepared by Michigan Corporation and Securities Commission.)

FILED

AUG 29 1962

/s/ [ILLEGIBLE]
---------------------

COMMISSIONER

MICHIGAN CORPORATION & SECURITIES COMMISSION

MAIL THREE SIGNED AND ACKNOWLEDGED
COPIES TO:

Michigan Corporation & Securities Commission

P.O. Box 898 LEASING 4, MICHIGAN

RECEIVED

AUG 28 1962

MICHIGAN CORPORATION AND
SECURITIES COMMISSION

AUG 29 1962

/s/ [ILLEGIBLE]
--------------------
Compared by

GOLD SEAL APPEARS ONLY ON ORIGINAL

STATE OF MICHIGAN
CORPORATION AND SECURITIES COMMISSION
LANSING, MICHIGAN

- --------------------------------------------------------------------------------
DO NOT WRITE IN SPACE BELOW -- FOR COMMISSION USE
- --------------------------------------------------------------------------------
Date Received: Compared by:
- ----------------------------
/s/ [ILLEGIBLE]
- ---------------------------------------------------
Date:
- ----------------------------
JUL 14 1965
- ---------------------------------------------------
Examiner:
- ----------------------------
/S/ [ILLEGIBLE]
- --------------------------------------------------------------------------------

CERTIFIED RESOLUTION OF CHANGE OF REGISTERED OFFICE

I, JERRY H. STEWARD, Secretary, of
CAST FORGE CORPORATION
-------------------------------------, do hereby certify that the following
(Corporate Name)
is a true and correct copy of the resolution adopted by the board of directors
of said corporation at a meeting called and held on the 3rd day of June, 1965:

"RESOLVED, that the location of the registered office of
Cast Forge Corporation within the State of Michigan is changed from
- ----------------------------------
(Corporate Name)
820 Ford Building Detroit County of Wayne, Michigan 48226
- ----------------------, -------------------, ---------
(Street and Number) (City or Village) (Zip Code)
to 2150 Guardian Building Detroit County of Wayne, Michigan 48226
-------------------------, ----------------, ---------,
(Street and Number) (City or Village) (Zip Code)

Signed on June 3, 1965.

/s/ Jerry H. Steward
-----------------------------
(Jerry H. Steward, Secretary)
(DESIGNATE OFFICE HELD BY SIGNER)

Note: Mail three signed copies, except in case of change of location
from one county to another, in which case four copies of this Certificate are
required, to Michigan Corporation and Securities Commission, Box 898, Lansing,
Michigan 48904.

Filing fee $5.00.

GOLD SEAL APPEARS ONLY ON ORIGINAL

STATE OF MICHIGAN
CORPORATION AND SECURITIES COMMISSION
LANSING, MICHIGAN
- --------------------------------------------------------------------------------
DO NOT WRITE IN SPACE BELOW--FOR COMMISSION USE
- --------------------------------------------------------------------------------

Date Received:
- ------------------------------
[ILLEGIBLE]
- -----------------------------------------------------------
(Compared By)
- -------------------------------
[ILLEGIBLE]
- -----------------------------------------------------------
(Date)
- -------------------------------

- -------------------------------

- --------------------------------------------------------------------------------

CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION

CAST FORGE CORPORATION
- -------------------------------------------------------------------------------,
(Corporate Name)
a Michigan corporation, whose registered office is located at 2150
------
(No.)
Guardian Building Detroit 26 Wayne Michigan, certifies pursuant
- ----------------------------------------------
(Street) (City) (Zone) (County)
to the provisions of Section 43 of Act No. 327 of the Public Acts of 1931, as
amended, that at a meeting of the Shareholders of said corporation
-------------------------
(Shareholders or members)
called for the purpose of amending the articles of incorporation, and held on
the 3rd day of June, 1965, it was resolved by the vote of {the holders of a
majority of the shares} of each class entitled to vote and by {a majority of the
shares} of each class whose rights, privileges or preferences are changed, that
Article No I of the Articles of incorporation is amended to read as follows,
viz:

ARTICLE I
(Any article being amended is required to be set forth in its entirety.)

The name of the corporation is C. F. ENGINEERING CORPORATION. [ILLEGIBLE]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

FORM 16 (Continued on the reverse side)

GOLD SEAL APPEARS ONLY ON ORIGINAL

FORM 16

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NOTE: Sec. 43. amended by Act 155, P. A. 1953, provides:
"**** That any amendment which impairs the preemptive right of the
holders of shares of any class of capital stock entitled to such right
shall be approved by the vote of the holders of 2/3 of the shares of
each such class. ****"

Signed on June 3, 1965

CAST FORGE CORPORATION
--------------------------------------
(Corporate Name)

(Corporate Seal if any) By /s/ Joseph H. Steward
--------------------------------
(President)
Joseph H. Steward

By /s/ Jerry H. Steward
---------------------------------
(Secretory)
Jerry H. Steward

STATE OF MICHIGAN }
COUNTY OF WAYNE } SS.

On this 3rd day of June, 1965, before me appeared

JOSEPH H. STEWARD
- --------------------------------------------------------------------------------
(Name of President)

to me personally known, who, being by me duly sworn, did say that he is the
president

CAST FORGE CORPORATION
of-----------------------------------------------------------------------------,
(Corporate Name)

which executed the foregoing instrument, and that *[the seal affixed to said
instrument is the corporate seal of said corporation, and that] said instrument
was signed *[and sealed] in behalf of said corporation by authority of its board
of directors, and said officer acknowledged said instrument to be the free act
and deed of said corporation.

*If corporation has no seal strike out the words /s/ [ILLEGIBLE]
in brackets and add at end of acknowledgment ------------------------------
the following: "and that said corporation has (Signature of Notary)
no corporate seal". Notary Public for Wayne
County,State of Michigan.

My Commission expires
July 6, 1968

(Notarial seal required it
acknowledgment taken out of
State)

Mail Three Signed and Acknowledged Copies To:
Michigan Corporation and Scurities Commission
P.O. Box 898 Lansing 4, Michigan
Filing Fee $5.00

GOLD SEAL APPEARS ONLY ON ORIGINAL

STATE OF MICHIGAN
CORPORATION AND SECURITIES COMMISSION
LANSING, MICHIGAN

- --------------------------------------------------------------------------------
DO NOT WRITE IN SPACE BELOW -- FOR COMMISSION USE
- --------------------------------------------------------------------------------
Date Received: FILED
- ----------------------------------
MAY 14 1968 Michigan Department of Treasury
- --------------------------------------------------------------
(Compared By) MAY 15 1968
- ----------------------------------
[ILLEGIBLE]
- --------------------------------------------------------------
[ILLEGIBLE] (Date)
/s/
- ----------------------------------
STATE TREASURER
- ----------------------------------

- --------------------------------------------------------------------------------

CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION

C. F. ENGINEERING CORPORATION
- -------------------------------------------------------------------------------,
(Corporate Name)
a Michigan corporation, whose registered office is located at
2150 GUARDIAN BUILDING
- --------------------------------------------------------------------------------
(No.) (Street)
DETROIT, 48219 WAYNE
- --------------------------------------------------------------------------------
(City) (Zone) (County)
Michigan, certifies pursuant to the provisions of Section 43 of Act No. 327 of
the Public Acts of 1931, as amended, that at a meeting of the
SHAREHOLDERS
- ---------------------------- of said corporation called for the purpose of
(Shareholders or members)
amending the articles of incorporation, and held on the 30th day of June, 1967,
it was resolved by the vote of {the holders of a majority of the shares} of each
class entitled to vote and by {a majority of the shares} of each class whose
rights, privileges or preferences age changed, that Article No 1 of the Articles
of Incorporation is amended to read as follows, viz:

ARTICLE 1

(Any article being amended is required to be set forth in its entirety.)
The name of the corporation is: Cast Forge Company
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

FORM 16 (Continued on the reverse side)

GOLD SEAL APPEARS ONLY ON ORIGINAL

FORM 16

NOTE: Sec. 43, amended by Act 155, P. A. 1953, provides:

"**** That any amendment which impairs the preemptive right of the
holders of shares of any class of capital stock entitled to such right
shall be approved by the vote of the holders of 2/3 of the shares of
each such class. ****"

Signed on May 7, 1968
C.F. ENGINEERING CORPORATION
CAST FORGE COMPANY
------------------------------------
(Corporate Name)

(Corporate Seal if any) By /s/ Jerry H. Steward
-----------------------------------
(President or Vice-President)

/s/ Joseph H. Steward
-------------------------------------
(Secretary or Assistant Secretary)
}
STATE OF MICHIGAN }
}ss.
COUNTY OF Wayne }
}
On this 7 day of May, 1968, before me appeared
Jerry H. Steward
- --------------------------------------------------------------------------------
(Name of President)
to me personally known, who, being by me duly sworn, did say that he is the
president of
C. F. Engineering Corporation
- --------------------------------------------------------------------------------
(Corporate Name)
which executed the foregoing instrument, and that *[the seal affixed to said
instrument is the corporate seal of said corporation, and that] said instrument
was signed *[and sealed] in behalf of said corporation by authority of its
board of directors, and said officer acknowledged said instrument to be the free
act and deed of said corporation.

My Commission Expires
[ILLEGIBLE]
(Notarial seal required if
acknowledgment taken out of
State)

Michigan Corporation and Securities Commission
P.O. Box 898 Lansing 4, Michigan
Filing Fee $5.00

GOLD SEAL APPEARS ONLY ON ORIGINAL

[ILLEGIBLE] STATE OF MICHIGAN
MICHIGAN DEPARTMENT OF TREASURY
CORPORATION DIVISION
LANSING MICHIGAN

- --------------------------------------------------------------------------------
DO NOT WRITE IN SPACE BELOW -- FOR DEPARTMENT USE
- --------------------------------------------------------------------------------
Compared by:
Date Received:
- ----------------------
DEC 18 1969
- -------------------------------------------- FILED
Date: Michigan Department of Treasury
- ----------------------
DEC 22 1969
- ----------------------

- -------------------------------------------- /s/ [ILLEGIBLE]
Examiner: STATE TREASURER
/s/ [ILLEGIBLE]
- --------------------------------------------------------------------------------

CERTIFICATE OF INCREASE OF CAPITAL STOCK

CAST FORGE COMPANY
- -------------------------------------------------------------------------------
(Corporate Name)

a Michigan corporation, whose registered office is located at 2150
-----------
(No.)
Guardian Bldg. Detroit Wayne, Michigan 48226 , certifies pursuant
- ------------------------------------- -------
(Street) (City) (County) (Zip Code)
to the provisions of Section 43 of Act 327, Public Acts of 1931, as amended,
that at a meeting of the stockholders of the said corporation called for the
purpose of increasing its authorized capital stock, and held on the
Twenty-seventh day of June, 1969, it was resolved, by the vote of the holders of
a majority of the shares of each class of shares entitled to vote and a majority
of shares of each class whose rights, privileges or preferences are so changed,
that the authorized capital stock be increased from:

{Preferred shs.-----} {Par Value $ ----- }
(1) { } { }per share
{Common shs. 5,000 } {Par Value $ 10.00 }

{Book Value $----------------}
{Preferred -----{ }
{ {Price fixed for sale $------}
and/or (2), shares of no par value{ }per share
{ {Book Value $----------------}
{Common --------{ }
{Price fixed for sales $-----}

and that the provisions of the Articles of Incorporation relating to capital
stock are amended to read as follows:

{Preferred shs.-----} {Par Value $ ----- }
(1) { } { } per share
{Common shs. 25,000 } {Par Value $ 10.00 }

Form 13 (Please turn page)

GOLD SEAL APPEARS ONLY NO ORIGINAL

FORM 13

(3) A statement of all or any of the designations and the powers, preferences
and rights, and the qualifications, limitations or restrictions thereof is as
follows:
(Provisions need not be stated unless changed. A rider may be attached.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Signed on November 14, 1969 CAST FORGE COMPANY
----------------------
(Corporate Name)

(Corporate Seal if any) By /s/ Jerry H. Steward
--------------------------------
(President or Vice-President)

/s/ Joseph H. Steward
---------------------------------
(Secretary or Assistant Secretary)

STATE OF MICHIGAN }
}ss.
COUNTY OF Wayne }

On this 14th day of November, 1969, before me appeared
Jerry H. Steward, of the CAST FORGE COMPANY, which executed the
- -------------------------------- ------------------
(Name resident or Vice-president) (Corporate Name)
foregoing instrument, to me personally known, who, being by me duly sworn, did
say that he is the president or vice-president of said corporation, and that
*[the seal affixed to said instrument is the corporate seal of said corporation,
and that] said instrument was signed *[and sealed] in behalf of said corporation
by authority of its board of directors, and said officer acknowledged said
instrument to be the free act and deed of said corporation.

*If corporation has no seal strike out /s/ Lois LaFever
the words in brackets and add at end of --------------------------------------
acknowledgement the following: "and (Signature of Notary)
that said corporation has no corporate
seal".

Notary Public for Wayne County, State of
Michigan.

LOIS LaFEVER
Notary Public, Wayne County, Mich.
My commission expires Feb. 1, 1970

(Notarial seal required if acknowledgment
taken out of State)

NOTE: Filing Fee - $5.00
Franchise Fee -- 1/2 mill on each dollar of increase over highest
previous authorized capital stock. Make fee payable to State of
Michigan.

MAIL ONE SIGNED AND ACKNOWLEDGED COPIES TO: Michigan Department of Treasury
Corporation Division
P. O. Drawer C
Lansing, Michigan 48904
FORM 13

GOLD SEAL APPEARS ONLY ON ORIGINAL

[ILLEGIBLE] STATE OF MICHIGAN
MICHIGAN DEPARTMENT OF TREASURY
CORPORATION DIVISION
LANSING, MICHIGAN

- --------------------------------------------------------------------------------
NOTE DO NOT WRITE IN SPACE BELOW --- FOR DEPARTMENT USE
---- --------------------------------------------------

This form may be filed Date of Received:
to increase the authorized ------------------
capital stock of a Michigan MAY 14 1971
corporation pursuant to the ------------------
provisions of Section 43. MAY 27 1971 FILED
Act 327, P.A. of 1931 as ------------------
amended.

Mail ONE signed and ------------------ JUN - 2 1971
acknowledged copy to:
------------------ /s/ [ILLEGIBLE]
Michigan Department
of Treasury Corporation ------------------
Division
P.O. Drawer C Lansing, ------------------
Michigan 48904 STATE TREASURER
------------------
Filing Fee-$5.00 Michigan Department of Treasury
Franchise Fee-1/2 mill ------------------
on each dollar of increase
over highest previous
authorized capital stock.

(Make fee payable to State of Michigan)
- -------------------------------------------------------------------------------

CERTIFICATE OF INCREASE OF CAPITAL STOCK

CAST FORGE COMPANY
- -------------------------------------------------------------------------------
(Corporate Name)

a Michigan corporation, whose registered office is located at 2150
(No.)
Guardian Bldg. Detroit Wayne, Michigan 48226, certifies pursuant
- ------------------------------------ ---------------------------
(Street) (City) (County) (Zip Code)
to the provisions of Section 43 of Act 327, Public Acts of 1931, as amended,
that at a meeting of the stockholders of the said corporation called for the
purpose of increasing its authorized capital stock, and held on the 30th day of
June, 1970, it was resolved, by the vote of the holders of a majority of the
shares of each class of shares entitled to vote and a majority of shares of each
class whose rights, privileges or preferences are so changed, that the
authorized capital stock be increased from:

{Preferred shs.-----} {Par Value $ ----- }
(1) { } { } per share
{Common shs. 25,000 } {Par Value $ 10.00 }

and that the provisions of the Articles of Incorporation relating to capital
stock are amended to read as follows:

{Preferred shs.-----} {Par Value $ ----- }
(1) { } { } per share
{Common shs. 50,000 } {Par Value $ 10.00 }

(Please turn page)

GOLD SEAL APPEARS ONLY ON ORIGINAL

(3) A statement of all of any of the designations and the powers, preferences
and rights, and the qualifications, limitations or restrictions thereof is as
follows:

(Provisions need not be stated unless changed. A rider may be attached.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Signed on May 6, 1971 CAST FORGE COMPANY
-------------------------
(Corporate Name)

(Corporate Seal if any) By /s/ Jerry H. Steward
----------------------------
(President or Vice-President)

/s/ Joseph H. Steward
---------------------------------
(Secretary or Assistant Secretary)

STATE OF MICHIGAN }
}ss.
COUNTY OF WAYNE }

On this 6 day of May, 1971, before me appeared
Jerry H. Steward of the CAST FORGE COMPANY, which executed the
- --------------------------------, ------------------
(Name President or Vice-president) (Corporate Name)
foregoing instrument, to me personally known, who, being by me duly sworn, did
say that he is the president or vice-president of said corporation, and that
*[the seal affixed to said instrument is the corporate seal of said corporation,
and that] said instrument was signed *[and sealed] in behalf of said corporation
by authority of its board of directors, and said officer acknowledged said
instrument to be the free act and deed of said corporation.

*If corporation has no seal strike out /s/ [ILLEGIBLE]
the words in brackets and add at end of --------------------------------------
acknowledgment the following: "and (Signature of Notary)
that said corporation has no corporate
seal".

Notary Public for Wayne County,
State of Michigan.

My commission expires May 16, 1972
(Notarial seal required if acknowledgment
taken out of State)

GOLD SEAL APPEARS ONLY ON ORIGINAL

CAST FORGE CO

(For Use by Domestic and Foreign Corporations)

CERTIFICATE OF CHANGE OF REGISTERED OFFICE

AND/OR CHANGE OF RESIDENT AGENT

The undersigned corporation, in accordance with the provisions of
Section 242 of Act 284, Public Acts of 1972, does here certify as follows:

1. The name of the Corporation is Cast Forge Company

2. The address of its former registered office is: (See instructions on
reverse side)

2150 Guardian Building Detroit, Michigan 48226
------------------------------- -----------
(No. and Street) (Town or City) (Zip Code)

The mailing address of its former registered office is: (Need not be
completed unless different from the above address)

___________________________________________________, Michigan _________________
(No. and Street of P.O. Box) (Town or City) (Zip Code)

3. (The following is to be completed if the address of the registered office
is changed.)

The address of the registered office is changed to:

2440 W. Highland Rd. Howell, Michigan 48893
------------------------------------ ----------
(No. and Street) (Town or City) (Zip Code)

The mailing address of the registered office is changed to: (Need not be
completed unless different from the above address)

___________________________________________________, Michigan _________________
(No. and Street of P.O. Box) (Town or City) (Zip Code)

4. The name of the former resident agent is Frank W. Donovan

5. (The following is to be completed if the resident agent is changed.)

The name of the successor resident agent is Jerry H. Steward

6. The corporation further states that the address of its registered office
and the address of the business office of its resident agent, as changed, are
identical.

7. The changes designated above were authorized by resolution duly adopted by
its board of directors.

Signed this 27th day of February, 1974

Cast Forge Company
------------------------------
(Name of Corporation)

By /S/ Jerry H. Steward
-----------------------------------
(Signature of President, Vice-President,
Chairman or Vice-Chairman)

Jerry H. Steward - President
-----------------------------------
(Type or Print Name and Title)

(See Instruction on Reverse Side)

GOLD SEAL APPEARS ONLY ON ORIGINAL

(Please do not write to spaces below - for Department use)

- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
Date Received
- -----------------------
MAR 11 1974
- ----------------------- FILED
Michigan Department of Commerce
- -----------------------
MAR [ILLEGIBLE]
- -----------------------
[ILLEGIBLE]
- ----------------------- DIRECTOR

- -----------------------

- --------------------------------------------------------------------------------

INFORMATION AND INSTRUCTIONS

Certificate of Change of Registered Office and/or Change of Resident Agent

1. Insert the present address of the registered office in part 2 of the
certificate. This address must agree with the address of the registered
office as designated in the articles of incorporation or subsequent
corporate certificate reflecting a change as filed with the Corporation and
Securities Bureau.

2. The mailing address of the registered office should be the same address as
the registered office unless a post office box is designated as the mailing
address.

3. Insert the name of the present resident agent in part 4 of the
certificate. This name must agree with the name of the resident agent as
designated in the articles of incorporation or subsequent corporate
certificate reflecting a change as filed with the Corporation and
Securities Bureau.

4. The Certificate is required to be signed in ink by the chairman or
vice-president of the board, or the president or a vice-president of the
corporation.

5. One original copy is required. A true copy will be prepared by the
Corporation and Securities Bureau and returned to the person submitting the
Certificate for filling.

6. Filling fee..............$5.00
(Make fee payable to State of Michigan)

7. Mail form and fee to:

Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Drawer C
Lansing, Michigan 48904

GOLD SEAL APPEARS ONLY ON ORIGINAL

(Please do not write in spaces below - for Department use)

MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
FILED Date Received
------------------------
DEC 1 1982 NOV 10 1982
------------------------
[ILLEGIBLE]
- --------------------------------------------------------------------------------

(See instructions on Reverse Side)
For Use by Domestic and Foreign Corporations

CERTIFICATE OF CHANGE OF REGISTERED OFFICE
AND/OR CHANGE OF RESIDENT AGENT

INSERT CORPORATION IDENTIFICATION NUMBER 042--155

This certificate is executed in accordance with the provisions of
Section 242 of Act 284, Public Acts of 1972, as amended, as follows:

1. The name of the corporation is CAST FORGE COMPANY

2. The address of its registered office as currently on file with the
Corporation and Securities Bureau is:
(See Part 2 of instructions)

2440 W. HIGHLAND ROAD HOWELL, Michigan 48843
- ------------------------------------ ----------
(No. and Street) (Town or City) (Zip Code)

The mailing address of its registered office is: (Complete only if
different from above address. See Part 3 of instructions)

___________________________________________________, Michigan _________________
(P.O. Box) (Town or City) (Zip Code)

3. (Complete if the address of the registered office is changed.)

The address of the registered office is changed to: (See Part 3 of
instructions)

NOT APPLICABLE , Michigan
- ----------------------------------- ----------
(No. and Street) (Town or City) (Zip Code)

The mailing address of the registered office is changed to: (Complete only
if different from above address. See Part 3 of instructions)

___________________________________________________, Michigan _________________
(P.O. BOX) (Town or City) (Zip Code)

4. The name of the resident agent as currently on file with the Corporation
and Securities Bureau is (See Part 4 of instructions) JERRY H. STEWARD

5. (Complete if the resident agent is changed.)

The name of the successor resident agent is J. ROBERT VESS

6. The corporation further states that the address of its registered office
and the address of the business office of its resident agent, as changed,
are identical.

7. The changes designated above were authorized by resolution duly adopted by
its board of directors or trustees.

Signed this 12 day of NOVEMBER, 1982

By /s/ J. Robert Vess
-----------------------------------
[ILLEGIBLE]

J. ROBERT VESS -- PRESIDENT
-----------------------------------
(Type or Print Name and Title)

[ILLEGIBLE]

GOLD SEAL APPEARS ONLY ON ORIGINAL

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.
Telephone:
CAST FORGE COMPANY Area Code 517-546-3441
2440 W. HIGHLAND RD
HOWELL, MI 48893 Number 042155

INFORMATION AND INSTRUCTIONS
CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT

1. Submit one original copy of the Certificate of Change of Registered Office
and/or Change of Resident Agent. A microfilm copy will be prepared for the
records in the Corporation and Securities Bureau and the original copy will
be returned to the address appearing in the box above as evidence of the
filing.

Since the corporate documents are microfilmed for the Bureau's files, it is
imperative that the document submitted for filing be legible so that a
usable microfilm can be obtained. Corporate documents with poor black and
white contrast will be rejected.

2. Insert the present address of the registered office in part 2 of the
Certificate. This address must agree with the address of the registered
office as designated in the articles of incorporation or subsequent
corporate certificate reflecting a change as filed with the Corporation and
Securities Bureau.

3. A post office box may not be designated as the address of the registered
office. The mailing address may differ from the address of the registered
office only if a post office box address in the same city as the registered
office is designated as the mailing address.

4. Insert the name of the present resident agent in part 4 of the Certificate.
This name must agree with the name of the resident agent as designated in
the articles of incorporation or subsequent corporate certificate
reflecting a change as filed with the Corporation and Securities Bureau.

5. The Certificate must be signed in ink by the chairperson or
vice-chairperson of the board, or the president, vice-president, secretary
or assistant secretary of the corporation.

6. Filing Fee: $5.00. (Make remittance payable to State of Michigan)

7. Mail form and remittance to:

Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
Lansing, Michigan 48909
Tel. (517)-373-0493

GOLD SEAL APPEARS ONLY ON ORIGINAL

SEP 4 1984
Administrator --------------

MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau --------------
- --------------------------------------------------------------------------------

CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS

(Please read Instructions on reverse side before completing form)

Pursuant to the provisions of Act 284, Public Acts of 1972, as amended
(profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations),
the undersigned corporation executes the following Certificate:

1. The name of corporation is: CAST FORGE COMPANY

2. The corporation identification number (CID) assigned by the Bureau is:
042-155

3. a. The address of the registered office as currently on file with the Bureau
is:

2440 W. Highland Howell, 48893
---------------------------------------- Michigan -----------------------
(Street Address) (City) (ZIP Code)

b. The mailing address of the registered office if different than above is:

--------------------------------------------, Michigan ---------------------
(P.O. Box) (City) (ZIP Code)

c. The name of the resident agent as currently on file with the Bureau is:

J. Robert Vess

4. (Complete if the address of the registered office is changed)
The address of the registered office is changed to: c/o THE CORPORATION
COMPANY

615 Griswold Street DETROIT 48226
---------------------------------------------, Michigan --------------------
(Street Address) (City) (ZIP Code)

The mailing address of the registered office if different than above is:

---------------------------------------------------, Michigan --------------
(P.O. Box) (City) (ZIP Code)

5. (Complete if the resident agent is changed)
The name of the successor resident agent is:

THE CORPORATION COMPANY

6. The corporation further states that the address of its registered office and
the address of the business office of its resident agent, as changed, are
identical.

7. The above changes were authorized by resolution duly adopted by its board of
directors of trustees.
Signed this 22 day of March, 1984

By /s/ Richard F. Darke
------------------------------
(Signature)

Richard F. Darke, Assistant Secretary
-------------------------------------
(Type or Print Name and Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

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.

C T CORPORATION SYSTEM Telephone:
Att: Denise I. Smith Area Code 313
615 Griswold St., Ste. 1414
Detroit, MT 48226 Number 961-3070

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 filling be
legible. Documents with poor black and white contrast, or otherwise
illegible, will be rejected.

2. The document is to be used pursuant to section 242 of the Act by domestic and
foreign profit and nonprofit corporations for the purpose of changing their
registered office or resident agent, or both.

3. Item 2 -- Enter the Identification number previously assigned by the Bureau.
If this number is unknown, leave it blank.

4. Item 3 -- The address of the registered office and name of the resident
agent must be the same as are designated in the articles of incorporation or
subsequent change filed with the Bureau.

5. Item 4 -- A post office box may not be designated as the address of the
registered office. The mailing address may differ from the address of the
registered office only if a post office box address in the same city as the
registered office is designated as the mailing address.

6. This certificate must be signed in ink by the president, vice-president,
chairperson, vice-chairperson, secretary or assistant secretary of the
corporation.

7 FEES: Filing fee (Make remittance payable to State of Michigan) ........$5.00

8. Mail form and fee to:

Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
Lansing, Michigan 48909
Telephone: (517) 373-0493

GOLD SEAL APPEARS ONLY ON ORIGINAL

RECEIVED FILED

JUN 16 1987 JUN 16 1987

MICHIGAN DEPT. OF COMMERCE Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau

CERTIFICATE OF AMENDMENT

to the

RESTATED ARTICLES OF INCORPORATION

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 CAST FORGE COMPANY.

2. The location of the registered office is the Corporation Company, 615
Griswold St, Datroit MI 48226

3. The following amendment to the Restated Articles of Incorporation was
adopted on May 7, 1987, by the shareholders in accordance with Section
631(2), Act 284, Public Acts of 1972, as amended. The necessary number
of shares as required by statute was voted in favor of the amendment:

Resolved that Article I of the Restated Articles of Incorporation be
amended to read as follows:

The name of the corporation is WESTERN WHEEL HOWELL, INC.

Dated: June 1, 1987 CAST FORGE COMPANY

By /s/ Richard F. Darke
-------------------------
Richard F. Darke
Vice President

C T CORPORATION SYSTEM By /s/ Bairy J. Miller
ATT: MIKE DALIDA -------------------------
615 Griswold, Ste. 1414 Bairy J. Miller
DETROIT, MI 48226 Assistant Secretary

GOLD SEAL APPEARS ONLY ON ORIGINAL

FILED RECEIVED

JUL 06 1992 JUN 25 1992

Administrator MICHIGAN DEPT. OF COMMERCE
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau

CERTIFICATE OF AMENDMENT

to the

ARTICLES OF INCORPORATION

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 WESTERN WHEEL HOWELL,
INC.

2. The location of the registered office is the
Corporation Company, 615 Griswold St., Detroit MI 48226.

3. The following amendment to the Restated Articles of
Incorporation was adopted on June 22, 1992 by its sole shareholder in
accordance with Sections 407(2) and 611(2), Act 284, Public Acts of
1972, as amended:

RESOLVED, that Article VIII of the Restated Articles of
Incorporation be amended to read as follows:

The duration of the corporation is perpetual.

Dated: June 22, 1992 WESTERN WHEEL HOWELL, INC.

By: /s/ Rajesh K. Shah
----------------------
Name: Rajesh K. Shah
Title: Vice President

By: /s/ Barry J. Miller
----------------------
Name: Barry J. Miller
Title: Assistant Secretary

GOLD SEAL APPEARS ONLY ON ORIGINAL

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.

C T CORPORATION SYSTEM
ATTN LAURA D'ANTONIO
1633 BROADWAY
NEW YORK NY 10019

GOLD SEAL APPEARS ONLY ON ORIGINAL

[CT SYSTEM LOGO]

May 5, 1993

C T Corporation System Thomas Pierson, Deputy Director MAY 06 1993 FILED
1633 Broadway Michigan Department of Commerce
New York, NY 10019 Corporation & Security Bureau MAY 14 1993
212 246 5070 6546 Mercantile Way
Lansing, Michigan 48909 Administrator

MICHIGAN DEPARTMENT OF COMMERCE
CORPORATION & Securities Bureau

By /s/ [ILLEGIBLE]
CORPORATION AND SECURITIES BUREAU

RE: CHANGE OF REGISTERED OFFICE ADDRESS

Dear Mr. Pierson,

This letter is to certify that The Corporation Company has changed its address
from: 615 Griswold Street, Detroit, Michigan 48226 to: 30600 Telegraph Road,
Bingham Farms, Michigan 48025. We will notify all active corporations for which
The Corporation Company is the resident agent of this change of address.

Enclosed is our check for $52,000.00 to cover the filing fee for the 10,294
active profit and non-profit corporations for which your records indicate The
Corporation Company is agent. This payment will include the fee for providing us
with an alphabetical listing of the names of all the corporations for which the
registered office has been changed. Also included in this paymen is the fee for
a clean-up list which we will request within 30 days of the filing.

Please confirm in writing the date that this change was effectuated on your
records.

Thank you in advance for your cooperation in this matter.

Very truly yours,

/s/ Kenneth J. Uva
Kenneth J. Uva
Vice President

KJU:mh
encl.

Sworn before me this 5th day of May, 1993.

/s/ Theresa Alfieri
THERESA ALFIERI
Notary Public, State of New York
No. 4703698
Qualified in Kings County
Certificate filed in New York County
Commission Expires Dec. 31, 1993

GOLD SEAL APPEARS ONLY ON ORIGINAL

C&S 515 [ILLEGIBLE] 0722 DRG&FI $12.50

RECEIVED FILED

JUL 21 1994 JUL 21 1994

Michigan Dept. of Commerce Administrator
Corporation & Securities Bureau MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau

CERTIFICATE OF AMENDMENT

TO THE

RESTATED ARTICLES OF INCORPORATION

The undersigned corporation executes the following Certificate of
Amendment of its Restated Articles of Incorporation pursuant to the provisions
of Sections 631, Act 284, Public Acts of 1972, as amended:

1. The present name of the Corporation is WESTERN WHEEL HOWELL, INC.

2. The corporation identification number assigned by the Corporation
and Securities Bureau of the Department of Commerce of the State of Michigan is
042-155.

3. The location of the registered office of the Corporation is c/o The
Corporation Company, 30600 Telegraph Road, Bingham Farms, Michigan 48025.

4. Article 1 of the Restated Articles of Incorporation is hereby
amended to read as follow:

The name of Corporation is HAYES WHEELS

INTERNATIONAL-MICHIGAN, INC.

5. The foregoing amendment to the Restated Articles of Incorporation
was duly adopted by the written consent of all of the shareholders entitled to
vote thereon in accordance with the provisions of Section 407 of the Business
corporation Act.

WESTERN WHEEL HOWELL, INC.

By: /s/ R. Cucuz
---------------------------
R. Cucuz
Chairman of the Board

Prepared by:

Barry J. Miller By: /s/ Barry J. Miller
Attorney at Law (P-25079) ---------------------------
38481 Huron River Drive Barry J. Miller
Romulus, MI 48174 Assistant Secretary
(313)942-8031

GOLD SEAL APPEARS ONLY ON ORIGINAL

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.

ATTN: CHERYL J. KRAWCZYK

MICHIGAN RUNNER SERVICE
P.O. BOX 266
EATON RAPIDS, MI 48827

Name of person of organization
remitting fees: MICHIGAN RUNNER SERVICE
(517)663-2525 Ref# (42851)
_______________________________________

_______________________________________
Preparer's name and business
telephone number:
_______________________________________

( )
_______________________________________

GOLD SEAL APPEARS ONLY ON ORIGINAL

[ILLEGIBLE]

944E#5316 1117 DRG&FI $5.00

Date Received FILED

NOV 17 1994
- ---------------- NOV 18 1994

Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau

- -------------------------------------------------
Name
Michael R. Dalida C/O THE CORPORATION CO.
- -------------------------------------------------
Address
30600 Telegraph Road STE, 3275
- -------------------------------------------------
City State Zip Code
Bingham Farms Michigan 48025 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 264, Public of 1972 profit corporations,
Act 162, Public Acts of 1982 (nonprofit corporation), of Act 23, Public Acts of
1993 limited liability companies, the undersigned corporation of limited
liability company executes the following Certificate:

1. The name of the corporation or limited liability company is:

Hayes Wheels International-Michigan, Inc.

2. The identification number assigned by the Bureau is: 042-155

3. a. The name of the resident agent on file with the Bureau is:
The Corporation Company

b. The location of its registered office is:

30600 Telegraph Rd. Bingham Farms , Michigan 48025
---------------------------------- ---------------------
(Street Address) (City) (ZIP Code)

c. The mailing address of the above registered office on file with the
Bureau is:

, Michigan
------------------------------------- --------------------
(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: Daniel M. Sandberg

b. The address of the registered office is:

38481 Huron River Dr. Romulus , Michigan 48174
-------------------------------------- -------------------
(Street Address) (City) (ZIP Code)

c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

, Michigan
------------------------------------- --------------------
(P.O. Box) (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 call a copy of this statement has been mailed to the corporation; 3.
LIMITED LIABILITY COMPANIES: an operating agreement, affirmative value 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 and the address of its resident agent as changed are identical.

Data Signed: 11/9/94 Signed by: /s/ Barry J. Miller
---------------------
(ILLEGIBLE) Barry J. Miller
(Type or Print Name) (Type of Print Title)
Assistant Secretary

GOLD SEAL APPEARS ONLY ON ORIGINAL

[ILLEGIBLE] 941B#3994 1121 DRG&FI $10.00
- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
Date Received (FOR BUREAU USE ONLY)
NOV 21 1994
- ------------------------ FILED

NOV 22 1994
- ------------------------
- ------------------------------------------- Administrator
Name C T CORPORATION SYSTEM MICHIGAN DEPARTMENT OF COMMERCE
MICHAEL R. DALIDA Corporation & Securities Bureau
- -------------------------------------------
Address
30600 TELEGRAPH RD., STE. 3275
- -------------------------------------------
City State Zip Code
BINGHAM FARMS, MI 48025 EXPIRATION DATE: DECEMBER 31, 1999
- -------------------------------------------
- -DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

CERTIFICATE OF ASSUMED NAME
FOR USE BY CORPORATION, LIMITED PARTNERSHIPS 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), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one exercise the following Certificate:

1. The true name of the corporation, limited partnership, or limited company
is:

Hayes Wheels International-Michigan, Inc.

2. The identification number assigned by the Bureau is: 042-155

3. The location of the corporation or limited liability company registered
office in Michigan or the office at which the limited partnership records
are maintained is:

38481 Huron River Drive Romulus MI 48174
----------------------------------------------------------------------------
(Street Address) (City) (State) (ZIP Code)

4. The assumed name under which business is to be transacted is: Western Wheel

COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE
THAN ONE ENTITY.

Signed this 7th day of November, 1994

By /s/ Barry J. Miller
--------------------------------------------------
(Signature)

Barry J. Miller Assistant Secretary
--------------------------------------------------
(Type or Print Name) (Type or Print Title)

--------------------------------------------------
(Limited Partnerships Only - Indicate Name of
General Partner if a corporation or other entity)

(MICH. - 2506 - 7/6/93)

GOLD SEAL APPEARS ONLY ON ORIGINAL

[ILLEGIBLE]

5. If the same is assumed by two or more corporation, limited partnerships, or
limited liability companies, or any combination thereof, each participant
corporation, limited partnership, or limited liability company shall file a
separate certificate. Each assumed name certificate shall reflect the
correct true name or qualifying assumed name of the other corporations,
limited partnerships, or limited liability companies which are
simultaneously adopting the same assumed name.

An entity that already has the assumed name shall simultaneously file a
Certificate of Termination of Assumed Name and a new Certificate of Assumed
Name.

Listed below in alphabetical order are the participating corporations and/or
limited partnerships and/or limited liability companies and their
identification numbers.

1. Haves Wheels International, Inc. [622-771]

2. [ - ]
______________________________________________________________

3. [ - ]
______________________________________________________________

4. [ - ]
______________________________________________________________

5. [ - ]
______________________________________________________________

6. [ - ]
______________________________________________________________

7. [ - ]
______________________________________________________________

8. [ - ]
______________________________________________________________

9. [ - ]
______________________________________________________________

10. [ - ]
______________________________________________________________

11. [ - ]
______________________________________________________________

12. [ - ]
______________________________________________________________

13. [ - ]
______________________________________________________________

14. [ - ]
______________________________________________________________

15. [ - ]
______________________________________________________________

(MICH. - 2506)

GOLD SEAL APPEARS ONLY ON ORIGINAL

NOV 21 1994 FILED
- --------------
NOV 22 1994

- -------------- Administrator
- ------------------------------------------- MICHIGAN DEPARTMENT OF COMMERCE
Name C T CORPORATION SYSTEM Corporation & Securities Bureau
MICHAEL R. DALIDA
- -------------------------------------------
Address
30600 TELEGRAPH RD., STE. 3275
- -------------------------------------------
City State Zip Code

BINGHAM FARMS, MI 48025 EXPIRATION DATE: DECEMBER 31, 1999
- -------------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

CERTIFICATE OF ASSUMED NAME
FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES

(Please read information and instructions on reverse side)

Pursuant to the provision of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership or limited
liability company in item one executes the following Certificate:

1. The true name of the corporation, limited partnership, or limited liability
company is:

Hayes Wheels International - Michigan, Inc.

2. The identification number assigned by the Bureau is: 042-155

3. The location of the corporation or limited liability company registered
office in Michigan or the office at which the limited partnership records
are maintained is:

38481 Huron River Drive Romulus MI 48174
----------------------------------------------------------------------------
(Street Address) (City) (State) (ZIP Code)

4. The assumed name under which business is to be transacted is:

Hayes Wheel

COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE
THAN ONE ENTITY.

Signed 7th day of November, 1994

By /s/ Barry J. Miller
-------------------------------------------
(Signature)

Barry J. Miller Assistant Secretary
-------------------------------------------
(Type or Print Name) (Type or Print Title)

(MICH. - 2506 - 7/6/93)

GOLD SEAL APPEARS ONLY ON ORIGINAL

5. If the same name is assumed by two or more corporations, limited
partnerships, or limited liability companies, or any combination thereof,
each participant corporation, limited partnership, or limited liability
company shall file a separate certificate. Each assumed name certificate
shall reflect the correct true name or qualifying assumed name of the other
corporations, limited partnerships, or limited liability companies which are
simultaneously adopting the same assumed name.

An entity that already has the assumed name shall simultaneously file a
Certificate of Termination of Assumed Name and a new Certificate of Assumed
Name.

Listed below in alphabetical order are the participating corporations and/or
limited partnerships and/or limited liability companies and their
identification numbers.

1. Hayes Wheels International, Inc. 622-771

2. -
_________________________________________________________________ ________

3. -
_________________________________________________________________ _______

4. -
_________________________________________________________________ _______

5. -
_________________________________________________________________ _______

6. -
_________________________________________________________________ _______

7. -
_________________________________________________________________ _______

8. -
_________________________________________________________________ _______

9. -
_________________________________________________________________ _______

10. -
_________________________________________________________________ _______

11. -
_________________________________________________________________ _______

12. -
_________________________________________________________________ _______

13. -
_________________________________________________________________ _______

14. -
_________________________________________________________________ _______

15. -
_________________________________________________________________ _______

(MICH. - 2506)

GOLD SEAL APPEARS ONLY ON ORIGINAL

ADJUSTED TO AGREE ADJUSTED PURSUANT TO
RECEIVED WITH BUREAU RECORDS TELEPHONE AUTHORIZATION FILED

FEB 05 1998 CERTIFICATE OF AMENDMENT FEB 05 1998
TO THE
RESTATED ARTICLES OF INCORPORATION

Administrator Administrator
MI DEPT. OF CONSUMER & INDUSTRY MI DEPT. OF CONSUMER & INDUSTRY
SERVICES CORPORATION, SECURITIES & LAND SERVICES CORPORATION, SECURITIES & LAND
DEV. BUREAU DEVELOPMENT BUREAU

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 present name of the Corporation is HAYES WHEELS
INTERNATIONAL-MICHIGAN, INC.,

2. The corporation identification number assigned by the
Corporation and Securities Bureau Department of Commerce of the State of
Michigan is 042-155.

3. The location of the registered office of the Corporation is
38481 Huron River Dr. Romulus, MI 48174

4. Article I of the Restated Articles of Incorporation is hereby
amended to read as follows:

The name of the Corporation is HAYES LEMMERZ INTERNATIONAL-
MICHIGAN, INC.

5. The foregoing amendment to the Restated Articles of
Incorporation was duly adopted by the written consent of all of the shareholders
entitled to vote thereon in accordance with the provisions of Section 407 of the
Business Corporation Act.

ADOPTED 1/5/98
SIGNED 1/7/98

HAYES WHEELS INTERNATIONAL-
MICHIGAN, INC.

By: /s/ William D. Shovers
------------------------
Prepared by: William D. Shovers
Vice President - Finance

By: /s/ Patrick B. Carey
------------------------
Patrick B. Carey
Assistant Secretary

GOLD SEAL APPEARS ONLY ON ORIGINAL

DOCUMENT WILL BE RETURNED TO NAME Name of person or organization
AND MAILING ADDRESS INDICATED IN remitting fees: MICHIGAN RUNNER SERVICE
THE BOX BELOW. Include name, street (517) 663--2525 Ref # (86769)
and number or P.O. box), city, _________________________________________
state and ZIP code.
_________________________________________

[Attn: Cheryl J. Bixby] Preparer's name and bysinees
[MICHIGAN RUNNER SERVICE] telephone number:
[P.O. Box 266] ________________________________________
[Eaton Rapids, MI. 48827-0266]
(_______)_______________________________

GOLD SEAL APPEARS ONLY ON ORIGINAL

Date Received (FOR BUREAU USE ONLY)
FEB 17 1998
FILED

ADJUSTED PURSUANT TO FEB 19 1998
TELEPHONE AUTHORIZATION
WITH MICHAEL R. DALIDA Administrator
MI DEPT. OF CONSUMER & INDUSTRY
SERVICES CORPORATION, SECURITIES &
LAND DEVELOPMENT BUREAU

- ------------------------------------
Name
[Attn: Michael R. Dalida,
Customer Specialist
C T Corporation System
30600 Telegraph Rd Ste 3275
Bingham Farms MI 48025 EXPIRATION DATE: DECEMBER 31, 2003
- ------------------------------------

- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

CERTIFICATE OF ASSUMED NAME
FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES

(Please read information and instructions on reverse side)

1. The name of the corporation, limited partnership, or limited liability
company is:

Hayes Lemmerz International - Michigan, Inc.

2. The identification number assigned by the Bureau is: 042-155

3. The location of the corporation or limited liability company registered
office in Michigan or the office at which the limited partnership
records are maintained is:

38481 Huron River Dr. Romulus MI 48174
------------------------------------ ---------------------------------
(Street Address) (City) (State) (ZIP Code)

4. The assumed name under which business is to be transacted is:

Hayes Wheels International - Michigan, Inc.

COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

Signed this 19th day of January, 1998
Hayse Lammerz International - Michigan, Inc.

By /s/ Daniel M. Sandberg
-----------------------
(Signature)

Daniel M. Sandberg Vice President & Secretary
--------------------------------------------------------------
(Type of Print Name) (Type or Print Title)

--------------------------------------------------------------
(Limited Partnerships Only - Indicate Name of General Partner
if a corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL

Date Received (FOR BUREAU USE ONLY)
JUN 21 1999
- ---------------------------------
FILED

JUN 21 1999

Administrator
CORP. SECURITIES & LAND DEV. BUREAU
- ---------------------------------
Name
517--663--2525 Ref # 94118
Attn: Cheryl J. Bixby
Address MICHIGAN RUNNER SERVICE
P.O. Box 266
City Eaton Rapids, MI 48827 EFFECTIVE DATE:
- ---------------------------------

- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read information and instructions on the last page)

Pursuant to the provision of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Act of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1. The present name of the corporation is: HAYES LEMMERZ INTERNATIONAL -
MICHIGAN, INC.

2. The identification number assigned by the Bureau is: 042-155

3. The location of its registered office is:

38481 Huron River Drive Romulus, Michigan 48174
- ------------------------------------------------- ------------------
(Street Address) (City) (ZIP Code)

4. Article I of the Articles of Incorporation is hereby amended to read as
follows:

The name of the corporation is HAYES LEMMERZ INTERNATIONAL - HOWELL,
INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1. The address of the registered office is 15300 Centennial Drive,
Northville, Michigan 48167.

3. The name of the resident agent at the registered office is
Patrick B. Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL

5. (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE
THE FIRST MEETING OF THE BOARD OF DIRECTORS OF TRUSTEES.)

The foregoing amendment to the Articles of Incorporation was duly
adopted on the _________ day of ______, 19____, in accordance with the
provision of the Act by the unanimous consent of the incorporator(s)
before the first meeting of the Board of Directors of 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)

6. (FOR PROFIT CORPORATIONS, AND FOR 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 30th day of April, 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) or 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.

Signed this 17th day of June, 1999

By /s/ William D. Shovers
----------------------------------------------------------
(Signature of President, Vice-President, Chairperson,
Vice-Chairperson)

William D. Shovers Vice-President
-------------------------------------------------------------
(Type or Print Name) (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

7. (FOR A NONPROFIT CORPORATION WHOSE ARTICLES STATE THE CORPORATION IS
ORGANIZED ON A DIRECTORSHIP BASIS.)

The foregoing amendment to the Articles of Incorporation was duly
adopted on the _________ day of ___________, 19___ by the directors of
a nonprofit corporation whose articles of incorporation state it is
organized on a directorship bases (check one of the following)

[ ] at a meeting. The necessary votes were case in favor of the
amendment.

[ ] by written consent of all directors pursuant to Section 525 of the
Act.

Signed this ___________ day of ________, 19___

By __________________________________________________________
(Signature of President, Vice-President, Chairperson,
Vice-Chairperson)

_____________________________________________________________
(Type or Print Name) (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

Date Received JUN 28 1999 FILED
JUN 28 1999
- ------------------------------
Ph. 517-663-2525 Ref #14366 Administrator
Attn: Cheryl J. Bixby CORP. SECURITIES & LAND DEV. BUREAU
MICHIGAN RUNNER SERVICE
P.O. BOX 266 EXPIRATION DATE: DECEMBER 31, 2004
Eaton Rapids, MI 48827 -----------------------------------
- ------------------------------
- - DOCUMENT WILL BE RETURNED TO THE
NAME AND ADDRESS YOU ENTER ABOVE -

CERTIFICATE OF ASSUMED NAME
FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
(Please read information and instructions on reverse side)

1. The true name of the corporation, limited partnership, or limited
liability company is:

HAYES LEMMERZ INTERNATIONAL - HOWELL, INC.

2. The identification number assigned by the Bureau is: 042-155

3. The location of the corporation or limited liability company registered
office in Michigan or the office at which the limited partnership
records are maintained is:

15300 Centennlal Drive Northville Michigan 48167
-----------------------------------------------------------------------
(Street Address) (City) (State) (Zip Code)

4. The assumed name under which business is to be transacted is:

HAYES LEMMERZ INTERNATIONAL - MICHIGAN, INC. [x]

COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

Signed this 17th day of June. 1999

By /s/ William D. Shovers
---------------------------------------
(Signature)

William D. Shovers Vice President
--------------------------------------------
(Type or Print Name) (Type or Print Title)

--------------------------------------------
(Limited Partnership Only - Indicate Name of
General Partner if a corporation or
other entity)

GOLD SEAL APPEARS ONLY ORIGINAL

- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received (FOR BUREAU USE ONLY)
APR 11 2000
- -----------------
This document is FILED
effective on the date
filed, unless a APR 13 2000
subsequent effective
date within 90 days after Administrator
received date is stated CORP., SECURITIES & LAND DEV. BUREAU
in the document.
EXPIRATION DATE:
DECEMBER 31, 2005
- ------------------------------ -----------------------------------
Name _________________________

517-663-2525 Ref # 02802
Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
P.O. Box 226
Eaton Rapids, MI 48827
- ------------------------------
- - 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 ASSUMED NAME
FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
(Please read information and instructions on reverse side)

1. The name of the corporation, limited partnership, or limited liability
company is:

HAYES LEMMERZ INTERNATIONAL - HOWELL, INC.

2. The identification number assigned by the Bureau is: 042155

3. The assumed name under which business is to be transacted is: HAYES
WHEELS [x]

4. This document is hereby signed as required by the Act.

COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

Signed this 3rd day of April, 2000

By /s/ William D. Shovers
-----------------------------------------
(Signature)

William D. Shovers Vice President
--------------------------------------------
(Type or Print Name) (Type or Print Title)

--------------------------------------------
(Limited Partnerships Only - Indicate Name
of General Partner if the General Partner
is a corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL

5. If the same name is assumed by two or more corporations, limited
partnerships, or limited liability companies, or any combination
thereof, each participant corporation, limited partnership, or limited
liability company shall file a separate certificate. Each assumed name
certificate shall reflect the correct true name or qualifying assumed
name of the other corporations, limited partnerships, or limited
liability companies which are simultaneously adopting the same assumed
name.

An entity that already has the assumed name shall simultaneously file a
Certificate of Termination of Assumed Name and a new Certificate of
Assumed Name.

Listed below in alphabetical order are the participating corporations
and/or limited partnerships and/or limited liability companies and
their identification numbers.

1. HAYES LEMMERZ INTERNATIONAL, INC. 622771

2. HAYES LEMMERZ INTERNATIONAL - HOWELL, INC. 042155

3. ____________________________________________ ________

4. ____________________________________________ ________

5. ____________________________________________ ________

6. ____________________________________________ ________

7. ____________________________________________ ________

8. ____________________________________________ ________

9. ____________________________________________ ________

10. ____________________________________________ ________

11. ____________________________________________ ________

12. ____________________________________________ ________

13. ____________________________________________ ________

14. ____________________________________________ ________

15. ____________________________________________ ________

GOLD SEAL APPEARS ONLY ON ORIGINAL

APR 11 2000 FILED
- ---------------
This document is effective APR 13 2000
on the date filed, unless
a subsequent effective
date within 90 days after Administrator
received date is stated CORP., SECURITIES & LAND DEV. BUREAU
in the document.
- ----------------------------- EXPIRATION DATE:
Name ________________________ DECEMBER 31, 2005
-----------------------------------
517-663-2525 Ref # 02802
Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
P.O. Box 266
Eaton Rapids, MI 48827
- -----------------------------
- - 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 ASSUMED NAME
FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
(Please read information and instructions on reverse side)

1. The name of the corporation, limited partnership or limited liability
company is: HAYES LEMMERZ INTERNATIONAL - HOWELL, INC.

2. The identification number assigned by the Bureau is: 042155

3. The assumed name under which business is to be transacted is: WESTERN
WHEEL [x]

4. This document is hereby signed as required by the Act.

COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

Signed this 3rd day of April, 2000

By /s/ William D. Shovers
-----------------------------------------
(Signature)

William D. Shovers Vice President
--------------------------------------------
(Type or Print Name) (Type or Print Title)

--------------------------------------------
(Limited Partnerships Only Indicate Name of
General Partner if the General Partner is a
corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL

5. If the same name is assumed by two or more corporations, limited
partnerships, or limited liability companies, or any combination
thereof, each participant corporation, limited partnership, or limited
liability company shall file a separate certificate. Each assumed name
certificate shall reflect the correct true name or qualifying assumed
name of the other corporations, limited partnerships, or limited
liability companies which are simultaneously adopting the same assumed
name.

An entity that already has the assumed name shall simultaneously file a
Certificate of Termination of Assumed Name and a new Certificate of
Assumed Name.

Listed below in alphabetical order are the participating corporations
and/or limited partnerships and/or limited liability companies and
their identification numbers.

1. HAYES LEMMERZ INTERNATIONAL, INC. 622771

2. HAYES LEMMERZ INTERNATIONAL - HOWELL, INC. 042155

3. ____________________________________________ ________

4. ____________________________________________ ________

5. ____________________________________________ ________

6. ____________________________________________ ________

7. ____________________________________________ ________

8. ____________________________________________ ________

9. ____________________________________________ ________

10. ____________________________________________ ________

11. ____________________________________________ ________

12. ____________________________________________ ________

13. ____________________________________________ ________

14. ____________________________________________ ________

15. ____________________________________________ ________

GOLD SEAL APPEARS ONLY ON ORIGINAL

- ------------- FILED

This document is effective on APR 22 2002
the date filed, unless a
subsequent effective date CIS Administrator
within 90 days after received BUREAU OF COMMERCIAL SERVICES
date is stated in the document. [ILLEGIBLE]

- ------------------------------------------------
Name
Kelly Brushaber
- ------------------------------------------------
Address
15300 Centennial Drive
- ------------------------------------------------
City State Zip Code
Northville, MI 48167 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.

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), 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:
Hayes Lemmerz International - Howell, Inc.

2. The identification number assigned by the Bureau is: 042-155

3. a. The name of the resident agent on file with the Bureau is:
Patrick B. Carey

b. The location of the registered office on file with the Bureau is:

15300 Centennial Drive Northville Michigan 48167
--------------------------------------, -------------------
(Street Address) (City) (Zip Code)

c. The Mailing address of the above registered office on file with the
Bureau is:

Same as above Michigan
----------------------------------------, ------------------
(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: Patrick C. Cauley

b. The address of the registered office is:

15300 Centennial Drive Northville Michigan 48167
--------------------------------------, -------------------
(Street Address) (City) (Zip Code)

c. The mailing address of the registered office IF DIFFERENT THAN 4B
is:
Michigan
--------------------------------------, -------------------
(Street Address or P.O. Box) (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.

6. 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 of Print Name and Title Date Signed

/s/ [ILLEGIBLE] Daniel M. Sandberg, Vice President April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL

EXHIBIT 3.32

BY-LAWS

CAST FORGE CORPORATION

ARTICLE I

Meetings.

Section 1. Place of Meeting. Any or all meetings of the
shareholders, and of the board of directors, of this corporation may be held
within or without the State of Michigan, provided that no meeting shall be held
at a place other than the registered office in Michigan, except pursuant to
by-law or resolution adopted by the board of directors.

Section 2. Annual Meeting of Shareholders. After the year
1962 an annual meeting of the shareholders shall be held in each year on the
third Monday in March, one of the purposes of which shall be the election of a
board of directors.

Section 3. Notice of Annual Meeting of Shareholders. At least
ten (10) days prior to the date fixed by Section 2 of this article for the
holding of the annual meeting of shareholders, written notice of the time, place
and purposes of such meeting shall be mailed, as hereinafter provided, to each
shareholder entitled to vote at such meeting.

Section 4. Delayed Annual Meeting. If, for any reason, the
annual meeting of the shareholders shall not be held on the day hereinbefore
designated, such meeting may be called and held as a special meeting, and the
same proceedings may be had thereat as at an annual meeting, provided, however,
that the notice of such meeting shall be the same herein required for the
annual meeting, namely, not less than a ten-day notice.

Section 5. Order of Business at Annual Meeting. The order of
business at the annual meeting of the shareholders shall be as follows:

(a) Roll call,

(b) Reading notice and proof of mailing,

(d) Report of secretary,

(e) Report of treasurer,

(f) Election of directors,

(g) Transaction of other business
mentioned in the notice,

(h) Adjournment,

provided that, in the absence of any objection, the presiding officer may vary
the order of business at discretion.

Section 6. Special Meetings of Shareholders. A special meeting
of the shareholders may be called at any time by the chairman of the board, or
by a majority of the board of directors, or by shareholders entitled to vote not
less than an aggregate of fifty (50%) per cent, of the outstanding shares of
the corporation having a right to vote at such special meeting. The method by
which such meeting may be called is as follows:

Upon receipt of specification in writing setting forth the
date and objects of such proposed special meeting, signed by the chairman of the
board, or by a majority of the board of directors, or by shareholders, as above
provided, the secretary of this corporation shall prepare, sign and mail the
notices requisite to such meeting.

Section 7. Notice of Special Meeting of Shareholders. At least
three (3) days prior to the date fixed for the holding of any special meeting of
shareholders, written notice of the time, place and purposes of such meeting
shall be mailed, as hereinafter provided, to each shareholder entitled to vote
at such meeting. No business not mentioned in the notice shall be transacted at
such meeting.

Section 8. Organization Meeting of Board. At the place of
holding the annual meeting of shareholders, and immediately following the same,
the board of directors as constituted upon final adjournment of such annual
meeting shall convene for the purpose of electing officers and transacting any
other business properly brought before it, provided, that the organization
meeting in any year may be held at a different time and place than that herein
provided by consent of a majority of the directors of such new board.

-2-

Section 9. Regular Meetings of Board. Regular meetings of the
board of directors shall be held at such time and place as the board of
directors shall from time to time determine. No notice of regular meetings of
the board shall be required.

Section 10. Special Meetings of Board. Special meetings of the
board of directors may be called by the chairman of the board at any time and
may be called upon the written request of at least two members of the board of
directors by written notice, telegram or telephone of the time, place and
purpose thereof given at least two days before such meeting to each director,
but action taken at any such meeting shall not be invalidated for want of notice
if such notice shall be waived as hereinafter provided.

Section 11. Notices and Mailing. All notices required to be
given by any provision of these by-laws shall state the authority pursuant to
which they are issued (as, "by order of the chairman of the board", or "by
order of the board of directors", or "by order of shareholders", as the case may
be) and shall bear the written or printed signature of the secretary. Every
notice shall be deemed duly served when the same has been deposited in the
United States mail, with postage fully prepaid, plainly addressed to the sendee
at his, her or its last address appearing upon the original or duplicate stock
ledger of this corporation at its registered office in Michigan.

Section 12. Waiver of Notice. Notice of the time, place and
purpose of any meeting of the shareholders or of the board of directors, may be
waived by telegram, radiogram, cablegram or other writing, either before or
after such meeting has been held.

ARTICLE II

Quorum.

Section 1. Quorum of Shareholders. A majority of the
outstanding shares of this corporation entitled to vote, present by the record
holders thereof in person or by proxy shall constitute a quorum at any meeting
of the shareholders.

Section 2. Quorum of Directors. A majority of the directors
shall constitute a quorum, provided that while the

-3-

number of directors shall be more than seven, then and in that event one-third
of the members of the board shall constitute a quorum.

ARTICLE III

Voting, Elections and Proxies.

Section 1. Who Entitled to Vote. Except as the articles or an
amendment, or amendments, thereto otherwise provide, each shareholder of this
corporation shall, at every meeting of the shareholders, be entitled to one vote
in person or by proxy for each share of capital stock of this corporation held
by such shareholder, subject, however, to the full effect of the limitations
imposed by the fixed record date for determination of shareholders set forth in
Section 2 of this article.

Section 2. Record Date for Determination of Shareholders.
Twenty (20) days preceding (a) the date of any meeting of shareholders, (b) the
date for the payment of any dividends, (c) the date for the allotment of rights,
(d) the date when any change or conversion or exchange of capital stock shall go
into effect is hereby fixed as a record date for the determination of the
shareholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock, and in such case such shareholders and only such
shareholders as shall be shareholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, as the case may be, notwithstanding any transfer of any stock on the
books of the corporation or otherwise after any such record date fixed as
aforesaid. Nothing in this section shall affect the rights of a shareholder and
his tranferee or transferor as between themselves.

Section 3. Proxies. No proxy shall be deemed operative unless
and until signed by the stockholder and filed with the corporation. In the
absence of limitation to the contrary contained in the proxy, the same shall
extend to all meetings of the shareholders, and shall remain in force three
years from its date, and no longer.

-4-

Section 4. Vote by Shareholder Corporation. Any other
corporation owning voting shares in this corporation may vote upon the same by
the president of such shareholder corporation, or by proxy appointed by him,
unless some other person shall be appointed to vote upon such shares by
resolution of the board of directors of such shareholder corporation.

Section 5. Inspectors of Election. Whenever any person
entitled to vote at a meeting of the shareholders shall request the appointment
of inspectors, a majority of the shareholders present at such meeting and
entitled to vote thereat shall appoint not more than three inspectors, who need
not be shareholders. If the right of any person to vote at such meeting shall be
challenged, the inspectors shall determine such right. The inspectors shall
receive and count the votes either upon an election or for the decision of any
question and shall determine the result. Their certificate of any vote shall be
prima facie evidence thereof.

ARTICLE IV

Board of Directors.

Section 1. Number and Term of Directors. The business property
and affairs of this corporation shall be managed by a board of directors
composed of five members, who need not be shareholders. Each director shall hold
office for the term for which he is elected and until his successor is entitled
and qualified.

Section 2. Vacancies. Vacancies in the board of directors
shall be filled by appointment made by the remaining directors. Each person so
elected to fill a vacancy shall remain a director until his successor has been
elected by the shareholders, who may make such election at their next annual
meeting or at any special meeting, duly called for that purpose, held prior
thereto.

Section 3. Action by Unanimous Written Consent. If and when
the directors shall unanimously consent in writing to any action to be taken by
the corporation, such action shall be as valid corporate action as though it had
been authorized at a meeting of the board of directors.

Section 4. Power to Make By-Laws. The board of

-5-

directors shall have power to make and alter any by-law or by-laws including the
fixing and altering of the number of the directors, provided, that the board
shall not make or alter any by-law or by-laws fixing the qualifications,
classifications or term of office of any member or members of the then existing
board.

Section 5. Power to Elect Officers. The board of directors
shall elect a chairman of the board, a president, one or more vice-presidents, a
secretary and a treasurer. The chairman of the board, the president and one
vice-president shall be members of the board of directors; no other officers
need be members of the board of directors.

Section 6. Power to Appoint Other Officers and Agents. The
board of directors shall have power to appoint such other officers and agents as
the board may deem necessary for transaction of the business of the corporation.

Section 7. Removal of Officers and Agents. Any officer or
agent may be removed by the board of directors whenever in the judgment of the
board the business interests of the corporation will be served thereby.

Section 8. Power to Fill Vacancies. The board shall have power
to fill any vacancy in any office occurring from any reason whatsoever.

Section 9. Delegation of Powers. For any reason deemed
sufficient by the board of directors, whether occasioned by absence or
otherwise, the board may delegate all or any of the powers and duties of any
officer to any other officer or director, but no officer or director shall
execute, acknowledge or verify any instrument in more than one capacity.

Section 10. Power to Appoint Executive Committee. The board
of directors shall have power to appoint by resolution an executive committee
composed of two or more directors who, to the extent provided in such
resolution, shall have and exercise the authority of the board of directors in
the management of the business of the corporation between meetings of the
board.

Section 11. Power to Require Bonds. The board of directors may
require any officer or agent to file with the corporation a satisfactory bond
conditioned for faithful performance of his duties.

-6-

Section 12. Compensation. The compensation of directors,
officers and agents may be fixed by the board.

ARTICLE V

Officers.

Section 1. Chairman of the Board. The chairman of the board
shall be selected by, and from the membership of the board of directors. He
shall preside at all meetings of shareholders and of the board of directors. He
shall be the chief executive officer of the corporation. He shall have general
and active management of the business of the corporation and shall see that all
orders and resolutions of the board are carried into effect. He shall be
ex-officio a member of all standing committees and shall have the general powers
and duties of supervision and management usually vested in the chief executive
of a corporation.

Section 2. President. The president shall be selected by, and
from the membership of the board of directors. He shall have such duties and
powers as may be delegated to him by the board of directors. He shall perform
the duties and exercise the powers of the chairman of the board during the
absence or disability of the chairman of the board.

Section 3. Vice-Presidents. At least one vice-president shall
be chosen from the membership of the board of directors. Such vice-presidents as
are board members, in the order of their seniority, shall perform the duties and
exercise the powers of the president during the absence or disability of the
president.

Section 4. Secretary. The secretary shall attend all meetings
of the stockholders and of the board of directors, and of the executive
committee, and shall preserve in books of the company true minutes of the
proceedings of all such meetings. He shall safely keep in his custody the seal
of the corporation and shall have authority to affix the same to all instruments
where its use is required. He shall give all notices required by statute, by-law
or resolution. He shall perform such other duties as may be delegated to him by
the board of directors or by the executive committee.

Section 5. Treasurer. The treasurer shall have custody of all
corporate funds and securities and shall keep in

-7-

books belonging to the corporation full and accurate accounts of all receipts
and disbursements; he shall deposit all moneys, securities and other valuable
effects in the name of the corporation in such depositaries as may be designated
for that purpose by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the board, taking proper vouchers for such
disbursements, and shall render to the president, and directors at the regular
meetings of the board, and whenever requested by them, an account of all his
transactions as treasurer and of the financial condition of the corporation. If
required by the board, he shall deliver to the president of the company, and
shall keep in force, a bond in form, amount, and with a surety or sureties
satisfactory to the board, conditioned for faithful performance of the duties
of his office, and for restoration to the corporation in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and property of whatever kind in his possession or under his control
belonging to the corporation.

Section 6. Assistant Secretary and Assistant Treasurer. The
assistant secretary, in the absence or disability of the secretary, shall
perform the duties and exercise the powers of the secretary. The assistant
treasurer, in the absence or disability of the treasurer, shall perform the
duties and exercise the powers of the treasurer.

Section 7. Secretary-Treasurer. At the discretion of the board
of directors, the office of Secretary and Treasurer may be held by one person.

ARTICLE VI

Stocks and Transfers.

Section 1. Certificates for Shares. Every shareholder shall be
entitled to a certificate of his shares signed by the president, or vice
president, and the secretary, or the treasurer or by the assistant secretary or
the assistant treasurer, under the seal of the corporation, certifying the
number and class of shares represented by such certificates, which certificates
shall state the terms and provisions of all classes of shares and, if such
shares are not full-paid, the amount paid; provided, that where such
certificate is signed by a transfer agent or an assistant transfer agent or by a
transfer clerk acting on behalf of such corporation, or by a registrar, the

-8-

signature of any such president, vice-president, secretary, assistant secretary,
treasurer or assistant treasurer, and the seal of the corporation, may be a
facsimile.

Section 2. Transferable only on Books of Corporation. Shares
shall be transferable only on the books of the corporation by the person named
in the certificate, or by attorney lawfully constituted in writing, and upon
surrender of the certificate therefor. A record shall be made of every such
transfer and issue. Whenever any transfer is made for collateral security, and
not absolutely, the fact shall be so expressed in the entry of such transfer.

Section 3. Registered Shareholders. The corporation shall have
the right to treat the registered holder of any share as the absolute owner
thereof, and shall not be bound to recognize any equitable or other claim to, or
interest in, such share on the part of any other person, whether or not the
corporation shall have express or other notice thereof, save as may be otherwise
provided by the statutes of Michigan.

Section 4. Transfer Agent and Registrar. The board of
directors may appoint a transfer agent and a registrar of transfers, and may
require all certificates of shares to bear the signature of such transfer agent
and of such registrar of transfers, or as the board may otherwise direct.

Section 5. Regulations. The board of directors shall have
power and authority to make all such rules and regulations as the board shall
deem expedient regulating the issue, transfer and registration of certificates
for shares in this corporation.

ARTICLE VII

Dividends and Reserves.

Section 1. Declaration of Dividends. Subject to the
provisions of the articles of incorporation and any governing statutes and
regulations, the board of directors shall have power and authority to declare
dividends at any regular or special meetings, pursuant to law.

Section 2. Manner of Payment of Dividend. Dividends may be
paid in cash, in property, in obligations of the corporation or in shares of the
capital stock of the corporation.

-9-

Section 3. Reserves. The board of directors shall set apart
such reserve or reserves as are required by the articles of incorporation, if
any, shall have power and authority to set apart such additional reserve or
reserves, for any proper purpose, as the board in its discretion shall approve;
and the board shall have power and authority to abolish any reserve created by
the board not specifically provided for in the articles of incorporation.

ARTICLE VIII

Right of Inspection.

Section 1. Inspection of List of Shareholders. At least ten
days before every election of directors, a complete list of shareholders
entitled to vote at such election shall be open to inspection by any registered
shareholder entitled to vote at such election, provided, that no shareholder
holding less than two per cent (2%) of the outstanding capital stock of the
corporation shall be entitled to exercise such privilege of inspection in
advance of such meeting.

Section 2. Inspection of Books of Account and Stock Books. The
books of account and stock books of this corporation shall be open to
inspection at all reasonable times and for any proper purpose by the
shareholders, provided, that no shareholder holding of record in the aggregate
less than two per cent (2%) of the outstanding shares of some one class of stock
of this corporation, and no person, whatever his or her holding who has not
then been a shareholder of record of this corporation for at least three months
prior to making such application shall be permitted to exercise such privilege
of inspection, except pursuant to resolution of the board of directors.

ARTICLE IX

Execution of Instruments.

Section 1. Checks, etc. All checks, drafts and orders for
payment of money shall be signed in the name of the corporation by such
officers or agents as the board of directors shall from time to time designate
for that purpose.

Section 2. Contracts, Conveyances, etc. When the execution of
any contract, conveyance or other instrument has

-10-

been authorized without specification by the executing officers, the president,
or any vice-president, and the secretary, or assistant secretary, may execute
the same in the name and behalf of this corporation and may affix the corporate
seal thereto. The board of directors shall have power to designate the officers
and agents who shall have authority to execute any instrument in behalf of this
corporation.

ARTICLE X

Fiscal Year.

The fiscal year shall begin the day of
in each year.

ARTICLE XI

Amendment of By-Laws.

Section 1. Amendments, how effected. These by-laws may be
amended, altered, changed, added to or repealed by the affirmative vote of a
majority of the shares entitled to vote at any regular or special meeting of
the shareholders if notice of the proposed amendment, alteration, change,
addition or repeal be contained in the notice of the meeting, or by the
affirmative vote of a majority of the board of directors at a regular or special
meeting of the board; provided, however, that the board of directors shall not
make or alter any by-laws fixing their qualifications, classifications, or term
of office; provided, also that any by-laws made by the affirmative vote of a
majority of the board of directors as provided herein may be amended, altered,
changed, added to or repealed by the affirmative vote of a majority of the
shares entitled to vote at any regular or special meeting of the shareholders;
and provided further that no change of the date for the annual meeting of
shareholders shall be made within thirty days next before the day on which such
meeting is to be held, unless consented to in writing, or by a resolution
adopted at a meeting, by all shareholders entitled to vote at the annual
meeting.

* * * * * *

-11-

THE PRESIDENT

Section 8. The president shall be the chief operating officer of the
corporation, with the power to manage the operations of the corporation. He
shall have the powers granted to the chairman of the board in Section 7 of this
Article V and shall have such furether powers as the board of directors may from
time to time by resolution confer upon him. In the absence or refusal to act of
the chairman of the board, the powers of the chairman of the board shall devolve
upon the President.

THE VICE PRESIDENTS

Section 9. In the absence of the president or in the event of his
inability or refusal to act, the vice president (or in the event there be more
than one vice president, the vice presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 10. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation ads of the

- 12 -

board of directors in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
board of directors, and shall perform such other duties as may be prescribed by
the board of directors or chairman of the board, under whose supervision he
shall be. He shall have custody of the corporate seal of the corporation and he,
or an assistant secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his
signature or by the signature of such assistant secretary. The board of
directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by his signature.

Section 11. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 12. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the

- 13 -

corporation and shall deposit all moneys and other valuable effects in the name
and to credit of the corporation in such depositories may be designated by the
board of directors.

Section 13. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

Section 14. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possesion or under his control belonging to the corporation.

Section 15. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

- 14 -

ARTICLE VI - CERTIFICATES FOR SHARES

If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face of or
back of the certificate which the corporation shall issue to represent such
class or series of stock, a statement that the corporation will furnish without
charge to each stockholder who so requests the powers, designations, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner
thereof a written notice containing the information required

- 15 -

to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a)
or 218(a) or a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall

- 16 -

require and/or to give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares, such uncertificated shares shall be cancelled and
issuance of new equivalent uncertificated shares or certified shares shall be
made to the person entitled thereto and the transaction shall be recorded upon
the books of the corporation.

FIXING RECORD DATE

- 17 -

record date, which shall not be more than sixty nor less than ten days prior to
any other action. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the board of directors may fix a new record
date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws
of Delaware.

ARTICLE VII - GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of incorporation.

- 18 -

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be January 1
through December 31.

- 19 -

SEAL

Section 6. The corporate seal shall be adopted by the directors.

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors,
employees and agents to the full extent permitted by the General Corporation Law
of Delaware.

ARTICLE VIII - AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alternation, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.

- 2O -

EXHIBIT C

EXHIBIT 3.33

FILED

APR 15 1985

10 AM

/s/ [ILLEGIBLE]

SECRETARY OF STATE

CERTIFICATE OF INCORPORATION

K-H ACQUISITION CORPORATION

* * * * *

1. The name of the corporation is

K-H ACQUISITION CORPORATION

2. The address of its 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 its registered agent at such
address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation
shall have authority to issue is one thousand (1,000) and the par value of each
of such shares is One Dollar ($1.00) amounting in the aggregate to One
Thousand Dollars ($1,000.00).

5. The name and mailing address of each incorporator is as
follows:

NAME MAILING ADDRESS
---- ---------------

D. A. Hampton Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801

S. M. Fraticelli Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801

S. J. Eppard Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized to make,
alter or repeal the by-laws of the corporation.

8. Elections of directors need not be by written ballot unless
the by-laws of the corporation shall so provide.

Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the board of directors or in the by-laws of the corporation.

Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement,

the said compromise or arrangement and the said reorganization shall, if
sanctioned by the court to which the said application has been made, be
binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

9. The corporation reserves the right to amend, alter, change
or repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

WE, THE UNDERSIGNED, being each of the incorporators
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 that this is our act and deed and the facts
herein stated are true, and accordingly have hereunto set our hands this 15th
day of April, 1985.

/s/ D. A. Hampton
-----------------------
D. A. Hampton

/s/ S. M. Fraticelli
-----------------------
S. M. Fraticelli

/s/ S. J. Eppard
-----------------------
S. J. Eppard

FILED

JUL 8 1985

10 AM

/s/[ILLEGIBLE]
SECRETARY OF STATE

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

BEFORE PAYMENT OF CAPITAL

K-H ACQUISITION CORPORATION

The undersigned, being the sole director of K-H ACQUISITION
CORPORATION, a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware

DOES HEREBY CERTIFY:

FIRST: That Article 1. of the Certificate of Incorporation be
and it hereby is amended to read as follows:

1. The name of the corporation is WESTERN WHEEL HUNTINGTON,
INC.

SECOND: That the corporation has not received any payment for any of
its stock.

THIRD: That the amendment was duly adopted in accordance with the
provisions of section 241 of the General Corporation Law of the State of
Delaware.

IN WITNESS WHEREOF, we have signed this certificate this 24th day of
June, 1985.

/s/ Barry J. Miller
----------------------------------
Barry J. Miller, Sole Director

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:00 PM 07/20/1994
944133970 - 2059359

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

WESTERN WHEEL HUNTINGTON, INC.

WESTERN WHEEL HUNTINGTON, INC., originally incorporated under the name
"K-H ACQUISITION CORPORATION", a corporation organized and existing under the
General Corporation Law, DOES HEREBY CERTIFY:

FIRST: The original certificate of incorporation was filed on April 15,
1985, with the Secretary of State of the State of Delaware.

SECOND: The amendment to the certificate of incorporation set forth
herein was duty adopted in accordance with the provisions of Section 242 of the
General Corporation Law.

THIRD: Article 1 of the certificate of incorporation is hereby amended
to read in its entirety as follows:

1. The name of the corporation is:

HAYES WHEELS INTERNATIONAL-INDIANA, INC.

FOURTH: The certificate of incorporation is further amended to add
thereto Article 10, to read as follows:

10. A director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the General Corporation Law, or (iv) for any
transaction from which the director derived any improper personal
benefit.

IN WITNESS WHEREOF, WESTERN WHEEL HUNTINGTON, INC. has caused this
certificate to be signed by R. Cucuz, its Chairman of the Board of Directors,
and attested by Barry J. Miller, its Assistant Secretary, this day of July
1994.

WESTERN WHEEL HUNTINGTON, INC.

By: /s/ R. Cucuz
----------------------------------
R. Cucuz
Chairman of the Board of
Directors

ATTEST:

/s/ Barry J. Miller
- ----------------------------------
Barry J. Miller
Assistant Secretary

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
HAYES WHEELS INTERNATIONAL - INDIANA, INC.

HAYES WHEELS INTERNATIONAL - INDIANA, INC., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:

FIRST: The Corporation's Certificate of Incorporation was filed on
April 15,1985, with the Secretary of State of the State of Delaware.

SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

FIRST: The name of the Corporation is HAYES LEMMERZ
INTERNATIONAL - INDIANA, INC.

HAYES WHEELS INTERNATIONAL -
INDIANA, INC.

By: /s/ William D. Shovers
------------------------------------
Name: William D. Shovers
Title: Vice President - Finance

ATTEST:

By: /s/ Patrick B. Carey
----------------------------
Name: Patrick B. Carey
Title: Assistant Secretary

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 02/09/1998
981050623 - 2059359

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
HAYES LEMMERZ INTERNATIONAL - INDIANA, INC.

HAYES LEMMERZ INTERNATIONAL - INDIANA, INC., a corporation organized
and existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:

FIRST: The Corporation's Certificate of Incorporation was filed on
April 15,1985, with the Secretary of the State of Delaware.

SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

FIRST: The name of the corporation is HAYES LEMMERZ
INTERNATIONAL - HUNTINGTON, INC.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this
17th day of June, 1999 by duly authorized officers of the Corporation.

HAYES LEMMERZ INTERNATIONAL -
INDIANA, INC.

By: /s/ William D. Shovers
------------------------------------
Name: William D. Shovers
Title: Vice President

ATTEST:

By: /s/ Patrick B. Carey
----------------------------
Name: Patrick B. Carey
Title: Assistant Secretary

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 06/18/1999
991250249 - 2059359

EXHIBIT 3.34

WESTERN WHEEL HUNTINGTON, INC.

a Delaware corporation

BY LAWS

ARTICLE I - OFFICES

Section 1. The registered office shall be in the City of Wilmington,
County of New Castle. State of Delaware.

Section 2. The corporation shall also have offices at 1870 Riverfork
Drive, Huntington. Indiana and at such other places both within and without the
State of Delaware as the board of directors may from time to time determine or
the business of the corporation may require.

ARTICLE II - MEETINGS OF STOCKHOLDERS

Section 2. Annual meetings of stockholders shall be held on the first
Thursday in June, if not a legal holiday, and if a legal holiday, then on the
next secular day following, at 2:00 p.m. or at such other date and time as
shall be designated from time to time by the board of directors and stated

in the notice of the meeting, at which they shall elect by a plurality vote a
board of directors, and transact such other business as may properly be brought
before the meeting.

Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting as provided by law.

Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than nor more

- 2 -

than five days before the date of the meeting, to each stockholder entitled to
vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders
shall he limited to the purposes stated in the notice.

Section 8. The holders of the stock issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of incorporation.
If, however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 10. Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such

- 3 -

stockholder, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.

ARTICLE III - DIRECTORS

Section 1. Upon the resignation of the sole director appointed by the
incorporators, the number of directors which shall constitute the whole board
shall be 3. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

- 4 -

provided by statute. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to till any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

- 5 -

meetings of the board of directors, or as shall be specified in a written waiver
signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

Sections 8. At all meetings of the board, a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute. If a quorum shall not be present at any
meeting of the board of directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

Section 10. Members of the board of directors, or any committee
designated by the board of directors, may participate in a meeting of the board
of directors, or any committee, by means of

- 6 -

COMMITTEES OF DIRECTORS

Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all of the powers and authority
of the board of directors in the management of the corporation, and may
authorize the seal of the of the corporation to be affixed to all papers which
may require it, but no such committee shall have power or authority in reference
to amending the certificate of incorporation (except that a committee may, to
the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the board of directors as provided in
Section 151(a) of the General Corporation Law, fix any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the corporation or the conversion into, or the
exchange of such shares for, shares of any other class

- 7 -

or classes or any other series of the same or any other class or classes of
stock of the corporation), adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution
or amending the by-laws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock or to adopt a certificate of ownership and merger. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the board of directors.

Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

- 8 -

REMOVAL OF DIRECTORS

ARTICLE IV - NOTICES

ARTICLE V - OFFICERS

- 9 -

number of offices may be held by the same person, unless the certificate of
incorporation or these by-laws otherwise provide.

THE CHAIRMAN OF THE BOARD

Section 5. The chairman of the board shall preside at all meetings of
the stockholders and the board of directors.

THE PRESIDENT

- 10 -

THE VICE PRESIDENTS

THE SECRETARY AND ASSISTANT SECRETARIES

- 11 -

THE TREASURER AND ASSISTANT TREASURERS

- 12 -

resignation, retirement or removal from office of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the corporation.

ARTICLE VI - CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by
certificates. Certificates shall be signed by, or in the name of the corporation
by, the chairman of the board of directors, or the president or a vice
president and the treasurer or an assistant treasurer, or the secretary or an
assistant secretary of the corporation.

- 13 -

and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

LOST CERTIFICATES

- 14 -

TRANSFER OF STOCK

FIXING RECORD DATE

Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

REGISTERED STOCKHOLDERS

- 15 -

ARTICLE VII - GENERAL PROVISIONS

FISCAL YEAR

Section 3. The fiscal year of the corporation shall be February 1
through January 31.

SEAL

Section 4. The corporate seal shall be adopted by the directors.

- 16 -

INDEMNIFICATION

Section 5. The corporation shall indemnity its officers, directors,
employees and agents to the full extent permitted by the General Corporation Law
of Delaware.

ARTICLE VIII - AMENDMENTS

- 17 -

EXHIBIT 3.35

FILED
SEP 29 1998
2 PM

SECRETARY OF STATE

CERTIFICATE OF INCORPORATION
OF
ASAHI MOTOR WHEEL COMPANY, INC.

A CLOSE CORPORATION
ORGANIZED UNDER THE LAWS OF
THE STATE OF DELAWARE,
UNITED STATES OF AMERICA

The undersigned, for the purpose of incorporating and
organizing a close corporation under the General Corporation Law of the State of
Delaware, do hereby certify as follows:

FIRST: The name of the corporation (the "Corporation") is
Asahi Motor Wheel Company, Inc.

SECOND: The address of the Corporation's registered office in
the State of Delaware is 1209 Orange Street, City of Wilmington, County of New
Castle. The name of the Corporation's registered agent at such address is The
Corporation Trust Company.

THIRD: 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.

FOURTH: (a) The total number of shares of capital stock which
the Corporation shall have authority to issue is 20,000 shares of Common Stock
of the par value of $.01 per share (the "Shares"), which shall consist of 10,000
Shares denominated Series A Shares, 8,000 Shares denominated Series B Shares and
2,000 Shares denominated Series C Shares.

(b) (i) Each Series A Share, Series B Share or Series C Share
shall be equal to every other Share in all respects and, except for the election
of Directors as provided in Paragraph (b)(ii) of this Article, each holder of
Shares shall be entitled to one vote per Share on all matters presented to the
stockholders of the Corporation.

(ii) The number of Directors of the Corporation shall be
eight. At each meeting of stockholders at which all of the members of the Board
of Directors are to be elected, the holders of a majority of the Series A
Shares, voting separately, shall elect four Directors, the holder of a majority
of the Series B Shares, voting separately, shall elect three Directors, and the
holders of a majority of the Series C Shares, voting separately, shall elect one
Director. Any Director so elected may be removed, whether or not for cause, only
by the vote of the holders of a majority of the Series A Shares, Series B Shares
or Series C Shares, as the case may be, which elected such person as a Director.
Vacancies on the Board of Directors among the Directors so elected, whether
resulting from removal, resignation, death or otherwise, shall be filled by the
holders of a majority of the Series A Shares, Series B Shares or Series C
Shares, as the case may be, which elected such person who is no longer a member
of the Board of Directors. Such vacancies shall be filled by the vote of the
holders if a majority of the Series A Shares, Series B Shares or Series C
Shares, as the case may be, at an annual or special

-2-

meeting of stockholders or pursuant to a written action signed by all of the
holders of such Series A Shares, Series B Shares or Series C Shares, as the case
may be, and delivered to the Corporation and the other stockholders at any time
after any such vacancy shall arise.

(c) There shall not be more than ten holders of record of the
Shares, and the classes of persons who shall and shall not be entitled to be
holders of Shares shall be as set forth in Paragraph (d) of this Article.

(d) No person shall be entitled to be a holder of the Shares
except Motor Wheel Corporation, an Ohio corporation ("MWC"), Asahi Malleable
Iron Co., Ltd., a Japanese company ("AMI"), Toyo Menka Kaisha, Ltd., a Japanese
company ("TMKL"), Toyomenka (America) Inc., a New York corporation and a
wholly-owned subsidiary of TMKL ("TMI") (TMKL and TMI are collectively referred
to herein as "TMK"), a Permitted Transferee of MWC, AMI or TMK, as the case may
be, which I becomes and remains a Permitted Transferee in accordance with the
provisions of Paragraph (e) of this Article, and any person, other than a
Permitted Transferee, to which a Transfer is made in accordance with Paragraph
(f) of this Article. Except as provided in Paragraphs (e), (f) or (g) of this
Article, no stockholder shall (i) sell, assign or: otherwise transfer or dispose
of any Shares, either voluntarily or by operation of law, or (ii) mortgage,
pledge or hypothecate or create a lien, charge, encumbrance or security interest
with

-3-

respect to any Shares other than in connection with borrowings incurred by a
stockholder in order to finance the acquisition of the Shares or in order to
secure a loan to NEWCO (any such action described in clauses (i) or (ii) being
herein referred to as a "Transfer"). No Transfer of any Share in violation of
any provision of this Certificate of Incorporation shall be effective to pass
any title to, or create any interest in favor of, any other person with respect
to such Share, and the Corporation or any stockholder which did not effect or
attempt to effect such Transfer shall be entitled to seek to enjoin or have such
Transfer set aside.

(e) The provisions of Paragraph (d) of this Article shall not
apply to a Transfer resulting from the consolidation of a stockholder with, the
merger of a stockholder into or the sale or assignment of all but not less than
all of such stockholder's Shares to an Affiliate of such stockholder (any
transferee permitted under the provisions of this Paragraph (e) being herein
referred to as a "Permitted Transferee"), provided that (A) immediately upon
such Transfer, such Permitted Transferee shall become, by an instrument in form
and substance satisfactory to the holders of the issued and outstanding Shares
of which the Permitted Transferee is not a holder (the "Other Stockholders"),
jointly and severally liable with respect to all of the obligations of the
stockholder effecting the Transfer referred to herein (the "Transferring
Stockholder") under the Joint Venture Agreement entered into

-4-

pursuant to Section 350 or 354 of the General Corporation Law of the State of
Delaware (the "Joint Venture Agreement") to which the stockholders are
signatories or by which they are bound and shall agree to be bound by all of the
terms and conditions of such Joint Venture Agreement; (B) upon any such
Transfer, the Transferring Stockholder shall not be discharged from any of its
liabilities and obligations to the Corporation or the Other Stockholders under
any Joint Venture Agreement and shall remain jointly and severally liable with
such Permitted Transferee thereunder (and the Transferring Stockholder shall
execute and deliver to the Other Stockholders an instrument satisfactory to the
Other Stockholders evidencing such liability); and (C) such Permitted Transferee
shall continue at all times thereafter to be an Affiliate of the original
Transferring Stockholder and if at any time such relationship of the Permitted
Transferee shall cease, the Corporation or the Other Stockholders shall
thereupon be entitled to enjoin or to have set aside any Transfer contrary to
the foregoing provisions of this Article.

(f) (i) MWC shall not Transfer its Shares to a third party except
as provided in this Paragraph (f)(i). If MWC desires to Transfer all of its
Shares to any third party, it shall first offer in writing such Shares to each
of AMI and TMK, in proportion to their respective ownership of Shares (or such
other proportion as AMI and TMK may agree), specifying the full name and address
of the third party to whom MWC desires to

-5-

Transfer all of its Shares and a description of the proposed terms and
conditions of such Transfer. Such written offer shall specify a cash price
and other terms at which MWC will agree to sell such Shares to AMI and TMK. MWC,
AMI and TMK shall thereupon bargain in good faith with respect to such offer for
a period of not more than ninety (90) calendar days following such offer. If
either AMI or TMK reaches an agreement with MWC to purchase such Shares from MWC
on terms that are unacceptable to the other party, either AMI or TMK may
purchase MWC's Shares without the participation of such other party. If at the
expiration of such 90-day period MWC, AMI and TMK shall not have reached
agreement on the terms of such sale, then MWC shall have the right to make a
bona fide Transfer of such Shares to the specified third party, and only such
third party, provided, that no such Transfer to any third party shall be
permitted hereby unless made at a cash price and on terms which are no more
favorable to the third party than shall have been offered to AMI and TMK and
that the transferee agrees to be bound by the provisions of this Paragraph
(f)(i) and the Joint Venture Agreement.

(ii) AMI shall not Transfer its Shares to a third
party except as provided in this Paragraph (f)(ii). If AMI desires to Transfer
all of its Shares to any other third party, it shall first offer in writing such
Shares to MWC, specifying the full name and address of the third party to whom
AMI desires to Transfer all of its Shares and a description of the

-6-

proposed terms and conditions of such Transfer. Such written offer shall specify
a cash price and other terms at which AMI will agree to sell such Shares to MWC.
AMI shall thereupon bargain in good, faith with MWC with respect to such offer
for a period of not more than sixty (60) calendar days following such offer. If
at the expiration of such 60-day period AMI and MWC shall not have reached
agreement on the terms of such sale, then AMI shall offer such Shares to TMK at
the most favorable cash price and terms which had been offered to MWC. If, at
the expiration of thirty (30) calendar days after TMK has received such offer,
TMK has not accepted such offer, then AMI shall have the right to make a bona
fide Transfer of such Shares to the specified third party, and only such third
party, provided that no such Transfer to any third party shall be permitted
hereby unless made on terms which are no more favorable to the third party than
shall have been offered to MWC and TMK and that the transferee agrees to be
bound by this Paragraph (f)(ii) and the Joint Venture Agreement.

(iii) TMK shall not Transfer its Shares to a third
party except as provided in this Paragraph (f)(iii). If TMK desires to Transfer
all of its Shares to any other third party, it shall first offer in writing such
Shares to AMI, specifying the full name and address of the third party to whom
TMK desires to Ttansfer all of its Shares and a description of the proposed
terms and conditions of such Transfer. Such written offer shall specify a cash
price and other terms at

-7-

which TMK will agree to sell such Shares to AMI. TMK shall thereupon bargain in
good faith with AMI with respect to such offer for a period of not more than
sixty (60) calendar days following such offer. If at the expiration of such
60-day period TMK and AMI shall not have reached agreement on the terms of such
sale, then TMK shall offer such Shares to MWC at the most favorable cash price
and terms which had been offered to AMI. If, at the expiration of thirty (30)
calendar days after MWC has received such offer, MWC has not accepted such
offer, then TMK shall have the right to make a bona fide Transfer of such Shares
to the specified third party, and only such third party, provided that no such
Transfer to any third party shall be permitted hereby unless made on terms which
are no more favorable to the third party than shall have been offered to AMI and
MWC and that the transferee agrees to be bound by this Paragraph (f)(iii) and
the Joint Venture Agreement.

(g) Commencing on a date three years from the Effective Date,
if and only if there is a deadlock among the parties, notwithstanding good faith
discussion for a period of thirty (30) calendar days among all parties concerned
and good faith discussion in two consecutive meetings of the holders of Shares,
MWC and AMI shall each have the right during the continuation of such deadlock
to purchase the Shares held by the other upon delivery of a formal purchase
offer (a "Formal Purchase Offer") to the other. Every Formal Purchase Offer

-8-

must be irrevocable and must state the cash purchase price to be paid for the
seller's Shares at a closing to take place within twenty (20) Business Days
after acceptance of such Formal Purchase Offer. Every Formal Purchase Offer must
also include, separately from the cash purchase price, specific undertakings, to
become effective at the closing of the purchase, providing for the immediate and
complete (i) payment of all debts of the Corporation owed to the seller or its
Affiliates or representatives whether or not such debts are then due and payable
(the "Debt Payment"), and (ii) discharge, release and cancellation (including,
as attachments, the form of written consents or releases from third parties that
must be executed, delivered, and effective as a condition precedent to the
consummation of the proposed purchase, if such consents or releases are
necessary to effect such discharge, release and cancellation) of all guarantees
and obligations and assumption of all liabilities entered into or incurred by
seller or its Affiliates or representatives in its or their capacity as
stockholder, guarantor, director, officer, employee, agent or representative of
the Corporation or entered into or incurred by it or them on behalf of, or for
the benefit of, the Corporation (the "Release and Assumption Documents"). A
Formal Purchase Offer may be accepted at any time by written notice from the
party to whom it is addressed, and the first Formal Purchase Offer shall be
deemed accepted for all purposes by the party to whom it is addressed at the
close of business on the

-9-

twenty-fifth (25th) Business Day following the date it was received by such
party, unless such party shall have theretofore delivered its own Formal
Purchase Offer to the party who sent the first Formal Purchase Offer. Such
second Formal Purchase Offer shall state a cash purchase price at least 5%
greater than the cash purchase price stated in the first Formal Purchase Offer.
In such event the first Formal Purchase Offer shall be deemed cancelled and the
party which delivered the first Formal Purchase Offer shall have ten (10)
Business Days during which it may decide to accept the second Formal Purchase
Offer or to submit a further Formal Purchase Offer stating a cash purchase price
at least 5% greater than the cash purchase price stated in the second Formal
Purchase Offer. If the party which received the second Formal Purchase Offer has
neither accepted the second Formal Purchase Offer nor submitted a further Formal
Purchase Offer by the close of business on the tenth (10th) Business Day
following the date the second Formal Purchase Offer was received, such party
shall be deemed to have accepted for all purposes the second Formal Purchase
Offer. The process of submitting Formal Purchase Offers (each stating a cash
purchase price at least 5% greater than the cash purchase price in the then
pending Formal Purchase Offer) shall continue thereafter (with the delivery of
each further Formal Purchase Offer effecting the cancellation of the then
pending Formal Purchase Offer) until one party shall have accepted a Formal
Purchase Offer either by explicit

-10-

acceptance or by failure to submit a further Formal Purchase Offer before the
close of business on the tenth (10th) Business Day following receipt of the
Formal Purchase Offer then pending. The party which becomes the seller shall
cooperate fully in the preparation and execution of documents reasonably
required to permit the closing of the sale of its Shares to the other party. The
party which becomes the purchaser shall deliver at the closing the cash purchase
price, the Debt Payment and the Release and Assumption Documents provided for in
the Formal Purchase Offer that has been accepted or deemed accepted by the
seller. If such purchaser fails to deliver such payments and documents at the
closing (a "Defaulting Purchaser"), then the other party shall have the right
(which must be exercised in writing in a document delivered to the Defaulting
Purchaser within ten (10) Business Days) to compel a sale by the Defaulting
Purchaser of the Defaulting Purchaser's Shares in the manner and on the terms
that would have been required if the Defaulting Purchaser had accepted a formal
Purchase Offer which included a cash purchase price 10% lower than the cash
purchase price that was to have been paid at the closing at which it defaulted.
If such right to purchase at a 10% lower price is exercised, it shall be to the
exclusion of other remedies the party exercising such right might have had
against the Defaulting Purchaser. For purposes of this Paragraph (g), AMI shall
be deemed to be the owner of Shares held by TMK; provided, however, that if AMI
is the seller, MWC

-11-

shall pay the cash purchase price to each of AMI and TMK in proportion to their
respective Share ownership, shall deliver the Debt Payment to such of AMI and
TMK as shall be entitled to receive it and shall deliver executed Release and
Assumption Documents for each of AMI and TMK.

(h) No stockholder effecting a Transfer permitted by
Paragraphs (e), (f) or (g) of this Article shall be relieved of any of its
liabilities and obligations to the Corporation or to the Other Stockholders
which arose or accrued prior to the effective date of such Transfer.

(i) All of the Corporation's issued Shares, exclusive
of treasury Shares, shall be represented by certificates and the following
legends shall be conspicuously noted on each certificate:

"THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO, AND
ARE TRANSFERRABLE ONLY UPON COMPLIANCE WITH, THE RESTRICTIONS
ON TRANSFER CONTAINED IN THE CERTIFICATE OF INCORPORATION, A
COPY OF WHICH IS ON FILE WITH THE SECRETARY OF STATE OF THE
STATE OF DELAWARE, AND THE RESTRICTIONS ON TRANSFER CONTAINED
IN A JOINT VENTURE AGREEMENT DATED AS OF OCTOBER 2, 1988. THE
CERTIFICATE OF INCORPORATION PROVIDES THAT THE TOTAL NUMBER OF
HOLDERS OF RECORD OF THE SHARES OF COMMON STOCK OF THE
CORPORATION SHALL NOT BE MORE THAN 10. THE CORPORATION WILL
MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE
CERTIFICATE OF INCORPORATION AND SUCH JOINT VENTURE AGREEMENT
WITHOUT CHARGE WITHIN FIVE (5) DAYS AFTER RECEIPT OF WRITTEN
REQUEST THEREFOR ADDRESSED TO THE CORPORATION."

(j) The Corporation shall not make fin offering of any Shares
which would constitute a "public offering" within the meaning of the United
States Securities Act of 1933, as it may be amended from time to time.

-12-

(k) As used in this Article FOURTH, the following terms shall
have the meanings set forth below:

"Affiliate" of a person means any person controlling,
controlled by, or under common control with such person.

"Business Day" shall mean any day of the year which is not a
Saturday, a Sunday or a holiday on which the Federal Reserve Banks in
the United States are closed.

"Effective Date" shall have the same meaning assigned to it in
the Joint Venture Agreement.

"person" shall mean an individual, firm, trust, association,
corporation, partnership, government (whether sovereign, federal,
state, provincial, local or other political subdivision, or any agency
or bureau of any of them), or other entity.

(1) Notwithstanding any other provisions of this Certificate
of Incorporation or the By-Laws of the Corporation or any provision of law which
might otherwise permit a lesser vote, in addition to any affirmative vote of the
holders of any particular class or a series of Shares required by law or this
Certificate of Incorporation, the affirmative vote of holders of all of the
issued and outstanding capital stock of the Corporation shall be required to
alter, amend, repeal or adopt any provision inconsistent with this Article
FOURTH.

FIFTH: To the full extent permitted by the General Corporation
Law of the State of Delaware or any other applicable laws presently or
hereafter in effect, no Director

-13-

of the Corporation shall be personally liable to the Corporation or its
stockholders for or with respect to any acts or omissions in the performance of
his or her duties as a Director of the Corporation. Any repeal or modification
of this Article FIFTH shall not adversely affect any right or protection of a
Director of the Corporation existing immediately prior to such repeal or
modification.

SIXTH: Each person who is or was or had agreed to become a
Director or officer of the Corporation, or each such person who is or was
serving or who had agreed to serve at the request of the Board of Directors or
an officer of the Corporation as an employee or agent of the Corporation or as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise (including the heirs, executors,
administrators or estate of such person), shall be indemnified by the
Corporation to the full extent permitted by the General Corporation Law of the
State of Delaware or any other applicable laws as presently or hereafter in
effect. Without limiting the generality or effect of the foregoing, the
Corporation may enter into one or more agreements with any person which provide
for indemnification greater or different than that provided in this Article. No
amendment to or repeal of this Article SIXTH shall apply to or have any effect
on the right to indemnity permitted or authorized hereunder for or with respect
to claims asserted before or after such amendment or repeal arising from acts or

-14-

omissions occurring in whole or in part before the effective date of such
amendment or repeal. The Corporation may, but shall not be obligated to,
maintain insurance, at its expense, for its benefit in respect of such
indemnification and that of any such person whether or not the Corporation would
otherwise have the power to indemnify such person.

SEVENTH: 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 may be added or inserted, in the
manner now or hereafter prescribed herein or by applicable law; 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 this reservation.

EIGHTH: Notwithstanding any provision of law which might
otherwise permit a lesser vote, in addition to any affirmative vote of the
holders of any particular class or a series of shares required by law or this
Certificate of Incorporation, the affirmative vote of holders of at least
two-thirds of the Corporation's Shares, voting as a single class, shall be
required to alter, amend, or repeal any provision of this Certificate of
Incorporation, except where the provisions of this Certificate of Incorporation
shall

-15-

require a different or greater vote, in which case such requirements for a
different or greater vote shall govern.

NINTH: The name and mailing address of the incorporator is
Gary D. Begeman, 1900 Huntington Center, 41 South High Street, Columbus, Ohio
43215.

TENTH: The names and mailing addresses of the persons who are
to serve as the Directors of the Corporation until the first annual meeting of
stockholders or until their successors are elected and qualified is as follows:

NAME MAILING ADDRESS
---- ---------------

Joseph C. Overbeck 4000 Collins Road
Lansing, MI 48910

Alton N. McCotter 4000 Collins Road
Lansing, MI 48910

Douglas v, Switzer 4000 Collins Road
Lansing, MI 48910

Richard W. Tuley 4000 Collins Road
Lansing, MI 48910

Shigesaburo Asai 547-1 Horinouchi
Kikugawa-cho
Shizuoka, Japan

Tatsuo Egusa Lake Center Plaza, Suite 214N
1699 Wall Street
Mt. Prospect, IL 60056

Tetsuya Otsuka 547-1 Horinouchi
Kikugawa-cho
Shizuoka, Japan

John R. Fennell 444 Market Street
10th Floor
San Francisco, CA 94114

-16-

IN WITNESS WHEREOF, I the undersigned, being the incorporates
hereinabove named, do hereby execute this Certificate of Incorporation this 28th
day of September, 1988.

/s/ Gary D. Begeman
--------------------------------
Gary D. Begeman

-17-

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 10/05/1992
922825028 - 2174088

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
ASAHI MOTOR WHEEL COMPANY. INC.

Pursuant to Section 242(1) and (b)(1) of the General Corporation Law of
Delaware and the SEVENTH and EIGHT Articles of the Certificate of Incorporation,
the undersigned Corporation executes this Certificate of Amendment to its
Certificate of Incorporation:

FIRST: That by written unanimous consent, the Board of Directors of
Asahi Motor Wheel Company, Inc., adopted the following Resolution setting forth
a proposed amendment to the Certificate of Incorporation and directing that such
proposed Amendment be submitted to the Shareholders of the Corporation for their
written consent. The Resolution setting forth the proposed Amendment is as
follows:

RESOLVED, that the FIRST Article of the Certificate of Incorporation
filed September 29, 1988, in the office of the Secretary of State of
the State of Delaware, be amended to read in its entirety as follows:

FIRST: The name of the Corporation (the "Corporation") is:
Aluminum Wheel Technology, Inc.

RESOLVED, that the foregoing Amendment be submitted to a vote of the
Shareholders of the Corporation for their approval with the affirmative
recommendation of the Board of Directors that such Amendment be
approved;

RESOLVED, that, upon approval of the foregoing Amendment by the
Shareholders of the Corporation, the officers of the Corporation are
hereby authorized and directed to cause to be executed and

filed with the appropriate government authorities, Certificate of
Amendment in the form attached to this Resolution;

RESOLVED, that upon approval of the foregoing Amendment by the
Shareholders of the Corporation, and the filing of Certificate of
Amendment with appropriate governmental authorities, that the officers
thereupon take all further action that is necessary to effect the
change of name of the Corporation so that customers, vendors and the
public generally will be aware that the name of the Corporation has
been changed to Aluminum Wheel Technology, Inc., and that the trademark
of the Corporation will be "Alumitech".

Executed: June 26, 1992 /s/ Joseph C. Overbeck
--------------------------------------
JOSEPH C. OVERBECK, DIRECTOR

Executed: June 26, 1992 /s/ Alton N. McCotter
--------------------------------------
ALTON N. McCOTTER, DIRECTOR

Executed: June 26, 1992 /s/ Douglas V. Switzer
--------------------------------------
DOUGLAS V. SWITZER, DIRECTOR

Executed: June 26, 1992 /s/ Richard W. Tuley
--------------------------------------
RICHARD W. TULEY, DIRECTOR

Executed: July 5, 1992 /s/ Shiqesaburo Asai
--------------------------------------
SHIGESABURO ASAI, DIRECTOR

Executed: July 5, 1992 /s/ Tatsuo Egusa
--------------------------------------
TATSUO EGUSA, DIRECTOR

Executed: July 5, 1992 /s/ Tetsuya Otsuka
--------------------------------------
TETSUYA OTSUKA, DIRECTOR

Executed: July 17, 1992 /s/ Jon Gardner
--------------------------------------
JON GARDNER, DIRECTOR

SECOND: That thereafter pursuant to the Resolution of the Board of
Directors of the Corporation, such Amendment was submitted to all of the
Shareholders of the Corporation holding all of the outstanding stock for their
written consent and unanimous consent thereto was given by the adoption of the
following Resolution:

RESOLVED, that the recommendation of the Board of Directors of Asahi
Motor Wheel Company, Inc., recommending that the name of the
corporation be changed, be and is hereby approved and ratified;

RESOLVED, that in compliance with the present Certificate of
Incorporation, the undersigned as owners of 100% of the outstanding
stock in the Corporation do hereby authorize the amendment of the FIRST
Article of the Certificate of Incorporation filed September 29, 1988,
in the Office of the Secretary of State of the State of Delaware to be
amended in its entirety so that it will read as follows:

FIRST: The name of the Corporation (the "Corporation") is:
Aluminum Wheel Technology, Inc.

RESOLVED, that the officers of the Corporation are hereby authorized
and directed to cause to be executed and filed with the appropriate
governmental authorities, Certificate of Amendment in the form attached
to this Resolution;

RESOLVED, that upon approval of the foregoing Amendment by the
Shareholders of the Corporation, and the filing of the Certificate of
Amendment with appropriate governmental authorities, that the officers
thereupon take all further action that is necessary to effect the
change of the name of the Corporation so that customers, vendors and
the public generally will be aware that the name of the Corporation has
been changed to Aluminum Wheel Technology, Inc. and that the trademark
will be "Alumitech".

MOTOR WHEEL CORPORATION,
SHAREHOLDER

Executed: July 24, 1992 By: /s/ Joseph C. Overbeck
----------------------------------
JOSEPH C. OVERBECK, PRESIDENT

ASAHI TEC CORPORATION,
SHAREHOLDER

Executed: July 24, 1992 By: /s/ Ichinosuke Oka
----------------------------------
ICHINOSUKE OKA, PRESIDENT

TOMEN CORPORATION,
SHAREHOLDER

Executed: August 4, 1992 By: /s/ Yasuo Matsukawa
----------------------------------
YASUO MATSUKAWA,
EXECUTIVE VICE-PRESIDENT

TOMEN AMERICA, INC.,
SHAREHOLDER

Executed: August 14, 1992 By: /s/ Kazuo Miyaoka
----------------------------------
KAZUO MIYAOKA, PRESIDENT

THIRD: That pursuant to the applicable provisions of the Corporate law
of the State of Delaware, the state of incorporation, and the requirements of
the Certificate of Incorporation heretofore adopted and filed in the office of
the Secretary of State of the State of Delaware on September 29, 1988, No. 29294
in Book 771, Page 313, of said Office, the Amendment changing the name of the
Corporation to Aluminum Wheel Technology, Inc. has been duly authorized.

IN WITNESS WHEREOF, this Certificate of Amendment is signed by Douglas
V. Switzer as President and attested by Charles C. Adams, Secretary, this the
24th day of September, 1992.

ASAHI MOTOR WHEEL. COMPANY, INC.

By: /s/ DOUGLAS V. SWITZER
----------------------------------
DOUGLAS V. SWITZER, PRESIDENT

ATTEST:

/s/ Charles C. Adams
- ----------------------------
SECRETARY

STATE OF KENTUCKY

COUNTY OF PULASKI...SCT:

Subscribed and sworn to before me by Douglas V. Switzer, President and
Charles C. Adams, Secretary of Aluminum Wheel Technology, Inc., this the 24th
day of September, 1992.

My Commission Expires: August 24, 1994

/s/ Angela G. Gilpin
-----------------------------------
NOTARY PUBLIC, STATE-AT-LARGE

THIS INSTRUMENT DRAFTED BY;

ADAMS & ADAMS
ATTORNEYS AT LAW
P.O. BOX 35
SOMERSET, KENTUCKY 42502
(606) 678-4916

By: /s/ Charles C. Adams
-------------------------
CHARLES C. ADAMS

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:30 AM 05/07/1998
981175727 - 2174088

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
ALUMINUM WHEEL TECHNOLOGY, INC.

ALUMINUM WHEEL TECHNOLOGY, INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
does hereby certify as follows:

FIRST: The Corporation's Certificate of Incorporation was filed on
September 29,1988, with the Secretary of State of the State of Delaware.

SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

FIRST: The name of the Corporation is HAYES LEMMERZ
INTERNATIONAL - KENTUCKY, INC.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this 5th
day of May, 1998 by duly authorized officers of the Corporation.

ALUMINUM WHEEL TECHNOLOGY, INC

By: /s/ William D. Shovers
--------------------------------
Name: William D. Shovers
Title: Vice President - Finance

ATTEST:

By: /s/ Patrick B. Carey
---------------------------
Name: Patrick B. Carey
Title: Assistant Secretary

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
HAYES LEMMERZ INTERNATIONAL -KENTUCKY, INC.

HAYES LEMMERZ INTERNATIONAL -KENTUCKY, INC. a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Company"), does hereby certify as follows:

FIRST: The Company's Certificate of Incorporation was filed on
September 29, 1988, with the Secretary of State of the State of Delaware.

SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

THIRD: Section (b)(ii) of ARTICLE FOURTH of me Certificate of
Incorporation is hereby amended to read in its entirety as follows:

FOURTH: (b)(ii) The number of Directors of the Corporation shall be
eight At each meeting of the stockholders at which all of the members
of the Board of Directors are to be elected, the holders of a majority
of the Series A Shares, voting separately, shall elect four Directors,
the holder of a majority of the Series B Shares, voting separately,
shall elect three Directors, and the holders of a majority of the
Series C Shares, voting separately, shall elect one Director. Any
Director so elected may be removed, whether or not for cause, only by
the vote of the holders of a majority of the Series A Shares, Series B
Shares or Series C Shares, as the case may be, which elected such
person as a Director. Vacancies on the Board of Directors among the
Directors so elected, whether resulting from removal, resignation,
death or otherwise, shall be filed by the holders of a majority of the
Series A Shares, Series B Shares or Series C Shares, as the case may
be, which elected such person who is no longer a member of the Board of
Directors. Such vacancies shall be filled by the vote of the holders of
a majority of the Series A Shares, Series B Shares or Series C Shares,
as the case may be, at an annual or special meeting of stockholders or
pursuant to a written action signed by all of the holders of such
Series A Shares, Series B Shares or Series C Shares, as the case may
be, and delivered to the Corporation and the other stockholders at any
time after any such vacancy shall arise. However, in the event that the
Series A Shares, Series B Shares and Series C Shares are all owned by
one stockholder, the number of Directors of the Corporation may be less
than eight (8) members, provided that the number of Directors shall be
not less than one (1) member, as designated by the Company's sole
stockholder from time to time.

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:30 AM 11/01/2001
010549440 - 2174088

IN WITNESS WHEREOF, the Company has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this 1st
day of October, 2001 by duly authorized officers of the Company.

HAYES LEMMERZ INTERNATIONAL -
KENTUCKY, INC.

By: /s/ Gary J. Findling
-----------------------------------
Name: Gary J. Findling
Title: Treasurer

ATTEST:

By: /s/ Patrick B. Carey
------------------------
Name: Patrick B. Carey
Title: Secretary

EXHIBIT 3.36

BY-LAWS

ASAHI MOTOR WHEEL COMPANY, INC.

BY-LAWS

Table of Contents

Page
----

ARTICLE I - OFFICES

Section 1. General and Registered Offices ................................................... 1

Section 2. Other Offices .................................................................... 1

ARTICLE II - MEETINGS OF STOCKHOLDERS

Section 1. Time and Place of Meetings ....................................................... 2

Section 2. Annual Meeting ................................................................... 2

Section 3. Special Meetings ................................................................. 2

Section 4. Notice of Meetings ............................................................... 3

Section 5. Quorum............................................................................ 3

Section 6. Voting ........................................................................... 4

Section 7. Written Action.................................................................... 5

ARTICLE III - DIRECTORS

Section 1. Numbers of Directors.............................................................. 5

Section 2. Authority of the Board of Directors............................................... 5

Section 3. Meetings of the Board of Directors................................................ 6

Section 4. Notice of Meetings................................................................ 6

Section 5. Quorum; Required Vote; Election of Chairman....................................... 7

Section 6. Written Action.................................................................... 9

Section 7. Location of Meetings; Participation in Meetings by Conference Telephone........... 9

- i -

Table of Contents
(continued)

Page
----

Section 8. Committees........................................................................ 10

Section 9. Compensation...................................................................... 11

Section 10. Rules............................................................................. 11

ARTICLE IV - NOTICES

Section 1. Generally......................................................................... 11

Section 2. Waivers........................................................................... 12

ARTICLE V - OFFICERS

Section 1. Officers; Executive Committee..................................................... 12

Section 2. Compensation...................................................................... 14

Section 3. Succession........................................................................ 14

Section 4. Authority and Duties.............................................................. 15

Section 5. Execution of Documents............................................................ 15

ARTICLE VI - STOCK

Section 1. Certificates...................................................................... 16

Section 2. Transfer.......................................................................... 16

Section 3. Legends........................................................................... 17

Section 4. Lost, Stolen or Destroyed Certificates............................................ 17

ARTICLE VII - GENERAL PROVISIONS

Section 1. Fiscal year....................................................................... 17

Section 2. Corporate Seal.................................................................... 18

- ii -

Table of Contents
(continued)

Page
----

Section 3. Reliance upon Books, Reports and Records ......................................... 18

Section 4. Time Periods ..................................................................... 18

Section 5. Dividends ........................................................................ 18

ARTICLE VIII - AMENDMENTS

Section 1. Amendments........................................................................ 19

- iii -

ASAHI MOTOR WHEEL COMPANY, INC.

BY-LAWS

Asahi Motor Wheel Company, Inc. (the "Corporation") and the
stockholders of the Corporation are parties to a joint venture agreement entered
into pursuant to Sections 350 and 354 of the General Corporation Law of the
State of Delaware ("GCL") (such agreement, as amended from time to time, is
herein referred to as the "Joint Venture Agreement"). If the provisions of these
By-Laws conflict with, or are at variance with, the provision of the Joint
Venture Agreement, the provisions of the Joint Venture Agreement shall control.

ARTICLE I

OFFICES

Section 1. General and Registered Office. The general office of the
Corporation shall be located at such place, within or without the State of
Delaware, as the Board of Directors shall, from time to time, determine or the
business of the Corporation may require. The registered office shall be in the
City of Wilmington, County of New Castle, State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Time and Place of Meetings. All meetings of the stockholders
for the election of directors or for any other purpose shall be held at such
time and place, within or without the State of Delaware, as may be authorized by
the Board of Directors and stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

Section 2. Annual Meeting. Annual meetings of the stockholders,
commencing with the year 1989, shall be held on the second Thursday in July if
not a legal holiday, and if a legal holiday, then on the next business day
following, at 10:00 a.m. (local time at the principal offices of the
Corporation), or at such other date and time as shall be designated from time to
time by the Board of Directors, at which meeting the stockholders shall, in
accordance with Article FOURTH of the Certificate of Incorporation, elect a
Board of Directors and transact such other business as may properly be brought
before the meeting.

Section 3. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by law or by Certificate of
Incorporation, may be called by the Board of Directors, and shall be called by
the President or the Secretary at the request in writing of stockholders owning
two-thirds in amount of the entire capital

-2-

stock of the Corporation issued and outstanding and entitled to vote. Such
request shall be sent to the President and the Secretary and shall state the
purpose or purposes of the proposed meeting. Any special meeting of stockholders
shall be held at such place, on such date and at such time as the President or
the Secretary, as the case may be, shall fix.

Section 4. Notice of Meetings. Written notice of every meeting of the
stockholders, stating the place, date and hour of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be given not less than thirty nor more than sixty days before the date of
the meeting to each stockholder entitled to vote at such meeting, except as
otherwise provided herein or by law. When a meeting is adjourned to another
place, date or time, written notice need not be given of the adjourned meeting
if the place, date and time thereof are announced at the meeting at which the
adjournment is taken; provided, however, that if the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, written notice of the place, date and time of the adjourned
meeting shall be given in conformity herewith. At any adjourned meeting, any
business may be transacted which might have been transacted at the original
meeting.

Section 5. Quorum. The holders of two-thirds of the entire capital
stock of the Corporation issued and outstanding and entitled to vote thereat,
present in person or represented

-3-

by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented.

Section 6. Voting. Except as otherwise provided by law or by
the Certificate of Incorporation or these By-Laws, each stockholder shall be
entitled at every meeting of the stockholders to one vote for each share of
stock having voting power standing in the name of such stockholder on the books
of the Corporation on the record date for the meeting and such votes may be cast
either in person or by written proxy. Every proxy must be executed in writing by
the stockholder or his or her duly authorized attorney. Such proxy shall be
filed with the Secretary of the Corporation before or at the time of the
meeting. The vote upon any question brought before a meeting of the stockholders
shall be by written ballot. Every vote taken by written ballot shall be counted
by one or more inspectors of election appointed by the Board of Directors. When
a quorum is present at any meeting, the vote of the holders of two-thirds of the
entire capital stock of the Corporation issued and outstanding and entitled to
vote thereon shall decide any question properly brought before such meeting,

-4-

unless the question (a) shall relate to the election of members of the Board of
Directors of the Corporation, in which case such question shall be decided
pursuant to Article FOURTH of the Certificate of Incorporation, or (b) is one
upon which, by express provision of law, the Certificate of Incorporation or
these By-Laws a different vote is required, in which case such express provision
shall govern and control the decision of such question.

Section 7. Written Action. Any action required to be taken at any
annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.

ARTICLE III

DIRECTORS

Section 1. Number of Directors. As set forth in the Certificate of
Incorporation, the number of Directors of the Corporation shall be eight.

Section 2. Authority of the Board of Directors. Except to the extent
otherwise provided in the Certificate of

-5-

Incorporation, the Joint Venture Agreement and these By-Laws, the business and
affairs of the Corporation shall be managed by or under the direction of the
Board of Directors, which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by law, by the Certificate of
Incorporation, by these By-Laws or by the Joint Venture Agreement directed or
required to be exercised or done by the stockholders.

Section 3. Meetings of the Board of Directors. Regular meetings of the
Board of Directors may be held at such times and places as shall from time to
time be determined by the Board of Directors (not less frequently than once each
year). Special meetings of the Board of Directors may be called by the President
and shall be called by the President or the Secretary on the written request of
any director.

Section 4. Notice of Meetings. (a) Notice of the time and place of the
meetings of the Board of Directors shall be effective (i) if delivered to each
director by recognized overnight courier delivery services or by confirmed
telecopy at least 14 days prior to the date of such meeting, (ii) if telephoned
or hand-delivered to each director at least 14 days prior to the date of such
meeting, or (iii) if delivered to each director by one of the methods specified
in subclauses (i) or (ii) of this Section 4(a) at least 72 hours prior to the
time of such meeting after receipt by the Corporation of a written request for a
meeting, signed by at least one director

-6-

elected by the holders of a majority of the Series A Shares and at least one
director elected by the holders of a majority of the Series B Shares, stating
that the meeting should be held more promptly than would otherwise be permitted
pursuant to subclauses (i) and (ii) of this Section 4(a). Actual receipt of
notice by the directors shall not be required, and notice under this Section 4
shall be deemed received if sent to a director at the address or the telecopy
number designated for such notices by the director or communicated to the
director or to a responsible person at the telephone number designated for such
notices by the director.

(b) Notices of meetings of the Board of Directors shall identify the
purpose of the meeting and the business to be transacted at the meeting
including an agenda setting forth actions to be voted upon at such meeting;
provided that the failure to specifically identify an action to be taken or
voted upon or business to be transacted shall not invalidate any action taken or
any business transacted at a meeting.

(c) This Section 4 of Article III of the By-Laws may not be amended by
the Board of Directors unless all of the directors shall approve of or consent
to the amendment or by the stockholders unless the holders of all of the issued
and outstanding shares of capital stock of the Corporation shall vote in favor
of or consent to the amendment.

Section 5. Quorum; Required Vote; Election of Chairman. (a) Five
members of the Board of Directors shall constitute a

-7-

quorum for the transaction of business at a meeting of the Board of Directors.
If a quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time to another
place, time or date, without notice other than announcement at the meeting,
until a quorum shall be present.

(b) No action of the Board of Directors shall be valid for any purpose
unless taken in accordance with this Section 5. The act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, provided, however, that any such majority must include
at least two directors elected by the holders of a majority of the Series A
Shares and at least two directors elected by the holders of a majority of the
Series B Shares.

(c) Each of the actions by the Corporation set forth in Exhibit A
attached to these By-Laws shall be considered by, and require the approval of,
the Board of Directors.

(d) The Board of Directors shall elect one of the directors who is
elected by the holders of a majority of the Series A Shares (but who is not an
employee of the Corporation) to serve as the Chairman of the Board of Directors
to preside over meetings of the Board of Directors, provided, that if all Shares
other than Series A Shares are held by one stockholder, the Chairman of the
Board of Directors shall be elected for a two year term and shall, in
alternating two year periods, be a director who is elected by such stockholder
(but who is not an

-8-

employee of the Corporation) or a director who is elected by the holders of a
majority of the Series A Shares (but who is not an employee of the Corporation).

(e) In the event a director is not able to attend a meeting of the
Board of Directors, the holder of a majority of the Series of the Shares which
elected that director may, by written consent delivered in accordance with the
Certificate of Incorporation, remove the absent director and appoint a new
director to act at such meeting. Such absent director may be subsequently
reappointed in accordance with the procedure set forth in the preceding
sentence.

(f) The provisions of subsection (a), (b), (e) and this subsection (f)
of this Section 5 of Article III of the By-Laws may not be amended by the Board
of Directors unless all of the Directors shall approve of or consent to the
amendment or by the stockholders unless the holders of all of the issued and
outstanding capital stock of the Corporation shall vote in favor of or consent
to the amendment.

Section 6. Written Action. Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes or proceedings of the Board or Committee.

Section 7. Location of Meetings; Participation in Meetings by
Conference Telephone. Meetings of the Board of Directors may be held at any
location, within or without the United

-9-

States. Members of the Board of Directors, or any committee designated by the
Board of Directors, may participate in a meeting of the Board of Directors, or
any such committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.

Section 8. Committees. The Board of Directors may designate one or more
committees, each committee to consist of two or more of the directors of the
Corporation as the Board of Directors may determine, including at least one
director elected by holders of a majority of the Series A Shares and at least
one director elected by holders of a majority of the Series B Shares. Any such
committee may exercise such lawfully delegable powers and duties as the Board
may confer. Each such committee shall serve at the pleasure of the Board of
Directors. Subject to the provisions of this Section 8, the Board may designate
one or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. Except as
otherwise provided by law, any such committee, to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation. Any committee or committees so designated by the
Board shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors. Unless otherwise prescribed by the
Board of Directors, a

-10-

majority of the members of the committee shall constitute a quorum for the
transaction of business, and the act of a majority of the members present at a
meeting at which there is a quorum shall be the act of such committee. Each
committee shall prescribe its own rules for calling and holding meetings and its
method of procedure, subject to any rules prescribed by the Board of Directors,
and shall keep a written record of all actions taken by it.

Section 9. Compensation. Each member of the Board of Directors shall
serve in such capacity without compensation by the Corporation, provided that
the foregoing, shall not prohibit the Corporation from compensating any member
of the Board of Directors engaged by the Corporation in any other capacity. The
Corporation shall pay the reasonable expenses of each director incurred in
connection with his duties as a director including travel expenses.

Section 10. Rules. The Board of Directors may adopt such special rules
and regulations for the conduct of their meetings and the management of the
affairs of the Corporation as they may deem proper, not inconsistent with law or
these By-Laws.

ARTICLE IV

NOTICES

Section 1. Generally. Except as otherwise provided in these By-Laws,
whenever by law or under the provisions of the Certificate of Incorporation or
these By-Laws, notice is

-11-

required to be given to any director or stockholder, it shall not be construed
to mean personal notice, but such notice may be given in writing, by recognized
overnight courier delivery services, addressed to such director or stockholder
at his address as it appears on the records of the Corporation and such notice
shall be deemed to be given at the time when the same shall be deposited with a
recognized overnight courier delivery service. Notice to directors may also be
given by the methods specified in Section 4(a) of these By-Laws.

Section 2. Waivers. Whenever any notice is required to be given by law
or under the provisions of the Certificate of Incorporation, these By-Laws or
the Joint Venture Agreement, a waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the time of the
event for which notice is to be given, shall be deemed equivalent to such
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of objecting at the beginning of the meeting to the transaction of any
business because the meeting is not lawfully called or convened.

ARTICLE V

OFFICERS

Section 1. Officers; Executive Committee. (a) The officers of the
Corporation shall consist of a President, two

-12-

Executive Vice Presidents, a Secretary and a Treasurer. The Board of Directors
may also appoint one or more Vice Presidents, and one or more Assistant
Secretaries and Assistant Treasurers. Any number of offices may be held by the
same person but no officer may take any action or execute any document on behalf
of the Corporation in more than one capacity.

(b) Between meetings of the Board of Directors, substantive items of
business shall be determined by the Executive Committee consistent with the
policies established by the Board of Directors. The Executive Committee shall
consist of three officers, (i) the President of the Corporation who shall be
appointed by the holders of a majority of the Series A Shares, (ii) an Executive
Vice President of the Corporation who shall be appointed by the holders of a
majority of the Series B Shares, and (iii) the other Executive Vice President of
the Corporation who shall be appointed by the holders of a majority of the
Series C Shares. Any action by the Executive Committee shall require unanimous
agreement of its members. The provisions of this subsection (b) of this Section
1 of Article V of the By-Laws may not be amended by the Board of Directors
unless all of the directors shall approve of or consent to the amendment or by
the stockholders unless the holders of all of the issued and outstanding capital
stock of the Corporation shall vote in favor of or consent to the amendment.

-13-

(c) Each of the actions set forth in Exhibit B attached to these
By-Laws shall be referred by the officers of the Corporation to, and may be
approved by, the Executive Committee without approval of the Board of Directors.

Section 2. Compensation. The compensation of all officers and agents of
the Corporation who are also directors of the Corporation shall be fixed by the
Board of Directors. The Board of Directors may delegate the power to fix the
compensation of other officers and agents of the Corporation to the Executive
Committee or an officer of the Corporation.

Section 3. Succession. The officers of the Corporation shall hold
office until their successors are elected and qualified. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the directors. In the case of the President or
an Executive Vice President of the Corporation, such officers may only be
removed by the vote of the holders of a majority of Series A Shares, Series B
Shares or Series C Shares, as the case may be, which appointed such officer. Any
officer may resign at any time upon written notice to the Corporation. Subject
to the provisions of Section 1 of this Article with respect to the procedures
for the appointment of the President or the Executive Vice Presidents of the
Corporation, any vacancy occurring in any office of the Corporation may be
filled by the Board of Directors.

-14-

Section 4. Authority and Duties. Each of the officers of the
Corporation shall have such authority and shall perform such duties as are
customarily incident to their respective offices, or as may be specified from
time to time by the Board of Directors in a resolution regardless of whether
such authority and duties are customarily incident to such office.

Section 5. Execution of Documents. The President shall have full power
and authority to execute all duly authorized contracts, agreements, deeds,
conveyances or other obligations of the Corporation, applications, consents,
proxies and other powers of attorney, and other documents and instruments,
except where required or permitted by law to be otherwise executed and except
where the execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation. In addition, the
President may delegate to other officers, employees and agents of the
Corporation the power and authority to execute, on behalf of the Corporation,
duly authorized contracts, agreements, deeds, conveyances, or other obligations
of the Corporation, applications, consents, proxies and other powers of
attorney, and other documents and instruments, with such limitations as the
President may specify; such authority so delegated by the President shall not be
re-delegated by the person to whom such execution authority has been delegated.

-15-

ARTICLE VI

STOCK

Section 1. Certificates. Certificates representing shares of stock of
the Corporation shall be in such form as shall be determined by the Board of
Directors, subject to applicable legal requirements. Such certificates shall be
numbered and their issuance recorded in the books of the Corporation, and such
certificate shall exhibit the holder's name and the number of shares and shall
be signed by, or in the name of the Corporation by, the President and the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
of the Corporation and shall bear the corporate seal, if any. Where any such
certificate is countersigned by a transfer agent or a registrar other than the
Corporation or its employee, the signatures of any such officers of the
Corporation and the seal of the Corporation, if any, upon such certificates may
be facsimiles, engraved or printed.

Section 2. Transfer. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer which complies with any restriction on the transfer of such shares as
may then exist, it shall be the duty of the Corporation to issue, or to cause
its transfer agent to issue, a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its books.

-16-

Section 3. Legends. Each certificate for stock shall include the
legends for stock referred to in Section 347(a)-(c) of the GCL and such other
legends, not inconsistent with the GCL, as the Board of Directors of the
Corporation may specify.

Section 4. Lost, Stolen or Destroyed Certificates. The President may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed upon the making of an affidavit of that
fact, satisfactory to the President, by the person claiming the certificate of
stock to be lost, stolen or destroyed. As a condition precedent to the issuance
of a new certificate or certificates the President may require the owner of such
lost, stolen or destroyed certificate or certificates to give the Corporation a
bond in such sum and with such surety or sureties as the President may direct as
indemnity against any claims that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed or the
issuance of the new certificate.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Corporation shall begin
on April 1 or such other date as shall be fixed from time to time by the Board
of Directors.

-17-

Section 2. Corporate Seal. The Board of Directors may adopt a corporate
seal and use the same by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.

Section 3. Reliance upon Books, Reports and Records. Each director,
each member of a committee designated by the Board of Directors, and each
officer of the Corporation shall, in the performance of his or her duties, be
fully protected in relying in good faith upon the records of the Corporation and
upon such information, opinions, reports or statements presented to the
Corporation by any of the Corporation's officers or employees, or committees of
the Board of Directors, or by any other person as to matters the director,
committee member or officer believes are within such other person's professional
or expert competence and who has been selected with reasonable care by or on
behalf of the Corporation.

Section 4. Time Periods. In applying any provision of these By-Laws
which requires that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall be used, the day of the doing of
the act shall be excluded and the day of the event shall be included.

Section 5. Dividends. The Board of Directors may from time to time
declare and the Corporation may pay dividends upon its outstanding shares of
capital stock, in the manner and upon

-18-

the terms and conditions provided by law and the Certificate of Incorporation.

ARTICLE VIII

AMENDMENTS

Section 1. Amendments. These By-Laws and the Exhibits attached hereto
may be altered, amended or repealed, and new By-Laws may be adopted only by the
holders of two-thirds of the issued and outstanding shares of capital stock of
the Corporation, except where provisions of these By-Laws shall require a
different or greater vote, in which case such requirements for a different or
greater vote shall govern.

-19-

Exhibit A

Actions Requiring Approval
of the Board of Directors

The following actions shall require the approval of the Board of
Directors:

(i) Appointment and removal of officers of NEWCO other than
executive officers appointed pursuant to Article V, Section l(b)
of the By-Laws;

(ii) Execution of employment agreements with officers of the
Corporation, provided, however, that the Board of Directors shall
not unreasonably refuse to approve employment agreements between
the Corporation and the executive officers appointed pursuant to
Article V, Section l(b) of the By-Laws;

(iii) Formation or alteration of any contract between NEWCO and any
party to the Joint Venture Agreement;

(iv) Determination of resolutions to be submitted by management for
shareholder approval and approval of all financial statements and
other materials to be distributed to shareholders by management;

(v) Consideration of the acquisition of Additional Facilities
pursuant to Section 6.1 of the Joint Venture Agreement;

(vi) Commencement or settlement of material litigation;

(vii) Capital investment in an amount exceeding $500,000 in any one
transaction or $1,000,000 in any fiscal year;

(viii) Borrowing of an amount exceeding $1,000,000 in any fiscal
year, or the negotiation of a line of credit permitting borrowing
in an amount exceeding $1,000,000, provided, however, that no
approval by the Board of Directors shall be required for
borrowings under such line of credit;

(ix) Lending an amount exceeding $1,000,000 in any fiscal year;

(x) Any purchase, or binding commitment to make purchases, of
non-capital assets in an amount exceeding $1,500,000;

(xi) Any guarantee of an obligation of a third party in excess of
$1,000,000;

(xii) Approval of long term business plans;

(xiii) Sale, assignment, transfer, lease or pledge of all or a
substantial portion of the assets of NEWCO; and

(xiv) Any other matter for which approval of the Board of Directors
is required under the terms of this Agreement, the Transaction
Agreements or applicable law.

-2-

Exhibit B

Executive Committee Actions

The following actions shall be referred to, and may be approved by, the
Executive Committee without approval of the Board of Directors:

(i) Major policy decisions regarding marketing;

(ii) Major personnel policy decisions;

(iii) Any capital investment in an amount exceeding $100,000 but not
exceeding $500,000;

(iv) Any transaction for borrowing or lending an amount exceeding
$100,000 but not exceeding $1,000,000 in any fiscal year;

(v) Approval of annual and semi-annual operating budgets;

(vi) Employment of managers;

(vii) Retention of lawyers and changes of accountants; and

(viii) Any other matter for which approval of the Executive Committee
is required under the terms of this Agreement, the Transaction
Agreements, or applicable law.

MINUTES OF

THE REGULAR MEETING OF THE BOARD OF DIRECTORS

ASAHI MOTOR WHEEL COMPANY, INC.

JUNE 17, 1992

Pursuant to written notice given to all Directors, the Regular
Quarterly Meeting of the Board of Directors of Asahi Motor Wheel Company, Inc.
was held on Wednesday, June 17, 1992, at the Company offices, located at 300
Highway 461, Somerset, Kentucky 42501.

Joseph C. Overbeck, Chairman of the Board chaired the meeting and
Charles C. Adams, Secretary took the Minutes. All Directors were present.

Chairman Overbeck proceeded to state that the Minutes of the previous
meeting had been circulated among the Directors prior to the Meeting and
requested if there were any changes or additions. There being none upon motion
of Director Tuley, seconded by Director Gardner, the Minutes of the last meeting
were approved as read.

It was reported that the Audit Committee met with the Company's
Auditor, Ernst and Young, prior to the Meeting. Director Tuley stated that the
Auditor's had found no weakness in the internal controls of the Company and
everything appeared to be operating smoothly. Thereupon, upon motion by Director
Tuley, seconded by Director Gardner, it was moved that the following resolution
be adopted:

RESOLUTION

WHEREAS, there has been presented to the Board of Directors the audited
financial statement of the Company for the fiscal year ending March 31, 1992,
and

WHEREAS, it has been recommended by the Audit Committee that the
audited financial statement be approved by the Board of Directors,

BE IT NOW RESOLVED, that the Board of Directors approve the audited
financial statement for the fiscal year ending March 31, 1992.

BE IT FURTHER RESOLVED, that the audited financial statement for the
fiscal year ending March 31, 1992, be attached hereto and made a part of the
Minutes of this Board Meeting.

Motion passed unanimously.

The Chairman of the Board having asked for nominations for election of
President pursuant to the provisions of Article V, Section l(b), Director Tuley
representing the holder of all of the Series A stock nominated Douglas V.
Switzer for President. There being no further nominations upon motion of
Director Tuley, seconded by Director McCotter, it was moved that Douglas V.
Switzer be elected by acclamation. Motion carried unanimously.

The Chairman of the Board having asked for the nominations for the
election of an Executive Vice-President pursuant to the provisions of Article V,
Section l(b), Director Asai representing the holder of all of the Series B
shares, nominated Tetsuya Otsuka, as Executive Vice-President. There being no
further nominations, upon motion of Director Asai, seconded by Director Tuley,
it was moved that Tetsuya Otsuka be elected by acclamation. Motion carried
unanimously.

The Chairman of the Board having asked for nominations for the election
of Executive Vice-President, pursuant to the provisions of Article V, Section
l(b), Director Jon Gardner, representing the holder of all of the Series C
stock, nominated J. Sekimori, as Executive Vice-President. There being no
further nominations, upon motion of Director Jon Gardner, seconded by Director
Tuley, it was moved that J. Sekimori be elected by acclamation. Motion carried
unanimously.

The Chairman having asked for nominations for the election of a
Chairman of the Board, pursuant to the provisions of Article III, Section 5(d),
Director Tuley nominated Joseph C. Overbeck for the office of Chairman of the
Board. There being no further nominations, upon motion of Director Tuley,
seconded by Director McCotter, it was moved that Joseph C. Overbeck be elected
Chairman of the Board by acclamation. Motion carried unanimously.

The Chairman then asked for nominations for the election of Secretary,
Assistant Secretary and Treasurer. Director Tuley thereupon nominated Charles C.
Adams for the office of Secretary, Dale Martin for the office of Assistant
Secretary and J. Sekimori for the office of Treasurer. There being no further
nominations for the office of Secretary, Assistant Secretary and Treasurer, it
was thereupon moved by Director Tuley, seconded by Director Gardner that the
nominees be elected to fill the respective offices for which they were
nominated. Motion carried unanimously.

Chairman Overbeck then called for a general discussion in respect to
changing the Corporate name of the Company. After discussion as to the use of
various names, motion was made by Director Tuley and seconded by Director
Gardner that the name of the Corporation be changed to Al-Tec Wheel, Inc.,
providing that such name passed the appropriate verification checks. Upon a vote
upon the Motion, all Directors voted in favor.

The Audit Committee having recommended that the fiscal year be changed
to better fit the needs of the Company, it was moved by Director Tuley and
seconded by Director Gardner that the following Resolution be adopted:

RESOLUTION

WHEREAS, Section 1 of Article VII of the By-Laws of Asahi Motor Wheel
Company, Inc. provides that the fiscal year of the Corporation shall begin on
April 1, or such other date as shall be fixed from time to time by the Board of
Directors, and;

WHEREAS, pursuant to the foregoing By-Laws, the Directors heretofore on
October 2, 1988 by written consent provided that the Corporation's fiscal year
shall end on March 31 of each year, and;

WHEREAS, the Board of Directors has determined that it would be in the
best interest of the Corporation to change the fiscal year from April 1 through
March 31 to January 1 through December 31 of each and every year commencing
January 1, 1993;

NOW THEREFORE, BE IT RESOLVED that pursuant to Section 1, Article VII
of the By-Laws, the Board of Directors do hereby change the fiscal year of Asahi
Motor Wheel Company, Inc. from April 1 through March 31 to January 1 through
December 31, effective January 1, 1993.

BE IT FURTHER RESOLVED, that the Officers of said Corporation take all
necessary and appropriate action to effect the change of the fiscal year of said
Corporation as hereinbefore provided.

All Directors voted in favor.

President Switzer then proceeded to give a Marketing Report. He
reviewed the Sales history of fiscal year #3 in comparison to the budget and
made a budget forecast for fiscal year #4. He proceeded to make certain market
assumptions and a forecast for the current fiscal year #4. He then proceeded to
discuss the AMW wheel usage rate and potential for fiscal years #5 and #6. He
reviewed various business opportunities that the Company would have and
discussed government legislation that might impact upon the business future of
AMW. Attached hereto and made a part of the Minutes is the data presented by
President Switzer in respect to his Market Report.

Vice President Sekimori then proceeded to give a Financial Report.

Following the Financial Report there was a general discussion about
daily production rate, the accident rate, and the need for the Safety Committee
to appear before the Board with a Plan to improve safety.

Chairman Overbeck then stated that the name change program should be
made known to the Board as soon as it was finalized. The Chairman went on to
state that there was an overall improvement made in the operation. He then
requested that the Directors make recommendations as to the date of the next
Regular Meeting. After discussion, it was the general consensus that the next
meeting would be held on October 15, 1992, and that the Board Meeting thereafter
should be held in April of 1993.

There being no further business to come before the Board, upon motion
being duly seconded, the Meeting adjourned.

_______________________________
CHARLES C. ADAMS, SECRETARY
ASAHI MOTOR WHEEL COMPANY, INC.

APPROVED BY:
______________________________
JOSEPH C. OVERBECK, CHAIRMAN
ASAHI MOTOR WHEEL COMPANY, INC.

MINUTES OF REGULAR MEETING

OF SHAREHOLDERS OF

ALUMINUM WHEEL TECHNOLOGY, INC.

HELD APRIL 7, 1993

Pursuant to written notice given to all Shareholders, the regular
meeting of the Shareholders of Aluminum Wheel Technology, Inc., was held on
Wednesday, April 7, 1993, at the Company offices located at 300 Highway 461,
Somerset, Kentucky 42501.

Joseph C. Overbeck, Chairman of the Board, conducted the meeting and
Charles C. Adams, Secretary, took the minutes of the meeting.

Upon commencement of the meeting, it was determined hat all holders of
Class A shares of stock were present and had authorized Joseph C. Overbeck,
President of Motor Wheel Corporation, to designate the Directors to be elected
on behalf of the Class A stockholders; that it was further determined that all
holders of Class B shares of stock were present and represented by President
Ichinosuke Oka, President of Asahi Tech Corporation, who was authorized to
designate the Directors on behalf of the Class B stockholders; that further all
holders of Class C shares of stock held by Tomin Corporation and Tomin American,
Inc. were present and Jon S. Gardner, Vice-President and General Manager of
Tomin American, Inc. had been authorized to act on behalf of said corporations
holding all the outstanding

-1-

shares of Class C stock entitled to vote on behalf of said corporations.

Chairman Overbeck then requested the representative authorized to vote
each class of stock to nominate and elect the Directors representing their
respective class of stock. The representatives then nominated and elected the
following persons as directors to serve for the coming year:

CLASS A STOCK CLASS B STOCK CLASS C STOCK

Joseph C. Overbeck S. Asai Jon S. Gardner
Cornelius Nolan T. Egusa
R. W. Tuley T. Otsuka
R. B. Switzer

The Chairman of the Board then requested approval of the minutes which
had previously been circulated among the Shareholders. Thereupon, motion being
duly made and seconded the minutes of the last Shareholder's Meeting were
approved.

It was pointed out to the Shareholders that Article 2, Section 2,
dealing with the annual meeting of Shareholders required that said meeting be
held on the second Thursday in July, if not a legal holiday and if a legal
holiday, then on the next business day following at 10:00 A.M., local time at
the principal office of the corporation or at such other date and time as shall
be designated from time to time by the Board of Directors, at which meeting the
Shareholders shall, in accordance with Article IV, elect a Board of Directors
and transact other business as may be brought before the meeting.

-2-

In view of the fact that the fiscal year had been changed to run from
January 1 through December 31 of each year, it was decided that it would be
advantageous to hold the annual meeting of Shareholders at an earlier date than
the second Thursday in July. Upon motion being duly made and seconded the
following Resolution, pursuant to the provisions of Article VIII, Section 1
Amendments, was submitted to a vote of the Shareholders:

RESOLUTION

WHEREAS, pursuant to the provisions of Article 7,
Section 1, the Board of Directors did heretofore change the
fiscal year of the corporation from April 1 to January 1 of
each successive year commencing January 1, 1993; and,

WHEREAS, it would be advantageous to hold the annual
meeting of shareholders at an earlier date than the second
Thursday in July which is now required by Article II, Section
2 of the Bylaws,

BE IT THEREFORE RESOLVED that pursuant to Article
VIII, Section 1 Amendments, Article II, Section 2 of the
Bylaws is hereby amended to read as follows:

"Section 2 Annual Meeting. Annual meetings of the
stockholders, commencing with the year 1994 and annually
thereafter shall be held upon such date, time and place as
shall be

-3-

designated by the Board of Directors by Resolution
duly adopted at its last meeting which is held in
calendar year 1993 and in each successive calendar
year thereafter at which meeting the stockholders
shall, in accordance with Article Four of the
Certificate of Incorporation, elect a Board of
Directors and transact such other business as may
properly be brought before the meeting."

Upon the Motion of Joseph C. Overbeck
representing Shareholder Motor Wheel Corporation
seconded by Jon S. Gardner representing Shareholders
Tomin Corporation and Tomin America, Inc., the
foregoing Resolution was duly adopted by the vote of
the holders of more than two-thirds of the issued
and outstanding shares of capital stock of the
corporation which consists of 4,160 shares. The
number of shares cast in favor of the Amendment of
said Bylaws being as follows: Motor Wheel
Corporation 2080 shares, Asahi Tec Corporation 1664
shares, Tomin Corporation 208 shares, Tomin America,
Inc. 208 shares. The Resolution was adopted
unanimously.

There being no further business brought before the
Shareholders, upon motion duly made and seconded the meeting of the Shareholders
adjourned.

/s/ CHARLES C. ADAMS, SECRETARY
-------------------------------
CHARLES C. ADAMS, SECRETARY

APPROVED BY:

___________________________
JOSEPH C. OVERBECK
CHAIRMAN OF THE BOARD

-4-

PROXY

The undersigned, Tomin America Inc., a New York corporation,
having its principal place of business at 1285 Avenue of the Americas,
New York, New York 10019, in our capacity as Shareholder of Aluminum
Wheel Technology, Inc. ["Alumitech"] hereby makes, constitutes and
appoints Mr. Jon S. Gardner, Vice President and General Manager of
Corporate Development and Subsidiary Operations of Tomin America Inc.
our true and lawful attorney, to act for us on our behalf, and in our
name, with the same force and effect as if we were actually present by
vesting with him the following powers:

1. To attend the meeting of Shareholders of Alumitech to
be held in Somerset, Kentucky on the 7th day of April, 1993, and any
and all adjournments thereto;

2. To vote on such matters as any properly come before
said Shareholders Meeting in accordance with our instructions; and

3. To do any and all other acts and things necessary for
the completion of the Shareholders Meeting.

IN WITNESS WHEREOF, Tomen America Inc. has caused this
instrument to be signed by Kazuo Miyaoka, its President, in the City
and State of New York on the llth day of March, 1993.

TOMIN AMERICA INC.

/s/ Kazuo Miyaoka
----------------
Kazuo Miyaoka
President

Sworn to before me this
llth day of March, 1993.

/s/ Anthony Corbo
-----------------
Notary Public

[ANTHONY CORBO SEAL]

[LETTER HEAD OF TOMEN]

Letter No. NWC-697/93
Date: March 25, 1993

TO WHOM IT MAY CONCERN:

PROXY

We, TOMIN CORPORATION, a Japanese corporation, having its principal
place of business at 14-27, Akasaka 2-chome, Minato-ku, Tokyo, Japan,
in our capacity as shareholder of Aluminum Wheel Technology, Inc.
(Hereinafter referred to as "ALUMITEC"), do hereby make, constitute and
appoint Mr. Jon S. Gardner, Vice President and General Manager of
Corporate Development and Subsidiary operations of TOMEN AMERICA INC.,
our true and lawful Attorney, to act for us on our behalf, in our name,
with the same force and effect as if we were actually present, by
investing him with the following powers:

(1) to attend the Meeting of Shareholders of ALUMITEC to be held in
Somerset on the day of 7th April, 1993 and any and all
adjournments thereof (Hereinafter referred to as "the Shareholders
Meeting")

(2) to vote for or against such matters as may properly come before
the Shareholders Meeting in accordance with our instruction and in
favor of proposals if no instruction therefor is indicated,

(3) to appear before Notary Public and to sign the minutes, records
and other documents or papers certifying the transactions made at
the Shareholders Meeting,

(4) to do any other acts and things necessary for the completion of
the Shareholders Meeting.

We further authorize the said Attorney to delegate his rights and
powers hereby given to any person whom the said Attorney may think fit
and appropriate.

IN WITNESS WHEREOF, we have caused this Proxy to be executed by our
duly authorized Representative Director, Mr. Yasuo Matsukawa this day
of 25th March, 1993 in Tokyo.

TOMIN CORPORATION

/s/ YASUO MATSUKAWA
------------------------
YASUO MATSUKAWA
Executive Vice President
Representative Director

ACTION BY WRITTEN CONSENT
OF
SOLE STOCKHOLDER
OF
HAYES LEMMERZ INTERNATIONAL - KENTUCKY, INC.

THE UNDERSIGNED, being the sole stockholder of Hayes Lemmerz
International - Kentucky, Inc., a Delaware corporation (the "Company"), acting
pursuant to Section 242 of the Delaware Corporation Law, hereby adopts the
following resolutions with the same force and effect as if such resolutions had
been unanimously adopted at a duly convened meeting of the stockholders of the
Company and directs that this consent be filed with the minutes of the
proceedings of the stockholders of the Company:

Election of Director

RESOLVED, that Larry Karenko is hereby elected as the Director
of the Company until his successor is duly elected and qualified.

IN WITNESS WHEREOF, the undersigned, being the sole stockholder of
Hayes Lemmerz International - Kentucky, Inc. has executed this unanimous written
consent as of the 11th day of March, 2002.

HAYES LEMMERZ INTERNATIONAL -
OHIO, INC.

By: /s/ Daniel M. Sandberg
----------------------
Daniel M. Sandberg
Vice President

EXHIBIT 3.37

CERTIFICATE OF INCORPORATION

HAYES WHEELS INTERNATIONAL -- MEXICO, INC.

___________________

1. The name of the corporation is

HAYES WHEELS INTERNATIONAL -- MEXICO, INC.

2. The address of its 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 its registered agent at such address is The
Corporation Trust Company.

3. The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.

5. The name and mailing address of the incorporator is as
follows:

Barry J. Miller
38481 Huron River Drive
Romulus, MI 48174

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred
by statute, the board of directors is expressly authorized to make, alter or
repeal the by-laws of the corporation.

8. Elections of directors need not be by written ballot unless
the by-laws of the corporation shall so provide.

Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.

9. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

10. A director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived
any improper personal benefit.

I, THE UNDERSIGNED, being the 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
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this eighteenth day of July 1995.

/s/ Barry J. Miller
-------------------
Barry J. Miller

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
HAYES WHEELS INTERNATIONAL - MEXICO, INC.

HAYES WHEELS INTERNATIONAL - MEXICO, INC., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:

FIRST: The Corporation's Certificate of Incorporation was filed on
July 31, 1995, with the Secretary of State of the State of Delaware.

SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

FIRST: The name of the Corporation is HAYES LEMMERZ
INTERNATIONAL - MEXICO, INC.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this
7th day of January, 1998 by duly authorized officers of the Corporation.

HAYES WHEELS INTERNATIONAL - MEXICO, INC.

By: /s/ William D. Shovers
-----------------------------------
Name: William D. Shovers
Title: Vice President - Finance

ATTEST:

By: /s/ Patrick B. Carey
--------------------------
Name: Patrick B. Carey
Title: Assistant Secretary

EXHIBIT 3.38

HAYES WHEELS INTERNATIONAL -- MEXICO, INC.

a Delaware corporation

-----------------------

BY LAWS

-----------------------

ARTICLE I - OFFICES

Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

Section 2. The corporation shall also have offices at 38481 Huron River
Drive, Romulus, Michigan and at such other places both within and without the
State of Delaware as the board of directors may from time to time determine or
the business of the corporation may require.

ARTICLE II - MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of Romulus, State of Michigan, at such place
as may be fixed from time to time by the board of directors, or at such other
place either within or without the State of Delaware as shall be designated from
time to time by the board of directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

in the notice of the meeting, at which they shall elect by a plurality vote a
board of directors, and transact such other business as may properly be brought
before the meeting.

Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting as provided by law.

Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than nor more

- 2 -

than five days before the date of the meeting, to each stockholder entitled to
vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

Section 8. The holders of the stock issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of incorporation.
If, however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 10. Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such

- 3 -

stockholder, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.

ARTICLE III - DIRECTORS

Section 1. Upon the resignation of the sole director appointed by the
incorporators, the number of directors which shall constitute the whole board
shall be 5. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

- 4 -

provided by statute. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to till any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

- 5 -

meetings of the board of directors, or as shall be specified in a written waiver
signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

Section 10. Members of the board of directors, or any committee
designated by the board of directors, may participate in a meeting of the board
of directors, or any committee, by means of

- 6 -

COMMITTEES OF DIRECTORS

Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all of the powers and authority
of the board of directors in the management of the corporation, and may
authorize the seal of the of the corporation to be affixed to all papers which
may require it, but no such committee shall have power or authority in reference
to amending the certificate of incorporation (except that a committee may, to
the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the board of directors as provided in
Section 151(a) of the General Corporation Law, fix any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the corporation or the conversion into, or the
exchange of such shares for, shares of any other class

- 7 -

or classes or any other series of the same or any other class or classes of
stock of the corporation), adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution
or amending the by-laws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock or to adopt a certificate of ownership and merger. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the board of directors.

Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

- 8 -

REMOVAL OF DIRECTORS

ARTICLE IV - NOTICES

ARTICLE V - OFFICERS

- 9 -

number of offices may be held by the same person, unless the certificate of
incorporation or these by-laws otherwise provide.

Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more vice
presidents, a secretary and a treasurer.

THE CHAIRMAN OF THE BOARD

Section 5. The chairman of the board shall preside at all meetings of
the stockholders and the board of directors.

THE PRESIDENT

- 10 -

He shall havesuch further powers as the board of directors may from time to time
by resolution confer upon him. In the absence or refusal to act of the chairman
of the board, the powers of the chairman of the board shall devolve upon the
president.

THE VICE PRESIDENTS

THE SECRETARY AND ASSISTANT SECRETARIES

- 11 -

give general authority to any other officer to affix the seal of the corporation
and to attest the affixing by his signature.

THE TREASURER AND ASSISTANT TREASURERS

- 12 -

resignation, retirement or removal from office of all books, papers, vouchers.
money and other property of whatever kind in his possession or under his control
belonging to the corporation.

ARTICLE VI - CERTIFICATES FOR SHARES

- 13 -

and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer. transfer agent or registrar at the date of issue.

LOST CERTIFICATES

- 14 -

TRANSFER OF STOCK

FIXING RECORD DATE

Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

REGISTERED STOCKHOLDERS

- 15 -

ARTICLE VII - GENERAL PROVISIONS

FISCAL YEAR

Section 3. The fiscal year of the corporation shall be January 1
through December 31.

SEAL

Section 4. The corporate seal shall be adopted by the directors.

- 16 -

INDEMNIFICATION

Section 5. The corporation shall indemnity its officers, directors,
employees and agents to the full extent permitted by the General Corporation Law
of Delaware.

ARTICLE VIII - AMENDMENTS

- 17 -

SUBSCRIPTION

The undersigned hereby subscribes for 1,000 shares of the capital stock
of HAYES WHEELS INTERNATIONAL -- MEXICO, INC., a Delaware corporation, for the
par value thereof.

Dated: August 12, 1995

HAYES WHEELS INTERNATIONAL, INC.

By: /s/ Daniel M. Sandberg
----------------------------
Daniel M. Sandberg
Vice President

EXHIBIT 3.39

DEPARTMENT OF STATE

THE STATE OF OHIO

SHERROD BROWN

Secretary of State

326402

CERTIFICATE

IT IS HEREBY CERTIFIED that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of AMA INC CHI
of

MOTOR WHEEL CORPORATION

Recorded on Roll G131 at Frame 1093 of the
Records of Incorporation and Miscellaneous
Filings.

UNITED STATES OF AMERICA WITNESS MY HAND AND THE SEAL OF THE
STATE OF OHIO SECRETARY OF STATE, AT THE CITY OF
OFFICE OF THE SECRETARY OF STATE COLUMBUS, OHIO, THIS 30TH DAY OF MARCH,
A.D. 1987.
[SEAL]
/s/ SHERROD BROWN
-------------------
SHERROD BROWN
Secretary of State

CERTIFICATE OF ADOPTION OF
AMENDED ARTICLES OF INCORPORATION
OF MOTOR WHEEL CORPORATION

Joseph C. Overbeck, President and Dale R. Martin, Secretary of Motor
Wheel Corporation, an Ohio corporation (the "Corporation"), do hereby certify
that:

1. In a writing signed under the provisions of Section 1701.54 of the
Ohio Revised Code, the sole shareholder of the Corporation entitled to a notice
of a meeting of shareholders executed on March 21, 1987, the following
resolutions adopting the Amended Articles of Incorporation of the Corporation:

RESOLVED, that the Amended Articles of Incorporation attached
as Exhibit A hereto be and hereby is approved and adopted.

RESOLVED, that the President, any Vice President, the
Secretary, and each of them, be and hereby are authorized and
directed for and on behalf of the Corporation, to execute,
certify, seal, file, and deliver, a Certificate of Amended
Articles of Incorporation referred to in the preceding resolution
and any other documents, and to take or cause to be taken any
such other action which, in the judgment of such officers or
officer of the Corporation, may be necessary or appropriate in
connection with the adoption of such Amended Articles of
Incorporation.

2. Attached hereto is a true, correct and complete copy of the Amended
Articles of Incorporation of the Motor Wheel Corporation, as so adopted by the
sole shareholder.

Page 3

IN WITNESS WHEREOF, the above named officers have subscribed their
names this 27th day of March, 1987.

By: /s/ Joseph C. Overbeck
--------------------------------
Joseph C. Overbeck,
President

And: /s/ Dale R. Martin
--------------------------------
Dale R. Martin,
Secretary

Page 4

AMENDED ARTICLES OF INCORPORATION
OF
MOTOR WHEEL CORPORATION

I. Name.

The name of the Corporation is Motor Wheel Corporation.

II. Principal Office.

The principal office of the Corporation in the State of Ohio is located
in Akron in Summit County.

III. Purpose.

The purpose for which the Corporation is formed is to engage in any
lawful act or activity for which corporations may be formed under Sections
1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

IV. Authorized Shares

The maximum number of shares the Corporation is authorized to have
outstanding is 302,500, classified as follows: (a) 300,000 Cumulative
Exchangeable Preferred Shares, without par value (the "Preferred Shares"); and
(b) 2,500 Common Shares, without par value (the "Common Shares").

A. Preferred Shares

The Preferred Shares have the following terms and provisions:

Page 5

Section 1. Dividends

The holders of Preferred Shares, in preference to the holders of Common
Shares and of any other class of shares ranking junior to the Preferred Shares,
shall be entitled to receive out of any funds legally available and when and as
declared by the Board of Directors, dividends payable semi-annually on April 1
and October 1 in each year, at the rate of $11.25 per share per annum,
commencing on October 1, 1987 and continuing through April 1, 1993; at the rate
of $11.75 per share per annum on October 1, 1993 and April 1, 1994; at the rate
of $12.25 per share per annum on October 1, 1994 and April 1, 1995; at the rate
of $12.75 per share per annum on October 1, 1995 and April 1, 1996; and
thereafter at the rate of $13.25 per share per annum. Such dividends shall be
cumulative so that if dividends in respect of any previous or current dividend
payment shall not have been paid or declared and a sum sufficient for the
payment thereof set apart for payment, the deficiency shall first be fully paid
before any dividend or other distribution in respect of any class of equity
securities of the Corporation shall be paid or declared. Accumulations of cash
dividends shall not bear interest. Dividends shall accrue ratably throughout
each dividend period.

Section 2. Voting

(a) Except as expressly provided herein or required by the laws of the
State of Ohio, the voting powers of the shareholders of the Corporation shall be
vested exclusively in the holders of the Common Shares.

Page 6

(b)(i) If, and so often as, the Corporation shall not have paid or
declared and set apart for payment a dividend payment when due on the Preferred
Shares, then until such time as all dividends in arrears have been paid or
declared and set apart for payment by the Corporation, but not longer, the
holders of Preferred Shares shall be entitled to elect two members to the Board
of Directors of the Corporation.

(ii) when the voting rights provided for in paragraph (b)(i) are in
effect, such rights may be exercised by the holders of Preferred Shares at the
next following annual or special meeting of the shareholders of the Corporation
for the election of Directors, and shall remain in effect and exercisable at
each succeeding meeting of the shareholders of the Corporation until all accrued
and unpaid dividends on the Preferred Shares then outstanding shall have been
paid or declared and set apart for payment, whereupon the holders of Preferred
Shares shall be divested of such voting rights in respect of subsequent
elections of Directors whether at an annual or special meeting of shareholders
of the Corporation, subject to the revesting of such voting rights pursuant to
paragraph (b)(i). Holders of 50 percent of the then outstanding Preferred Shares
shall have the right to call a special meeting of the shareholders of the
Corporation for purposes of this Section 2(b)(ii).

(iii) At any meeting at which the holders of Preferred Shares shall be
entitled to elect Directors, the

Page 7

holders of 50 percent of the then outstanding Preferred Shares, present in
person or by proxy, shall constitute a quorum, and the vote of the holders of a
majority of the Preferred Shares so present shall be sufficient to elect the
Directors which the holders of Preferred Shares are entitled to elect pursuant
to this Section 2. Notwithstanding any provision of these Amended Articles of
Incorporation or the Regulations of the Corporation or any action taken by the
holders of any class of shares fixing the number of Directors of the
Corporation, (A) the Directors who may be elected by the holders of Preferred
Shares pursuant to this Section 2 shall serve in addition to any other Directors
then in office or proposed to be elected otherwise than pursuant to this Section
and (B) the election of Directors by the holders of Preferred Shares shall not
require the resignation of any Director elected by the holders of Common Shares.
Notwithstanding any classification of the other Directors of the Corporation,
the Directors elected by the holders of Preferred Shares pursuant to this
Section 2 shall be elected annually for terms expiring at the next succeeding
annual meeting of the holders of Common Shares; provided, however, that whenever
the holders of Preferred Shares shall be divested of the voting power as
provided above, the terms of office of all persons elected as Directors by the
holders of the Preferred Shares pursuant to this Section 2 shall immediately
terminate and the number of Directors shall be reduced accordingly.

Page 8

Section 3. Liquidation Rights

(a)(i) The holders of Preferred Shares shall, in the event of
liquidation, dissolution or winding up of the affairs of the Corporation on or
prior to April 1, 1993, be entitled to receive in full out of the net assets of
the Corporation, including its capital, before any amount shall be paid to or
distributed among the holders of Common Shares or any other shares of capital
stock of the Corporation, $100.00 per share together with, in all cases, all
past accrued and unpaid dividends. After April 1, 1993, the holders of Preferred
Shares shall, in the event of liquidation, dissolution or winding up of the
affairs of the Corporation, be entitled to receive in full out of the net assets
of the Corporation, including without limitation its capital, before any amount
shall be paid to or distributed among the holders of Common Shares or any other
shares of capital stock of the Corporation, $110.00 per share together with, in
all cases, all past accrued and unpaid dividends. In the event that the net
assets of the Corporation legally available therefor are insufficient to permit
the payment upon all outstanding Preferred Shares of the full preferential
amount to which they are respectively entitled, then such net assets shall be
distributed ratably upon the outstanding Preferred Shares.

(ii) After payment to holders of Preferred Shares of the full
preferential amounts as aforesaid or after funds sufficient to pay such amounts
have been set apart for payment,

Page 9

holders of Preferred Shares as such shall have no further right or claim to any
of the remaining assets of the Corporation.

(b) The merger or consolidation of the Corporation into or
with any other corporation, or the merger of any other corporation into the
Corporation, shall not be deemed to be a liquidation, dissolution or winding up
for the purposes of this Section 3.

Section 4. Exchange Rights

The Corporation, at its sole potion, shall have the right to
redeem all, but not less than all, of the Preferred Shares for Junior
Subordinated Exchange Debentures of the Corporation ("Debentures") at any time
after April 1, 1990, so long as the ratio between (a) the consolidated debt of
the Corporation (i) for money borrowed or (ii) evidenced by a note, debenture or
other similar instrument (including without limitation capitalized leases and
purchase money mortgages) given in connection with the acquisition of any
property or asset (including without limitation securities), any other debt
which the Corporation has guaranteed or for which it is otherwise liable, and
any amendment, renewal, extension, restructuring or refunding of any such debt
("Debt") and (b) the consolidated shareholders' equity of the Corporation,
determined in accordance with generally accepted accounting principles (the
"Debt/Equity Ratio"), based on the financial statements of the Corporation as
of the end of its last fiscal year on a pro forma basis after giving effect to
the exchange

Page 10

provided for herein and assuming such exchange occurs on the last day of such
year, is not greater than five-to-one, provided that the Corporation shall have
received an opinion of counsel that the exchange shall not adversely affect the
exemption from registration of the original issuance of the Preferred Shares
("Exchange Opinion").

Any holder of Preferred Shares has the right to exchange all,
but not less than all, of the Preferred Shares held by him into Debentures at
any time after the sale for cash of any class of equity securities of the
Corporation or any corporation owning a majority of the Common Shares of the
Corporation involving receipt by the Corporation or such corporation of not less
than $15,000,000, so long as the Debt/Equity Ratio, based on the financial
statements of the Corporation as of the end of its last fiscal year after giving
effect to the exchange provided for herein and assuming such exchange occurs on
the last day of such year, is not greater than five-to-one and provided that the
Corporation shall have received an Exchange Opinion.

Upon exchange, holders of outstanding Preferred Shares will be
entitled to receive in exchange for each Preferred Share held by them at the
date fixed for exchange (the "Exchange Date") $100.00 (if the Exchange Date is
on or before April 1, 1993) or $110.00 (if the Exchange Date is after April 1,
1993) principal amount of Debentures together with all then accrued and unpaid
dividends on such Preferred Share for all

Page 11

dividend payment dates on or prior to the Exchange Date, provided, however,
that, if fewer than 10 Preferred Shares are held, then no Debenture shall be
issued and the holder shall receive in lieu of such Debenture a cash payment of
$100.00 per Preferred Share (if the Exchange Date is on or before April 1, 1993)
or $110.00 per Preferred Share (if the Exchange Date is after April 1, 1993)
together with all then accrued and upaid dividends on such Preferred Share for
all dividend payment dates on or prior to the Exchange Date.

Notice of the exchange (the "Exchange Notice") shall, in the
case of an exchange at the option of the Corporation, be given by the
Corporation by mailing, postage prepaid, a copy of such notice to each holder of
record of the Preferred Shares at its address then appearing on the books of the
Corporation and, in the case of an exchange at the option of the holder, be
given by the holder by mailing, postage prepaid, a copy of such notice to the
Corporation; the Exchange Notice shall designate the Exchange Date, which date
shall be not less than 60 nor more than 90 days following the date of the
Exchange Notice.

Prior to giving the Exchange Notice, or promptly following the
first receipt of an Exchange Notice from any holder, the Corporation shall
execute and deliver, with a bank or trust company selected by the Corporation,
an Indenture relating to the Debentures substantially in the form on file with
the Secretary of the Corporation on the date of the first issuance of Preferred
Shares, with such changes as may be required by law, stock exchange rule or
usage or that do not

Page 12

adversely affect the interests of the holders of the Debentures. The Corporation
will mail to the holder of any Preferred Shares a copy of the Indenture without
charge within ten days after receipt of written request therefor addressed to
the Secretary at the principal office of the Corporation. Prior to the giving of
the Exchange Notice (or prior to the Exchange Date if the Exchange Notice is
given by a holder), the Corporation shall file at the office of the exchange
agent for such Debentures an opinion of counsel to the effect that the Indenture
has been duly authorized, executed and delivered by the Corporation, has been
duly qualified under the Trust Indenture Act of 1939 (or that such qualification
is not necessary), and constitutes a valid and binding instrument enforceable
against the Corporation in accordance with its terms (subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general
principles of equity, and subject to such other qualifications as are then
customarily contained in opinions of counsel experienced in such matters); that
the Debentures have been duly authorized and, when executed and authenticated in
accordance with the provisions of the Indenture and delivered in exchange for
the Preferred Shares, will constitute valid and binding obligations of the
Corporation entitled to the benefits of the Indenture (as aforesaid); that the
exchange of the Debentures for the Preferred Shares shall not violate the laws
of the State of

Page 13

Ohio; and that the exchange of the Debentures for the Preferred Shares is exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Act") or, if no such exemption is available, that the Debentures have been
duly registered for such exchange under the Act.

On the Exchange Date, each holder of the Preferred Shares to
be exchanged shall surrender the certificates evidencing all Preferred Shares
owned by such holder to the Corporation at the principal office of the
Corporation, against delivery of Debentures by the Corporation to the holder.
The certificates shall be duly endorsed in blank or accompanied by a written
instrument or instruments of transfer in form and substance satisfactory to the
Corporation, duly executed by the holder or an authorized representative of the
holder; such certificates shall bear no legends and the Preferred Shares
represented thereby shall not be subject to any restrictions or encumbrances
other than any legends, restrictions or encumbrances imposed or created by the
Corporation. From and after the Exchange Date and notwithstanding that the
certificates evidencing any Preferred Shares to be exchanged shall not have been
surrendered, all rights of the holders thereof with respect to such Preferred
Shares shall forthwith after such date cease and terminate, except only the
right of the holders to receive the Debentures upon surrender of their
certificates therefor.

Page 14

The Debentures shall bear interest at the rate of 12% per
annum, payable in semi-annual installments on April 1 and October 1 in each
year, commencing with the first such date immediately preceeding the date of
issuance of the Debentures or, if the date of issuance or the Debentures is on
either of such dates, commencing on such date. The Debentures may be redeemed in
whole or in part at the sole option of the Board of Directors of the Corporation
at any time from April 1, 1990 through April 1, 1998 upon payment to the holder
thereof of the following redemption price (expressed as a percentage of
principal amount):

If redeemed during the
twelve month period
beginning April 1, Redemption Price
- ---------------------- ----------------

1990-1992 103%
1993 102
1994 101
1995 and thereafter 100

together with any accrued and unpaid interest.

The indebtedness evidenced by the Debentures will be
subordinate to prior payment in full of the principal of, and premium, if any,
and interest on all Debt of the Corporation, including without limitation the
Corporation's 12 3/8% Senior Subordinated Notes due 1997 and any additional
indebtedness of the Corporation (other than convertible indebtedness) issued
subsequent to the date the Preferred Shares are issued, upon any distribution of
assets of the Corporation in any

Page 15

liquidation, dissolution or winding up of the Corporation. The indebtedness
evidenced by the Debentures will be senior to the Preferred Shares, Common
Shares and any convertible indebtedness issued subsequent to the date the
Preferred Shares are issued.

Section 5. Redemption

The Preferred Shares shall be subject to redemption by the
Corporation in accordance with the following provisions:

(a) Exercise. The Corporation shall have the right, exercisable
by the affirmative vote of a majority of its Board of Directors, to redeem from
any holder of Preferred Shares any number of Preferred Shares at any time so
long as the Debt/Equity Ratio, based on the financial statements of the
Corporation as of the end of its last fiscal year after giving effect to the
redemption provided for herein and assuming such redemption occurs on the last
day of such year, is not greater than three-to-one. The price (the "Redemption
Price") at which the Preferred Shares are to be redeemed shall be as follows:

If redeemed during the
twelve month period Redemption Price
beginning April 1, Per Share
- ----------------------- ----------------

1987-1992 $103.00
1993 112.20
1994 111.10
1995 and thereafter 110.00

together with all past accrued and unpaid dividends on such Preferred Shares for
all dividend payment dates on or prior to the date fixed for redemption (the
"Redemption Date").

Page 16

(b) Redemption Notice. Notice of the redemption (the "Redemption
Notice") shall be given by the Corporation by mailing, postage prepaid, a copy
of such notice to each holder of record of the Preferred Shares to be redeemed,
at its address then appearing on the books of the Corporation. The Redemption
Notice shall state the Redemption Date, which date shall be not less than 30
days following the date of the Redemption Notice (or, if not a business day, the
next following business day), the number of Preferred Shares to be redeemed from
the holder thereof and the full price to be paid upon redemption.

(c) Redemption Closing. On the Redemption Date, the holder of the
Preferred Shares to be redeemed shall surrender the certificates evidencing such
shares to the Corporation at the principal office of the Corporation, against
delivery by the Corporation to the holder of a certified or official bank check
in an amount equal to the Redemption Price. The certificates shall be duly
endorsed in blank or accompanied by a written instrument or instruments of
transfer in form and substance satisfactory to the Corporation, duly executed
by the holder or an authorized representative of the holder; such certificates
shall bear no legends and the Preferred Shares represented thereby shall not be
subject to any restrictions or encumbrances other than any legends, restrictions
or encumbrances imposed or created by the Corporation. If less than all the
shares represented by any such surrendered certificates are to be redeemed, a
new certificate shall be

Page 17

issued by the Corporation to the holder representing any unredeemed shares. From
and after the Redemption Date (unless the Corporation defaults in payment of the
Redemption Price) and notwithstanding that the certificates evidencing any
Preferred Shares shall not have been surrendered, all rights of the holders
thereof with respect to the Preferred Shares shall forthwith after such date
cease and terminate, except only the right of the holders to receive the
Redemption Price on such shares upon surrender of their certificates therefor.

B. Common Shares

The Common Shares shall be subject to the terms of the Preferred
Shares. Each Common Share shall be equal to every other Common Share in all
respects. The holders of Common Shares shall be entitled to one vote for each
Common Share upon all matters presented to the shareholders of the Corporation,
except as and to the extent otherwise provided for in these Amended Articles of
Incorporation. Dividends on the Common Shares shall be paid on such dates and in
such amounts as declared from time to time by the Directors of the Corporation;
provided, however, that no dividend or distribution shall be declared or paid
with respect to any Common Share unless the same is declared and paid with
respect to all Common Shares; further provided, however, that no dividend shall
be paid or declared and set apart for payment to holders of Common Shares unless
all accrued and unpaid dividends on the Preferred Shares shall have first been
paid or declared and set apart for payment.

Page 18

V. Pre-Emptive Rights

Except as otherwise provided herein, no holders of any class of shares
of the Corporation shall have any pre-emptive right to purchase or have offered
to them for purchase any shares or other securities of the Corporation.

VI. Share Repurchases

The Corporation may from time to time, pursuant to authorization by the
Board of Directors and without action by the shareholders, purchase or otherwise
acquire shares of the Corporation of any class or classes in such manner, upon
such terms and in such amounts as the Board of Directors shall determine;
subject, however, to such limitation or restriction, if any, as is contained in
the express terms of any class of shares of the Corporation outstanding at the
time of the purchase or acquisition in question.

VII. Voting Requirements

Notwithstanding any provision of the Ohio Revised Code now or hereafter
in force requiring for any purpose the vote, consent, waiver or release of the
holders of shares entitling them to exercise two-thirds, or any other
proportion, of the voting power of the Corporation or of any class or classes of
shares thereof, such action, unless otherwise expressly required by statute or
by these Amended Articles of Incorporation, may be taken by the vote, consent,
waiver or

Page 19

release of the holders of shares entitling them to exercise a majority of the
voting power of the Corporation or of such class or classes.

VIII. Superseding Articles

These Amended Articles of Incorporation of the Corporation supersede
and take the place of the heretofore existing Articles of Incorporation of the
Corporation.

Page 20

05179-0101

THE STATE OF OHIO

BOB TAFT

Secretary of State

326402

CERTIFICATE

It is hereby certified that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of: AMD CHL

of:

MOTOR WHEEL CORPORATION

Recorded on Roll 5179 at Frame 0102 of
United States of America the Records of Incorporation and
State of Ohio Miscellaneous Filings.
Office of the Secretary of State

Witness my hand and the seal of the
Secretary of State at Columbus, Ohio,
[SEAL] this 6TH day of JUNE ,
A.D. 1995.

/s/ Bob Taft
BOB TAFT
Secretary of State

Page 2

[SEAL] Prescribed by Charter No. 326402
BOB TAFT, Secretary of State Approved CR
30 East Broad Street, 14th Floor Date 6-6-95
Columbus, Ohio 43266-0418 Fee 35.00
C506713001

CERTIFICATE OF AMENDMENT
BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF

Motor Wheel Corporation
- --------------------------------------------------------------------------------
(Name of Corporation)

Richard W. Tuley
- ----------------------------------------------------, who is :
Executive
[ ] Chairman of the Board [ ] President [X] Vice President (Please check one.)

and Dale R. Martin , who is:

[X] Secretary [ ] Assistant Secretary (Please check one.)
of the above named Ohio corporation organized for profit does hereby certify
that: (Please check the appropriate box and complete the appropriate
statements.)

[X] a meeting of the shareholders was duly called for the purpose of adopting
this amendment and held on March 14, 1995 at which meeting a quorum of the
shareholders was present in person or by proxy, and by the affirmative vote
of the holders of shares entitling them to exercise 100% of the voting
power of the corporation.

[ ] in a writing signed by all of the shareholders who would be entitled to
notice of a meeting held for that purpose, the following resolution to amend
the articles was adopted:

RECEIVED RECEIVED

JUN 06 1995 MAY 25 1995

BOB TAFT BOB TAFT
SECRETARY OF STATE SECRETARY OF STATE

IN WITNESS WHEREOF, the above named officers, acting for and on the behalf of
the corporation, have hereto subscribed their names this 8th day of May 1995.

Richard W. Tuley Dale R. Martin
By ---------------------------------- By ----------------------------------
(Executive Vice President) (Secretary, Assistant Secretary)

NOTE: OHIO LAW DOES NOT PERMIT ONE OFFICER TO SIGN IN TWO CAPACITIES. TWO
SEPARATE SIGNATURES ARE REQUIRED, EVEN IF THIS NECESSITATES THE ELECTION OF A
SECOND OFFICER BEFORE THE FILING CAN BE MADE.

Page 3

MOTOR WHEEL CORPORATION

CERTIFICATION

I hereby certify that I am the duly elected Secretary of MOTOR WHEEL
CORPORATION, an Ohio corporation, and that the following is a true, complete and
correct copy of a shareholder resolution authorized and issued by MWC Holdings,
Inc. as the sole shareholder of Motor Wheel Corporation, on March 14, 1995:

RESOLVED, that the President of MWC Holdings, Inc. (the "Company") be
and hereby is authorized, on behalf of the Company, as the sole shareholder of
Motor Wheel Corporation (the "Corporation"), to consent in writing to the
adoption of the following shareholder resolution, effective as of Tuesday, the
14th day of March, 1995:

WHEREAS, the holder of all of the issued voting stock of this
Corporation has consented in writing and authorized the Board of
Directors and officers of this Corporation to change the principal
office from its listed present location at 316 East Market Street, City
of Akron, County of Summit, State of Ohio, to 428 Seiberling Street,
City of Akron, County of Summit, State of Ohio, which consent is now on
file in the office of this Corporation, be it

RESOLVED, that the Secretary of the Corporation is hereby
directed, in accordance with the provisions of Section 1701.69 of the
Ohio General Corporation Law, to file in the office of the Secretary of
State where the original Articles of Incorporation are, a copy of this
resolution, together with a copy of an affidavit showing that the sole
shareholder of the Corporation has authorized such change in the
location of the principal office of this Corporation, duly certified by
the Secretary of the Corporation under the Corporate Seal, and it is
further

RECEIVED

MAY 25 1995

BOB TAFT
SECRETARY OF STATE

Page 4

RESOLVED, that the officers of the Corporation are hereby
authorized to do any and all other acts necessary in their judgement
and required by law to effect the change of the principal office of
this Corporation.

IN WITNESS WHEREOF, I hereunto affix my name as Secretary and have
caused the corporate seal of said Corporation to be affixed this 8th day of
May, 1995.

Dale R. Martin
---------------------------------
Secretary

(SEAL)

Page 5

Ohio Secretary of State Return Slip
Amendment/Amended articles

May 31, 1995

Motor Wheel Corporation NOTE: THIS RETURN SLIP CREDITED IN THE
2501 Woodlake Circle AMOUNT OF $ 0 MUST ACCOMPANY THE CORRECTED
Okemos, MI 48864-5955 DOCUMENTS. COMPLETED DOCUMENTS MUST BE
RETURNED WITHIN 30 DAYS OR A REFUND WILL BE
ISSUED.

Re: Motor Wheel Corporation

Document No___________ Additional Fee Required: $35

Dear Sir or Madam:

The enclosed documents are being returned unfiled for the following
reason(s):

_________1. The corporation's name must appear at the top of the certificate
exactly the same as in our records. Please see correct name above.

_________2. The certificate must be signed by 2 officers of the corporation.
One signature must be that of the chairman of the board, president
or vice-president and the second signature must be that of the
secretary or assistant secretary. One individual may not sign in
both capacities and, if necessary, an election or appointment must
be made for this purpose.

_______ if the corporation has a close corporation agreement in
effect, the enclosed Close Corporation Affidavit may be
completed.

_________3. Our records indicate that the principal office is located in
___________________ However, the location given on the certificate
is ________________ If the location has been changed (to a
attachment city or county), then an additional resolution must be
adopted. Changing the principal office location, include the
appropriate county.

_________4. Indicate what manner of adoption was used in passing the resolution
to amend the Articles of Incorporation. If a meeting was held,
include the percentage of the voting power that passed the
resolution. A ________ vote is required.

_________5. The new name you have chosen is not available without the written
consent of _______ You may contact the prior registrant at
___________________________________________________________________
____________________ If consent cannot be obtained, please contact
this article before filing another name to ensure that the
alternate name is available.

_________6. The corporation must submit its Form 7 (Annual Statement of
Promotion of Capital Stock) for the year(s) _____ The Form 7 should
reflect corporate activities in Ohio during the previous year. The
forms are enclosed.

_________7. We are unable to accept photostat copies. Original documents and
signatures are required.

_________8. When a corporation is amending its articles of incorporation in its
entirety, the certificate must contain a superseding cause stating
that the adopted amended articles of incorporation shall supersede
the existing articles of incorporation and amendments thereto.

_________9. The corporation was cancelled by Ohio Department of Taxation on
__________. Before filing the amendment/amended articles, you
must contain a D-3 (Certificate of Reinstatement) from the Ohio
Department of Taxation (1030 Freeway Drive North, Columous, Ohio
43229.(614) 433-7636). The D-3 must then be held with the Secretary
of State, together with a $1000 filing fee in addition to the
amendment documents.

________10. Your non-profit corporation was cancelled on _______ for failure to
file its statements of continued existence. Please fill out the
enclosed Application for Reinstatement, submit a $1000 filing fee
and return all the enclosed amendment documents.

________11. The corporation's articles were cancelled on _______ for failure to
file the Professional Annual Shareholders Reports. Before the
filing the Amendment/Amended Articles, you must complete the
enclosed Application for Reinstatement and annual reports for the
year(s)_______ A filing fee of $1000 must be submitted and resumed
together with your amendment/amended articles.

Page 6

AGREEMENT OF MERGER

MERGING GENEVA METAL WHEEL CO.
INTO MOTOR WHEEL CORPORATION

AGREEMENT OF MERGER, made and entered into this 23rd day of December,
1975, by and between MOTOR WHEEL CORPORATION, a corporation organized and
existing under the laws of the state of Ohio (hereinafter referred to as "Motor
Wheel"), and GENEVA METAL WHEEL CO., a corporation organized and existing under
the laws of the state of Ohio (hereinafter referred to as "Geneva").

WITNESSETH:

WHEREAS, the Boards of Directors of Motor Wheel and Geneva deem it
advisable and for the general welfare and advantage of the respective
corporations and their respective shareholders that Motor Wheel merge into
itself Geneva and that Geneva should be merged into Motor Wheel, as authorized
by the provisions of Title 17, Chapter 1701 of the Revised Code of Ohio, as
amended, under and pursuant to the terms and conditions hereinafter set forth;
and

WHEREAS, Motor Wheel is authorized by its Articles of Incorporation to
issue a maximum of One Thousand (1,000) shares of common stock of the par value
of One Dollar ($1.00) each, all of which have been issued and are presently
outstanding; and

WHEREAS, Geneva is authorized by its Articles of Incorporation to issue
a maximum of Two Hundred Fifty (250) shares of common stock, having no par
value, of which One Hundred (100) shares have been issued and are presently
outstanding;

Page 5

NOW, THEREFORE, in consideration of the mutual agreements and
conditions herein contained, Motor Wheel and Geneva hereby agree, in accordance
with the applicable laws of the State of Ohio, that Geneva be merged with and
into Motor Wheel, that Motor Wheel shall be the continuing and surviving
corporation (hereinafter referred to as the "Surviving Corporation"), the name
of which shall continue to be Motor Wheel Corporation, and that the terms and
conditions of the merger, the mode of carrying it into effect, and the manner
and basis of converting the shares of Geneva into shares of Motor Wheel are and
shall be as follows:

FIRST: The name of the corporations merging and the names of the states
under the laws of which the respective corporations are organized, are:

Name of Corporation State of Incorporation
------------------- ----------------------

Motor Wheel Corporation Ohio
Geneva Metal Wheel Co. Ohio

The name of the Surviving Corporation is and shall be:

Motor Wheel Corporation

SECOND: The place in the State of Ohio where the principal office of
the Surviving Corporation is to be located is the City of Akron, in Summit
County.

THIRD: The purposes for which the Surviving Corporation is Formed are:

(a) To manufacture, purchase, or otherwise acquire, to sell, lease,
distribute or otherwise dispose of, and to deal in and render any
service in

- 2 -

Page 6

respect of, wheels rims, axles, bearings, hubs, brake drums, space
heaters, and air conditioners, and other parts, components, and
accessories for vehicles and portable equipment, and carry on and
conduct the general business of manufacturing and merchandising;

(b) To manufacture, to purchase, lease or other-wise acquire to hold
and use, to sell, lease or otherwise dispose of, and to deal in or
with personal property of any description and any interest
therein;

(c) To purchase, lease, or otherwise acquire, to invest in, hold, use
and encumber, to sell, lease, exchange, transfer, or otherwise
dispose of, and to construct, develop, improve, equip, maintain,
and operate structures and real property of any description and
any interest therein;

(d) To borrow money, to issue, sell, and pledge its notes, bonds, and
other evidences of indebtedness, to secure any of its obligations
by mortgage, pledge, or deed of trust of all or any of its
property, and to guarantee and secure obligations of any person,
all to carrying out any of the purpose of the Corporation;

- 3 -

Page 7

(e) To invest its funds in any shares or other securities of another
corporation, business, or undertaking or of a government,
governmental authority, or governmental subdivision; and

(f) To do whatever is deemed necessary, useful, or conducive to
carrying out any of the purposes of the Corporation and to
exercise all other authority enjoyed by corporations generally by
virtue of the provisions of the Ohio General Corporation Law.

FOURTH: The authorized number of shares of the Surviving Corporation is
One Thousand Five Hundred(1,500), all of which are Common Shares with a par
value of One Dollar($1.00) each.

FIFTH: The Surviving Corporation, by action of its directors, and
without action by its shareholders, may purchase its own shares in accordance
with the provisions of the Ohio General Corporation Law. Such purchases may be
made either in the open market or at public or private sale, in such manner and
amounts, from such holder or holders of outstanding shares of the Corporation,
and at such prices as the directors shall from time to time determine.

SIXTH: The directors and officers of the Surviving Corporation shall
continue in office until the next annual meeting shareholders and until their
successors shall have been duly elected and qualified.

- 4 -

Page 8

SEVENTH: The present Code of Regulation of Motor Wheel shall be Code of
Regulations the Surviving Corporation until changed or repealed according to the
provisions thereof.

EIGHTH: Fredrick S Myers, whose address is 1144 East Market Street, in
the City of Akron, County of Summit, State of Ohio, a natural person and
resident of said County, is hereby appointed as the statutory agent of the
Surviving Corporation on whom any process, notice or demand against the
Surviving Corporation or Geneva may be served.

NINTH: The mode of carrying into effect the merger and the manner and
basis of converting the shares of common stock of Motor Wheel and Geneva into
shares of common stock of the Surviving Corporation forthwith upon Effective
Date are as follows:

(a) Each of the outstanding shares of Common Stock of Geneva, no par
value, which is issued and outstanding on the Effective Date
shall, by virtue of the merger and without any action on the part
of the holders thereof, be converted into shares of the Common
Stock of the Surviving Corporation at the rate of
one (1) share of Common Stock of the Surviving Corporation for one
(1) share of Geneva Common Stock.

- 5 -

Page 9

(b) Each of the outstanding shares of Common Stock of Motor Wheel, One
Dollar ($1.00) par value, which is issued and outstanding on the
Effective Date shall, by virtue of the merger and without any
action on the part of the holders thereof, be converted into
shares of the Surviving Corporation at the rate of one (1) share
of common Stock of the Surviving Corporation for one (1) share of
Motor Wheel Common Common Stock.

(c) The holders of shares of the Common Stock of Geneva shall, upon
the Effective Date of this Agreement of Merger, surrender and
exchange their outstanding share certificates in Motor Wheel and
Geneva for new share certificate in the Surviving Corporation
representing the number of shares to which they are entitled under
clause (a) of this paragraph NINTH of this Agreement of Merger.
The present shareholder of Motor Wheel shall retain the share
certificate presently held by it, which shares shall represent the
shares of the Surviving Corporation in a like number, as provided
in clause (b) of this paragraph NINTH of this Agreement of Merger.

(d) No fractional shares of Common Stock of the Surviving Corporation
shall be issued upon or in connection with the merger.

- 6 -

Page 10

CERTIFICATE OF MERGER
OF
GENEVA METAL WHEEL CO.
INTO
MOTOR WHEEL CORPORATION

The undersigned, a Vice President and the Assistant Secretary of Motor
Wheel Corporation, and the President and the Secretary of Geneva Metal Wheel
Co., pursuant to Section 1701.81 of the Revised Code of Ohio, do hereby certify
that the attached is a signed Agreement of Merger between Motor Wheel
Corporation and Geneva Metal Wheel Co., duly adopted in accordance with the laws
of the State of Ohio as set forth in the Certificate of Vice President and
Assistant Secretary of Motor Wheel Corporation and in the Certificate of
President and Secretary of Geneva Metal Wheel Co. attached to the said Agreement
of Merger; said Agreement of Merger and said Certificates are, hereby
incorporated herein and by specific reference made a part hereof.

/s/ Bruce M Robertson
------------------------------------
Bruce M Robertson, Vice President,
Motor Wheel Corporation

/s/ John Davies
------------------------------------
John Davies, Assistant Secretary,
Motor Wheel Corporation

/s/ Richard A Jay
------------------------------------
Richard A Jay, President,
Geneva Metal Wheel Co.

/s/ Fredrick S Myers
------------------------------------
Fredrick S Myers, Secretary,
Geneva Metal Wheel Co.

Page 3

STATE OF OHIO )
) SS
COUNTY OF SUMMIT )

Before me, a Notary Public in and for said county, personally appeared
the above named Bruce M Robertson, John Davies, Richard A Jay, and Fredrick S
Myers, who acknowledged that they did sign the foregoing instrument and that the
same was their free act and deed.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal at Akron, Ohio, this 23rd day of December, 1975.

/s/ June G. Nance
------------------------------------
Notary Public

My commission expires:

June 20, 1978

Page 4

TENTH: The merger herein provided shall become effective at and as of,
and shall be effective from and after, the close of business on December 31,
1975, which shall be deemed to be at 11:59.99 P.M. on December 31, 1975 (the
"Effective Date") (provided, that this Agreement of Merger shall have been duly
filed in the office of the Secretary of State of Ohio as required by and in
accordance with the laws of the State of Ohio prior to the said Effective Date);
whereupon the separate existence of Geneva shall cease, and Geneva and Motor
Wheel shall be merged into the Surviving Corporation in accordance with this
Agreement of Merger.

ELEVENTH: Surviving Corporation shall be possessed of all assets and
properties of every description, and every interest therein, wherever located,
and all of the rights, privileges, immunities, powers, franchises, and authority
of a public as well as of a private nature, of Motor Wheel and Geneva, and all
obligations belonging to or due to Motor Wheel and Geneva shall be vested in the
Surviving Corporation without further act or deed. Title to any real estate or
any interest therein vested in Motor Wheel or Geneva shall not in any manner be
impaired by reason of this merger. Motor Wheel and Geneva shall execute and
cause to be delivered any and all conveyances, assignments, deeds, or other
instruments, and shall take any and all actions, as shall be necessary to vest
property or rights of Motor Wheel or Geneva in the Surviving Corporation.

The Surviving Corporation shall be liable for all of the obligations of
Motor Wheel and Geneva. All of the rights of

- 7 -

Page 11

creditors of Motor Wheel and Geneva are preserved unimpaired, and all lines, if
any, upon the properties of Motor Wheel and Geneva are preserved unimpaired.

IN WITNESS WHEREOF, Motor Wheel Corporation and Geneva Metal Wheel Co.
have caused this Agreement of Merger to be executed in their respective
corporate names and their respective corporate seals to be affixed hereto by
their Vice President and President, respectively, and their Assistant Secretary
and Secretary, respectively, each thereunto duly authorized by their respective
Boards of Directors and shareholders on the day and year first above written.

[Corporate Seal] MOTOR WHEEL CORPORATION

Attest: /s/ John Davies By /s/ Bruce M Robertson
------------------------- -----------------------------
John Davies Bruce M Robertson
Assistant Secretary Vice President

[Corporate Seal] GENEVA METAL WHEEL CO.

Attest: /s/ Fredrick S Myers By /s/ Richard A Jay
------------------------- -----------------------------
Fredrick S Myers Richard A Jay
Secretary President

- 8 -

Page 12

STATE OF OHIO )
) SS
COUNTY OF SUMMIT )

Before me, a Notary Public in and for said county, personally appeared
Bruce M Robertson, Vice President, and John Davies, Assistant Secretary, of
Motor Wheel Corporation, the corporation which executed the foregoing
instrument, who acknowledged that the seal affixed to said instrument is the
corporate seal of said corporation; that they did sign and seal said instrument
as Vice President and Assistant Secretary in behalf of said corporation and by
authority of its Board of Directors and shareholders; and that said instrument
is their free act and deed individually and as Vice President and Assistant
Secretary and the free and corporate act and deed of said Motor Wheel
Corporation.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal at Akron, Ohio, this 23rd day of December, 1975.

/s/ June G. Nance
----------------------------
Notary Public

My commission expires:

June 20, 1978

Page 13

STATE OF OHIO )
) SS
COUNTY OF SUMMIT )

Before me, a Notary Public in and for said county, personally appeared
Richard A Jay, President, and Fredrick S Myers, Secretary, of Geneva Metal Wheel
Co., the corporation which executed the foregoing instrument, who acknowledged
that the seal affixed to said instrument is the corporate seal of said
corporation; that they did sign and seal said instrument as President and
Secretary in behalf of said corporation and by authority of its Board of
Directors and shareholders; and that said instrument is their free act and deed
individually and as President and Secretary and the free and corporate act and
deed of said Geneva Metal Wheel Co.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal at Akron, Ohio, this 23rd day of December, 1975.

/s/ June G. Nance
-----------------------
Notary Public

My commission expires:

June 20, 1978

Page 14

CERTIFICATE OF
VICE PRESIDENT AND ASSISTANT SECRETARY
OF
MOTOR WHEEL CORPORATION

The undersigned, Bruce M Robertson, Vice President, and John Davies,
Assistant Secretary, of Motor Wheel Corporation, an Ohio corporation, do hereby
certify, as Vice President and Assistant Secretary of the said corporation, that
the Agreement of Merger to which this Certificate is attached, having been first
duly approved by resolution of the Boards of Directors of Motor Wheel
Corporation and Geneva Metal Wheel Co., the parties to the Agreement of Merger,
was duly submitted to the shareholders of Motor Wheel Corporation at a Special
Meeting of Shareholders, called and held separately from the meeting of
shareholders of any other corporation for the purpose of considering and
adopting or rejecting the said Agreement of Merger upon due notice accompanied
by a copy of the said Agreement of Merger given to all shareholders of Motor
Wheel Corporation, which meeting was held on the 23rd day of December, 1975, and
at which quorum of shareholders was present in person or by proxy, and that the
said Agreement of Merger was adopted by the affirmative vote of the holder of
all of the shares of Motor Wheel Corporation.

IN WITNESS WHEREOF, the undersigned acting for and on behalf of Motor
Wheel Corporation have hereunto subscribed their names and caused the seal of
said corporation to be hereunto affixed this 23rd day of December, 1975.

/s/ Bruce M Robertson
----------------------------------
Bruce M Robertson, Vice President,
Motor Wheel Corporation

[Corporate Seal of
Motor Wheel Corporation]

/s/ John Davies
---------------------------------
John Davies, Assistant Secretary,
Motor Wheel Corporation

Page 15

STATE OF OHIO )
) SS
COUNTY OF SUMMIT )

Before me, a Notary public in and for said county, personally appeared
the above named Bruce M Robertson and John Davies, who acknowledged that they
did sign the foregoing instrument and that the same was their free act and deed.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal at Akron, Ohio, this 23rd day of December, 1975.

/s/ June G. Nance
-----------------------
Notary Public

My commission expires:

June 20, 1978

Page 16

CERTIFICATE OF
PRESIDENT AND SECRETARY
OF
GENEVA METAL WHEEL CO.

The undersigned, Richard A Jay, President, and Fredrick S Myers,
Secretary, of Geneva Metal Wheel Co., an Ohio corporation, do hereby certify, as
President and Secretary of the said corporation, that the Agreement of Merger to
which this Certificate is attached, having been first duly approved by
resolution of the Boards of Directors of Geneva Metal Wheel Co. and Motor Wheel
Corporation, the parties to the Agreement of Merger, was duly submitted to the
shareholders of Geneva Metal Wheel Co. at a Special Meeting of Shareholders,
called and held separately from the meeting of shareholders of any other
corporation for the purpose of considering and adopting or rejecting the said
Agreement of Merger upon due notice accompanied by a copy of the said Agreement
of Merger given to all shareholders of Geneva Metal Wheel Co., which meeting was
held on the 23rd day of December, 1975, and at which a quorum of shareholders
was present in person or by proxy, and that the said Agreement of Merger was
adopted by the affirmative vote of the holder of all of the shares of Geneva
Metal Wheel Co.

IN WITNESS WHEREOF, the undersigned acting for and on behalf of Geneva
Metal Wheel Co. have hereunto subscribed their names and caused the seal of said
corporation to be hereunto affixed this 23rd day of December, 1975.

/s/ Richard A Jay
---------------------------------
Richard A Jay, President,
Geneva Metal Wheel Co.

[Corporate Seal of
Geneva Metal Wheel Co.]

/s/ Fredrick S Myers
---------------------------------
Fredrick S Myers, Secretary,
Geneva Metal Wheel Co.

Page 17

STATE OF OHIO )
) SS
COUNTY OF SUMMIT )

Before me, a Notary public in and for said county, personally appeared
the above named Richard A Jay and Fredrick S Myers, who acknowledged that they
did sign the foregoing instrument and that the same was their free act and deed.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal at Akron, Ohio, this 23rd day of December, 1975.

/s/ June G. Nance
-----------------------
Notary Public

My commission expires:

June 20, 1978

Page 18

THE STATE OF OHIO

BOB TAFT

Secretary of State

326402

CERTIFICATE

It is hereby certified that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of: AMD MIS CHN

HAYES LEMMERZ INTERNATIONAL - OHIO, INC. FORMERLY MOTOR WHEEL CORPORATION

Recorded on Roll 6166 at Frame 0139 of the
Records of Incorporation and Miscellaneous
Filings.

UNITED STATES OF AMERICA WITNESS MY HAND AND THE SEAL OF THE
STATE OF OHIO SECRETARY OF STATE AT COLUMBUS, OHIO, THIS
OFFICE OF THE SECRETARY OF STATE 5TH DAY OF FEB . A.D. 1998.

[SEAL] /s/ BOB TAFT
---------------
BOB TAFT
Secretary of State

BOB TAFT, Secretary of State 326402 Approved CR
[SEAL] 30 East Broad Street, 14th Floor Date 2-5-98
Columbus, Ohio 43266-0418 Fee 35.00
Form SH-AMD (January 1991)
98020600801

CERTIFICATE OF AMENDMENT
BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF

Motor Wheel Corporation
- --------------------------------------------------------------------------------
(Name of Corporation)

Daniel M. Sandberg, Who is: [ ] Chairman of the Board [ ] President
[X] Vice President (check one)

and

Patrick B. Carey, who is: [ ] Secretary [X] Assistant Secretary (Check one)

of the above named Ohio corporation for profit do hereby certify that:(check the
appropriate box and complete the appropriate statements)

[ ] a meeting of the shareholders was duly called for the purpose of adopting
this amendment and held on ____________, 19_________ at which meeting a
quorum of the shareholders was present in person or by proxy; and by the
affirmative vote of the holders of share entitling them to exercise ______%
of the voting power of the corporation.

[X] in a writing signed by all of the shareholders who would be entitled to
notice of a meeting held for that purpose, the following resolution to
amend the articles was adopted:

that Article I of the Amended Articles of Incorporation shall be amended
such that the name of the Corporation shall be "Hayes Lemmerz International
- Ohio, Inc."

RECEIVED

FEB 05 1998

BOB TAFT
SECRETARY OF STATE

IN WITNESS WHEREOF, the above named officers, acting for and on the behalf
of the corporation, have hereto subscribed their name this 12th day of January,
1998.

By /s/ Daniel M. Sandberg
--------------------------
(Vice President)

By /s/ Patrick B. Carey
--------------------------
(Assistant Secretary)

(OHIO - 613 - 3/4/91)

NOTE: Ohio law does not permit one officer to sign in two capacities. Two
separate signatures are required, even if this necessitates the election of a
second officer before the filing can be made.

EXHIBIT 3.40

MOTOR WHEEL CORPORATION

WRITTEN CONSENT OF ONLY SHAREHOLDER TO ACTION
TAKEN WITHOUT HOLDING A MEETING

MWC Holdings, Inc., being the only shareholder of Motor Wheel
Corporation and the only person entitled to Notice of Meeting for such purpose,
does hereby consent in writing, without meeting, to the adoption of the
following resolution, effective as of Tuesday, the 12th day of December, 1995:

RESOLVED, that the Code of Regulations of the Corporation, adopted
December 16, 1987, as amended from time to time, be, and the same hereby is,
rescinded and shall have no further force or effect whatsoever; and

FURTHER RESOLVED, that the Code of Regulations in the form presented
with this writing, a copy of which, appropriately identified by the Secretary,
is ordered filed with this writing in the minute book, be and the same hereby
is, adopted as the Code of Regulations of the Corporation.

Adoption of the foregoing resolution as of the 12th day of December,
1995, by consent of the sole shareholder, is evidenced by this instrument signed
this 21st day of December, 1995, by the President of MWC Holdings, Inc.,
pursuant to authority vested in him by that Company's by-laws.

MWC HOLDINGS, INC.

By: /s/ Richard W. Tuley
-----------------------------------
President

ATTEST:

/s/ Dale R. Martin
- ---------------------------
Secretary

Adopted: 12/12/95

MOTOR WHEEL CORPORATION

CODE OF REGULATIONS

Adopted December 12, 1995

ARTICLE I

SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of shareholders of the
Corporation for the election of directors, the consideration of reports to be
laid before such meeting, and the transaction of other such business as may
properly be brought before such meeting, shall be held at nine o'clock a.m., on
the second Tuesday in March in each year, if not a legal holiday and, if a legal
holiday, then on the day following the next succeeding business day, or at such
other date and hour as may be designated in the notice of said meeting.

Section 2. Special Meetings. Special meetings of the shareholders of
the Corporation may be held on any business day, when called by the Chairman of
the Board, or by the President, or by a Vice President, or by the Board acting
at a meeting, or by a majority of the directors acting without a meeting, or by
the persons who hold twenty-five percent of all shares outstanding and entitled
to vote thereat.

Section 3. Place of Meetings. Any meeting of shareholders may be held
either at the principal office of the Corporation or at such other place within
or without the State of Ohio as may be designated in the notice of said meeting.

Section 4. Notice of Meetings. Not less than seven or more than sixty
days before the date fixed for a meeting of shareholders, written notice stating
the time, place and purposes of such meeting shall be given by or at the
direction of the Secretary or an Assistant Secretary or any other person or
persons required or permitted by these Regulations to give such notice. The
notice shall be given by personal delivery or by mail to each shareholder
entitled to notice of the meeting who is of record as of the day next preceding
the day on which notice is given or, if a record date therefor is duly fixed, of
record as of said date; if mailed, the notice shall be addressed to the
shareholders at their respective addresses as they appear on the records of the
Corporation. Notice of the time, place and purposes of any meeting of
shareholders may be waived in writing, either before or after the holding of
such meeting, by any shareholder, which writing shall be filed with or entered
upon the records of the meeting.

Section 5. Quorum; Adjournment. Except as may be otherwise provided by
law or by the Articles of Incorporation, at any meeting of the shareholders, the
holders of shares entitling them to exercise a majority of the voting power of
the Corporation present in person or by proxy, shall constitute a quorum for
such meeting; provided, however, that no action required by law, the Articles or
these Regulations to be authorized or taken by a designated proportion of the
shares of the Corporation may be authorized or taken by a lesser proportion; and
provided, further, that the holders of a majority of the voting shares
represented thereat, whether or not a quorum is present, may adjourn such
meeting from time to time; if any meeting is adjourned, notice of such
adjournment need not be given if the time

-2-

and place to which it is adjourned are fixed and announced at such meeting.

Section 6. Proxies. Persons entitled to vote shares or to act with
respect to shares may vote or act in person or by proxy. The person appointed as
proxy need not be a shareholder.

Section 7. Approval and Ratification of Acts of Officers and Board.
Except as otherwise provided by the Articles of Incorporation or by law, any
contract, act or transaction, prospective or past, of the Corporation, or of the
Board, or of the officers may be approved or ratified by the affirmative vote at
a meeting of the shareholders, or by the written consent, with or without a
meeting, of the holders of shares entitling them to exercise a majority of the
voting power of the Corporation, and such approval or ratification shall be as
valid and binding as though affirmatively voted for or consented to by every
shareholder of the Corporation.

Section 8. Action Without a Meeting. Any action which may be
authorized or taken at a meeting of the shareholders may be authorized or taken
without a meeting with the affirmative approval of, and in writing or writings
signed by all the shareholders who would be entitled to notice of a meeting of
the shareholders held for such purpose, which writing or writings shall be filed
with or entered upon the records of the Corporation.

ARTICLE II

BOARD OF DIRECTORS

Section 1. Number. The number of directors, which shall not be less
than three, will be as determined from time to time by the shareholders. Except
where the law, the

-3-

Articles of Incorporation or these Regulations require action to be authorized
or taken by the shareholders, all of the authority of the Corporation shall be
exercised by the directors.

Section 2. Election of Directors; Vacancies. The directors shall be
elected at each annual meeting of shareholders or at a special meeting called
for the purpose of electing directors. At a meeting of shareholders at which
directors are to be elected, only persons nominated as candidates shall be
eligible for election as directors and the candidates receiving the greatest
number of votes shall be elected. In the event of the occurrence of any vacancy
or vacancies in the Board, however caused, the remaining directors, though less
than a majority of the whole authorized number of directors, may, by the vote of
a majority of their number, fill any such vacancy for the unexpired term.

Section 3. Term of Office; Resignations. Directors shall hold office
until the next annual meeting of shareholders and until their successors are
elected, or until their earlier resignation, removal from office or death. Any
director may resign at any time by oral statement to that effect made at a
meeting of the Board or in a writing to that effect delivered to the Secretary,
such resignation to take effect immediately or at such other time as the
director may specify.

Section 4. Meetings. Immediately after each annual meeting of the
shareholders, the newly elected directors shall hold an organization meeting for
the purpose of electing officers and transacting any other business. Notice of
such meeting need not be given. Other meetings of the Board may be held at any
time within or without the State of Ohio in accordance with resolutions or other
action by the Board. Unless otherwise expressly

-4-

stated in the notice thereof, any business may be transacted at any meeting of
the Board.

Section 5. Notice of Meetings. Not less than two days before the date
fixed for a meeting of the directors (except an annual organization meeting),
written notice stating the time and place of such meeting shall be given by or
at the direction of the Secretary or an Assistant Secretary. The notice shall be
given to each directors by personal delivery or by mail, telegram or cablegram,
and neither the notice nor a waiver thereof need specify the purpose of the
meeting. Notice of any meeting may be waived in writing, either before or after
the holding of such meeting, by any director, which writing shall be filed with
or entered upon the records of the meeting. Attendance of a director at any
meeting without protesting, prior to or at the commencement of the meeting, the
lack of proper notice thereof shall be deemed to be a waiver by him of notice
of such meeting.

Section 6. Quorum; Adjournment. A quorum of the Board shall consist of
a majority of the directors then in office; provided that a majority of the
directors present at a meeting duly held, whether or not a quorum is present,
may adjourn such meeting from time to time; if any meeting is adjourned, notice
of adjournment need not be given if the time and place to which it is adjourned
are fixed and announced at such meeting. At each meeting of the Board at which a
quorum is present, all questions and business shall be determined by a majority
vote of those present except as in these Regulations otherwise expressly
provided.

Section 7. Action Without a Meeting. Any action which may be authorized
or taken at a meeting of the Board of Directors may be authorized or taken
without a meeting with the affirmative approval of, and in a writing or writings
signed by all of the directors,

-5-

which writing or writings shall be filed with or entered upon the records of the
Corporation.

ARTICLE III

OFFICERS

Section 1. Election and Designation of Officers. The Board, at its
organization meeting, may elect a Chairman of the Board and shall elect a
President, a Secretary, a Treasurer and, in its discretion, at any meeting of
the Board, may elect one or more Vice Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, a Comptroller, one or more
Assistant Comptrollers and such other officers as the Board may deem necessary.
The Chairman of the Board and the President shall be directors, but no one of
the other officers need be a director. Any two or more of such offices may be
held by the same person, but no officer shall execute, acknowledge or verify
any instrument in more than one capacity, if such instrument is required to be
executed, acknowledged or verified by two or more officers.

Section 2. Term of Office; Vacancies. The officers of the Corporation
shall hold office until the next organization meeting of the Board and until
their successors we elected, except in case of resignation, death or removal.
The Board may remove any officer at any time with or without cause by a
two-thirds vote of the members of the Board then in office. Any vacancy in any
office may be filled by the Board.

Section 3. Chairman of the Board. The Chairman of the Board, if any,
shall preside at all meetings of shareholders and of the Board and shall have
such authority and perform such duties as the Board may determine.

-6-

Section 4. President. Except for meetings at which the Chairman of the
Board, if any, presides in accordance with the preceding Section, the
President shall preside at all meetings of shareholders and of the Board.
Subject to directions of the Board, he shall have general executive
supervision over the property, business and affairs of the Corporation.

Section 5. Vice Presidents. In case of the absence or disability of the
President, or when circumstances prevent the President from acting, the Vice
Presidents of the Corporation shall perform all the duties and possess all the
authority of the President, and shall have priority in the performance of such
duties and exercise of such authority in the order of their election by the
Board.

Section 6. Secretary. The Secretary shall keep the minutes of meetings
of the shareholders and of the Board. He shall keep such books as may be
required by the Board, and shall give notices of shareholders' meetings and of
Board meetings required by law, or by these Regulations, or otherwise.

Section 7. Treasurer. The Treasurer shall receive and have in charge
all money, bills, notes, bonds, stocks in other corporations, and similar
property belonging to the Corporation, and shall do with the same as may be
ordered by the Board. He shall keep accurate financial accounts and hold the
same open for the inspection and examination of the directors.

Section 8. Comptroller. The Comptroller shall exercise a general check
upon the disbursement of funds of the Corporation and shall have general charge
and supervision of the preparation of financial reports.

-7-

Section 9. Other Officers. The Assistant Secretaries, Assistant
Treasurers and Assistant Comptrollers, if any, in addition to such authority and
duties as the Board may determine, shall have such authority and perform such
duties as may be directed by their respective principal officers.

Section 10. Authority and Duties. The officers shall have such
authority and perform such duties, in addition to those specifically set forth
in these Regulations, as the Board may determine. The Board is authorized to
delegate the duties of any officer to any other officer and generally to control
the action of the officers and to require the performance of duties in addition
to those mentioned herein.

ARTICLE IV

COMPENSATION

The Board, by the affirmative vote of a majority of the directors in
office, and irrespective of any personal interest of any of them, shall have
authority to establish reasonable compensation, which may include pension,
disability and death benefits, for services to the Corporation by directors and
officers, or to delegate such authority to one or more officers or directors.

ARTICLE V

INDEMNIFICATION AND INSURANCE

Section 1. Indemnification. The Corporation shall indemnify, to the
full extent

-8-

then permitted by law, any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he 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, trustee,
officer, employee or agent of another corporation, domestic or foreign,
non-profit or for profit, partnership, joint venture, trust or other enterprise;
provided, however, that the Corporation shall indemnify any such agent (as
opposed to any director, officer or employee) of this Corporation to an extent
greater than that required by law only if and to the extent that the directors
may, in their discretion, so determine. The indemnification provided hereby
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any law, the Articles of Incorporation or
any agreement, vote of shareholders or of disinterested directors or otherwise,
both as to action in official capacities and as to action in another capacity
while he is a director, officer, employee or agent of the Corporation, and shall
continue as to a person who has ceased to be a director, trustee, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

Section 2. Insurance. The Corporation may, to the full extent then
permitted by law and authorized by the directors, purchase and maintain
insurance on behalf of any persons described in Section 1 of this Article V
against any liability asserted against and incurred by any such person in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify such person against such
liability.

-9-

ARTICLE VI

RECORD DATES

For any lawful purpose, including, without limitation, the
determination of the shareholders who are entitled to:

(1) receive notice of or to vote at a meeting of shareholders,

(2) receive payment of any dividend or distribution,

(3) receive or exercise rights of purchase of or subscription for,
or exchange or conversion of, shares or other securities,
subject to contract rights with respect thereto, or

(4) participate in the execution of written consents, waivers or
releases,

the Board may fix a record date which shall not be a date earlier than the date
on which the record date is fixed, and in the cases provided for in clauses (1),
(2) and (3) above, shall not be more than sixty days preceding the date of the
meeting of shareholders, or the date fixed for the payment of any dividend or
distribution, or the date fixed for the receipt or the exercise of rights, as
the case may be. The record date for the purpose of the determination of the
shareholders who are entitled to receive notice of or to vote at a meeting of
shareholders shall continue to be the record date for all adjournments of such
meeting, unless the Board or the persons who shall have fixed the original
record date shall, subject to the limitation set forth in this Article, fix
another date, and in case a new record date is so fixed, notice thereof and of
the date to which the meeting shall have been adjourned shall be given to
shareholders of record as of such date in accordance with the same requirements
as those applying to a

-10-

meeting newly called. The Board may close the share transfer books against
transfers of shares during the whole or any part of the period provided for in
this Article, including the date of the meeting of shareholders and the period
ending with the date, if any, to which adjourned.

ARTICLE VII

EXECUTION OF DOCUMENTS

Except as otherwise provided in these Regulations, or by specific or
general resolutions of the Board, all documents evidencing conveyances by or
contracts or other obligations of the Corporation shall be signed by the
Chairman of the Board, if any, the President, or a Vice President, and attested
by the Secretary or an Assistant Secretary.

ARTICLE VIII

CERTIFICATES FOR SHARES

Section 1. Form of Certificates and Signatures. Each holder of shares
is entitled to one or more certificates, signed by the Chairman of the Board or
the President or a Vice President and by the Secretary, an Assistant Secretary,
the Treasurer, or an Assistant Treasurer of the Corporation, which shall certify
the number and class of shares held by him in the Corporation, but no
certificate for shares shall be executed or delivered until such shares are
fully paid.

-11-

Section 2. Transfer of Shares. Shares of the Corporation shall be
transferable upon the books of the Corporation by the holders thereof, in
person, or by a duly authorized attorney, upon surrender and cancellation of
certificates for a like number of shares of the same class or series, with
duly executed assignment and power of transfer endorsed thereon or attached
thereto, and with such proof of the authenticity of the signatures to such
assignment and power of transfer as the Corporation or its agents may reasonably
require.

Section 3. Lost, Stolen or Destroyed Certificates. The Corporation may
issue a new certificate for shares in place if any certificate theretofore
issued by it and alleged to have been lost, stolen or destroyed, and the Board
may, in its discretion, require the owner or his legal representatives to give
the Corporation a bond containing such terms as the Board may require to protect
the Corporation or any person injured by the execution and delivery of a new
certificate.

ARTICLE IX

AUTHORITY TO TRANSFER AND VOTE SECURITIES

The Chairman of the Board, the President and a Vice President of the
Corporation are each authorized to sign the name of the Corporation and to
perform all acts necessary to effect a transfer of any shares, bonds, other
evidences of indebtedness or obligations, subscription rights, warrants and
other securities of another corporation owned by the Corporation and to issue
the necessarry powers of attorney for the same; and each such officer is
authorized, on behalf of the Corporation, to vote such securities, to appoint
proxies with respect thereto and

-12-

to execute consents, waivers and releases with respect thereto, or to cause any
such action to be taken.

ARTICLE X

AMENDMENTS

The Regulations of the Corporation may be amended or new Regulations
may be adopted by the shareholders, at a meeting held for such purpose by the
affirmative vote of the holders of shares entitling them to exercise a majority
of the voting power of the Corporation on such proposal or, without a meeting,
by the written consent of the holders of shares entitling them to exercise
two-thirds of the voting power on such proposal.

CERTIFICATION

The undersigned, Dale R. Martin, Secretary of Motor
Wheel Corporation, hereby certifies that the foregoing Code
of Regulations is the Code of Regulations of Motor Wheel
Corporation as adopted by written consent of the sole
shareholder on December 12, 1995.

/s/ Dale R. Martin
------------------------------
Dale R. Martin, Secretary

-13-

MOTOR WHEEL CORPORATION

ACTION OF SOLE SHAREHOLDER WITHOUT MEETING

The undersigned, being the sole shareholder of Motor Wheel Corporation,
an Ohio corporation does hereby take the following actions:

1. The directors of the Corporation are hereby removed.

2. Pursuant to Article II, Section 1, of the Code of
Regulations of the Corporation, the number of directors
constituting the Board of Directors is hereby fixed at three
(3).

3. Messrs. Ranko Cucuz, William D. Shovers and Daniel M.
Sandberg are hereby elected directors of the Corporation, each
of them to serve until the next annual meeting of shareholders
or until their respective successors are elected or until
their earlier resignation, removal from officer, or death.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed in its name and on its behalf by its officer thereunto duly authorized,
this 26th day of August 1996.

HAYES WHEELS INTERNATIONAL, INC.

By: /s/ Daniel M. Sandberg
----------------------------------
Daniel M. Sandberg
Vice President

ACTION BY WRITTEN CONSENT
OF
SOLE SHAREHOLDER
OF
HAYES LEMMERZ INTERNATIONAL - OHIO, INC.

THE UNDERSIGNED, being the sole shareholder of Hayes Lemmerz
International - Ohio, Inc., an Ohio corporation (the "Company"), acting pursuant
to Section 1701.54 of the General Corporation Law of the State of Ohio, hereby
adopts the following resolutions with the same force and effect as if such
resolutions had been unanimously adopted at a duly convened meeting of the
shareholders of the Company and directs that this consent be filed with the
minutes of the proceedings of the shareholders of the Company:

Amendment to By-Laws

RESOLVED, that effective immediately, the first sentence of
Article II, Section 1 of the Company's Code of Regulations shall be
amended to state as follows:

"The number of directors of the Corporation, which shall not
be less than one (1) member nor more than five (5) members,
will be as determined from time to time by the shareholders."

Removal of Directors

RESOLVED, that Ranko Cucuz, Daniel M.Sandberg and William D.
Shovers are hereby removed from their positions as directors of the
Company.

Election of Director

RESOLVED, that the Board of Directors shall consist of one (1)
member.

RESOLVED, that Patrick B. Carey is hereby elected as the
Director of the Company until his successor is duly elected and
qualified.

IN WITNESS WHEREOF, the undersigned, being the sole shareholder of
Hayes Lemmerz International - Ohio, has executed this unanimous written consent
as of the 1st day of October, 2001.

HAYES LEMMERZ INTERNATIONAL, INC.

By: /s/ Daniel M. Sandberg
--------------------------------
Daniel M. Sandberg
Vice President

EXHIBIT 3.41

FILED
In the Office of the
Secretary of State of Texas

DEC 18 1985

Clork I-D
Corporations Section

ARTICLES OF INCORPORATION

RELIABLE TRANSPORTATION COMPONENTS, INC.

The undersigned natural person over the age of 21 years, acting as
incorporator of a corporation under the Texas Business Corporation Act, does
hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE ONE. The name of the corporation is:

RELIABLE TRANSPORTATION COMPONENTS, INC.

ARTICLE TWO. The period of its duration is perpetual.

ARTICLE THREE. The purposes for which the corporation is formed are:

To distribute or sell transportation products of all kinds and in any
manner and otherwise carry out any kind of operation necessary or incident to
the operation of the corporation.

To engage in and carry on any other business which may conveniently be
conducted in conjunction with any of the business of the corporation.

To acquire all or any part of the goodwill, rights, property and
business of any person, firm, association or corporation heretofore or hereafter
engaged in any business similar to any business which the corporation has the
power to conduct, and to hold, utilize, enjoy and in any manner dispose of the
whole or any part of the rights, property and business so acquired, and to
assume in connection therewith any liabilities to any such person, firm,
association or corporation.

To apply for, obtain, purchase or otherwise acquire, any patents,
copyrights, licenses, trademarks, trade names, rights, processes, formulas and
the like, which may seem capable of being used for any of the purposes of the
corporation; and to use, exercise, develop, grant licenses in respect of, sell
and otherwise turn to account, the same.

To carry out all or any part of the foregoing objects as principal,
factor, agent, contractor or otherwise, either alone or through or in
conjunction with any person, firm, association or corporation, and, in carrying
on its business and for the purposes of attaining or furthering any of its
objects and purposes, to make and perform any contracts and to do any acts and
things, and to exercise any powers suitable, convenient or proper for the
accomplishment of any of the objects and purposes herein enumerated or
incidental to the powers herein specified, or which at any time may appear
conducive to or expedient for the accomplishment of any of such objects and
purposes.

To carry out all or any part of the aforesaid objects and purposes, and
to conduct its business in all or any of its branches, in any or all states,
territories, districts and possessions of the United States of America and in
foreign countries; and to maintain offices and agencies in any or all states,
territories, districts and possessions of the United States of America and in
foreign countries.

The foregoing objects and purposes shall, except when otherwise
expressed, be in no way limited or restricted by reference to or inference
from the terms of any other clause of this or any other article of these
Articles of Incorporation or of any amendment thereto, and shall each be
regarded as independent and construed as powers, as well as objects and
purposes.

The corporation shall be authorized to exercise and enjoy all of the
powers, rights and privileges granted to, or conferred upon, corporations of a
similar character by the General Laws of the State of Texas now or hereafter in
force, and to transact any or all lawful business for which corporations may be
incorporated under the Texas Business Corporation Act, and the enumeration of
the foregoing powers shall not be deemed to exclude any powers, rights or
privileges so granted or conferred.

ARTICLE FOUR. The aggregate number of shares which the corporation
shall have the authority to issue is 1,000,000 shares, all of the same class,
which shall be classified as common stock with $1.00 par value.

ARTICLE FIVE. The corporation will not commence business until it has
received for the issuance of its shares consideration of the value of $1,000.00,
consisting of money, labor done or property actually received.

-2-

ARTICLE SIX. The street address of its initial registered office
is 2650 Royal Lane, Suite 208, Dallas, Texas and the name of its initial
registered agent at such address is John C. Arneson.

ARTICLE SEVEN. The number of Directors constituting the initial
Board of Directors is one, and the name and address of the person who is to
serve as Director until the first annual meeting of the shareholders or until
his successor is elected and qualified is:

Wally Lupoff 21031 Ventura Boulevard
Suite 704
Woodland Hills, CA 91364

ARTICLE EIGHT. The name and address of the incorporator is:

John C. Arneson 2650 Royal Lane, Suite 208
Dallas, Texas 75229

IN WITNESS WHEREOF, I have hereunto set my hand this 16th day of
December, 1985.
/s/ John C. Arneson
-----------------------------------
John C. Arneson

STATE OF TEXAS )

COUNTY OF DALLAS )

I, Linda K. Lewis, a Notary Public, do hereby certify that on the 16th
day of December, 1985, personally appeared before me JOHN C. ARNESON, who being
by me duly sworn, declared that he is the person who signed the foregoing
document as incorporator and that the statements therein contained are true.

/s/ Linda K. Lewis
-----------------------------------
Notary Public in and for the
State of Texas
Commission expires: 5/21/88

-3-

FILED
In the Office of the
Secretary: State of Texas

JAN 10,1986
clerk III X
Corporations Section

FILLING FEES: Office of the Secretary of State - $10.00
County Clerk's offices - 2.00

ASSUMED NAME CERTIFICATE
FOR AN INCORPORATED BUSINESS OR PROFESSION

1. The assumed name under which the business or professional service is or
is to conducted or rendered is RTC. INC,

2. The name of the incorporated business or profession as stated in its
Articles or Incorporation or comparable document is Reliable
Transportation Components, Inc and the charter number or certificate of
authority number, if any, is 778493-0.

3. The state, country, or other jurisdiction under the laws of which it
was incorporated is TEXAS, and the address of its registered or similar
office in that jurisdiction is 2650 Royal Lane, Suite 208 Dallas,
Texas.

4. The period, not to exceed ten years, during which the assumed name will
be used is 1/8/86 - 1/7/96.

5. The corporation is a (circle one) business corporation, non-profit
corporation, professional corporation, professional association or
other type of corporation (specify)_____________________________, or
other type of incorporated business, professional or other association
or legal entity (specify)_____________________________.

6. If the corporation is required to maintain a registered office in
Texas, the address of the registered office is 2650 Royal Ln, Ste, 208,
Dallas, Tx and the name of its registered agent at such address is John
C. Arneson. The address of the principal office (if not same as the
registered office) is 11350 Pagemill, Dallas, Tx, 75243.

7. If the corporation is not required to or does not maintain a registered
office in Texas, the office address in Texas is ______________________;
and if the corporation is not incorporated, organized or associated
under the laws of Texas, the address of its place of business in Texas
is__________________________ and the office address elsewhere is
_____________________________.

8. The county or counties where business or professional services are
being or are to be conducted or rendered under such assumed name are
(if applicable, use the designation "all" or "all except
________________"):

"ALL"

/s/ [ILLEGIBLE] President
---------------------------------------------
Signature of officer, representative
or attorney-in-fact of the corporation

Before me on this 8th day of January, 1986, personally appeared Harry
W. Will, III and acknowledged to me that he executed the foregoing
certificate for the purposes therein expressed.

/s/ Wanda J. Moore
---------------------------------------------
(Notary seal) Notary Public State of Texas

NOTE: A certificate executed and acknowledged
by an attorney-in-fact shall include a
statement that the attorney-in-fact has been
duly authorized in writing by his principal
to execute and acknowledge the same.

FILED
In the office of the
Secretary of State of Texas

JUN 11 1990
Corporations Section

STATEMENT OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT, OR BOTH,
BY A TEXAS DOMESTIC CORPORATION

1. The name of the corporation is RELIABLE TRANSPORTATION
COMPONENTS, INC.

2. The address, including street and number, of its present registered
office as shown in the records of the secretary of the state of Texas prior to
filing this statement is 2650 Royal Lane, Suite 208, Dallas, Texas 75229.

3. The address, including street and number, to which its
registered office is to be changed is 11480 Hillguard, Dallas, Texas 75243.

4. The name of its present registered agent, as shown in the
records of the Secretary of the State of Texas, prior to filing this statement,
is John C. Arneson.

5. The name of its new registered agent is Paul Page.

6. The address of its registered office and the address of the
business office of its registered agent, as changed, will be identical.

7. This change was authorized by its board of directors.

RELIABLE TRANSPORTATION
COMPONENTS, INC.

By: /s/ Paul Page
----------------------------------------
Name: Paul Page
Title: Vice President

FILED
In the office of the
Secretary of State of Texas

FEB 17 1998
Corporations Section

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
RELIABLE TRANSPORTATION COMPONENTS, INC.

Pursuant to the provisions of Art. 9.10 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:

ARTICLE ONE. The name of the corporation is RELIABLE TRANSPORTATION
COMPONENTS, INC,.

ARTICLE TWO. The following amendment to the Articles of Incorporation
was adopted by written consent of the shareholder on January 1, 1998 in
accordance with article 9.10 of the Texas Business Corporation Act, and any
written notice required by such article has been given.

Article One of the Articles of Incorporation is hereby amended so as to
read as follows:

ARTICLE ONE: The name of the corporation is HAYES LEMMERZ
INTERNATIONAL - TEXAS, INC,.

ARTICLE THREE. The holder of all of the 3,000 shares outstanding and
entitled to vote on said amendment has signed a consent in writing adopting said
amendment.

IN WITNESS WHEREOF, RELIABLE TRANSPORTATION COMPONENTS, INC. has
caused this Amendment to be signed in its name and on its behalf and attested on
this 16th day of February, 1998 by duly authorized officers of the Corporation.

RELIABLE TRANSPORTATION
COMPONENTS, INC.

By: /s/ William D. Shovers
----------------------------------------
Name: William D. Shovers
Title: Vice President - Finance

ATTEST:

By: /s/ Patrick B. Carey
---------------------------
Name: Patrick B. Carey
Title: Assistant Secretary

FILED
[THE STATE OF TEXAS LOGO] In the Office of the
Secretary of State of Texas
DEC 02 1998

[ILLEGIBLE]

ASSUMED NAME CERTIFICATE

1. The name of the corporation, limited liability company, limited partnership
or [ILLEGIBLE] limited liability partnership as stated in its articles of
incorporation, articles of organization, certificate of limited partnership,
application or comparable document is Hayes Lemmerz International - Texas,
Inc.

2. The assumed name under which the business or professional service
is or to be conducted or rendered is Reliable Transportation Components,
Inc.

3. The state, country, or other jurisdiction under the laws of which it was
incorporated, organized or associated is Texas, and the address of its
registered or similar office in that jurisdiction is 11480 Hillguard,
Dallas, TX 75243.

4. The period, not to exceed 10 years, during which the assumed name
will be used is 10.

5. The entity is a (circle one) business corporation, non-profit corporation,
professional corporation, professional association, limited liability
company, limited partnership, registered limited liability partnership or
some other type of incorporated business, professional or other association
(specify) Business Corporation

6. If the entity is required to maintain a registered office in Texas,
the address of the registered office is 11480 Hillguard, Dallas, TX 75243
and the name of its registered agent at such address is Paul Page
___________________________________________ The address of the principal
office (if not the same as the registered office) is_______________________

___________________________________________________________________________.

7. If the entity is not required to or does not maintain a registered office in
Texas, the office address in Texas is_______________________________________
and if the entity is not incorporated, organized or associated under the
laws of Texas, the address of its place of business in Texas is_____________
______________________and the office address elsewhere is___________________

____________________________________________________________________________.

8. The county or counties where business or professional services are being or
are to be conducted or rendered under such assumed name are (if applicable,
use the designation "ALL" or "ALL EXCEPT")

All.

(Certificate must be executed and notarized on the back of this form.)

(TEX. - 1228 - 9/20/94)

Hayes Lemmerz International - Texas, Inc.

/s/ [ILLEGIBLE]
----------------------------------------------
Signature of officer, general partner, manager,
representative or attorney-in-fact of the entity
Daniel M. Sandberg, Vice President

Before me on this 24th day of November, 1998, personally appeared Daniel M.
Sandberg and acknowledged to me that_____________ he executed the foregoing
certificate for the purposes therein expressed.

/s/ [ILLEGIBLE]
(Notary Seal) ----------------------------------------
Notary Public, State of Texas
EXPIRATION; INDEFINITE

INSTRUCTIONS FOR FILING ASSUMED NAME CERTIFICATE

1 A corporation, limited liability company, limited partnership or registered
limited liability partnership, which regularly conducts business or renders
a professional service in this state under a name other than the name
contained in its articles of incorporation, articles of organization,
certificate of limited partnership or application, must file an assumed name
certificate with the secretary of state and with the appropriate county
clerk in accordance with section 3611 of the Texas Business and Commerce
Code

2 The information provided in paragraph 6 as regards the registered agent and
registered office address in Texas must match the information on file in
this office. To verify the information on file with this office, you may
contact our corporate information unit at (512) 463-5555. Forms to change
the registered agent/office are available from this office should you
require to update this information.

3 A certificate executed and acknowledged by an attorney-in-fact shall include
a statement that the attorney-in-fact has been duly authorized in writing by
his principal to execute and acknowledge the same.

4 For purposes of filing with the secretary of state, the assumed name
registrant should submit an originally executed assumed name certificate
accompanied by the filing fee of $25 to the Secretary of State, Statutory
Filings Division, Corporation Section, P.O. Box 13697, Austin, Texas
78711-3697. The phone number is (512) 463-5582, TDD: (800) 735-2989, FAX:
(512) 463-5709.

5 All assumed name certificates to be filed with the county clerk must be
forwarded directly to the appropriate county clerk by the assumed name
registrant.

6 Whenever an event occurs that causes the information in the assumed name
certificate to become materially misleading (e.g. change of registered
agent/office or a change of name), a new certificate must be filed within 60
days after the occurrence of the events which necessitate the filing.

7 A registrant that ceases to transact business or render professional
services under an assumed name for which a certificate has been filed may
file an abandonment of use pursuant to the Texas Business and Commerce Code,
Section 36.14 Forms for this purpose are available from this office.

The Office of the Secretary of State does not discriminate on the basis of
race color, national origin, sex, religion, age or disability in
employment or the provisions of services.

[ILLEGIBLE]

3333 b. -

a. T Code - 13196 Do not write in the space above
TEXAS FRANCHISE TAX c. Taxpayer identification d. Report year
PUBLIC INFORMATION REPORT number
MUST be filed with your Corporation 1-75-2077258-7 2002
Franchise Tax Report
Corporation name and address e. PIR/IND [ ] 1,2,3,4
Secretary of State file number
HAYES LEMMERZ INTERNATIONAL - TEXAS INC or, if non.
15300 CENTENNAL DR Comptroller unchartered number
NORTHVILLE MI 48167-8687 g. -
Item k on Franchise
Tax Report form, Page 1 00778493-00 [7]

The following information MUST be provided for the Secretary of State (S.O.S) by
each corporation or limited liability company that files a Texas Corporation
Franchise Tax Report. The information will be available for public inspection.

"SECTION A" MUST BE COMPLETE AND ACCURATE.
If preprinted information is not correct, please type or print the correct
information. Please sign below!

o Blacken this circle completely if there are currently no changes to the
information preprinted in Sections A, B, and C of this report.
- --------------------------------------------------------------------------------
Corporation's principal office
15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- --------------------------------------------------------------------------------
Principal place of business
11480 HILLGUARD, DALLAS, TX 75243
- --------------------------------------------------------------------------------
SECTION A. Name, title and mailing address of each officer and director. Use
additional sheets, if necessary.

- -----------------------------------------------------------------------------------------------------------
NAME TITLE DIRECTOR Social Security No. (Optional)
BENTLEY, FRED PRESIDENT [ ] YES
- -----------------------------------------------------------------------------------------------------------
MAILING ADDRESS Expiration date(mm-dd-yyyy)
15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- -----------------------------------------------------------------------------------------------------------
NAME TITLE DIRECTOR Social Security No.(Optional)
HILTZ, KENNETH A. V. PRESIDENT [ ] YES
- -----------------------------------------------------------------------------------------------------------
MAILING ADDRESS Expiration date(mm-dd-yyyy)
15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- -----------------------------------------------------------------------------------------------------------
NAME TITLE DIRECTOR Social Security No. (Optional)
SANDBERG, DENIEL M. V. PRESIDENT [ ]YES
- -----------------------------------------------------------------------------------------------------------
MAILING ADDRESS Expiration date(mm-dd-yyyy)
15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- -----------------------------------------------------------------------------------------------------------
NAME TITLE DIRECTOR Social Security No. (Optional)
FINDLING, GARY L. TREASURER [ ] YES
- -----------------------------------------------------------------------------------------------------------
MAILING ADDRESS Expiration date(mm-dd-yyyy)
15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- -----------------------------------------------------------------------------------------------------------
NAME TITLE DIRECTOR Social Security No. (Optional)
JANKOWSKI, MARK W. ASST. TREASURER [ ] YES
- -----------------------------------------------------------------------------------------------------------
MAILING ADDRESS Expiration date(mm-dd-yyyy)
15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- -----------------------------------------------------------------------------------------------------------

SECTION B. List each corporation or limited liability company, if any, in which
this reporting corporation or limited liability company owns an
interest of ten percent(10%) or more. Enter the information
requested for each corporation. Use additional sheets, if necessary.

- ------------------------------------------------------------------------------------------------------------------------
Name of owned (subsidiary) corporation State of incorporation Texas S.O.S. file number Percentage interest

- ------------------------------------------------------------------------------------------------------------------------

SECTION C. List each corporation or limited liability company, if any, that
owns an interest of ten percent (10%) or more in this reporting
corporation or limited liability company. Enter the information
requested for each corporation or limited liability company. Use
additional sheets, if necessary.

- ------------------------------------------------------------------------------------------------------------------------
Name of owning (parent) corporation State of incorporation Texas S.O.S. file number Percentage interest

HAYES LEMMERZ INTERNATIONAL IN DE 100.00
- ------------------------------------------------------------------------------------------------------------------------

Registered agent and registered office currently on file. (Changes must be
filed separately with the Secretary of State)

Agent: PAUL PAGE
Office: 11480 HILLGUARD o Blacken this circle if you need
DALLAS, TX 75243 forms to change this information.

I declare that the information in this document and any attachments is true and
correct to the best of my knowledge and belief and that a copy of this report
has been mailed to each person named in this report who is an officer or
director and who is not currently employed by this corporation or limited
liability company or a related corporation.

- ------------------------------------------------------------------------------------------------------------------------
Sign Officer, director or other authorized person Title Date Daytime phone(Area code and number)

here - /s/ [ILLEGIBLE] ASST. TREASURER 5/2/02 (734) 737-5130
- ------------------------------------------------------------------------------------------------------------------------

SECTION A

ADDITIONAL DIRECTORS AND OFFICERS

NAME/ADDRESS TITLE DIRECTOR
- ------------ ----- --------

CAULEY, PATRICK C. ASST. SECRETARY NO
15300 CENTENNIAL DRIVE
NORTHVILLE. MI 48167

LARRY KARENKO YES
15300 CENTENNIAL DRIVE
NORTHVILLE. MI 48167

EXHIBIT 3.42

BYLAWS

CMI - TEXAS, INC.

ARTICLE I

OFFICES

1.01 The principal office of the Corporation in the State of Texas shall be
located in the City of El Paso, County of El Paso, Texas. The Corporation shall
have such other offices, either within or without the State of Texas, as the
Board of Directors may designate or as the business of the Corporation may
require from time to time.

ARTICLE II

SHAREHOLDERS MEETINGS

PLACE OF MEETINGS

2.01. All meetings of the Shareholders shall be held at the principal office
of the Corporation or any other place within or without the state as may be
designated for that purpose from time to time by the Board of Directors.

TIME OF ANNUAL MEETING

2.02. All annual meetings of the Stockholders shall be held each year at 9:00
a.m. on the third Wednesday following the end

of the Corporation's fiscal year. If this day falls on a legal holiday, the
annual meeting shall be held at the same time on the next following business day
thereafter.

NOTICE OF MEETINGS

2.03. Notices of meetings stating the place, day and hour of the meeting and
in case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given in writing to each Shareholder entitled to vote at the
meeting at least ten (10) but not more than fifty (50) days before the date of
the meeting, either personally or by mail or other means of written
communication, addressed to the stockholder at his address appearing on the
books or given notice by him to the Corporation for the purpose of such notice.
Notice of adjourned meetings is not necessary unless the meeting is adjourned
for thirty (30) days or more, in which case notice of the adjourned meeting
shall be given as in the case of any special meeting.

2.04. Special meetings of the Stockholders, for any purpose or purposes, may
be called at any time by the President or the Board of Directors, or by any one
or more Directors and shall be called by the Chairman of the Board of Directors
at the request of the holders of not less than ten percent (10%) of all the
outstanding shares of the Corporation entitled to vote at the meeting.

-2-

QUORUM

2.05. A majority of the voting shares constitutes a quorum for the
transaction of business. Business may be continued after withdrawal of enough
Shareholders to leave less than a quorum.

VOTING LISTS

2.06. The officer or agent having charge of the stock transfer books for
shares of the Corporation shall make a complete list of the Shareholders
entitled to vote at each meeting of shareholders or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each. Such list shall be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any Shareholder during the
whole time of the meeting for the purposes thereof.

VOTING

2.07. Only persons in whose names shares appear on the share records of the
Corporation on the date on which notice of the meeting is mailed shall be
entitled to vote at such meeting unless some other day is fixed by the Board of
Directors for the determination of Shareholders of record. Voting for the
election of Directors shall be by voice unless any Shareholder demands a ballot
vote before the voting begins.

-3-

PROXY

2.08. Every person entitled to vote or execute consents may do so either in
person or by written proxy executed in writing by the Shareholder or his duly
authorized attorney-in-fact.

CONSENT OF ABSENTEES

2.09. No defect in the calling or noticing of a Shareholders' meeting will
affect the validity of any action at the meeting if a quorum was present and if
each Shareholder not present in person or by proxy signs a written waiver of
notice, consent to the holding of a meeting, or approval of the minutes, either
before or after the meeting, and such waivers, consents, or approvals are filed
with the corporate records or made a part of the minutes of the meeting.

ACTION WITHOUT MEETING

2.10. Action may be taken by the Shareholders without a meeting if each
Shareholder entitled to vote signs a written consent of action, and such
consents are filed with the Secretary of the Corporation.

SHAREHOLDERS' DEADLOCK

2.11. If the Shareholders are so divided that the votes necessary for action
by the Shareholders cannot be obtained with the consequence that the business
and affairs of the Corporation

-4-

can no longer be conducted to the advantage of the Shareholders generally, a
provisional Shareholder or Shareholders shall be appointed to act only on the
deadlocked issue as follows: If the deadlocked Shareholders can agree on the
selection and appointment of an impartial person who is neither an employee nor
a creditor of the Corporation, such provisional Shareholder shall be appointed
and shall have all the rights and powers of a Shareholder who owns one share of
common stock of the Corporation, including the right to notice and to vote at
meetings of Shareholders. If the Shareholders cannot agree upon a single
provisional Shareholder, one provisional Shareholder shall be selected by each
side of the deadlocked shareholders, and a third provisional Shareholder shall
be selected by the first two provisional Shareholders chosen. All three
provisional Shareholders shall have all the rights and powers of a Shareholder
who owns one share of common stock of the Corporation. The decision of the
majority of the Shareholders (including the provisional Shareholder or
Shareholders, as the case may be) shall be binding on the nonprovisional
Shareholders who were deadlocked. The compensation of the provisional
Shareholder(s) is to be agreed to in advance, prior to assuming the position(s)
of provisional Shareholder(s), by the provisional Shareholder(s) and the
deadlocked Shareholders.

-5-

ARTICLE THREE

DIRECTORS

POWERS

3.01. The Directors shall act only as a board. All corporate powers of the
Corporation shall be exercised by, or under the authority of, and the business
and affairs of the Corporation shall be controlled by the Board of Directors,
subject, however, to such limitations as are imposed by law, the Articles of
Incorporation or these Bylaws, as to actions to be authorized or approved by the
Shareholders. The Board of Directors may, by contract or otherwise, given
general, or limited, or special power and authority to the officers and
employees of the Corporation to transact the general business, or any special
business, of the Corporation and may give powers of attorney to agents of the
Corporation to transact any special business requiring such authorization.

NUMBER AND QUALIFICATION OF DIRECTORS

3.02. The authorized number of Directors of the Corporation shall be not less
than one nor more than five. The Directors need not be Shareholders of the
Corporation or residents of Texas. Subject to foregoing, the actual number of
Directors holding office at any one time shall be determined by resolution of
the Board of Directors. No decrease in the number of

-6-

Directors shall have the effect of shortening the term of any incumbent
Director.

ELECTION AND TERM OF OFFICE

3.03. Directors shall be elected annually by the Shareholders entitled to
vote and shall hold office until their respective successors are elected or
until their death, resignation, or removal.

VACANCIES

3.04. Vacancies in the Board of Directors not caused by an increase in the
number of Directors may be filled by majority of the remaining Directors, though
less than a quorum or by a sole remaining Director. Any vacant directorship to
be filled by reason of an increase in the number of Directors shall be filled by
election at an annual meeting or at a special meeting of Shareholders called for
that purpose. The Shareholders may elect a Director at any time to fill any
vacancy not filled by the Directors.

REMOVAL OF DIRECTORS

3.05. The entire Board of Directors or any individual Director may be removed
from office with or without cause by vote of the holders of the majority of the
shares entitled to vote for Directors, at any regular or special meeting of such
shareholders.

-7-

PLACE OF MEETINGS

3.06. All meetings of the Board of Directors shall be held at the principal
office of the Corporation or at such place within or without the state as may be
designated from time to time by resolution of the Board or by written consent of
all the members of the Board.

REGULAR MEETINGS

3.07. Regular meetings of the Board of Directors shall be held without call
or notice immediately following each annual meeting of the Shareholders of this
Corporation and at such other times as the Directors may determine.

SPECIAL MEETINGS-CALL AND NOTICE

3.08. Special meetings of the Board of Directors for any purpose shall be
called at any time by the Chairman of the Board of Directors, or if he is absent
or unable or refuses to act, by the President, any Vice President or any two
Directors. Written notices of the special meetings stating the time and, in
general terms the purpose or purposes thereof, shall be mailed or telegraphed
or personally delivered to each Director not later than the day before the day
appointed for the meeting.

QUORUM

3.09. A majority of the authorized number of Directors shall be necessary to
constitute a quorum for the transaction of

-8-

business except to adjourn as hereinafter provided. Every act or decision done
or made by a majority of the Directors present shall be regarded as the act of
the Board of Directors unless a greater number be required by law or by the
Articles of Incorporation.

BOARD ACTION WITHOUT MEETING

3.10. Any action required or permitted to be taken by the Board of Directors
may be taken without a meeting and with the same force and effect as unanimous
vote of Directors, if all members of the Board shall individually or
collectively consent in writing to such action.

ADJOURNMENT-NOTICE

3.11. A quorum of the Directors may adjourn any Directors' meeting to meet
again at a stated day and hour. Notice of the time and place of holding an
adjourned meeting shall not be given to absent Directors if the time and place
is fixed at the meeting adjourned. In the absence of a quorum, a majority of the
Directors present at any Directors' meeting, either regular or special, may
adjourn from time to time until the time fixed for the next regular meeting of
the Board.

CONDUCT OF MEETINGS

3.12. The President or, in his absence, any Director selected by the
Directors present shall preside at the meetings of the

-9-

Board of Directors. The Secretary of the Corporation, or, in his absence, any
person appointed by the presiding officer, shall act as Secretary of the Board
of Directors.

COMPENSATION

3.13. Directors and members of committees may receive such compensation, if
any, for their services and such reimbursement for expenses as may be fixed or
determined by resolution of the Board.

DIRECTORS' DEADLOCK

3.14. If the Directors are so divided respecting the management of the
Corporation's business and affairs that the votes required for action by the
Board of Directors cannot be obtained with the consequence that the business and
affairs of the Corporation can no longer be conducted to the advantage of the
Shareholders generally, a provisional Director or Directors shall be appointed
to act only on the deadlocked issue as follows: If the deadlocked Directors can
agree on the selection and appointment of an impartial person who is not an
employee, Shareholder or a creditor of the Corporation such provisional Director
shall be appointed and shall have all of the rights and powers of a duly elected
Director of the Corporation including the right to notice of and to vote at
meetings of Directors. If the Directors cannot agree upon a single provisional
Director,

-10-

one provisional Director shall be selected by each side of the deadlocked
Directors, and a third provisional Director shall be selected by the first two
provisional Directors chosen. All three of the provisional Directors as provided
for herein shall have all of the rights and powers of a duly elected Director of
the Corporation. The decision of the majority of the Directors (including the
provisional Director or Directors, as the case may be) shall be binding on the
non-provisional Directors who were deadlocked. The compensation of the
provisional Director(s) is to be agreed to in advance, prior to assuming the
position(s) of provisional Director(s), by the provisional Director(s) and the
deadlocked Directors.

ARTICLE FOUR

OFFICERS

TITLE AND APPOINTMENT

4.01. The officers of the Corporation shall be a President, a Secretary, a
Treasurer, and such Vice-President, assistants and other officers as the Board
of Directors shall from time to time determine. All officers shall be elected by
and hold office at the pleasure of the Board of Directors which shall fix the
compensation and tenure of all officers.

-11-

PRESIDENT

4.02. The President shall be the principal executive officer of the
Corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
Corporation. The President shall preside at all meetings of the Shareholders and
of the Board of Directors. He may sign, with the Secretary or any other proper
officer of the Corporation authorized by the Board of Directors, certificates
for shares of the Corporation, any deeds, mortgages, bonds, contracts or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from time to time.

SECRETARY

4.03. The Secretary shall: (a) keep the minutes of the proceedings of the
Shareholders and of the Board of Directors in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the

-12-

corporate records and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents the execution of which on behalf of
the Corporation under its seal is duly authorized; (d) keep a register of the
postoffice address of each Shareholder which shall be furnished to the Secretary
by such Shareholder; (e) sign with the President, certificates for shares of the
Corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the Corporation; and (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.

TREASURER

4.04. The Treasurer shall: (a) have charge and custody of and be responsible
for all funds and securities of the Corporation; (b) receive and give receipts
for moneys due and payable to the Corporation from any source whatsoever, and
deposit all such moneys in the name of the Corporation in such banks, trust
companies or other depositaries as shall be selected in accordance with the
provisions of Artice V of these Bylaws; and (c) in general perform all of the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the President or by the Board of

-13-

Directors. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum determine.

SECRETARY AND VICE PRESIDENTS

4.05. In the absence or disablity of the President the Secretary shall
perform all the duties of the President, and when so acting shall have the
powers of, and be subject to all the restrictions on, the President. If so
chosen by the Board of Directors, the Vice Presidents shall have such powers and
perform such duties as from time to time may be prescribed for them respectively
by the Board of Directors or the Bylaws.

ARTICLE FIVE

EXECUTION OF INSTRUMENTS

SIGNATORIES

5.01. The Board of Directors may, in its discretion, determine the method and
designate the signatory officer or officers or other person or persons to
execute any Corporation instrument or to sign the corporate name without
limitation except where otherwise provided by law and such execution or
signature shall be binding upon the Corporation.

-14-

LOANS

5.02. No loans shall be contracted on behalf of the Corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.

ARTICLE SIX

ISSUANCE AND TRANSFER OF SHARES

CERTIFICATES FOR PAID AND UNPAID SHARES

6.01. Certificates for shares of the Corporation shall be issued only when
fully paid.

SHARE CERTIFICATES

6.02. The Corporation shall deliver certificates representing all shares to
which Shareholders are entitled which certificates shall be in such form and
device as the Board of Directors may provide. Each certificate shall bear upon
its face the statement that the Corporation is organized in Texas, the name in
which it is issued, the number and series, and the par value. The certificates
shall be signed by the President and the Secretary or an Assistant Secretary,
which signatures may be in facsimile if the certificates are to be countersigned
by a transfer agent or registered by registrar, and the seal of the Corporation

-15-

shall be affixed thereto. The certificates shall contain on the faces or backs
such recitiations or references as are required by law.

REPLACEMENT OF CERTIFICATES

6.03. No new certificates shall be issued until the former certificate for
the shares represented thereby shall have been surrendered and cancelled except
in the case of lost or destroyed certificates for which the Board of Directors
may order new certificates to be issued upon such terms, conditions, and
guarantees as the Board may see fit to impose, including the filing of
sufficient indemnity.

TRANSFER OF SHARES

6.04. Shares of the Corporation may be transferred by endorsement, by the
signature of the owner, his agent, attorney, or legal representative and the
delivery of the certificate. The transferee in any transfer of shares shall be
deemed to have full notice of and to consent to the Bylaws of the Corporation to
the same extent as if he had signed a written assent thereto.

ARTICLE SEVEN

RECORDS AND REPORTS

INSPECTION OF BOOKS AND RECORDS

7.01. All books and records provided for by statute shall be open to
inspection of the Shareholders from time to time and to

-16-

the extent expressly provided by statute or these Bylaws, and not otherwise. The
Directors may examine such books and records at all reasonable times.

CLOSING STOCK TRANSFER BOOKS

7.02. The Board of Directors, in their discretion, may close the transfer
books for a period not exceeding 50 days preceding any meeting, annual or
special, of the Shareholders or the day appointed for the payment of a dividend.

FISCAL YEAR

7.03. The fiscal year of the Corporation shall be designated by resolution of
the Board of Directors.

ARTICLE EIGHT

AMENDMENT OF BYLAWS

8.01. The power to alter, amend, or repeal these Bylaws is vested in the
Directors, subject to repeal or change by action of the Shareholders.

ARTICLE NINE

INDEMNIFICATION OF DIRECTORS AND OFFICERS

9.01. Each Director or officer of the Corporation, each former Director or
officer, and any person who serves or has served at

-17-

the request of the Corporation as a Director or officer of another corporation
in which the Corporation owned shares of the capital stock or of which it was a
creditor, shall be indemnified by the Corporation against any costs and expenses
which may be imposed upon or actually and necessarily incurred by him (and for
which he is not otherwise reimbursed), including the amount of any judgments or
fines, in connection with the defense of any action, suit or proceeding whether
criminal or civil, in which he may be named as a party by reason of his being or
having been such Director or officer, or by reason of any action alleged to have
been taken or omitted by him in either such capacity; provided, however, that
the Corporation shall not indemnify any such person against any costs or
expenses imposed upon or incurred by him in relation to matters as to which he
shall be finally adjudged to be liable for negligence or misconduct in the
performance of duty. In the event of a settlement of any such action, suit or
proceeding prior to final adjudication, or in the event of a settlement of any
claim made against any such person by reason of his being or having been such
Director or officer, such person shall be indemnified against any costs and
expenses actually incurred by him, including any amount paid to effect such
settlement, if the Corporation is advised by independent counsel selected or
approved by its Board of Directors that he acted without negligence or
misconduct in the performance of duty and that

-18-

such costs and expenses are not unreasonable. In the event of a criminal action,
suit or proceeding, a conviction or judgment (whether based on a plea of guilty
or nolo contendere or its equivalent, or after trial) shall not be deemed an
adjudication that such person is liable for negligence or misconduct in the
performance of duty if he acted in good faith in what he considered to be the
best interests of the Corporation or such other corporation and with no
reasonable cause to believe that the action was illegal.

9.02. The right of indemnification in this Article provided shall inure to
each person referred to in the first paragraph of this Article whether or not he
is such Director or officer at the time such costs or expenses are imposed or
incurred, and whether or not the claim asserted against him is based on matters
which antedate the adoption of these Bylaws; and in the event of his death or
incapacity shall extend to his legal representatives. Each person who shall act
as a Director or officer of the Corporation, or of any such other corporation at
the request of the Corporation, shall be deemed to be doing so in reliance upon
such right of indemnification; and such right shall not be exclusive of any
other right which he may have.

-19-

SIGNATURES AND ATTESTATION

The undersigned hereby certifies that the Bylaws were adopted by the
Board of Directors as of the 9th day of June, 1986.

/s/ W. Frank Suit
-----------------------------------
W. Frank Suit, Secretary

-20-

BY-LAWS

RELIABLE TRANSPORTATION COMPONENTS, INC.

ARTICLE I.

OFFICES

SECTION 1. The Registered Office of the corporation shall be at 2650
Royal Lane, Suite 208, Dallas County, Texas, and the name of the Registered
Agent of the corporation at such address is John C. Arneson.

SECTION 2. The corporation may also have offices at such other places
both within and without the State of Texas as the Board of Directors may from
time to time determine or the business of the corporation may require.

ARTICLE II.

MEETING OF SHAREHOLDERS

SECTION 1. All meetings of the shareholders for the election of
Directors shall be held at the office of the corporation in Dallas, Texas.
Meetings of shareholders for any other purpose may be held at such time and
place, within or without the State of Texas, as shall be stated in the notice of
the meeting or in a duly executed waiver of notice thereof.

SECTION 2. An annual meeting of the shareholders commencing with the
year 1987 shall be held on the 2nd Tuesday in January of each year if not a
legal holiday and if a legal holiday, then on the next secular day following, at
10:00 o'clock A.M., at which they shall elect a Board of Directors and transact
such other business as may be properly brought before the meeting.

SECTION 3. At least ten days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the

registered office of the corporation and shall be subject to inspection by any
shareholder at any time during usual business hours. Such list shall be produced
and kept open at the time and place of the meeting during the whole time thereof
and shall be subject to the inspection of any shareholder who may be present.

SECTION 4. Special meetings of the shareholders for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, or by these By-laws, may be called by the President, the Board of
Directors or the holders of not less than one-tenth of all the shares entitled
to vote at the meetings. Business transacted at all special meetings shall be
confined to the objects stated in the notice of the meeting.

SECTION 5. Written or printed notice stating the place, day and hour of
the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten nor more than
fifty days before the date of the meeting, either personally or by mail, by or
at the direction of the President, the Secretary or the officer or person
calling the meeting, to each shareholder of record entitled to vote at the
meeting.

SECTION 6. The holders of a majority of the shares issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise provided by
statute, by the Articles of Incorporation or by these By-laws. If, however, such
quorum shall not be present or represented at any meeting of the shareholders,
the shareholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified.

SECTION 7. When a quorum is present at any meeting, the vote of the
holders of a majority of the shares having voting power present in person or

represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Articles of Incorporation or of these By-laws, a different vote is required,
in which case such express provision shall govern and control the decision of
such question. The shareholders present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

SECTION 8. Each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of the
shareholders, except to the extent that the voting rights of the shareholders of
any class or classes are limited or denied by the Articles of Incorporation.

ARTICLE III.

DIRECTORS

SECTION 1. The business and affairs of the corporation shall be managed
by its Board of Directors who may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the Articles
of Incorporation or by these By-laws directed or required to be exercised or
done by the shareholders.

SECTION 2. The Board of Directors shall consist of two Directors, who
need not be a shareholder or a resident of the State of Texas. The Directors
shall be elected at the annual meeting of the shareholders, except as
hereinafter provided, and each Director elected shall hold office until his
successor shall be elected and shall qualify.

SECTION 3. Any Director may be removed either for or without cause, at
any special meeting of shareholders by the affirmative vote of a majority in
number of shares of the shareholders present in person or by proxy at such
meeting and entitled to vote for the election of such Director, if notice of the
intention to act upon such matter shall have been given in the notice calling
such meeting. If any vacancies occur in the Board of Directors whether by death,
resignation, retirement, disqualification or removal from office or otherwise, a
majority of the Directors then in office, though less than a quorum, may choose
a

successor or successors, or a successor or successors may be chosen at a special
meeting of shareholders called for that purpose; and each successor Director so
chosen shall be elected for the unexpired term of his predecessor in office. Any
directorship to be filled by reason of an increase in the number of Directors
shall be filled by election at an annual meeting of the shareholders or at a
special meeting of shareholders for that purpose.

MEETINGS OF THE BOARD OF DIRECTORS

SECTION 4. The Directors of the corporation may hold their meetings,
both regular and special, either within or without the State of Texas.

SECTION 5. The first meeting of each newly elected Board shall be held
without further notice immediately following the annual meeting of shareholders,
and at the same place, unless by unanimous consent of the Directors then elected
and serving such time or place shall be changed.

SECTION 6. Regular meetings of the Board of Directors may be held
without notice at such time and place as shall from time to time be determined
by the Board.

SECTION 7. Special meetings of the Board of Directors may be called by
the President on three days' notice to each Director, either personally or by
mail, or by telegram, or such special meetings may be called by the President or
Secretary in like manner and on like notice on the written request of the
Director. The business to be transacted at, or the purpose of, any special
meeting need be specified in a notice or waiver of notice except where expressly
provided by statute, the Articles of Incorporation or by these By-laws. By
appropriate Waiver of Notice, Directors may hold special meetings on the date of
execution of such Waiver.

SECTION 8. At all meetings of the Board of Directors the presence of a
majority of the Directors shall be necessary and sufficient to constitute a
quorum for the transaction of business and the act of a majority of the
Directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute or by the Articles of Incorporation

or by these By-laws. If a quorum is not present at any meeting of the Directors,
the Directors present thereat may adjourn the meeting from time to time, without
notice other than an announcement at the meeting, until a quorum shall be
present.

COMPENSATION OF DIRECTORS

SECTION 9. Directors, as such, shall not receive any stated salary for
their services, but by resolution of the Board a fixed sum and expenses of
attendance, if any, may be allowed for attendance at any regular or special
meeting of the Board; provided that nothing herein contained shall be construed
to preclude any Director from serving the corporation in any other capacity and
receiving compensation therefor.

ARTICLE IV.

NOTICES

SECTION 1. Whenever under the provisions of the statutes, or of the
Articles of Incorporation or of these By-laws, notice is required to be given to
any Director or shareholder, and no provision is made as to how such notice
shall be given, it shall be construed to mean personal notice, but any such
notice may be given in. writing, by mail, postage prepaid, addressed to such
Director or shareholders at such address as appears on the books of the
corporation. Any notice required or permitted to be given by mail shall be
deemed to be given at the time when the same shall be thus deposited in the
United States mail as aforesaid.

SECTION 2. A waiver in writing signed by the persons or person entitled
to receive a notice, whether before or after the time stated in such notice,
shall be deemed equivalent to the giving of such notice.

ARTICLE V.

OFFICERS

SECTION 1. The officers of the corporation shall be elected by the
Directors and shall be a President, a Vice President, a Treasurer and a
Secretary. The Board of Directors may also choose additional Vice Presidents and
one or more Assistant Secretaries and Assistant Treasurers. Any two or more
offices may be held by the same person, except that the offices of President and
Secretary shall not be held by the same person.

SECTION 2. The Board of Directors at its first meeting after each
annual meeting of the shareholders shall choose a President from its members,
and shall choose one or more Vice Presidents, a Secretary and a Treasurer, none
of whom need be a member of the Board.

SECTION 3. The Board of Directors may appoint such other officers and
agents as shall be deemed necessary, who shall be appointed for such terms and
shall exercise such powers and perform such duties as shall be determined from
time to time by the Board.

SECTION 4. The salaries of all officers and agents of the corporation
shall be fixed by resolution of the Board of Directors.

SECTION 5. Each officer of the corporation shall hold office until his
successor is chosen and qualified or until his death or until his resignation or
removal from office. An officer or agent elected or appointed by the Board of
Directors may be removed at any time by the affirmative vote of the majority of
the whole Board of Directors. If the office of any officer becomes vacant for
any reason, the vacancy may be filled by the Board of Directors.

THE PRESIDENT

SECTION 6. The President shall be chief executive officer of the
corporation; he shall preside at all meetings of the shareholders and shall have
general and active management of the business and affairs of the corporation,
shall see that all orders and resolutions of the Board are carried into effect,
and shall perform such other duties as the Board of Directors shall prescribe.

THE VICE PRESIDENT

SECTION 7. Each Vice President shall have such powers and perform such
duties as the Board of Directors may from time to time prescribe or as the
President may from time to time delegate to him.

SECRETARY AND ASSISTANT SECRETARIES

SECTION 8. The Secretary shall attend all sessions of the Board of
Directors and all meetings of the shareholders and record all votes and the
minutes of all proceedings in a book to be kept for that

purpose. He shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President,
under whose supervision he shall be. He shall keep in safe custody the seal of
the corporation, and when authorized by the Board, affix the same to any
instrument requiring it, and when so affixed, it shall be attested by his
signature or by the signature of the Treasurer or Assistant Secretary.

SECTION 9. Each Assistant Secretary shall have such powers and perform
such duties as the Board of Directors may from time to time prescribe or as the
President from time to time may delegate to him.

TREASURER AND ASSISTANT TREASURERS

SECTION 10. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate account of receipts and
disbursements of the corporation and shall deposit all monies and other valuable
effects in the name and to the credit of the corporation and in such
depositories as may be designated by the Board of Directors.

SECTION 11. He shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and Directors, at the regular
meetings of the Board, or whenever they may require it, an account of all his
transactions as Treasurer and of the financial condition of the corporation, and
shall perform such other duties as the Board of Directors may prescribe.

SECTION 12. The Treasurer shall give the corporation a bond in such
form, in such sum, and with such surety or sureties as shall be satisfactory to
the Board for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other property
of whatever kind in his possession or under his control belonging to the
corporation, if so required by the Board of Directors.

SECTION 13. Each Assistant Treasurer shall have such powers and perform
such duties as the Board of Directors may from time to time prescribe.

ARTICLE VI.

CERTIFICATES REPRESENTING SHARES

SECTION 1. Certificates in such form as may be determined by the Board
of Directors shall be delivered representing all shares to which shareholders
are entitled. Such certificates shall be consecutively numbered and shall be
entered in the books of the corporation as they are issued. Each certificate
shall state on the face thereof the holder's name, the number and class of
shares, and the par value of such shares, or a statement that such shares are
without par value. They shall be signed by the President or Vice President and
the Secretary or an Assistant Secretary and may be sealed with the seal of the
corporation or a facsimile thereof.

LOST CERTIFICATES

SECTION 2. The Board of Directors may direct a new certificate
representing shares to be issued in place of any certificate theretofore issued
by the corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing such issue the Board of Directors in its discretion
may as a condition precedent require that the owner of such lost or destroyed
certificate give the corporation a bond in such form, in such money and with
such surety or sureties as it may direct as indemnity against any claim that may
be made against the corporation with respect to the certificate alleged to have
been lost or destroyed.

TRANSFER OF SHARES

SECTION 3. Shares of stock shall be transferable only on the books of
the corporation by the holder thereof in person or by his duly authorized
attorney.

REGISTERED SHAREHOLDERS

SECTION 4. The corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such shares or share on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.

ARTICLE VII.

GENERAL PROVISIONS

DIVIDENDS

SECTION 1. Dividends upon the outstanding shares of the corporation,
subject to the provisions of the Articles of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting. Dividends
may be paid in cash, property or in shares of the corporation, subject to the
provisions of the statutes and the Articles of Incorporation.

CHECKS

SECTION 2. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

FISCAL YEAR

SECTION 3. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

SEAL

SECTION 4. The corporate seal shall have inscribed thereon the name of
the corporation and the year of its organization.

ARTICLE VIII.

AMENDMENTS

SECTION 1. These By-laws may be altered, amended or repealed at any
meeting of the shareholders at which a quorum is present or represented by the
affirmative vote of the holders of a majority of the shares present or
represented at such meeting and entitled to vote thereat, provided notice of the
proposed alteration, amendment or repeal be contained in the notice of such
meeting.

ADOPTED by the Board of Directors of the corporation this 4th day of
February 1986.

/s/ William Spoliansky
---------------------------
William Spoliansky
Secretary

EXHIBIT 3.43
- -------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- -------------------------------------------------------------------------------
(FOR BUREAU USE ONLY) Date Received
JUN 24 1986
FILED

JUL 7 1986

Administrator
MICHIGAN DEPT. OF COMMERCE
Corporation & Securities Bureau

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:

1. The present name of the corporation is:

CMI International, Inc.

2 The corporation identification number (CID)
assigned by the Bureau is: 0 4 5 - 1 5 5

3. All former names of the corporation are:
Cast Metal Industries, Inc.

4. The data of filing the original Articles of Incorporation was:
December 28, 1960

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

The name of the corporation is:

CMI International, Inc.

ARTICLE II

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, including but not
limited to, the manufacture and sale of metal components.

GOLD SEAL APPEARS ONLY ON ORIGINAL

ARTICLE III

The total authorized capital stock is:

Common shares 5,000,000 Par Value Per Share $ .10
1.
Preferred shares___________________________ Par Value Per Share $__________

and/or shares without par value as follows:

Common shares__________________________ Stated Value Per Share $__________
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:

Shareholders shall have no preemptive rights to subscribe for additional
shares.

ARTICLE IV

1. The address of the current registered office is:

28240 Grand River Farmington , Michigan 48024
---------------------------------------------- -------------
(Street Address) (City) (Zip Code)

2. The mailing address of the current registered office if different than
above:

, Michigan
------------------------------------------------ ------------
(P.O. Box) (City) (Zip Code)

3. The name of the current resident agent is: Ray H. Witt

ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)

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 shareholder to be affected by the proposed
compromise or arrangement of 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 or shareholders and also on this corporation.

GOLD SEAL APPEARS ONLY ON ORIGINAL

ARTICLE VI (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 a consent in writing, setting forth the action so taken, is
signed by the holdes 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.

ARTICLE VII (ADDITIONAL PROVISIONS, IF ANY, MAY BE INSERTED HERE; ATTACH
ADDITIONAL PAGES IF NEEDED.)

5. These Restated Articles of Incorporation were duly adopted on the 13 day of
June, 1986, in accordance with the provisions of Section 642 of the Act.

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.

[X] 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.)

[ ] 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 13 day of June, 1986

By /s/ Ray H. Witt
---------------------------
(Signature)

Ray H. Witt, President
------------------------------
(Type or Print Name and Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

[ILLEGIBLE]
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.

David L. Tennent Telephone:
801 W. Big Beaver, #500 Area Code 313
Troy, MI 48084 Number 362-1300

INFORMATION AND INSTRUCTIONS

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 corportion'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
authrorized 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

[ILLEGIBLE] 873D#3337 0608 DRG&FI $10.00
- -------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- -------------------------------------------------------------------------------
(FOR BUREAU USE ONLY) Date Received
JUN 8 1987
FILED

JUN 22 1987

Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau

RESTATED
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC CORPORATIONS

(Please read instructions and Paperwork Reduction Act notice on last page)

Pursuant to the provisions of Act 284, Public Acts of 1972, as amended
(profit corporations), or Act 162, Public Acts of 1982, as amended (nonprofit
corporations), the undersigned corporation executes the following Certificate:

1. The present name of the corporation is: CMI INTERNATIONAL, INC.

2. The corporation identification number (CID) assigned by
the Bureau is: 0 4 5 - 1 5 5

3. The location of its registered office is:

28240 Grand River Farmington 48024
----------------------------------------------, Michigan ------------------
(Street Address) (City) (ZIP code)

4. Article VII of the Restated Articles of Incorporation is hereby amended to
read as follows:

A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for a breach of the
director's fiduciary duty. However, this provision does not eliminate or
limit the liability of a director for any of the following reasons:

(i) A breach of the director's duty of loyalty to the Corporation or
its shareholders.

(ii) Acts or omissions not in good faith or that involve intentional
misconduct or knowing violation of the law.

(iii) A violation of Section 551(1) of the Michigan Business
Corporation Act.

(iv) A transaction from which the director derived an improper
personal benefit.

(v) An act or omission occurring before the filing of this
Certificate of Amendment.

GOLD SEAL APPEARS ONLY ON ORIGINAL

5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
OR TRUSTEES: OTHERWISE, COMPLETE SECTION (b)

a. [ ] 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 incorporator(s)
before the first meeting of the board of directors or trustees.
Signed this_____ day of_________________________________________, 19_______

_________________________________ __________________________________

(Signatures of all incorporators: type or print name under each signature)

b. [X] The foregoing amendment to the Articles of Incorporation was duly
adopted on the 20th day of, May, 1987. The amendment: (check one of the
following)

[X] was duly adopted in accordance with Section 611(2) of the Act by
the vote of the shareholders if a profit corporation, or by the
vote of the shareholders or members if a nonprofit corporation, or
by the vote of the directors if a nonprofit corporation organized
on a nonstock directorship basis. The necessary votes were cast
in favor of this amendment.

[ ] was duly adopted by the written consent of all the directors
pursuant to Section 525 of the Act and the corporation is a
nonprofit corporation organized on a nonstock directorship basis.

[ ] was duly adopted by the 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.
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.)

[ ] was duly adopted by the written consent of all the shareholders or
members entitled to vote in accordance with Section 407(3) of the
Act.

Signed this 20th day of May, 1987

By /s/ RICHARD A. NAWROCKI
-----------------------------------------
(Signature)

RICHARD A. NAWROCKI Vice President-Finance
----------------------------------------------
(Type of Print Name) (Type or Print Title)

C&6-515 (REV. 11-85)

DOCUMENT WILL BE RETURNED TO NAME MAILING ADDRESS Name of person or
INDICATED IN THE BOX BELOW. Include name, street organization
and number (or P.O. box), city, state and ZIP code. remitting fees:

__________________________

David L. Tennent Preparer's name and
801 W. Big Beaver Rd, Ste. 500 business telephone number:
Troy, MI 48084
David L. Tennent

(313 ) 362-1300

INFORMATION AND INSTRUCTIONS

1. This form is issued under the authority of Act 284, P.A. of 1972, as
amended, and Act 162, P. A. of 1982, as amended. The amendment cannot be
filed until this form, or a comparable document,is submitted.

2. 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.

3. This document is to be used pursuant to the provisions of section 631 of
the Act for the purpose of amending the articles of incorporation of a
domestic profit or nonprofit corporation. Do not use this form for restated
articles. A nonprofit corporation is one incorporated to carry out any
lawful purpose or purposes not involving pecuniary profit or gain for its
directors, officers, shareholders, or members. A nonprofit corporation
organized on a nonstock directorship basis, as authorized by Section 302 of
the Act, may or may not have members, but if it has members, the members
are not entitled to vote.

4. Item 2 -- Enter the identification number previously assigned by the
Bureau. If this number is unknown, leave it blank.

5. Item 4 -- The entire article being amended must be set forth in its
entirety. However, if the article being amended is divided into separately
identifiable sections, only the sections being amended need be included.

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 amendment is adopted before the first meeting of the board of
directors, item 5(a) must be completed and signed in ink by all of the
incorporators listed in Article V of the Articles of Incorporation. If the
amendment is otherwise adopted, item 5(b) must be completed and signed in
ink by the president, vice-president, chairperson, or vice-chairperson of
the corporation.

8. FEES: Filing fee (Make remittance payable to State of Michigan)
............ $10.00 Franchise fee for profit corporations (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

NOTE: THE FOLLOWING ANNUAL REPORT HAS BEEN INCLUDED WITHIN THE RECORD
FOR THIS CORPORATION DUE TO THE FILING OF A CHANGE OF REGISTERED
OFFICE AND/OR RESIDENT AGENT ON THE ANNUAL REPORT. THE PRESENCE OF
THIS REPORT IN NO WAY IMPLIES THAT THE REPORT ITSELF, OTHER THAN THE
INFORMATION RELATED TO THE CHANGE OF REGISTERED OFFICE AND/OR RESIDENT
AGENT, HAS BEEN ACCEPTED BY THE CORPORATION AND SECURITIES BUREAU.

GOLD SEAL APPEARS ONLY ON ORIGINAL

CAS 2900(DEV 10-87)
MICHIGAN DEPARTMENT
OF COMMERCE
FOR BUREAU USE ONLY

1988 MICHIGAN ANNUAL REPORT - PROFIT CORPORATIONS
(Please read Instructions before completing form)

This report shall be filed by all profit corporations before May 16, 1988
showing the corporate condition at the close of business on December 31 or
upon the date of the close of the latest fiscal year next preceding the
time for filing. The report is required in accordance with the provisions
of Section 911, Act 284, Public Acts of 1972, as amended. Penalties may be
assessed under the Act for failure to file.

- --------------------------------------------------------------------------------
This Report Must Report of Condition on Insert
be Filed before May 16, 1988 December 31, 1987 or 05/31/1987 Corporation
Number 045155
- --------------------------------------------------------------------------------

1. Corporate Name
- --------------------------------------------------------------------------------

CMI INTERNATIONAL 7
30333 SOUTHFIELD ROAD 8
SOUTHFIELD, MI 48076 9

- --------------------------------------------------------------------------------
2. Resident Age - do not after 4. Federal Employee No. 5. Term of Existence
preprinted information in the
item or item 3.

RAY H. WITT 38--1650061 12/28/1990
- --------------------------------------------------------------------------------
3. Registered Office Address 8. Incorporation Date 7. State of Incorporation

in Michigan-No., Street, 12/28/1960 MI
City, Zip -------------------------------------------------

28240 GRAND RIVER 8. Date of Admittance 9. Act Under Which
FARMINGTON, 48024 (Foreign Corp.) Incorporated (if other
than 1931, P.A. 327 or
1972, P.A. 284)

- --------------------------------------------------------------------------------

10. (DOMESTIC CORPORATIONS ONLY) COMPLETE THIS SECTION ONLY IF THE RESIDENT
AGENT IN ITEM 2 OR THE REGISTERED OFFICE IN ITEM 3 HAS CHANGED

a. The name of the successor resident agent is: ________________________________

b. The address of the registered office is changed to:

30333 SOUTHFIELD ROAD SOUTHFIELD , Michigan 48076
--------------------- ---------- ----------
(Street Address) (City) (Zip Code)

c. The mailing address of the registered office if different than above is:

, Michigan
-------------------------------------------- ----------
(Address) (City) (Zip Code)

ADD $5.00 TO THE $15.00 ANNUAL REPORT FIELD BY DEPARTMENT JUN 8 '88
FILING FEE IF THIS SECTION IS COMPLETED

11. Principal business office, and, if different, principal place of business in
Michigan: Principal Office = SOUTHFIELD MI Principal Place =

12. Nature and type of business in which corporation is engaged: SALES, DESIGN
& POURING OF METAL CASTINGS

13. a. Name of parent corporation: N/A

b. List any subsidiary corporations: (See Attached Schedule For Subsidiary
Corporations)

14. Corporate Stock Report - Total Authorized Capital Stock (Not merely
outstanding)

- ------------------------------------------------------------------------------------------------------------
a. Share with No. of Shares Authorized Par-Value Total Authorized Amount Amount
Par Value With Par-Value Per Share Capital Subscribed Paid-in
- ------------------------------------------------------------------------------------------------------------

COMMON 500000 $1.000 $500000 $0 $287522

- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------
b. Shares Without No. of Shares Authorized Shared Value No. of Shares Amount Amount
Par Value Without Par-Value Par Share Subscribed or Issued Subscribed Paid-in

- ------------------------------------------------------------------------------------------------------------

0608 1988 3108 0513 MAY 16 1988

GOLD SEAL APPEARS ONLY ON ORIGINAL

15. The following is a statement of assets and liabilities as shown by the books
of the corporation on December 31, 1987 or 05/31/1987 (close of fiscal year
next preceding May 15, 1988) listed separately as to property within and
without Michigan. The balance sheet of a Michigan Corporation must be the
same balance sheet as furnished to shareholders.

WITHIN WITHOUT
ASSETS TOTAL MICHIGAN MICHIGAN LIABILITIES AND EQUITY
------ ----- -------- -------- ----------------------

Cash............................ 75755 75755 0 Notes and Accts Payable, Trade............ 10702
-------- -------- ---- --------
Notes and Accts Receivable...... 1444106 1444106 0 Notes and Accts Payable, Other............ 27851840
-------- -------- ---- --------
Inventories..................... 0 0 0 Accrued Expenses......................... 532630
-------- -------- ---- --------
Prepaid Expenses................ 77189 77189 0 Long Term Indebtedness.................... 4952189
-------- -------- ---- --------
Non-current Notes and Reserves and Contigent
Accounts Receivable.......... 0 0 0 Liabilities
-------- -------- ----
Land............................ 1047625 1047625 0 Deferred income Tax.................... 102000
-------- -------- ---- --------
Depreciable Assets .......................................... 0
--------
Machinery & Equipment........ 292000 292000 0 .......................................... 0
-------- -------- ---- --------
Furniture and Fixtures....... 64699 64699 0 .......................................... 0
-------- -------- ---- --------
Buildings.................... 1008566 1008566 0 Stockholders Equity
-------- -------- ----
Other........................ 0 0 0 Common Stock (par value)............... 287522
-------- -------- ---- --------
TRANS. EQUIP.................. 203038 203038 0 Preferred Stock (par value)............ 0
-------- -------- ---- --------
............................. 0 0 0 No Par Value Stock
-------- -------- ---- (stated value)....................... 0
Less Depreciation............ 218099 218099 0 --------
-------- -------- ---- Additional Paid-in Capital............. 393780
--------
Net Depreciable Assets....... 1350204 1350204 0 Retained Earnings (deficit)............ 15293072
-------- -------- ---- --------
Investments Other.................................. 0
Investments in Subsidiaries.. 5087099 5087099 0 --------
-------- -------- ---- Total Stockholders Equity 15030572
Other Investments............ 433183 433183 0 --------
-------- -------- ----
Other Assets.................... 38964772 38964772
-------- -------- ----
TOTAL ASSETS 48479933 48479933 0 TOTAL LIABILITIES & EQUITY 48479933

16. Corporate Officers and Directors

OFFICE NAME, STREET & NUMBER, CITY, STATE & ZIP CODE
- -----------------------------------------------------------------------------------------

President RAY H. WITT
30333 SOUTHFIELD ROAD, SOUTHFIELD, MI 48076
- -----------------------------------------------------------------------------------------
Secretary W. FRANK SUIT
It 30333 SOUTHFIELD ROAD, SOUTHFIELD, MI 48076
------------------------------------------------------------------
Different Treasure
------------------------------------------------------------------
than Vice-President RICHARD A. NAWROCKI
President 30333 SOUTHFIELD ROAD, SOUTHFIELD, MI 48076
- -----------------------------------------------------------------------------------------
Director ROLAND P. JONES, VICE-PRESIDENT
30333 SOUTHFIELD ROAD, SOUTHFIELD, MI 48076
------------------------------------------------------------------
It
Director
Different ------------------------------------------------------------------
Director
than ------------------------------------------------------------------
Director
Officers ------------------------------------------------------------------
Director
------------------------------------------------------------------
Director

17. Is 51% or more of this corporation owned and controlled by woman/women?
[ ] Yes [X] No
(A response to this question is voluntary and will be used for
statistical purposes only).

18. The corporation states that the address of its registered office and the
address of the business office of its resident agent are identical. Any
changes were authorized by resolution duly adopted by its board of
directors. After filing, this report is open to reasonable inspection by
the public pursuant to Section 915, Act 284, Public Acts of 1972,
as amended.

Filing Fee $15.00 (without change Signed this 13th day of MAY, 1988.

of agent or registered office) By /s/ [W. FRANK SUIT]

Filing Fee $20.00 (without change ------------------------------------------
of agent or registered office in (Signature of Authorized Officer or Agent)
item 10)

MAKE REMITTANCE PAYABLE TO: "STATE W. FRANK SUIT, SECRETARY
OF MICHIGAN" ------------------------------------------

RETURN TO: (Type or Print Name and Title)

DEPARTMENT OF COMMERCE
CORPORATION AND SECURITIES BUREAU * If item 10 has been completed, this
CORPORATION DIVISION report must be signed by the president,
6546 MERCANTILE WAY vice-president, chairperson,
P.O. BOX 30057 0608 1988 3108 0514 vice-chairperson, secretary or
LANSING, MICHIGAN 42909 assistant secretary of the corporation.

GOLD SEAL APPEARS ONLY ON ORIGINAL

C&6-515 (REV. 5-87) 923D#3515 0205 DRG&FI $10.00

MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU

(FOR BUREAU USE ONLY) FIELD Date Received

FEB 05 1992
FEB 18 1992 924E#2243 0219 ORG&FI $1502.50

Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau

CERTIFICATE OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC CORPORATIONS

(Please read instructions and Paperwork Reduction Act notice on last page)

1. The present name of the corporation is: CMI INTERNATIONAL, INC.

2. The corporation identification number
(CID) assigned by the Bureau is: 045-155

3. The location of its registered office is:

30333 Southfield Road Southfield , Michigan 48076
--------------------- ---------- ----------
(Street Address) (City) (ZIP Code)

4. Article III of the Restated Articles of Incorporation is hereby amended
to read as follows:

The total authorized capital stock is:

1. Common Shares: 3,000,000 Par Value Per Share $.10

2. Non-Voting Common Shares: 3,000,000 Par Value Per Share $.10

3. A Statement of all or any of the relative rights, preferences and
limitations of the shares of such class is as follows:

The Non-Voting Common Shares are identical to Common Shares
in every respect expect Non-Voting Common Shares do not have
voting privileges for any purpose whatsoever.

Shareholders shall have no preemptive rights to subscribe
for additional shares

GOLD SEAL APPEARS ONLY ON ORIGINAL

5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b)

a. [ ] 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 incorporator(s)
before the first meeting of the board of directors or trustees.
Signed this_______________ day of_____________________________ , 19______

_________________________________ ______________________________________

_________________________________ ______________________________________
(signatures of all incorporators; type or print name under each signature)

b. [X] The foregoing amendment to the Articles of Incorporation was duly adopted
on the 30th day of, January , 1992. The amendment: (check one of the
following)

[X] was duly adopted in accordance with Section 611(2) of the Act by the
vote of the shareholders if a profit corporation, or by the vote of
the shareholders or members if a nonprofit corporation, or by the vote
of the directors if a nonprofit corporation organized on a nonstock
directorship basis. The necessary votes were cast in favor of the
amendment.

[ ] was duly adopted by the written consent of all the directors pursuant
to Section 525 of the Act and the corporation is a nonprofit
corporation organized on a nonstock directorship basis.

[ ] was duly adopted by the 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. 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.)

[ ] was duly adopted by the written consent of all the shareholders or
members entitled to vote in accordance with Section 407(3) of the Act.

Signed this 30 day of Jannuary, 1992

By /s/ RICHARD A. NAWROCKI
-----------------------------------------------
(Signature)

RICHARD A. NAWROCKI, Vice President-Finance
--------------------------------------------------
(Type or Print Name) (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

DOCUMENT WILL BE RETURNED TO NAME AND MAILING Name of person or organization
ADDRESS INDICATED IN THE BOX BELOW. Include remitting fees:
name, street and number (or P.O. box), city,
state and ZIP code. Dean & Fulkerson

Dean & Fulkerson ______________________________
801 W. Big Beaver Rd. Ste. 500 Preparer's name and business
Troy, MI 48084 telephone number:

David L. Tennent

(313) 362-1300

INFORMATION AND INSTRUCTIONS

1. The amendment cannot be filed until this form, or a comparable document, is
submitted.

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.

3. This document is to be used pursuant to the provisions of section 631 of the
Act for the purpose of amending the articles of incorporation of a domestic
profit or nonprofit corporation. Do not use this form for restated articles.
A nonprofit corporation is one incorporated to carry out any lawful purpose
or purposes not involving pecuniary profit or gain for its directors,
officers, shareholders, or members. A nonprofit corporation organized on a
nonstock directorship basis, as authorized by Section 302 of the Act, may or
may not have members, but if it has members, the members are not entitled to
vote.

4. Item 2 -- Enter the identification number previously assigned by the Bureau.
If this number is unknown, leave it blank.

5. Item 4 -- The article being amended must be set forth in its entirety.
However, if the article being amended is divided into separately
identifiable sections, only the sections being amended need be included.

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.

8. FEES: Filing fee (Make remittance payable to State of Michigan).............
$10.00 Franchise fee for profit corporations (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
6546 Mercantile Way
Lansing, MI 48909
Telephone: (517) 334-6302

GOLD SEAL APPEARS ONLY ON ORIGINAL

CORPORATION INFORMATION UPDATE
(formerly Annual Report)
1998

[ ] To certify there are no changes from your previous FILING FEE: $15.00
filing check this box and skip to Item 6.

- --------------------------------------------------------------------------------
FOR BUREAU USE ONLY
- --------------------------------------------------------------------------------
045155 THE OFFICE IS LOCATED AT: RETURN TO:
6546 MERCANTILE WAY MICHIGAN DEPARTMENT OF
LANSING MI 48910 CONSUMER AND INDUSTRY
IDENTIFICATION NUMBER (517) 334-6300 SERVICES CORPORATION,
SECURITIES AND LAND
DEVELOPMENT BUREAU
P.O. BOX 30057
LANSING MI 48909-7557
- --------------------------------------------------------------------------------
Corporate Name and Mailing Address
CMI INTERNATIONAL, INC.
30333 SOUTHFIELD RD.
SOUTHFIELD MI 48076
FILED BY DEPARTMENT JUN 22 1998
- --------------------------------------------------------------------------------
Registered Office Address in Michigan - NO., STREET, CITY, ZIP Resident Agent
30333 SOUTHFIELD RD. RAY H. WITT
SOUTHFIELD 48076
- --------------------------------------------------------------------------------

IF THERE ARE CHANGES FROM YOUR PREVIOUS FILING, YOU MUST COMPLETE ITEMS 1
THROUGH 6.

1. Mailing address of registered office 2. Resident Agent if different
if different that preprinted information than above
above
Richard A. Nawrocki
- --------------------------------------------------------------------------------
3. Address of registered office if different than preprinted information above
- NO., STREET, CITY, ZIP

4. Describe the general nature and kind of business in which the corporation is
engaged:

- ----------------------------------------------------------------------------------------------------
5. NAME BUSINESS OR RESIDENCE ADDRESS
- ----------------------------------------------------------------------------------------------------

President
Richard A. Nawrocki 30333 Southfield Rd. Southfield, Mi 48076
---------------------------------------------------------------------------------------
Vice President
Robert Fiolek Renee Weinman 30333 Southfield Rd. Southfield, Mi 48076
If ---------------------------------------------------------------------------------------
different Secretary
than Larry D. Schwentor 30333 Southfield Rd. Southfield, Mi 48076
President ---------------------------------------------------------------------------------------
Treasurer
Renee Weinman 30333 Southfield Rd. Southfield, Mi 48076

---------------------------------------------------------------------------------------
If Director
different Ray H. Witt 30333 Southfield Rd. Southfield, MI 48076
than ---------------------------------------------------------------------------------------
Officers Director
Robert Herr 30333 Southfield Rd. Southfield, MI 48076
---------------------------------------------------------------------------------------
Director
Gary Ruff 30333 Southfield Rd. Southfield, MI 48076
- ----------------------------------------------------------------------------------------------------

If space is insufficient, you may include additional pages. PLEASE DO NOT STAPLE
ADDITIONAL PAGES TO THIS REPORT.

ENCLOSE $15.00 MADE PAYABLE TO THE STATE OF MICHIGAN. THIS REPORT MUST BE FILED
ON OR BEFORE MAY 15

6. Signature of an authorized officer Title Date
or agent of the corporation Secretary 5/11/98

[ILLEGIBLE]

Required by Section 911, Act 284, Public Acts of 1972, as amended. Failure to
file this report may result in the dissolution of the corporation.

MAY 14 1998

GOLD SEAL APPEARS ONLY ON ORIGINAL

199898 MICHIGAN ANNUAL REPORT - LIST OF SUBSIDIARY CORPORATIONS

NAME OF CORPORATION CMI INTERNATIONAL, INC.
-------------------------------------------------------------
CID # 045155
- ------------------------------------------------------- -------------------

SUBSIDIARY CORPORATIONS:

CMI-CAST PARTS, INC. PROCESS CONTROL AUTOMATION, INC.
- --------------------------------------------------------------------------------

CMI-COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------

CMI-COMPETITIVE SOLUTIONS, INC. CMI-VENTURES, INC.
- --------------------------------------------------------------------------------

CMI-DEARBORN, INC. CMI-NORWAY, INC.
- --------------------------------------------------------------------------------

CMI-DYNAMICS, INC. CMI-TECH CAST, INC.
- --------------------------------------------------------------------------------

CMI-EQUIPMENT & ENGINEERING, INC. CMI-ENTERPRISES, INC.
- --------------------------------------------------------------------------------

-CMI-SCHNEIBLE COMPANY
- --------------------------------------------------------------------------------

-SUMMERFIELD REALTY CORPORATION
- --------------------------------------------------------------------------------

CMI-HEALTH & TENNIS CLUB, INC.
- --------------------------------------------------------------------------------

CMI-MANAGEMENT SERVICES, INC.
- --------------------------------------------------------------------------------

CMI-NOREN, INC.
- --------------------------------------------------------------------------------

CMI-POLYMERS, INC.
- --------------------------------------------------------------------------------

CMI-PRECISION MOLD, INC.
- --------------------------------------------------------------------------------

CMI-TRANSPORTATION, INC.
- --------------------------------------------------------------------------------

CMI-SERVICES, INC.
- --------------------------------------------------------------------------------

CMI-SOUTHFIELD, INC.
- --------------------------------------------------------------------------------

CMI-TECH CENTER, INC.
- --------------------------------------------------------------------------------

-T C REALTY, INC.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
[ILLEGIBLE] [ILLEGIBLE]

GOLD SEAL APPEARS ONLY ON ORIGINAL

FEB 04 1999
- ----------------------------------------------

Due to administrative correction FILED
file date changed from 2/4/99
to 2/3/99. LZ 5-12-99 FEB 03 1999
- ----------------------------------------------
Name
Daniel M. Sandberg
- ----------------------------------------------
Address Administrator
38481 Huron River Drive [ILLEGIBLE]
- ----------------------------------------------
City State Zip Code
Romulus MI 48174 EFFECTIVE DATE
- ----------------------------------------------
- - Document will be returned to the name and address you enter above -

CERTIFICATE OF MERGER / CONSOLIDATION
FOR USE BY DOMESTIC PROFIT AND/OR NONPROFIT CORPORATIONS
(Please read information and instructions on the last page)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), and/or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporations execute the following certificate.

1. THE PLAN OF MERGER (CONSOLIDATION) IS AS FOLLOWS:

a. The name of each constituent corporation and its identification number is:

CMI International, Inc. 045-155
- --------------------------------------------------------------------------------

HL-CMI Holding Co. 030-58A
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

b. The name of the surviving (new) corporation and its identification number
is:

CMI International, Inc. 045-155
- --------------------------------------------------------------------------------

c. For each constituent stock corporation, state:

Designation and
number of outstanding Indicate class or Indicate class or
shares in each class series of shares series entitled
Name of corporation or series entitled to vote to vote as a class

CMI International, Inc. 2,471,356 Common Common None
- ----------------------- --------------------- ----------------- ------------------

2,392,790 Non-Voting
Common
- ----------------------- --------------------- ----------------- ------------------

- ----------------------- --------------------- ----------------- ------------------

HL-CMI Holding Co. 1,000 Common Common None
- ----------------------- --------------------- ----------------- ------------------

- ----------------------- --------------------- ----------------- ------------------

If the number of shares is subject to change prior to the effective date Of the
merger or consolidation, the manner in which the change may occur is as follows:

GOLD SEAL APPEARS ONLY ON ORIGINAL

2. (COMPLETE FOR ANY PROFIT CORPORATION ONLY)

a. The manner and basis of converting shares are as follows:

See Exhibit A attached.

b. The amendments to the Articles, or a restatement of the Articles, of the
surviving corporation to be effected by the merger are as follows:

The Articles of the surviving corporation are restated as attached.

c. The plan of merger will be furnished by the surviving profit corporation,
on request and without cost, to any shareholder of any constituent profit
corporation.

3. (COMPLETE FOR ANY NONPROFIT CORPORATION ONLY)

a) If it is organized on a membership basis, state (a) the name of the
corporation, (b) a description of its members, and (c) the number,
classification and voting rights of its members.

b) If it is organized on a directorship basis, state (a) the name of the
corporation, (b) a description of the organization of its board, and (c)
the number, classification and voting rights of its directors.

c) State the terms and conditions of the proposed merger or consolidation,
including the manner and basis of converting the shares of, or membership
or other interests in, each constituent corporation into shares, bonds,
or other securities of, or membership or other interest in, the surviving
or consolidated corporation, or into cash or other consideration.

d) If a consolidation, the Articles of Incorporation of the consolidated
corporation are attached to this Certificate and are incorporated herein.
If a merger, the amendments to the Articles, or a restatement of the
Articles, of the surviving corporation to be effected by the merger are as
follows:

e) Other provisions with respect to the merger (consolidation) are as
follows:

4. (COMPLETE FOR ANY FOREIGN CORPORATION ONLY)
This merger (consolidation) is permitted by the laws of the state of

the jurisdiction under which ________________________________________________
(name of foreign corporation)

is organized and the plan of merger (consolidation) was adopted and approved
by such corporation pursuant to and in accordance with the laws of that
jurisdiction.

5. (COMPLETE ONLY IF AN EFFECTIVE DATE IS DESIRED OTHER THAN THE DATE OF
FILING. THE DATE MUST BE NO MORE THAN 90 DAYS AFTER RECEIPT OF THIS DOCUMENT
IN THIS OFFICE.)

The merger (consolidation) shall be effective on the__________ day of
________________, 19 _________

GOLD SEAL APPEARS ONLY ON ORIGINAL

- --------------------------------------------------------------------------------
6. TO BE COMPLETED BY MICHIGAN PROFIT CORPORATIONS ONLY (Complete either part a
or b for each corporation.)

a) The plan of merger was approved by the unanimous consent of the
incorporators of _________________________________________________________
_________________________________ a Michigan corporation which has not
commenced business, has not issued any shares, and has not elected a Board
of Directors.

_______________________________________ _______________________________________
(Signature of Incorporator) (Signature of Incorporator)

b) The plan of merger was approved by

[ ] the Board of Directors of ___________________________________________,
the surviving Michigan corporation, without approval of the
shareholders in accordance with Section 701 of the Act.

[X] the Board of Directors and the shareholders of the following Michlgan
corporation(s) in accordance with Section 703a of the Act:

CMI International, Inc. HL - CMI Holding Co.
- --------------------------------------- ---------------------------------------
(Name of Corporation) (Name of Corporation)

By Richard A. Nawrocki By Daniel M. Sandberg
------------------------------------ ------------------------------------
(Signature of President, Vice- (Signature of President, Vice-
President, Chairperson or Vice- President, Chairperson or Vice-
Chairperson) Chairperson)

Richard A. Nawrocki, President Daniel M. Sandberg, Vice President
- --------------------------------------- ---------------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)

7. TO BE COMPLETED BY MICHIGAN NONPROFIT CORPORATIONS ONLY

The plan of merger or consolidation was approved by

[ ] the Borad of Directors and shareholders or members of the following Michigan
corporation(s) in accordance with Sections 701 and 703(1) and (2) of the
Act:

[ ] the Board of Directors of the following Michigan corporation(s) organized on
a directorship basis in accordance with Section 703(3) of the Act:

_______________________________________ _______________________________________
(Name of Corporation) (Name of Corporation)

BY ____________________________________ BY ____________________________________
(Signature of President, Vice- (Signature of President, Vice-
President, Chairperson or Vice- President, Chairperson or Vice-
Chairperson) Chairperson)

_______________________________________ _______________________________________
(Type or Print Name and Title) (Type or Print Name and Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

EXHIBIT A
TO
CERTIFICATE OF MERGER/CONSOLIDATION
FOR
CMI INTERNATIONAL, INC.
AND
HL - CMI HOLDING CO.

The manner and basis of converting the shares of each of the
constituent corporations is as follows:

1. Each share of HL - CMI Holding Co. issued and outstanding
immediately prior to the effectiveness of the merger shall, by virtue of the
merger and without any action on the part of the holder thereof, be converted
into one share of CMI International, Inc. ("CMI") and such shares shall continue
after the effectiveness of the merger.

2. Each share of CMI issued and outstanding immediately prior to
the effectiveness of the merger shall, by virtue of the merger and without any
action on the part of the holder thereof, be canceled in exchange for the right
to receive case in an amount equal to the (x) the sum of (A) $605,000,000 less
(B) the Funded Debt Amount (as defined below) immediately prior to the effective
time of the merger plus (C) cash and cash equivalents immediately prior to the
effective time of the merger and less (D) certain expenses of the merger,
divided by (y) the number of issued and outstanding shares at the effective time
of the merger.

"Funded Debt Amount" means, as of the data of determination, the
liabilities and obligations of CMI (on a consolidated basis) with respect to the
outstanding principal amount of all indebtedness for borrowed money plus accrued
interest thereof and all fees, expenses, prepayment penalties (but only to the
extent such prepayment penalty is required to be paid as a result of the merger
and pursuant to the terms of the relevant debt document) and other charges as of
such date (but not including the indebtedness of joint ventures of CMI and its
subsidiaries).

GOLD SEAL APPEARS ONLY ON ORIGINAL

RESTATED ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read information and instructions on last page)

Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:

1. The present name of the corporation is:
CMI International, Inc.

2. The identification number assigned by the Bureau is: 045-155

3. All former names of the corporation are:

Cast Metal Industries, Inc.

4. The date of filing the original Articles of Incorporation was: December 28,
1960

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

The name of the corporation is:

CMI International, Inc.

ARTICLE II

The purpose or purposes for which the corporation is formed are:

to engage in any activity within the purposes for which corporations may be
formed under the Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL

ARTICLE III

The total authorized shares:

Common Shares 60,000 Preferred shares -0-

A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:

ARTICLE IV

1. The address of the current registered office is:

38481 Huron River Drive Romulus , Michigan 48174
--------------------------------------------- -------------
(Street Address) (City) (Zip Code)

2. The mailing address of the current registered office if different than above:
, Michigan
--------------------------------------------- ---------------
(Street Address or P.O.Box) (City) (Zip Code)

3. The name of the current resident agent is: Daniel M. Sandberg

ARTICLE V (Optional, Delete if not applicable)

When a compromise or arrangement of 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. It 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.

ARTICLE VI (Optional, Delete if not applicable.)

Any action required or permitted by the Act to be taken at an annual or special
meeting or 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 consents 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.

GOLD SEAL APPEARS ONLY ON ORIGINAL

ATTACHMENT
TO
RESTATED ARTICLES OF INCORPORATION
OF
CMI INTERNATIONAL, INC.
CID # 045-155

ARTICLE VII

Each director of the Corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for the breach of the
director's fiduciary duty as a director; provided, however, this Article does
not eliminate or limit any liability a director may otherwise have for any of
the following:

(i) A breach of such director's duty of loyalty to the corporation or its
shareholders;

(ii) Acts or omissions not in good faith or that involve intentional
misconduct or knowing violation of law;

(iii) A violation of Section 551(1) of the Michigan Business Corporation Act;
or

(iv) A transaction from which such director derived an improper personal
benefit.

Any repeal or modification of the foregoing paragraph 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.

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)
JUN 21 1999
FILED
- -------------------------------------------
Name
517-663-2525 Ref # 94118 JUN 21 1999
Address Attn: Cheryl J. Bixby Administrator
MICHIGAN RUNNER SERVICE CORP. SECURITIES & LAND DE. BUREAU

City P.O. Box 266
Eaton Rapids, MI 48827 EFFECTIVE DATE: ------------------
- DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

CERTIFICATE OF AMENDMENT TO THE 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 (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: CMI INTERNATIONAL, INC.

2. The identification number assigned by the Bureau is: 045-155

3. The location of its registered office is:

30333 Southfield Road Southfield, Michigan 48076
- -------------------------------------------------- -------------
(Street Address) (City) (ZIP Code)

4. Article I of the Articles of Incorporation is hereby amended to read as
follows:

The name of the corporation is HAYES LEMMERZ INTERNATIONAL - CMI, INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1. The address of the registered office is 15300 Centennial Drive, Northville,
Michigan 48167.

3. The name of the resident agent at the registered office is Patrick B. Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL

5. (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 incorporator(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)

6. (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES
STATE THE CORPORATIONS IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)

The foregoing amendment to the Articles of Incorporation was duly adopted on
the 30th day of April, 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.

Signed this 17th day of June, 1999

By /s/ W. D. Shovers
----------------------------------------------------------------------
(Signature of President, Vice-President, Chairperson, Vice-Chairperson)

William D. Shovers Vice-President
----------------------------------------------------------------------
(Type or Print Name) (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

JUN 28 1999
- -----------------------
517-663-2525 Ref #94366
Attn: Cheryl J. Bixby Administrator
MICHIGAN RUNNER SERVICE CORP. SECURITIES & LAND DEV, BUREAU
P.O. Box 266
Eaton Rapids, MI 48827 EXPIRATION DATE: DECEMBER 31,2004
- --------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

CERTIFICATE OF ASSUMED NAME
FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES

(Please read information and instructions on reverse side)

1. The true name of the corporation, limited partnership, or limited liability
company is:

HAYES LEMMERZ INTERNATIONAL - CMI, INC. [X]

2. The identification number assigned by the Bureau is: 045-155

3. The location of the corporation or limited liability company registered
office in Michigan or the office at which the limited partnership records
are maintained is:

15300 Centennial Drive Northville Michigan 48167
----------------------------------------------------------------------------
(Street Address) (City) (State) (ZIP Code)

4. The assumed name under which business is to be transacted is:

CMI INTERNATIONAL, INC.

COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

Signed this 17th day of June, 1999

By /s/ W. D. Shovers
---------------------------------------------------
(Signature)
William D. Shovers Vice President
-----------------------------------------------------
(Type or Print Name) (Type or Print Title)

_____________________________________________________
(Limited Partnership Only [ILLEGIBLE]

GOLD SEAL APPEARS ONLY ON ORIGINAL

- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------
Date Received (FOR BUREAU USE ONLY)
- ------------- FILED
This document is effective on the
date filed, unless a subsequent APR 22 2002
effective date within 90 days after CIS Administrator
received date is stated in the BUREAU OF COMMERCIAL SERVICES
document. [ILLEGIBLE]

- -----------------------------------------------
Name
Kelly Brushaber
- -----------------------------------------------
Address
15300 Centennial Drive
- -----------------------------------------------
City State Zip Code
Northville MI 48167 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.

1. The name of the corporation or limited liability company is:

Hayes Lemmerz International - CMI, Inc.

2. The Identification number assigned by the Bureau is: 045-155

3. a. The name of the resident agent on file with the Bureau is:
Patrick B. Carey

b. The location of the registered office on file with the Bureau is:

15300 Centennial Drive, Northville, Michigan 48167
---------------------------------- -------------
(Street Address) (City) (ZIP Code)

c. The mailing address of the above registered office on file with the
Bureau is:

Same as above , Michigan
------------------------------------ ------------
(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: Patrick C. Cauley

b. The address of the registered office is:

15300 Centennial Drive, Northville, Michigan 48167
---------------------------------- -------------
(Street Address) (City) (ZIP Code)

c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

Michigan
-----------------------------------, ------------
(Street Address or P.O. Box) (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.

6. 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/ [ILLEGIBLE] Larry Karenko, Vice President April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL

EXHIBIT 3.44

EXHIBIT A

BY-LAWS

CMI INTERNATIONAL, INC.

A MICHIGAN CORPORATION

1. SHAREHOLDERS' MEETING

1.1 ANNUAL MEETING. The annual meeting of the Shareholders shall be held in
each year after the expiration of the fiscal year of the Corporation at such
time and place as shall be determined by the Board of Directors, for the purpose
of electing Directors and of transacting such other business as may properly be
brought before the meeting.

1.2 ORDER OF BUSINESS. The order of business at the Annual Meeting of the
Shareholders shall be as follows:

(a) Roll call;

(b) Reading of notice and proof of mailing;

(c) Annual reports of officers consisting of discussion
of: balance sheet as of the end of the preceding fiscal year; statement of
income for such fiscal year and, if prepared by the Corporation, a statement of
source and application of funds for such fiscal year;

(d) Election of Directors;

(e) Transaction of other business as follows:

Unfinished business
New business; and

(f) Adjournment

provided, that, in the absence of any objection, the presiding officer may
vary the order of business at his/her discretion.

1.3 SPECIAL MEETINGS. A Special Meeting of the Shareholders may be called
to be held at such time and place as may be designated by the Chairperson of the
Board, a majority of the Board of Directors, or not less than an aggregate of
ten percent (10%) of the outstanding shares of stock of the Corporation having
the right to vote at such Special Meeting.

Upon receipt of a notification in writing setting forth the time, place
and purpose of such proposed Special Meeting, signed by the Chairperson of the
Board, a majority of the Board of Directors or not less than an aggregate of ten
percent (10%) of the

outstanding shares of stock of the Corporation having a right to vote at such
Special Meeting, the Secretary of this Corporation shall prepare, sign and mail
the notice requisite to such meeting.

1.4 NOTICE OF MEETINGS. Written notice of the time, place and purposes of
every meeting of the Shareholders of this Corporation shall be given, either
personally or by mail, not less than ten (10) nor more than sixty (60) days
before said meeting to each Shareholder of record of the Corporation entitled to
vote at such meeting. Notices shall state the authority pursuant to which they
are issued as, "by order of" the "Chairperson of the Board", "Board of
Directors", or "Shareholders".

1.5 WAIVER OF NOTICE. Notice of the time, place and purpose of any meeting
of the Shareholders of this Corporation may be waived by telegram, radiogram,
cablegram, or other writing either before or after such meeting has been held.

A Shareholder's attendance at a meeting of Shareholders, in person or
by proxy, will result in (a) a waiver of objection to lack of notice or
defective notice of the meeting unless the Shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting
and (b) waiver of objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.

1.6 QUORUM. At every meeting of the Shareholders, the holders of record of
a majority of the outstanding shares of stock of the Corporation entitled to
vote at such meeting, whether present in person or represented by proxy, shall
constitute a quorum. If less than a quorum shall be present at any meeting of
Shareholders, those holders of record of outstanding shares of stock of the
Corporation entitled to vote at such meeting, present in person or represented
by proxy, may adjourn the meeting from time to time without further notice other
than by announcement at the meeting, until a quorum shall have been obtained, at
which time any business may be transacted which might have been transacted at
the meeting as first convened, had there been a quorum.

1.7 RECORD DATE. The Board of Directors may fix in advance a date not
exceeding sixty (60) days nor less than ten (10) days preceding the original
date fixed for any meeting of Shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock. In such case, such
Shareholders and

BYLAWS-STANDARD LONG FORM

only such Shareholders as shall be Shareholders of record on the date so fixed
shall be entitled to such notice of, and to vote at, such meeting, or to receive
payment of such dividend, or to receive such allotment of rights, or to exercise
such rights, as the case way be, notwithstanding any transfer of any stock on
the books of the Corporation or otherwise after any such record date is fixed as
aforesaid. Nothing in this Section shall affect the rights of a Shareholder and
his/her transferee or transferor as between themselves.

1.8 INSPECTION OF LIST OF SHAREHOLDERS. The officer or agent having charge
of the stock transfer books for shares of the Corporation shall make and certify
a complete list of the Shareholders entitled to vote at a Shareholders meeting
or any adjournment thereof. The list shall:

(a) Be arranged alphabetically within each class and
series, with the address of, and the number of shares held by,
each Shareholder.

(b) Be produced at the time and place of the meeting.

(d) Be prima facie evidence as to who are the
Shareholders entitled to examine the list or to vote at the
meeting.

1.9 INSPECTORS OF ELECTION. The Board, in advance of a Shareholders'
meeting, may appoint one or more inspectors to act at the meeting or any
adjournment thereof. If inspectors are not so appointed, the person presiding at
a Shareholders' meeting may, and on request of a Shareholder entitled to vote
thereat shall, appoint one (1) or more inspectors. In case a person appointed
fails to appear or act, the vacancy may be filled by appointment made by the
Board in advance of the meeting or at the meeting by the person presiding
thereat.

The inspectors shall determine the number of shares outstanding and the
voting power of each, the share represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine challenges and questions arising in connection with
the right to vote, count and tabulate votes, ballots or consents, determine the
result, and do such acts as are proper to conduct the election or vote with
fairness to all Shareholders. On request of the person presiding at the meeting
or a Shareholder entitled to vote thereat, the inspectors shall make and execute
a written report to the person presiding at the meeting of any of the facts
found by them and matters determined by them.

BYLAWS-STANDARD LONG FORM

1.10 VOTING RIGHTS. At all times, each holder of record of the common stock
of the Corporation shall be entitled to one vote for each share of common stock
standing in his/her name on the books of the Corporation, subject, however, to
the full effect of the limitations imposed by the fixed record date for
determination of Shareholders set forth elsewhere in this Article. A vote may be
cast either orally or in writing as determined by the Chairperson of the
meeting.

When an action other than the election of Directors is to be taken by
vote of the Shareholders, it shall be authorized by a majority of the votes cast
by the holders of shares entitled to vote thereon unless a greater vote is
required by the Articles of Incorporation or by law. Directors shall be elected
by a plurality of the votes cast at an election.

1.11 VOTE BY SHAREHOLDER CORPORATION. Shares standing in the name of another
domestic or foreign corporation may be voted by an officer or agent, or by proxy
appointed by an officer or agent or by some other person, who by action of its
Board or pursuant to its by-laws shall be appointed to vote such shares.

1.12 ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or permitted
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 before or after the
action all the Shareholders entitled to vote thereon consent thereto in writing.

1.13 ELECTRONIC PARTICIPATION. A Shareholder may participate in a meeting of
Shareholders by a conference telephone or by other similar communications
equipment through which all persons participating in the meeting may communicate
with the other participants. All participants shall be advised of the
communications equipment and the names of the participants in the conference
shall be divulged to all participants. Participation in a meeting pursuant to
this Section constitutes presence in person at the meeting.

2. SHAREHOLDER INSPECTION OF BOOKS OF ACCOUNT AND STOCK BOOKS: REPORTS TO
SHAREHOLDERS

2.1 BOOKS OF ACCOUNT AND STOCK BOOKS. The Corporation shall keep books and
records of account and minutes of the proceedings of the Shareholders, Board and
Executive Committee, if any, which may be kept in or outside this state. The
Corporation shall keep at its registered office, or at the office of its
transfer agent in or outside this state, records containing the names and
addresses of all Shareholders, the number, class and series of shares held by
each and the dates when they respectively became holders of record thereof. Any
of the books, records or minutes may be in written form or in any other form
capable of being converted into written

BYLAWS-STANDARD LONG FORM

form within a reasonable time. The Corporation shall convert into written form
without charge any record not in written form upon written request of a person
entitled to inspect them.

2.2 FINANCIAL STATEMENTS. Upon written request of a Shareholder, the
Corporation shall mail to the Shareholder its balance sheet as of the end of the
preceding fiscal year; its statement of income for such fiscal year; and, if
prepared by the Corporation, its statement of source and application of funds
for such fiscal year.

2.3 EXAMINATION OF RECORDS. Any Shareholder of record, in person or by
attorney or other agent, has the right during the usual hours of business to
inspect for any proper purpose the Corporation's stock ledger, a list of its
Shareholders, and its other books and records, if the Shareholder gives the
Corporation written demand describing with reasonable particularity his or her
purpose and the records he or she desires to inspect, and the records sought are
directly connected with the purpose. A proper purpose shall mean a purpose
reasonably related to such person's interest as a Shareholder. The demand shall
be delivered to the Corporation at its registered office in this state or at its
principal place of business. In every instance where an attorney or other agent
shall be the person who seeks to inspect, the demand shall be accompanied by a
power of attorney or other writing which authorizes the attorney or other agent
to act on behalf of the Shareholder.

3. SHARES

3.1 CERTIFICATES. Every Shareholder of this Corporation shall be entitled
to a certificate of his or her shares signed by the Chairperson of the Board,
Vice-Chairperson of the Board, President or a Vice-President and which may also
be signed by another officer of the Corporation. Each such certificate shall
state on its face that the Corporation is formed under the laws of this state,
the name of the person to whom issued, the number and class of Shares, and the
designation of the series, if any, which the certificate represents. If a
certificate is counter-signed by a transfer agent or registered by a registrar
acting on behalf of this Corporation, the signature of any such officers may be
facsimile.

3.2 TRANSFER. Shares shall be transferable only on the books of the
Corporation by the person named in the certificate, or by attorney lawfully
constituted in writing, and upon surrender of the certificates therefor. A
record shall be made of every such transfer and issue. Whenever any transfer is
made for collateral security and not absolutely, the fact shall be so expressed
in the entry of such transfer.

3.3 SHAREHOLDERS. The Corporation shall have the right to treat the
registered holder of any share as the absolute owner thereof, and shall not be
bound to recognize any equitable or other claim

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to, or interest in, such share on the part of any other person, whether or not
the Corporation shall have express or other notice thereof, save as may be
otherwise provided by statute.

3.4 LIEN FOR STOCKHOLDERS INDEBTEDNESS. The Corporation shall have a lien
upon the shares of any holder thereof who is indebted to the Corporation in any
way and shall have the right to cancel the holder's right in such amount of the
shares as is equivalent to such indebtedness in payment and satisfaction thereof
and the discharge of such lien. Further, the Corporation shall have the right to
not accept any transfer of shares by the holder thereof which will impair the
security of its lien for the balance of the indebtedness then owing by such
holder to the Corporation.

3.5 TRANSFER AGENT AND REGISTRAR. The Board of Directors may appoint a
transfer agent and a registrar of transfer, and way require all certificates of
shares to bear the signature of such transfer agent and of such registrar of
transfers.

3.6 REGULATIONS. The Board of Directors shall have power and authority to
make such rules and regulations as the Board shall deem expedient regulating the
issue, transfer and registration of certificates for shares of this Corporation.

4. BOARD OF DIRECTORS

4.1 NUMBER AND TERM OF OFFICE. The business, property and affairs of the
Corporation shall be managed by a Board of Directors composed of one (1) or more
members who need not be Shareholders. The number of Directors for the Board of
Directors shall be determined by a majority vote of the Shareholders. The first
Board of Directors shall hold office until the first annual meeting of
Shareholders. At the first annual meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to hold office until
the succeeding annual meeting. A Director shall hold office for the term for
which he or she is elected and until his or her successor is elected and
qualified, or until his or her resignation or removal. A Director may resign by
written notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or a later time as set forth in the notice of resignation.

4.2 INDEPENDENT DIRECTOR. The Shareholders or Board may designate one (1)
or more Directors as an independent Director. Any Director so designated shall
be entitled to reasonable compensation in addition to compensation paid to
directors generally, as determined by the Shareholders, and reimbursement for
expenses reasonably related to performance of duties as an independent director.
An independent director must be elected by the shareholders and designated as
such by the Shareholders; have at least five (5) years of business, legal or
financial experience,

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or other equivalent experience; not be, or during the three (3) years prior to
being designated an independent director has not been (i) an officer or employee
of the Corporation or any affiliate of the Corporation, (ii) engaged in any
business transaction for profit or series of transactions for profit involving
more than $10,000.00 with the Corporation or any affiliate of the Corporation,
(iii) an affiliate, executive officer, general partner, or member of the
immediate family of any person that had the status or engaged in a transaction
described in (i) and (ii) above; not propose to enter into a relationship or
transaction described in (i) through (iii) above; and not have an aggregate of
more than three (3) years of service as a director of the Corporation, whether
or not as an independent director.

4.3 VACANCIES. A vacancy occurring in the Board may be filled by the
Shareholders or the Board. A vacancy filled by the Board may be filled for a
term of office continuing only until the next election of Directors by the
Shareholders.

4.4 ANNUAL MEETINGS. At the place of holding the annual meeting of
Shareholders and immediately following the same, the Board of Directors as
constituted upon final adjournment of such Shareholder meeting shall convene
without notice for the purpose of electing officers and transacting any other
business properly brought before it; provided, that the annual meeting in any
year may be held at a different time and place than that herein provided by
consent of a majority of the Directors of such new Board.

4.5 REGULAR MEETINGS. Regular meetings of the Board of Directors shall be
held at such time and place as the Board of Directors shall from time to time
determine by resolution of the Board of Directors or by waiver of notice and
consent. No notice of regular meetings of the board shall be required.

4.6 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the Chairperson of the Board or a majority of the Directors in office
at the time of the call, whenever in his/her or their judgment it may be
necessary, by giving reasonable notice, either personally or by mail or
telegram, of the time and place of such meeting. Any action taken at any such
meeting shall not be invalidated for want of notice if such notice shall be
waived as herein provided.

4.7 WAIVER OF NOTICE. Notice of the time and place of any meeting of the
Board of Directors may be waived in writing or by telegram, radiogram, or
cablegram, either before or after such meeting has been held. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless he or she at the beginning of the meeting, or upon his
or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.

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4.8 PURPOSE. Neither the business to be transacted nor the purpose of a
regular or special meeting need be specified in the notice or waiver of notice
of the meeting.

4.9 ELECTRONIC PARTICIPATION. A Director may participate in a meeting of
the Board or of any committee designated by the Board by means of a conference
telephone or similar communications equipment through which all persons
participating in the meeting can communicate with the other participants.
Participation in a meeting pursuant to this subsection constitutes presence in
person at the meeting.

4.10 QUORUM. A majority of the Directors then in office, or of the members
of a committee thereof, constitutes a quorum for the transaction of business. If
there shall be less than a quorum present at any meeting of the Board of
Directors, a majority of the Directors present may adjourn the meeting from time
to time without notice other than announcement at the meeting until a quorum
shall be present, at which time any business may be transacted which might have
been transacted at the meeting as first convened had there been a quorum
present. The vote of the majority of the Directors present at any meeting of the
Board or committee thereof at which a quorum is present constitutes the action
of the Board or of the committee except that amendment of these By-Laws requires
the vote of not less than a majority of the members of the Board then in office.

4.11 APPOINTMENT OF COMMITTEES. The Board may designate one (1) or more
committees, each committee to consist of one (1) or more of the Directors of the
Corporation. The Board may designate one (1) or more rectors as alternate
members of a committee, who may replace an absent or disqualified member at a
meeting of the committee. In the absence or disqualification of a member of a
committee, the members thereof present at a meeting and not disqualified from
voting, whether or not they constitute a quorum, may unanimously appoint another
member of the Board to act at the meeting in place of such an absent or
disqualified member. A committee, and each member thereof, shall serve at the
pleasure of the Board.

4.12 POWERS OF COMMITTEES. A committee designated pursuant to Section 11 of
this Article, to the extent provided in the resolution of the Board, may
exercise all powers and authority of the Board in management of the business and
affairs of the Corporation. However, such a committee does not have power or
authority to do any of the following:

(a) Amend the Articles of Incorporation;

(b) Adopt an agreement of merger or consolidation;

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exchange of all or substantially all of the Corporation's
property and assets;

(d) Recommend to Shareholders a dissolution of the
Corporation or a revocation of a dissolution;

(e) Amend the By-Laws of the Corporation;

(f) Fill vacancies in the Board of Directors;

(g) Fix compensation of the directors for serving on the
Board or on a committee; or

(h) Declare a distribution, dividend or authorize the
issuance of stock (unless the resolution appointing the
committee expressly provides that the committee may do so).

4.13 ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or permitted to be
taken pursuant to authorization voted at a meeting of the Board or a committee
thereof, may be taken without a meeting if, before or after the action, all
members of the Board then in office or of the committee consent to the action in
writing. The written consents shall be filed with the minutes of the proceedings
of the Board or the committee. The consent has the same effect as a vote of the
Board or committee for all purposes.

4.14 ELECTION OF OFFICERS. The Board of Directors of the Corporation shall
elect or appoint a president, a secretary and a treasurer and may elect or
appoint a chairman of the board. None of said officers, except the chairman of
the board, need be a director. The Board of Directors shall have the power to
appoint such other officers and agents as the board may deem necessary for the
transaction of the business of the Corporation, including the power to appoint
one or more vice-presidents and one or more attorneys-in-fact.

4.15 COMPENSATION. Reasonable compensation of Directors and Officers may be
fixed by the Board irrespective of any personal interest of any of them.

4.16 PAYMENTS TO BE REIMBURSED. Any payment made to an officer or employee
or any expense reimbursed on his or her behalf, which shall be disallowed in
whole or in part as a deductible expense by the Internal Revenue Service, shall
be reimbursed by such officer or employee to the Corporation to the full extent
of such disallowance. The Board of Directors shall enforce payment of each such
amount disallowed.

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5. DISTRIBUTIONS TO SHAREHOLDERS

5.1 SOURCES. The Board of Directors shall have the power and authority to
authorize the Corporation to make distributions to its Shareholders from any
source; provided, that no distribution may be made if, after giving it effect,
the Corporation would not be able to pay its debts as they become due in the
usual course of business, or the Corporation's total assets would be less than
the sum of its total liabilities, plus the amount that would be needed, if the
Corporation were to be dissolved at the time of the distribution, to satisfy the
preferential rights upon dissolution, if any, of Shareholders whose preferential
rights are superior to those receiving the distribution.

5.2 MANNER OF PAYMENT. Distributions may be paid in cash, in property, in
obligations of the Corporation.

5.3 SHARE DIVIDENDS. Shares of the Corporation may be issued pro rata and
without consideration to the Corporation's Shareholders or to the Shareholders
of one (1) or more classes or series.

6. TRANSACTIONS WITH THE CORPORATION: LOANS TO DIRECTORS, OFFICERS OR
EMPLOYEES

6.1 INTERESTED DIRECTOR OR OFFICER. A transaction in which a Director or
Officer is determined to have an interest shall not, because of the interest, be
enjoined, set aside, or give rise to an award of damages or other sanctions, in
a proceeding by a Shareholder or by or in the right of the Corporation if the
person interested in the transaction establishes any of the following:

(a) The transaction was fair to the Corporation at the
time entered into;

(b) The material facts of the transaction and the
Director's or officer's interest were disclosed or known to
the Board, a committee of the Board, or the independent
director or directors and the Board, committee or independent
director or directors authorized, approved or ratified the
transaction;

(c) The material facts of the transaction and the
Director's or Officer's interest were disclosed or known to
Shareholders entitled to vote and they authorized, approved,
or ratified the transaction.

6.2 LOANS TO DIRECTORS, OFFICERS OR EMPLOYEES. The Corporation may lend
money to, or guarantee an obligation of, or otherwise assist an Officer or
employee of the Corporation or of its subsidiary, including an Officer or
employee who is a Director of the Corporation or its subsidiary, when, in the
judgment of the

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Board, the loan, guaranty or assistance may reasonably be expected to benefit
the Corporation or is pursuant to a plan authorizing loans, guarantees, or
assistance, which plan the Board has reasonably determined will benefit the
Corporation. The loan, guaranty or assistance may be with or without interest,
and may be unsecured, or secured in a manner as the Board approves, including
without limitation, a pledge of shares of stock of the Corporation. Nothing in
this section shall deny, limit or restrict the powers of guaranty or warranty of
the Corporation at common law or under any statute.

7. OFFICERS

7.1 OFFICERS. The officers of the Corporation shall consist of a president,
secretary, treasurer and, if approved by the Board, a chairperson of the Board,
one or more vice-presidents and such other officers as may be determined by the
Board.

7.2 CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall be
selected by and from the membership of the Board of Directors. He/she shall
preside at all meetings of the Shareholders and of the Board of Directors.

7.3 PRESIDENT. The President shall be the chief executive officer of the
Corporation. He/she shall, subject to the control of the Board of Directors,
have general and active management of the business of the Corporation, with such
general powers and duties of supervision and management as are usually vested in
the office of president of a corporation. He/she shall see that all orders and
resolutions of the Board of Directors are carried into effect, and shall have
such other powers and duties as may be assigned to him/her by the Board of
Directors.

7.4 VICE-PRESIDENTS. The Board of Directors may select one or more
vice-president who, subject to the control of the president, shall have such
powers and duties as may be assigned to each of them by the Board of Directors.

7.5 SECRETARY. The Secretary shall be selected by the Board of Directors.
Subject to the control of the Chairperson of the Board, he/she shall attend all
meetings of Shareholders and of the Board of Directors, and shall preserve in
books of the Corporation, true minutes of the proceedings of all such meetings.
He/she shall have such additional powers and duties as may be assigned to
him/her by the Board of Directors.

7.6 TREASURER. The Treasurer shall be selected by the Board of Directors.
Subject to the control of the President, he/she shall have custody of all
corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He/she
shall deposit all monies,

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securities and other valuable effects in the name of the Corporation in such
depositories as may be designated for the purpose by the Board of Directors.
He/she shall disburse the funds of the Corporation as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall render to the
Chairperson of the Board and the Directors at regular meetings of the Board and
whenever requested by them and to the President, an account of all his
transactions as Treasurer. He/she shall in general perform all duties incident
to the office of treasurer, and shall have such additional powers and duties as
may be assigned to him/her by the Board of Directors.

7.7 TERM; REMOVAL OF OFFICERS AND AGENTS; RESIGNATION. AN officer elected
or appointed as herein provided shall hold office for the term for which he or
she is elected or appointed and until his/her successor is elected or appointed
and qualified, or until his/her resignation or removal. Any officer or agent may
be removed by the Board of Directors at any time, with or without cause. The
removal of an officer shall be without prejudice to his contract rights, if any.
The election or appointment of an officer does not of itself create contract
rights. An officer may resign by written notice to the Corporation. The
resignation is effective upon its receipt by the Corporation or at a subsequent
time specified in the notice of resignation.

8. EXECUTION OF INSTRUMENTS

8.1 MONEY INSTRUMENTS. All checks, drafts and orders for payment of money
shall be signed in the name of the Corporation by such officer(s) or agent(s)
and in such manner including the use of facsimile signatures as the Board of
Directors shall from time to time designate for that purpose.

8.2 OTHER INSTRUMENTS. The Board of Directors shall have power to designate
the officers and agents (or a single officer or agent) who shall have authority
to execute any contract, conveyance or other instrument or document on behalf of
the Corporation. When the execution of any contract, conveyance or other
instrument or document has been authorized without specification of the
executing officers, the Chairperson of the Board or President may execute the
same in the name and on behalf of the Corporation, or any Vice-President, and
the Secretary or Assistant Secretary may execute the same in the name, and on
behalf of the Corporation.

9. INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

9.1 LIMITATION OF PERSONAL 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. However, this
bylaw provision does not eliminate or limit

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the liability of a director for any of the following:

(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;

(d) For any transaction from which the director derived an
improper personal benefit; or

(e) For any acts or omissions occurring before March 1, 1987.

9.2 INDEMNIFICATION; ACTIONS BY THIRD PARTIES (OTHER THAN BY STOCKHOLDERS).
The Corporation hereby indemnifies any person who was or is a party or is
threatened to be made a party to a threatened, pending nor 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, 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 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 with respect to any criminal action or
proceeding, if the person had no reasonable cause to believe his or her conduct
was unlawful. 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 any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.

9.3 INDEMNIFICATIONS; ACTIONS BY OR IN RIGHT OF THE CORPORATION
(STOCKHOLDER ACTIONS). The Corporation hereby indemnifies a 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,
officer, employee or agent of the Corporation, or is or was serving at the
request of

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the Corporation as a director, officer, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, against expenses, including actual and reasonable
attorneys' fees, and amounts paid in settlement 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. However, indemnification shall
not be made for a particular claim, issue, or matter in which the 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 has determined upon application
that, despite the adjudication of liability but in view of all circumstances,
the person is fairly and reasonably entitled to indemnification for the expenses
which the Court considers proper.

9.4 INDEMNIFICATION AGAINST EXPENSES; DIRECTORS, OFFICERS, EMPLOYEES, OR
AGENTS SUCCESSFUL IN DEFENSE OF PROCEEDINGS OR CLAIMS.

(a) To the extent that a director, officer, employee or agent of
the corporation has been successful on the merits or otherwise in
defense of an action, suit or proceeding referred to in 9.2 or 9.3 or
in defense of a claim, issue or matter in the action, suit or
proceeding, he or she shall be indemnified against expenses, including
actual and reasonable attorneys' fees, incurred by him or her in
connection with the action, suit or proceeding and an action, suit or
proceeding brought to enforce the mandatory indemnification provided in
this Section 9.

(b) An indemnification under paragraph 9.1 or 9.2, 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, officer, employee or agent is proper in the circumstances
because he or she has met the applicable standard of conduct set forth
in paragraph 9.1 or 9.2. This determination shall be made in any of
the following ways:

(i) 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.

(ii) If a quorum described in (i) is not obtainable, then
by a majority vote of a committee of directors who are not
parties to the action. The committee shall consist of not less
than two disinterested directors.

(iii) By independent legal counsel in a written opinion.

(iv) By the shareholders.

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(c) If a person is entitled to indemnification under paragraph 9.2
or 9.3 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.

9.5 ADVANCE PAYMENT; EXPENSE OF DIRECTOR, OFFICER, EMPLOYEE OR AGENT IN
DEFENDING ACTION OR PROCEEDING. Expenses incurred in defending a civil or
criminal action, suit or proceeding described in paragraph 9.2 or 9.3 shall be
paid by the Corporation in advance of the final disposition of the action, suit
or proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay the expense if it is ultimately determined
that the person is not entitled to be indemnified by the Corporation. The
undertaking shall be an unlimited general obligation of the person on whose
behalf advances are made but need not be secured.

9.6 INDEMNIFICATION NOT EXCLUSIVE.

(a) The indemnification or advancement of expenses provided under
paragraphs 9.1 through 9.5 is not exclusive of other rights to which a
person seeking indemnification or advancement of expenses may be
entitled under the Corporation's Articles of Incorporation, 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.

(b) The indemnification provided for in paragraphs 9.2 through 9.6
continues as to a person who ceases to be a director, officer, employee
or agent, and shall inure to the benefit of the heirs, executors and
administrators of the person.

9.7 MERGER. 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 corporation in the same capacity.

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10. CORPORATE SEAL

There shall be no corporate seal.

11. FISCAL YEAR

The fiscal year of the Corporation shall end on such date as the Board
of Directors shall specify.

12. AMENDMENT OF BY-LAWS

These by-laws may be altered, amended, added to, rescinded or repealed
by the affirmative vote of a majority of the Shares entitled to vote or, except
insofar as exercise of such power shall be contrary to the Articles of
Incorporation, by the Board of Directors.

Adopted: December 7, 1995

BYLAWS-STANDARD LONG FORM

BY-LAWS

CMI INTERNATIONAL, INC.

A Michigan Corporation

ARTICLE I

SHAREHOLDERS MEETINGS

Section 1. Annual Meeting. The Annual Meeting of the shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for
the purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

Section 2. Order of Business. The order of business at the Annual
Meeting of the shareholders shall be as follows:

(a) Roll call;

(b) Reading of notice and proof of mailing;

(c) Annual reports of officers consisting of discussion of:
balance sheet as of the end of the preceding fiscal year;
statement of income for such fiscal year and if prepared by
the Corporation, a statement of source and application of
funds for such fiscal year;

(d) Election of Directors;

(e) Transaction of other business as follows:

Unfinished business
New business;

(f) Adjournment;

provided that in the absence of any objection, the presiding officer may vary
the order of business at his discretion.

-1-

Section 3. Special Meetings. A Special Meeting of the shareholders may
be called to be held at such time and place as may be designated by the Chairman
of the Board, a majority of the Board of Directors, or not less than an
aggregate of ten percent (10%) of the outstanding shares of stock of the
corporation having the right to vote at such Special Meeting.

Upon receipt of a notification in writing setting forth the time, place
and purpose of such proposed Special Meeting, signed by the Chairman of the
Board, a majority of the Board of Directors or not less than an aggregate of ten
percent (10%) of the outstanding shares of stock of the Corporation having a
right to vote at such Special Meeting, the Secretary of this Corporation shall
prepare, sign and mail the notice requisite to such meeting.

Section 4. Notice of Meetings. Written notice of the time, place and
purposes of every meeting of the shareholders of this Corporation shall be
given either personally or by mail not less than ten (10) nor more than sixty
(60) days before said meeting upon each shareholder of record of the corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairman of the Board", "Board of
Directors", or "shareholders".

Section 5. Waiver of Notice. Notice of the time, place and purpose of
any meeting of the shareholders of this Corporation may be waived by telegram,
radiogram, cablegram, or other writing either before or after such meeting has
been held.

Attendance of a person at a meeting of shareholders, in person or by
proxy, constitutes a waiver of notice of the meeting, except when the
shareholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.

-2-

Section 6. Electronic Participation. A shareholder shall be deemed to
be present in person at a meeting of shareholders if such shareholder
participates in a meeting of shareholders by a conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other and all participants are advised of the communications equipment
and the names of the participants in the conference are divulged to all
participants.

Section 7. Quorum. At every meeting of the shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum. If less than a quorum shall be present at any
meeting of shareholders, those holders of record of outstanding shares of stock
of the corporation entitled to vote at such meeting, present in person or
represented by proxy, may adjourn the meeting from time to time without further
notice other than by announcement at the meeting, until a quorum shall have been
obtained, at which time any business may be transacted which might have been
transacted at the meeting as first convened, had there been a quorum.

Section 8. Record Date. The Board of Directors may fix in advance a
date not exceeding sixty (60) days nor less than ten (10) days preceding the
original date fixed for any meeting of shareholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, as a
record date for the determination of the shareholders entitled to notice of, and
to vote at, any such meeting, or entitled to receive payment of any such
dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock. In such
case, such shareholders and only such shareholders as shall be shareholders of
record on the date so fixed shall be entitled to such notice of, and to vote at,
such meeting, or to receive payment of such

-3-

dividend, or to receive such allotment of rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of any stock on the books of the
Corporation or otherwise after any such record date is fixed as aforesaid.
Nothing in this Section shall affect the rights of a shareholder and his
transferee or transferor as between themselves.

Section 9. Inspection of List of Shareholders. The officer or agent
having charge of the stock transfer books for shares of the Corporation shall
make and certify a complete list of the shareholders entitled to vote at a
shareholders meeting or any adjournment thereof. The list shall:

(a) Be arranged alphabetically within each class and series, with
the address of and the number of shares held by each
shareholder.

(b) Be produced at the time and place of the meeting.

(d) Be prima facie evidence as to who are the share-holders
entitled to examine the list or to vote at the meeting.

Section 10. Inspectors of Election. The Board, in advance of a
shareholders meeting, may appoint one or more inspectors to act at the meeting
or any adjournment thereof. If inspectors are not so appointed, the person
presiding at a shareholders meeting may, and on request of a shareholder
entitled to vote thereat shall, appoint one (1) or more inspectors. In case a
person appointed fails to appear or act, the vacancy may be filled by
appointment made by the Board in advance of the meeting or at the meeting by the
person presiding thereat.

The inspectors shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, the validity and effect

-4-

of proxies, and shall receive votes, ballots or consents, hear and determine
challenges and questions arising in connection with the right to vote, count and
tabulate votes, ballots or consents, determine the result, and do such acts as
are proper to conduct the election or vote with fairness to all shareholders. On
request of the person presiding at the meeting or a shareholder entitled to vote
thereat, the inspectors shall make and execute a written report to the person
presiding at the meeting of any of the facts found by them and matters
determined by them.

Section 11. Voting Rights. At all times, each holder of record of the
common stock of the Corporation shall be entitled to one vote for each share of
common stock standing in his name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of shareholders set forth elsewhere in this Article. A vote
may be cast either orally or in writing as determined by the Chairman of the
meeting.

When an action other than the election of Directors is to be taken by
vote of the shareholders, it shall be authorized by a majority of the votes cast
by the holders of shares entitled to vote thereon. Directors shall be elected by
a plurality of the votes cast at an election.

Section 12. Vote by Shareholder Corporation. Shares standing in the
name of another domestic or foreign corporation may be voted by an officer or
agent, or by proxy appointed by an officer or agent or by some other person, who
by action of its board or pursuant to its by-laws shall be appointed to vote
such shares.

Section 13. Action by Unanimous Written Consent. Any action required
or permitted 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 all the
shareholders entitled to vote thereon consent thereto in writing.

-5-

ARTICLE II

SHAREHOLDER INSPECTION OF BOOKS OF ACCOUNT
AND STOCK BOOKS: REPORTS TO SHAREHOLDERS

Section 1. Books of Account and Stock Books. The Corporation shall keep
books and records of account and minutes of the proceedings of the shareholders,
board and executive committee, if any. The Corporation shall keep at its
registered office, or at the office of its transfer agent within or without this
state, records containing the names and addresses of all share-holders, the
number, class and series of shares held by each and the dates when they
respectively became holders of record thereof. Any of such books, records or
minutes may be in written form or in any other form capable of being converted
into written form within a reasonable time. The Corporation shall convert into
written form without charge any such record not in such form upon written
request of a person entitled to inspect them.

Section 2. Financial Statements. Within four months of the end of its
fiscal year, the Corporation shall mail to each shareholder its balance sheet as
of the end of the preceding fiscal year; its statement of income for such fiscal
year; and, if prepared by the Corporation, its statement of source and
application of funds for such fiscal year. The same shall be furnished to any
shareholder at any time upon written request from such shareholder.

Section 3. Examination of Stock Books. A person who is a shareholder of
record of the Corporation, upon at least ten (10) days' written demand, may
examine for any proper purpose in person or by agent or attorney, during usual
business hours, its minutes of shareholders meeting and record of shareholders
and make extracts therefrom, at the places where they are kept.

-6-

Section 4. Circuit Court. The Corporation recognizes that upon proof by
a shareholder of a proper purpose, a circuit court may compel production for
examination by the shareholder of the books and records of account, minutes, and
record of shareholders of the Corporation, and may allow the shareholder to make
extracts therefrom.

ARTICLE III

CAPITAL STOCK

Section 1. Certificates. Every shareholder of this Corporation shall be
entitled to a certificate of his shares signed by the President or Vice
president and the secretary or Assistant secretary, certifying the number and
class of shares represented by such certificate; provided that where such
certificate is signed by a transfer agent acting on behalf of this Corporation,
and by a registrar, the signature of any such president, Vice president,
secretary or Assistant Secretary may be facsimile.

Section 2. Transfer. Shares shall be transferable only on the books of
the Corporation by the person named in the certificate, or by attorney lawfully
constituted in writing, and upon surrender of the certificates therefor. A
record shall be made of every such transfer and issue. Whenever any transfer is
made for collateral security and not absolutely, the fact shall be so ex-pressed
in the entry of such transfer.

Section 3. Shareholders. The Corporation shall have the right to treat
the registered holder of any share as the absolute owner thereof, and shall not
be bound to recognize any equitable or other claim to, or interest in, such
share on the part of any

-7-

other person, whether or not the Corporation shall have express or other notice
thereof, save as may be otherwise provided by statute.

Section 4. Lien for Stockholders Indebtedness. The Corporation shall
have a lien upon the capital stock of any holder thereof who is indebted to the
Corporation in any way and shall have the right to cancel the holder's right in
such amount of the capital stock as is equivalent to such Indebtedness in
payment and satisfaction thereof and the discharge of such lien. Further, the
Corporation shall have the right to not accept any transfer of capital stock by
the holder thereof which will impair the security of its lien for the balance of
the indebtedness then owing by such holder to the Corporation.

Section 5. Transfer Agent and Registrar. The Board of Directors may
appoint a transfer agent and a registrar of transfer, and may require all
certificates of shares to bear the signature of such transfer agent and of such
registrar of transfers.

Section 6. Regulations. The Board of Directors shall have power and
authority to make such rules and regulations as the Board shall deem expedient
regulating the issue, transfer and registration of certificates for share of
this Corporation.

ARTICLE IV

BOARD OF DIRECTORS

Section 1. Number and Term of Office. The business, property and
affairs of the Corporation shall be managed by a Board of Directors composed of
one (1) or more members who need not be shareholders. The number of Directors
for the Board of Directors shall be determined as three (3) at the time of
adoption of these By-Laws, and thereafter, the number of Directors shall be
determined from time

-8-

to time by resolution adopted by a majority of the Board. At each Annual Meeting
of shareholders, the shareholders shall elect Directors to hold office until the
succeeding Annual Meeting. A Director shall hold office for the term for which
he is elected and until his successor is elected and qualified, or until his
resignation or removal. A Director may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
a subsequent time as set forth in the notice of resignation.

Section 2. Vacancies. A vacancy occurring in the Board may be filled by
the affirmative vote of a majority of the remaining Directors though less than a
quorum of the Board. A directorship to be filled because of an increase in the
number of Directors or to fill a vacancy may be filled by the Board for a term
of office continuing only until the next election of Directors by the
shareholders.

Section 3. Organizational Meeting. At the place of holding the Annual
Meeting of shareholders and immediately following the same, the Board of
Directors as constituted upon final adjournment of such Annual Meeting shall
convene without notice for the purpose of electing officers and transacting any
other business properly brought before it; provided, that the organizational
meeting in any year may be held at a different time and place than that herein
provided by consent of a majority of the Directors of such new Board.

Section 4. Regular Meetings. Regular Meetings of the Board of Directors
shall be held at such time and place as the Board of Directors shall from time
to time determine by resolution of the Board of Directors or by Waiver of Notice
and Consent. NO notice of Regular Meetings of the Board shall be required.

Section 5. Special Meetings. Special Meeting of the Board of Directors
may be called by the Chairman of the Board or

a majority of the Directors in office at the time of the call, whenever in his
or their judgment it may be necessary, by giving reasonable notice, either
personally or by mail or telegram, of the time and place of such meeting. Any
action taken at any such meeting shall not be invalidated for want of notice if
such notice shall be waived as herein provided.

Section 6. Waiver of Notice. Notice of the time and place of any
meeting of the Board of Directors of this Corporation may be waived in writing
or by telegram, radiogram, or cablegram, either before or after such meeting has
been held.

Section 7. Purpose. Neither the business to be transacted nor the
purpose of a Regular or Special Meeting need be specified in the notice or
waiver of notice of the meeting.

Section 8. Electronic Participation. A member of the Board or a
committee designated by the Board may participate in a meeting by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this subsection constitutes presence in person at the
meeting.

Section 9. Quorum. A majority of the Directors in office or of the
members of a committee thereof at the time of a meeting of the Board shall
constitute a quorum for the transaction of business. If there shall be less than
a quorum present at any meeting of the Board of Directors, a majority of the
Directors present may adjourn the meeting from time to time without notice other
than announcement at the meeting until a quorum shall be present, at which time
any business may be transacted which might have been transacted at the meeting
as first convened had there been a quorum present. The acts of a majority of the
Directors present at any meeting at which a quorum is present shall be the acts
of the Board or of the committee except that amendment of the

-10-

By-Laws requires the vote of not less than a majority of the members of the
Board then in office.

Section 10. Appointment of Committees. The Board may designate one (1)
or more committees, each committee to consist of one (1) or more of the
Directors of the Corporation. The Board may designate one (1) or more Directors
as alternate members of a committee, who may replace an absent or disqualified
member at a meeting of the committee. In the absence or disqualification of a
member of a committee, the members thereof present at a meeting and not
disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in place
of such an absent or disqualified member. A committee, and each member thereof,
shall serve at the pleasure of the Board.

Section 11. Powers of Committees. A committee to the extent provided in
the resolution of the Board, may exercise all powers and authority of the Board
in management of the business and affairs of the Corporation. However, such a
committee does not have power or authority to:

(a) Amend the Articles of Incorporation;

(b) Adopt an agreement of merger or consolidation;

(c) Recommend to shareholders the sale, lease or exchange of all
or substantially all of the Corporation's property and assets;

(d) Recommend to shareholders a dissolution of the Corporation or
a revocation of a dissolution;

(e) Amend the By-Laws of the Corporation;

(f) Fill vacancies in the Board of Directors;

(g) Fix compensation of the Directors for serving on the Board or
on a committee; or

(h) Declare a stock dividend or authorize the issuance of stock
(unless the resolution appointing the

-11-

committee expressly provided that the committee may do so).

Section 12. Action by Unanimous Written Consent. Action required or
permitted to be taken pursuant to authorization voted at a meeting of the Board
or a committee thereof, may be taken without a meeting if, before or after the
action, all members of the Board or of the committee consent thereto in writing.
The written consents shall be filed with the minutes of the proceedings of the
Board or the committee. The consent has the same effect as a vote of the Board
or committee for all purposes.

Section 13. Election of Officers. The Board of Directors of the
Corporation shall select a President, a Secretary and a Treasurer and may elect
a Chairman of the Board. None of said officers, except the Chairman of the
Board, need be a Director. The Board of Directors shall have the power to
appoint such other officers and agents as the Board may deem necessary for the
trans-action of the business of the Corporation, including the power to appoint
one or more Vice Presidents and one or more attorneys-in-fact to convey or deal
with corporate real estate.

Section 14. Removal of Officers and Agents. Any officer or agent may be
removed by the Board of Directors at any time, with or without cause. The
removal of an officer shall be without prejudice to his contract rights, if any.
The election or appointment of an officer does not of itself create contract
rights.

Section 15. Compensation. Reasonable compensation of Directors and
officers may be fixed by the Board.

Section 16. Payments to be Reimbursed. Any payments made to an officer
or employee of the Corporation such as salary, commission, bonus, interest, or
rent, or entertainment expense incurred by him, which shall be disallowed in
whole or in part as a deductible expense by the Internal Revenue Service, shall
be

-12-

reimbursed by such officer or employee to the Corporation to the full extent of
such disallowance. The Directors shall enforce payment of each amount
disallowed. In lieu of payment by the officer or employee, subject to the
determination of the Directors, proportionate amounts may be withheld from his
future compensation payments until the amount owed to the Corporation has been
recovered.

ARTICLE V

DIVIDENDS AND RESERVES

Section 1. Sources. The Board of Directors shall have power and
authority to declare dividends from the following sources:

(a) From Earned Surplus (including current earnings);

(b) From Capital Surplus (including from appreciation of the value
of the assets of the Corporation);

Section 2. Manner of Payment. Dividends may be paid in cash, in
property, in obligations of the Corporation, or in shares of the capital stock
of the Corporation.

Section 3. Reserves. The Board of Directors shall have power and
authority to set apart, out of any funds available for dividends, such reserve
or reserves for any proper purpose, as the Board in its discretion shall
approve; and the Board shall have power and authority to abolish any reserve
created by the Board.

-13-

ARTICLE VI

TRANSACTIONS WITH THE CORPORATION:
LOANS TO DIRECTORS, OFFICERS OR EMPLOYEES

Section 1. Interested Directors. A contract or other transaction
between the Corporation and one or more of its Directors or officers, or between
the Corporation and a foreign or domestic corporation, firm or association of
any type or kind in which one or more of its directors or officers are directors
or officers, or are otherwise interested, is not void or voidable solely because
of such common directorship, officership or interest, or Solely because such
directors are present at the meeting of the Board or committee thereof which
authorizes or approves the contract or transaction, or soley because their votes
are counted for such purpose if any of the following conditions is satisfied:

(a) The contract or other transaction is fair and reasonable to
the Corporation when it is authorized, approved or ratified;

(b) The material facts as to his relationship or interest and as
to the contract or transaction are disclosed or known to the
Board or committee and the Board or committee authorizes,
approves or ratifies the contract or transaction by a vote
sufficient for the purpose without counting the vote of any
common or interested director;

(c) The material facts as to his relationship or interest and as
to the contract or transaction are disclosed or known to the
shareholders, and they authorize, approve or ratify the
contract or transaction.

Section 2. Loans to Directors, Officers, or Employees. The Corporation
may lend money to, or guarantee an obligation of, or otherwise assist an officer
or employee of the Corporation or of its subsidiary, including an officer or
employee who is a Director of the Corporation or its subsidiary, when, in the
judgments of the Board, the loan, guaranty or assistance may reasonably be
expected to benefit the Corporation. The loan, guaranty

-14-

or assistance may be with or without interest, and may be unsecured or secured
in such manner as the Board approves, including without limitation, a pledge of
shares of stock of the Corporation. Nothing in this section shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the Corporation at
common law or under any statute.

ARTICLE VII

OFFICERS

Section 1. Chairman of the Board. The Chairman of the Board shall be
selected by and from the membership of the Board of Directors. He shall preside
at all meetings of the shareholders and of the Board of Directors.

Section 2. President. The president shall be the chief executive
officer of the Corporation. He shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of president of a corporation. He shall see
that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to him by
the Board of Directors.

Section 3. Vice Presidents. The Board of Directors may select one or
more vice presidents who, subject to the control of the President, shall have
such powers and duties as may be assigned to each of them by the Board of
Directors.

Section 4. Secretary. The Secretary shall be selected by the Board of
Directors. Subject to the control of the Chairman of the Board, he shall attend
all meetings of shareholders and of

-15-

the Board of Directors, and shall preserve in books of the Corporation, true
minutes of the proceedings of all such meetings. He shall have such additional
powers and duties as may be assigned to him by the Board of Directors.

Section 5. Treasurer. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President, he shall have custody of all
corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He
shall deposit all moneys, securities and other valuable effects in the name of
the Corporation in such depositories as may be designated for the purpose by the
Board of Directors. He shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Chairman of the Board and the Directors at regular meetings of the
Board and whenever requested by them and to the President, an account of all his
transactions as Treasurer. He shall in general perform all duties incident to
the office of Treasurer, and shall have such additional powers and duties as may
be assigned to him by the Board of Directors.

ARTICLE VIII

EXECUTION OF INSTRUMENTS

Section 1. Money Instruments. All checks, drafts and orders for payment
of money shall be signed in the name of the Corporation, and shall be
countersigned by such officers or agents and in such manner including the use of
facsimile signatures as the Board of Directors shall from time to time designate
for that purpose.

Section 2. Other Instruments. The Board of Directors shall have power
to designate the officers and agents who shall

-16-

have authority to execute any contract, conveyance or other instrument or
document on behalf of the Corporation. When the execution of any contract,
conveyance or other instrument or document has been authorized without
specification of the executing officers, the Chairman of the Board or President
may execute the same in the name and on behalf of the Corporation, or any Vice
President, and the Secretary or Assistant Secretary may execute the same in the
name and on behalf of the Corporation.

ARTICLE IX

INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS

Section 1. Indemnification; Actions by Third Parties. The Corporation
hereby indemnifies any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation), by reason of the fact that he 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, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation or its shareholders, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation or its

-17-

shareholders, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

Section 2. Indemnification; Actions by or in Right of the Corporation.
The Corporation hereby indemnifies any person who was or is a party to OR is
threatened to be made a party to any 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 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, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation or its shareholders and except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.

Section 3. Indemnification Against Expenses; Directors, Officers,
Employees, or Agents Successful in Defense of Proceedings or Claims.

1. To the extent that a director, officer, employee or agent of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in sections 1 or 2 or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including

-18-

attorneys' fees) actually and reasonably incurred by him in connection
therewith.

2. Any indemnification under sections 1 or 2 (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, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in sections 1 and 2. Such determination shall be made in
either of the following ways:

(a) By the board by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or
proceeding.

(b) If such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent
legal counsel in a written opinion.

Section 4. Advance Payment; Expense of Director, Officer, Employee, or
Agent in Defending Action or Proceeding. Expenses incurred in defending a civil
or criminal action, suit or proceeding described in sections 1 or 2 may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized in the manner provided in subsection (2) of section 3
upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the Corporation.

Section 5. Validity of Indemnification Provisions in Articles, Bylaws,
Resolutions, or Agreements. A provision made to indemnify directors or officers
in any action, suit or proceeding referred to in sections 1 or 2, whether
contained in the articles of incorporation, the bylaws, a resolution of
shareholders or directors, an agreement or otherwise, shall be invalid only
insofar as it is in conflict with sections 1 to 5.

-19-

Nothing contained in sections 1 to 5 shall affect any rights to indemnification
to which persons other than directors and officers may be entitled by contract
or otherwise by law. The indemnification provided in sections l to 5 continues
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such
person.

Section 6. Liability Insurance for Directors, Officers. Employees, or
Agents. The Corporation shall have power to 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, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the Corporation would have power to indemnify him against such
liability under sections 1 to 5.

Section 7. Definitions. For the purposes of sections 1 to 6 "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, officer, employee, or agent of the Corporation which imposes duties
on, or involves services by, the director, officer, employee, or agent 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 sections 1
and 2.

-20-

ARTICLE X

CORPORATE SEAL

There shall be no corporate seal.

ARTICLE XI

FISCAL YEAR

The fiscal year of the Corporation shall end on such date as the Board
of Directors shall specify.

ARTICLE XII

AMENDMENT OF BY-LAWS

The Board of Directors of the Corporation shall have power to alter,
amend, add to, rescind or repeal the By-Laws of the Corporation by the
affirmative vote of the majority of the Directors in office.

-21-

EXHIBIT 3.45

- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
Date Received
JAN 20 1994 Adjusted per telephone (FOR BUREAU USE ONLY)
authorization from
- --------------------------------------
David Tennent. FILED

JAN 27 1994

Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau
- --------------------------------------
Name
David L. Tennent
- -----------------------------------------------------
Address
801 W. Big Beaver Rd, Ste. 500
- -----------------------------------------------------
City State ZIP Code
Troy MI 48084
- ----------------------------------------------------- EFFECTIVE DATE:

- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -

RESTATED ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read information and instructions on last page)

Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:

1. The present name of the corporation is: CMI - PRECISION MOLD, INC.

2. The corporation identification number assigned by the Bureau is:
169-300

3. All former names of the corporation are: MICHIGAN PERMOLD, INC.
MICHIGAN PERMANENT MOLD, INC.
CMI-PERMANENT MOLD, INC.

4. The data of filing the original Articles of Incorporation was: 6/8/79

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

The name of the corporation is: CMI-PRECISION MOLD, INC.

ARTICLE II

The purpose or purposes for which the corporation is formed are: To engage in
any activity within the purposes for which corporations may be formed under
the Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL

ARTICLE III

The total authorized shares:

Common shares 50,000 Preferred shares_____________________________

A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:

ARTICLE IV

1. The address of the current registered office is:

30333 Southfield Road Southfield , Michigan 48076
- -------------------------------------------------- ----------------
(STREET ADDRESS) (CITY) (ZIP CODE)

2. The mailing address of the current registered office it different than above:

________________________________________________ , Michigan ________________
(P.O. BOX) (CITY) (ZIP CODE)

3. The name of the current resident agent is: Ray H. Witt

ARTICLE V (Optional. Delete if not applicable.)

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.

ARTICLE VI (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 consents 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 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 have not
consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL

ARTICLE VII (Additional provisions, if any, may be inserted here; attach
additional pages if needed.)

SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF

5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF
DIRECTORS: OTHERWISE, COMPLETE SECTION (b)

a. [ ] These Restated Articles of Incorporation were duly adopted on the____
_____ day of________,19_______ , in accordance with the provisions of
Section 642 of the Act by the unanimous consent of the incorporators
before the first meeting of the Board of Directors.

Signed this________day of_______________________________ , 19________

_______________________________ ____________________________________

(SIGNATURES OF INCORPORATORS: TYPE OR PRINT NAME UNDER EACH SIGNATURE)

b. [x] These Restated Articles of Incorporation were duly adopted on the 14TH
day of JANUARY, 1994, in accordance with the provisions of Section 642
of the Act and: (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 discrepency 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) 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.)

[x] were duly adopted by the written consent of all the shareholders
entitled to vote in accordance with Section 407(2) of the Act.

Signed this 14 day of January, 1994

By /s/ Richard A. Nawrocki
-----------------------
(SIGNATURE)

Richard A. Nawrocki Vice President
-------------------- ---------------------
(TYPE OR PRINT NAME) (TYPE OR PRINT TITLE)

GOLD SEAL APPEARS ONLY ON ORIGINAL

ATTACHMENT TO RESTATED ARTICLES OF INCORPORATION OF
CMI-PRECISION MOLD, INC.

ARTICLE VII

(1) A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for a breach of fiduciary
duty as a director, except for 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 which involve intentional misconduct or a knowing
violation of law; (c) for a violation of Section 551(1) of the Michigan Business
Corporation Act; (d) for any transaction from which the director derived an
improper personal benefit; or (e) for any act or omission occurring prior to the
date of the approval of this Article. In the event the Michigan Business
Corporation Act is amended after the approval of this Article to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Michigan Business
Corporation Act, as so amended. Any repeal, modification or adoption of any
provision in these Articles of Incorporation inconsistent with this Article
shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal, modification or adoption.

(2) Directors and officers of the corporation shall be indemnified as of right
to the fullest extent now or hereafter permitted by law in connection with any
actual or threatened civil, criminal, administrative or investigative action,
suit or proceeding (whether formal or informal and whether brought by or in the
name of the corporation, a subsidiary or otherwise) arising out of: (a) any
actual or alleged act or omission at any time as a director or officer of the
corporation, a subsidiary, or any organization for which the person is serving
at the request of the corporation; (b) their past, present or future status as a
director of officer of the corporation, a subsidiary or any organization for
which the person is serving at the request of the corporation. Persons who are
not directors or officers of the corporation may be similarly indemnified in
respect of such service to the extent authorized at any time by the board of
directors of the corporation. The provisions of this Article shall be applicable
to directors and officers who have ceased to render such service and shall inure
to the benefit of their heirs, executors and administrators. The right of
indemnity provided herein shall not be exclusive, and the corporation may
provide indemnification to any person, by agreement or otherwise, on such terms
and conditions as the board of directors of the corporation may approve. Any
agreement for indemnification of any director, officer, employee or other person
may provide indemnification rights which are broader or otherwise different than
those set forth in the Michigan Business Corporation Act.

GOLD SEAL APPEARS ONLY ON ORIGINAL

OCT 08 1996

Administrator
MI DEPT. OF CONSUMER & INDUSTRY SERVICES
CORPORATION SECURITIES & LAND DEVELOPMENT BUREAU

EXPIRATION DATE: DECEMBER 31, 2001
- --------------------------------------------------------------------------------
CERTIFICATE OF RENEWAL OF ASSUMED NAME
FOR USE BY CORPORATIONS
(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), the
corporation in item one executes the following Certificate:

1. The corporate name, resident agent, and mailing address of its registered
office are:

CMI-PRECISION MOLD, INC.
RAY H. WITT 169300
30333 SOUTHFIELD ---------------------
SOUTHFIELD MI 48076 Identification Number

2. The assumed name under which business is transacted is:

CMI-PERMANENT MOLD

3. The registration of the assumed name is extended for a period expiring on
December 31 of the fifth full calendar year following the year in which
this renewal is filed, unless sooner terminated.

Signed this 3rd day of October, 1996

By /s/ Larry D. Schwentor
----------------------------
(Signature)

Larry D. Schwentor Corporate Secretary
-------------------- ---------------------
(Type of Print Name) (Type of Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

CORPORATION INFORMATION UPDATE

(formerly Annual Report)

1998

[ ] TO CERTIFY THERE ARE NO CHANGES FROM YOUR PREVIOUS FILLING CHECK THIS BOX
AND SKIP TO ITEM 6. FILING FEE: $15.00

FOR BUREAU USE ONLY

169300 THE OFFICE IS LOCATED AT: RETURN TO:
6546 MERCANTILE WAY MICHIGAN DEPARTMENT OF
LANSING MI 48910 CONSUMER AND INDUSTRY
(517) 334-6300 SERVICES CORPORATION,
IDENTIFICATION NUMBER SECURITIES AND LAND
DEVELOPMENT BUREAU
P.O. BOX 30057
LANSING MI 48909-7557
- -------------------------------------------------------------------------------
Corporate Name and Mailing Address
CMI-PRECISION MOLD, INC.
30333 SOUTHFIELD
SOUTHFIELD MI 48076

FILED BY DEPARTMENT JUN 30 1998
- --------------------------------------------------------------------------------
Registered Office Address in Michigan - NO., STREET, CITY, ZIP Resident Agent
30333 SOUTHFIELD RAY H. WITT
SOUTHFIELD 48076
- --------------------------------------------------------------------------------
IF THERE ARE CHANGES FROM YOUR PREVIOUS FILING, YOU MUST COMPLETE ITEMS 1
THROUGH 6.
- --------------------------------------------------------------------------------
1. Mailing address of registered 2. Resident Agent if different
office if different that preprinted than above
information above Richard A. Nawrocki
- --------------------------------------------------------------------------------
3. Address of registered office if different than preprinted information above -
NO., STREET, CITY, ZIP
- --------------------------------------------------------------------------------
4. Describe the general nature and kind of business in which the corporation is
engaged:

- ----------------------------------------------------------------------------------------------
5. NAME BUSINESS OR RESIDENCE ADDRESS
- ----------------------------------------------------------------------------------------------

President
Richard A. Nawrocki 30333 Southfield Rd. Southfield, MI 48076
-----------------------------------------------------------------------------------
Vice President
if Robert Fiolek 30333 Southfield Rd. Southfield, MI 48076
different -----------------------------------------------------------------------------------
than Secretary
President Larry Schwentor 30333 Southfield, Rd. Southfield, MI 48076
-----------------------------------------------------------------------------------
Treasurer
& Vice President Renee Weinman 30333 Southfield Rd. Southfield, MI 48076
- ----------------------------------------------------------------------------------------------
Director
if Ray H. Witt 30333 Southfield Rd. Southfield, MI 48076
different -----------------------------------------------------------------------------------
them Director
Office Robert Herr 30333 Southfield Rd. Southfield, MI 48076
-----------------------------------------------------------------------------------
Director
Gary F. Ruff 30333 Southfield Rd. Southfield, MI 48076

If space is insufficient, you may include additional pages. PLEASE DO NOT STAPLE
ADDITIONAL PAGES TO THIS REPORT. ENCLOSE $15.00 MADE PAYABLE TO THE STATE OF
MICHIGAN. THIS REPORT MUST BE FILED ON OR BEFORE MAY 15

6. Signature of an authorized Title Date
officer or agent of the
corporation Secretary 5/11/98

/s/ [ILLEGIBLE]

Required by Section 911 Act 284, Public Acts of 1972, as amended, Failure to
file this report may result in the dissolution of the corporation.

MAY 14 1998
GOLD SEAL APPEARS ONLY ON ORIGINAL

C&S 515(Rev. 6/96)
- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received (FOR BUREAU USE ONLY)
JUN 21 1999
- ---------------------

- -------------------------------------
Name FILED

Ph. 517--663--2525 Ref. # 94118 JUN 21 1999

Add Attn: Chery1 J. Bixby Administrator
MICHIGAN RUNNER SERVICE CORP. SECURITIES & LAND DEV. BUREAU
P.O. Box 266
City Eaton Rapids, MI 48827 EFFECTIVE DATE:
- -------------------------------------
- - Document will be returned to the name and address you enter above -

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read Information and instructions on the last page)

1. The present name of the corporation is: CMI - PRECISION MOLD, INC.

2. The identification number assigned by the Bureau is: [169-300]

3. The location of its registered office is:

30333 Southfield Road Southfield Michigan 48076
- ----------------------------------------------, ----------------
(Street Address) (City) (Zip Code)

4. Article I of the Articles of incorporation is hereby amended to read as
follows: The name of the corporation is HAYES LEMMERZ INTERNATIONAL - BRISTOL.,
INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1. The address of the registered office is 15300 Centennial Drive, Northville,
Michigan 48167.

3. The name of the resident agent at the registered office is Patrick B. Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL

5. (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)

The foregoing amendment of the Articles of incorporation was duly adopted on
the ___________ day of ___________ , 19 ___________ , In accordance with the
provisions of the Act by the unanlmous consent of the incorporator(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)

6. (FOR PROFIT CORPORATIONS, AND FOR 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 30th day of April, 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.

Signed this 17th day of June, 1999
By /s/ [ILLEGIBLE]
---------------------
(Signature of President, Vice-President, Chairperson, Vice-Chairperson)

William D. Shovers Vice-President
-------------------- ---------------------
(Type or Print Name) (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

JUN 28 1999

Administrator
CORP. SECURITIES & LAND DEV. BUREAU
- ----------------------------
Ph. 517-663-2525 Ref #94366
Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
P. O. Box 266
Eaton Rapids, MI 48827 EXPIRATION DATE: DECEMBER 31, 2004
- ----------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

CERTIFICATE OF ASSUMED NAME
FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
(Please read information and instructions of reverse side)

1. The true name of the corporation, limited partnership, or limited liability
company is: HAYES LEMMERZ INTERNATIONAL, BRISTOL--INC.

2. The Identification number assigned by the bureau is: 169-300

3. The location of the corporation of limited liability company registered
office in Michigan or the office at which the limited partnership records
are maintained is:

15300 Centennial Drive Northville Michigan 48167
- --------------------------------------------------------------------------------
(Street Address) (City) (State) (ZIP Code)

4. The assumed name under which business is to be transacted is:

CMI - PRECISION MOLD, INC. [X]

COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

Signed this 17th day of June 1999

By /s/ William D. Shovers
------------------------------------------
(Signature)

William D. Shovers Vice President
------------------------------------------------------
(Type or Print Name) (Type or Print Title)

------------------------------------------------------
[ILLEGIBLE]

GOLD SEAL APPEARS ONLY ON ORIGINAL

OCT 01 2001

Administrator
MI DEPT. OF CONSUMER & INDUSTRY SERVICES
BUREAU OF COMMERCIAL SERVICES

EXPIRATION DATE: DECEMBER 31, 2006
- --------------------------------------------------------------------------------

CERTIFICATE OF RENEWAL OF ASSUMED NAME
FOR USE BY CORPORATIONS
(PLEASE READ INFORMATION AND INSTRUCTIONS ON REVERSE SIDE)

1. The corporate name, resident agent, and mailing address of the registered
office are:

HAYES LEMMERZ INTERNATIONAL - BRISTOL, INC.
PATRICK B CAREY
15300 CENTENNIAL DR
NORTHVILLE MI 48167
169300
-----------------------
Identification Number

2. The assumed name under which business is transacted is:
CMI-PERMANENT MOLD [X]

3. The registration of the assumed name is extended for a period expiring on
December 31 of the fifth full calendar year following the year in which
this renewal is filed, unless sooner terminated.

4. The document is hereby signed as required by the Act.

Signed this 20th day of September, 2001

By /s/ William D. Shovers
---------------------------------------------
(Signature of an Authorized Officer or Agnet)

William D. Shovers, Vice President
------------------------------------
(Type or Print Name)

GOLD SEAL APPEARS ONLY ON ORIGINAL

- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------
Date Received (FOR BUREAU USE ONLY)
4/9/02
- -------------
This document is effective on the date filed,
unless a subsequent effective date within 90
days after received date is stated in the
document.

FILED

APR 09 2002

Administrator
Name MI DEPT. OF CONSUMER & INDUSTRY SERVICES
Kelly Brushaber BUREAU OF COMMERCIAL SERVICES
- ---------------------------------------
Address
15300 Centennial Drive
- ---------------------------------------
City State ZIP Code
Northville MI 48167 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.

CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OR 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), 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:
Hayes Lemmerz International - Bristol, Inc.

2. The Identification number assigned by the Bureau is: 169-300

3. a. The name of the resident agent on file with the Bureau is:
Patrick B. Carey

b. The location of the registered office on file with the Bureau is:

15300 Centennial Drive, Northville , Michigan 48167
----------------------------------------- -------------------
(State Address) (City) (ZIP Code)

c. The mailing address of the above registered office on file with the Bureau
is:

Same as above
-------------------------------------------, Michigan ___________________
(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: Patrick C. Cauley

b. The address of the registered office is:

15300 Centennial Drive, Northville , Michigan 48167
----------------------------------------- ------------
(Street Address) (City) (ZIP Code)

c. The mailing address of the registered office IF DIFFERENT THAN 4B is.

____________________________________________ , Michigan_____________________
(Street Address or P.O. Box) (City) (ZIP Code)

5. The above changes wore 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.

6. 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
[ILLEGIBLE] Larry Karenko, Vice president April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL

EXHIBIT 3.46

BY-LAWS

CMI-PRECISION MOLD, INC.

A MICHIGAN CORPORATION

(INCLUDING ALL AMENDMENTS AS OF 1/14/94)

1. SHAREHOLDERS' MEETING

1.1 ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

1.2 SPECIAL MEETINGS. A Special Meeting of the Shareholders may be
called to be held at such time and place as may be designated by the Chairperson
of the Board, a majority of the Board of Directors, or not less than an
aggregate of ten percent (10%) of the outstanding shares of stock of the
Corporation having the right to vote at such Special Meeting.

1.3 NOTICE OF MEETINGS. Written notice of the time, place and
purposes of every meeting of the Shareholders of this Corporation shall be
given, either personally or by mail, not less than ten (10) nor more than sixty
(60) days before said meeting to each Shareholder of record of the Corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairperson of the Board", "Board
of Directors", or "Shareholders".

1.4 WAIVER OF NOTICE. Notice of the time, place and purpose of any
meeting of the Shareholders of this Corporation may be waived by telegram,
radiogram, cablegram, or other writing either before or after such meeting has
been held.

A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting and (b) waiver of objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.

1.5 QUORUM. At every meeting of the Shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum.

1.6 RECORD DATE. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the original
date fixed for any meeting of Shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock. In such case, such
Shareholders and only such Shareholders as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation or otherwise after any
such record date is fixed as aforesaid. Nothing in this Section shall affect the
rights of a Shareholder and his/her transferee or transferor as between
themselves.

1.7 VOTING RIGHTS. At all times, each holder of record of the
common stock of the Corporation shall be entitled to one vote for each share of
common stock standing in his/her name on the books of the Corporation, subject,
however, to the full effect of the limitations imposed by the fixed record date
for determination of Shareholders set forth elsewhere in this Article.

1.8 VOTE BY SHAREHOLDER CORPORATION. Shares standing in the name
of another domestic or foreign corporation may be voted by an officer or agent,
or by proxy appointed by an officer or agent of such corporation.

1.9 ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted 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 before or
after the action all the Shareholders entitled to vote thereon consent thereto
in writing.

1.10 ELECTRONIC PARTICIPATION. A Shareholder may participate in a
meeting of Shareholders by a conference telephone or by other similar
communications equipment through which all persons participating in the meeting
may communicate with the other participants. All participants shall be advised
of the communications equipment and the names of the participants in the

conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.

2. SHARES

2.1 CERTIFICATES. Every Shareholder of this Corporation shall be
entitled to a certificate of his or her shares signed by the Chairperson of the
Board, Vice-Chairperson of the Board, President or a Vice-President and which
may also be signed by another officer of the Corporation. Each such certificate
shall state on its face that the Corporation is formed under the laws of this
state, the name of the person to whom issued, the number and class of Shares,
and the designation of the series, if any, which the certificate represents.

3. BOARD OF DIRECTORS

3.1 NUMBER AND TERM OF OFFICE. The business, property and affairs
of the Corporation shall be managed by a Board of Directors composed of one (1)
or more members who need not be Shareholders. The number of Directors for the
Board of Directors shall be determined by a majority vote of the Shareholders.
The first Board of Directors shall hold office until the first annual meeting of
Shareholders. At the first annual meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to hold office until
the succeeding annual meeting. A Director shall hold office for the term for
which he or she is elected and until his or her successor is elected and
qualified, or until his or her resignation or removal. A Director may resign by
written notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or a later time as set forth in the notice of resignation.

3.2 VACANCIES. A vacancy occurring in the Board may be filled by
the Shareholders or the Board. A vacancy filled by the Board may be filled for a
term of office continuing only until the next election of Directors by the
Shareholders.

3.3 ANNUAL MEETINGS. At the place of holding the annual meeting of
Shareholders and immediately following the same, the Board of Directors as
constituted upon final adjournment of such Shareholder meeting shall convene
without notice for the purpose of electing officers and transacting any other
business properly brought before it; provided, that the annual meeting in any
year may be held at a different time and place than that herein provided by
consent of a majority of the Directors of such new Board.

3.4 REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of

Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.

3.5 SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairperson of the Board or a majority of the Directors in
office at the time of the call, whenever in his/her or their judgment it may be
necessary, by giving reasonable notice, either personally or by mail or
telegram, of the time and place of such meeting. Any action taken at any such
meeting shall not be invalidated for want of notice if such notice shall be
waived as herein provided.

3.6 WAIVER OF NOTICE. Notice of the time and place of any meeting
of the Board of Directors may be waived in writing or by telegram, radiogram, or
cablegram, either before or after such meeting has been held. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless he or she at the beginning of the meeting, or upon his
or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.

3.7 PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.

3.8 ELECTRONIC PARTICIPATION. A Director may participate in a
meeting of the Board or of any committee designated by the Board by means of a
conference telephone or similar communications equipment through which all
persons participating in the meeting can communicate with the other
participants. Participation in a meeting pursuant to this subsection constitutes
presence in person at the meeting.

3.9 QUORUM. A majority of the Directors then in office, or of the
members of a committee thereof, constitutes a quorum for the transaction of
business. If there shall be less than a quorum present at any meeting of the
Board of Directors, a majority of the Directors present may adjourn the meeting
from time to time without notice other than announcement at the meeting until a
quorum shall be present, at which time any business may be transacted which
might have been transacted at the meeting as first convened had there been a
quorum present. The vote of the majority of the Directors present at any meeting
of the Board or committee thereof at which a quorum is present constitutes the
action of the Board or of the committee except that amendment of these By-Laws
requires the vote of not less than a majority of the members of the Board then
in office.

3.10 ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a

meeting of the Board or a committee thereof, may be taken without a meeting if,
before or after the action, all members of the Board then in office or of the
committee consent to the action in writing. The written consents shall be filed
with the minutes of the proceedings of the Board or the committee. The consent
has the same effect as a vote of the Board or committee for all purposes.

3.11 ELECTION OF OFFICERS. The Board of Directors of the
Corporation shall elect or appoint a president, a secretary and a treasurer and
may elect or appoint a chairman of the board. None of said officers, except the
chairman of the board, need be a director. The Board of Directors shall have the
power to appoint such other officers and agents as the board may deem necessary
for the transaction of the business of the Corporation, including the power to
appoint one or more vice-presidents and one or more attorneys-in-fact.

4. OFFICERS

4.1 OFFICERS. The officers of the Corporation shall consist of a
president, secretary, treasurer and, if approved by the Board, a chairperson of
the Board, one or more vice-presidents and such other officers as may be
determined by the Board.

4.2 CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall
be selected by and from the membership of the Board of Directors. He/she shall
preside at all meetings of the Shareholders and of the Board of Directors.

4.3 PRESIDENT. The President shall be the chief executive officer
of the Corporation. He/she shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of president of a corporation. He/she shall
see that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to
him/her by the Board of Directors.

4.4 VICE-PRESIDENTS. The Board of Directors may select one or more
vice-president who, subject to the control of the president, shall have such
powers and duties as may be assigned to each of them by the Board of Directors.

4.5 SECRETARY. The Secretary shall be selected by the Board of
Directors. Subject to the control of the Chairperson of the Board, he/she shall
attend all meetings of Shareholders and of the Board of Directors, and shall
preserve in books of the Corporation, true minutes of the proceedings of all
such meetings. He/she shall have such additional powers and duties as may be
assigned to him/her by the Board of Directors.

4.6 TREASURER. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President, he/she shall have custody of
all corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He/she
shall deposit all monies, securities and other valuable effects in the name of
the Corporation in such depositories as may be designated for the purpose by the
Board of Directors. He/she shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Chairperson of the Board and the Directors at regular meetings of
the Board and whenever requested by them and to the President, an account of all
his transactions as Treasurer. He/she shall in general perform all duties
incident to the office of treasurer, and shall have such additional powers and
duties as may be assigned to him/her by the Board of Directors.

4.7 TERM; REMOVAL OF OFFICERS AND AGENTS; RESIGNATION. An officer
elected or appointed as herein provided shall hold office for the term for which
he or she is elected or appointed and until his/her successor is elected or
appointed and qualified, or until his/her resignation or removal. Any officer or
agent may be removed by the Board of Directors at any time, with or without
cause. The removal of an officer shall be without prejudice to his contract
rights, if any. The election or appointment of an officer does not of itself
create contract rights. An officer may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
at a subsequent time specified in the notice of resignation.

5. EXECUTION OF INSTRUMENTS

5.1 MONEY INSTRUMENTS. All checks, drafts and orders for payment
of money shall be signed in the name of the Corporation by such officer(s) or
agent(s) and in such manner including the use of facsimile signatures as the
Board of Directors shall from time to time designate for that purpose.

5.2 OTHER INSTRUMENTS. The Board of Directors shall have power to
designate the officers and agents (or a single officer or agent) who shall have
authority to execute any contract, conveyance or other instrument or document on
behalf of the Corporation. When the execution of any contract, conveyance or
other instrument or document has been authorized without specification of the
executing officers, the Chairperson of the Board or President may execute the
same in the name and on behalf of the Corporation, or any Vice-President, and
the Secretary or Assistant Secretary may execute the same in the name and on
behalf of the Corporation.

6. INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

6.1 THIRD-PARTY PROCEEDING. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he/she 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, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him/her in connection with
such action, suit or proceeding if he/she acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of the
Corporation or its Shareholders, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he/she reasonably believed to be in or not opposed to the best
interests of the Corporation or its Shareholders, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his/her
conduct was unlawful.

6.2 DERIVATIVE SHAREHOLDER LIABILITY. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any 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/she
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 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; except that no indemnification shall be made for any claim, issue
or matter in which the person has been found liable to the Corporation except to
the extent ordered by a court of competent jurisdiction.

7. AMENDMENT OF BY-LAWS

EXHIBIT 3.47

- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
(FOR BUREAU USE ONLY) Date Received

FILED JUN 8 1987
--------------------
JUN 22 1987
--------------------
Administrator
MICHIGAN DEPARTMENT OF COMMERCE --------------------
Corporation & Securities Bureau
- --------------------------------------------------------------------------------
RESTATED ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS

(Please read instructions and Paperwork Reduction Act notice on last page)

Pursuant to the provisions of Act 284, Public Acts of 1972, as amended,
the undersigned corporation executes the following Articles:

1. The present name of the corporation is: CMI - CAST PARTS, INC.

2. The corporation identification number (CID) assigned by the Bureau is:
103-954

3. All former names of the corporation are:

CMI - Cadillac, Inc.
Cadillac Malleable Iron Company

4. The date of filing the original Articles of Incorporation was: June 1, 1922

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

The name of the corporation is: CMI-CAST PARTS, INC.

ARTICLE II

The purpose or purposes for which the corporation is organized are:

to engage in an activitity within the purposes for which corporations may
be organized under the Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL

ARTICLE III

The total authorized capital stock is:

1. Common shares 5,000 Par Value Per Share $50.00

Preferred shares___________________ Par Value Per Share $______________

and/or shares without par value as follows:

2. Common shares______________________ Stated Value Per Share $_____________

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:

Shareholders shall have no preemptive right to subscribe for additional
shares.

ARTICLE IV

1. The address of the current registered office is:

230 Tenth Street Cadillac , Michigan 49601
-------------------------------------------- ------------
(Street Address) (City) (ZIP Code)

2. The mailing address of the current registered office if different than
above:

------------------------------------------- , Michigan --------------------
(P.O. Box) (City) (ZIP Code)

3. The name of the currant resident agent is: Barbara Brehm

ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)

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

ARTICLE VI (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 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.

ARTICLE VII (Additional provisions, if any, may be inserted here; attach
additional pages if needed.)

SEE ATTACHED PAGE

5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF
DIRECTORS; OTHERWISE, COMPLETE SECTION (b)

a. [ ] These Restated Articles of incorporation were duly adopted on the_____
day of__________, 19____, in accordance with the provisions of Section
642 of the Act by the unanimous consent of the incorporators before
the first meeting of the Board of Directors.

Signed this______ day of __________________________________, 19_______
_________________________________ ______________________________________
_________________________________ ______________________________________
(Signature of all incorporators; type or print name under each signature)

b. [x] These Restated Articles of incorporation were duly adopted on the 20th
day of May, 1987, in accordance with the provisions of Section 642 of
the Act and: (check one of the following)

[x] 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 all the shareholders
entitled to vote in accordance with Section 407(3) of the Act.

Signed this 20th day of May, 1987

By /s/ Ray H. Witt
--------------------------------------------
(Signature)

Ray H. Witt President
--------------------------------------------
(Type or Print Name and Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

DOCUMENT WILL BE RETURNED TO NAME AND MAILING Name of person or organization
ADDRESS INDICATED IN THE BOX BELOW. remitting fees:
Include name,street and number (or P. O. box),
city, state and ZIP code.
______________________________

______________________________

Preparer's name and business
David L. Tennent telephone number:
801 W. Big Beaver, Ste. 500
Troy, MI 48084 David L. Tennent

(313) 362-1300

INFORMATION AND INSTRUCTIONS

1. This form is issued under the authority of Act 284, P.A. of 1972, as
amended. The articles of incorporation cannot be restated until this form,
or a comparable document, is submitted.

2. 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.

3. 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.

4. 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.

5. Item 2 -- Enter the identification number previously assigned by the
Bureau. If this number is unknown, leave it blank.

6 The duration of the corporation should be stated in the restated articles
of incorporation only if it is not perpetual.

7. 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.

8. 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.

9. 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.

10. 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

ATTACHMENT TO
RESTATED ARTICLES OF INCORPORATION OF
CMI-CAST PARTS, INC.
CID # 103-954

ARTICLE VII

A director of the Corporation shall not be personally liable
to the Corporation or its shareholders for monetary damages for a breach of the
director's fiduciary duty. However, this provision does not eliminate or limit
the liability of a director for any of the following reasons:

(i) A breach of the director's duty of loyalty to the Corporation or
its shareholders.

(ii) Acts or omissions not in good faith or that involve intentional
misconduct or knowing violation of the law.

(iii) A violation of section 551(1) of the Michigan Business
Corporation Act.

(iv) A transaction from which the director derived an improper personal
benefit.

(v) An act or ommission occurring on or before the filing of these
Restated Articles of Incorporation.

GOLD SEAL APPEARS ONLY ON ORIGINAL

FOR BUREAU USE ONLY

914E#2612 0123 P-[ILLEGIBLE] $15.00
914E#2612 0123 ORG&FI $5.00

1991 MICHIGAN ANNUAL REPORT - PROFIT CORPORATIONS
(Please read instructions before completing form)

This report shall be filled by all profit corporations no later than
May 15, 1991, showing the corporate condition at the close of business on
December 31 or upon the date of the close of the latest fiscal year next
preceding the time for filing. ONLY those corporations incorporated or admitted
after December 31, 1990 and before May 15, 1991 are exempt from filing. The
report is required in accordance with the provisions of Section 911, Act 284,
Public Acts of 1972, Penalties may be assessed under the Act for failure to
file,

- --------------------------------------------------------------------------------
This Report Must be Report of Condition on Corporation
filled before May 16, 1991 December 31, 1990 or __________ Number 103954
- --------------------------------------------------------------------------------
1. Corporate Name
CMI-CAST PARTS, INC.
230 TENTH ST., POB 40
CADILLAC MI 7
49601 8
9
- --------------------------------------------------------------------------------
2. Resident Agent - do not alter 4. Federal Employer No. 5. Term of Existence
preprinted Information in this
item or item 3.

BARBARA BREHM PERPETUAL
- --------------------------------------------------------------------------------
3. Registered Office 6. Incorporation Date 7. State of incorporation
Address in Michigan -
No., Street, City, Zip 06/01/1922 MI
------------------------------------------------

230 TENTH ST.,POB 40 8. Date of Admittance 9. Act Under Which
CADILLAC 49601 (Foreign Corp.) Incorporated (if other
than 1931, P.A. 327
or 1972, P.A. 284)

084-1921
- --------------------------------------------------------------------------------

10. COMPLETE THIS SECTION ONLY IF THE RESIDENT AGENT IN ITEM 2 OR THE
REGISTERED OFFICE IN ITEM 3 HAS CHANGED.

- --------------------------------------------------------------------------------

a. The name of the successor resident agent is: FILED BY DEPARTMENT FEB 01 '91

b. The address of the registered office is changed to:

1500 Fourth Avenue, P. O. Box 40, Cadillac, Michigan 49601
------------------------------------------- -----
(street Address) (City) (ZIP Code)

c. The mailing address of the registered office if different that 10b. is:

____________________________________________ , Michigan _____________________
(Address) (City) (ZIP Code)

ADD # 5.00 TO THE #15.00 ANNUAL REPORT FILING FEE IF THIS SECTION IS COMPLETED

11. Corporate Stock Report - Total Authorized Shares (not merely outstanding).

- ----------------------------------------------------------------------------------------------
Amount Amount
Type of Stock No. of Shares Authorized Subscribed paid-in

COMMON 5,000.00 $ $177,525.00
- ----------------------------------------------------------------------------------------------
$ $
- ----------------------------------------------------------------------------------------------
$ $
- ----------------------------------------------------------------------------------------------
$ $
- ----------------------------------------------------------------------------------------------
$ $
- ----------------------------------------------------------------------------------------------

12. The corporation states that the address of its registered office and the
address of the business office of its resident agent are identical. Any
changes were authorized by resolution duly adopted by its board of
directors, except when filed by the resident agent to change the address of
the registered office.

Signed this 21st day of January, 1991.

COMPLETE By /s/ Barbara Brehm
BOTH SIDES -----------------------------------------
(SIGNATURE OF AUTHORIZED OFFICER OR AGENT)*

Barbara Brehm, Resident Agent
-------------------------------------------
(Type of Print Name and Title)

*If item 10 is completed, this report must
be signed by the president, vice-president,
chairperson, vice-chairperson, secretary or
assistant secretary of the corporation. If
only the registered office address is
changed, it may be signed by the resident
JAN 22 1991 agent.

GOLD SEAL APPEARS ONLY ON ORIGINAL

13. The following is a statement of assets and liabilities as shown by the books
of the corporation of December 31, 1990 or __________________ (close of
fiscal year next preceding May 15, 1991) listed separately as to property
within and without Michigan. The balance sheet of a Michigan corporation
must be the same balance sheet as furnished to shareholders.

WITHIN WITHOUT
ASSETS TOTAL MICHIGAN MICHIGAN LIABILITIES AND EQUITY
- ------ ----- -------- -------- ----------------------

Cash 250 Notes and Accounts Payable, Trade 766,908
---------------------------------------------------------------------------- -----------------
Notes and Accounts Receivable 1,153,836 Notes and Accounts Payable, Other
--------------------------------------------------- -----------------
Inventories 1,811,731 Accrued Expenses 694,275
--------------------------------------------------------------------- ----------------------------------
Prepaid Expenses 6,632 Long Term Indebtedness 16,605,843
---------------------------------------------------------------- ----------------------------
Non-current Notes and
Account Receivable Reserves and Contingent Liabilities
------------------------------------------------------------- ----------------
Land 10,152 Deferred Income Tax (153, 000)
---------------------------------------------------------------------------- --------------------------------
Depreciable Assets
Machinery and Equipment 16,762,693
-------------------------------------------------------------------------------------------------------
Furniture and Fixtures 169,350
--------------------------------------------------------------------------------------------------------
Buildings 3,544,398 Stockholders Equity
------------------------------------------------------------------- -------------------------------
Other Common Stock 177,525
----------------------------------------------------------------------- ----------------------------------
Preferred Stock
----------------------------------------------------------------------------

----------------------------------------------------------------------------
Less Depreciation 2,436, 865
-----------------------------------------------------------
Net Depreciable Assets 18,049,728 Additional Paid-in Capital 4,360
------------------------------------------------------ ------------------------
Investments Retained Earnings (deficit) 2,926,266
Investments in Subsidiaries Other
------------------------------------------------- ----------------------------------------
Other Investments Total Stockholders Equity 3,108,151
----------------------------------------------------------- --------------------
Other Assets 21,022,177 -0-
---------------------------------------------------------------------
TOTAL ASSETS 21,022, 177 TOTAL LIABILITIES & EQUITY 21,022,177

14. Corporate Officers and Directors.

- --------------------------------------------------------------------------------------------
OFFICE NAME, STREET & NUMBER, CITY, STATE & ZIP CODE
- --------------------------------------------------------------------------------------------

President Ray H. Witt, 30333 Southfield Rd., Southfield, MI 48076
If Different---------------------------------------------------------------------------------
than Secretary Richard A. Nawrocki, 30333 " " " " "
President ---------------------------------------------------------------------------------
Treasurer " " " " " " "
---------------------------------------------------------------------------------
Vice-President O. R. Tate, 1500 4th Ave., Cadillac MI 49601
- ---------------------------------------------------------------------------------------------
If Different Director Ben S. Head, 30333 Southfield Rd., Southfield, MI 48076
than ---------------------------------------------------------------------------------
Officers Director
- --------------------------------------------------------------------------------------------
Director
- --------------------------------------------------------------------------------------------
Director
- ---------------------------------------------------------------------------------------------

15. Principal business office, and, if different, principal place of business in
Michigan: 1500 4th Ave., Cadillac MI 49601

16. Nature and type of business in which corporation is engaged: Iron Casting
Foundry

17. a. Name of parent corporation: CMI-International, Inc., Southfield, MI 48076

b. List any subsidiary corporations:

After filling, this report is open to reasonable inspection by the public
pursuant to Section 915 of the Act, Public Acts of 1972, as amended.

Filing Fee $15.00 (without RETURN TO:
Change of agent or DEPARTMENT OF COMMERCE
registered office) CORPORATION AND SECURITIES BUREAU
Filing Fee $20.00 (with CORPORATION DIVISION
change of agent or 6546 MERCANTILE WAY
registered office P.O. BOX 30057
in item 10) LANSING, MICHIGAN 48909
MAKE REMITTANCE PAYABLE TO:
"STATE OF MICHIGAN"
Include Corporation Name and CID
Number on Check or
Money Order

GOLD SEAL APPEARS ONLY ON ORIGINAL

Required by Section 911, Act 284, Public 1992
Acts of 1972. Failure to file this report MICHIGAN ANNUAL REPORT
may result in the automatic PROFIT CORPORATIONS
dissolution/revocation of the corporation.

This report must be filed by all profit
corporations no later than MAY 15, 1992.
Show the corporate condition at the close of
business on December 31 or upon the closing
date of the latest corporate fiscal year CORPORATION NUMBER
prior to May 15, 1992 (enter date below). 103954
Only those corporations incorporated or
admitted after December 31, 1991 are exempt
from filing. This report will be open to
reasonable public inspection pursuant to
Section 915, Act 284 of 1972, as amended.

- --------------------------------------------------------------------------------
Corporate condition on If the Resident Agent or the 7
DECEMBER 31, 1991 or Registered Office has changed enter 8
fiscal year ending: 5/31/91 the corrections below - and add $5.00 9
to the $15.00 filing fee.
- --------------------------------------------------------------------------------
FILED BY DEPARTMENT MAY 1992

1. Corporate Name 1a. Mailing address of registered office
if different than 1 (Domestic Corps
Only)
CMI-CAST PARTS, INC.
1500 FOURTH AVE., P.O. BOX 40
CADILLAC MI
49601
- --------------------------------------------------------------------------------
2. Resident Agent 2a. Resident Agent if different than 2

BARBARA BREHM Richard A. Nawrocki
- --------------------------------------------------------------------------------
3. Registered Office Address in 3a. Address of registered office if
Michigan- NO., STREET, CITY, ZIP different from 3-NO., STREET, CITY,
1500 FOURTH AVE., P.O. BOX 40 ZIP
CADILLAC 49601 30333 Southfield Road
Southfield,MI 48076
- --------------------------------------------------------------------------------
4. Federal Employer No. 5. Term of Existence (if not 6. The Act Under Which
perpetual) Incorporated (if
38-0392940 PERPETUAL other than 1931,
P.A. 327 or 1982,
P.A. 162)
084-1921
- --------------------------------------------------------------------------------
7. State of Incorporation 8. Incorporation Date 9. Date of Admittance
(Foreign Corporation)
MI 06/01/1992
- --------------------------------------------------------------------------------
10. State the nature and type of business in which the corporation is engaged:
Manufacture of Castings
- --------------------------------------------------------------------------------
11. Principal business office, and if 12a. Name of parent corporation:
different, principal place of
business in Michigan: CMI INTERNATIONAL, INC.

230 Tenth Street 12b. List all subsidiary corporations:
Cadillac,
MI 49601 None
- --------------------------------------------------------------------------------
13. Corporate Stock Report-Total Authorized Shares (not merely outstanding)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------
Type of Stock Number of Shares Authorized Amount Subscribed Amount Paid-in
- --------------------------------------------------------------------------------------

COMMON 5,000.000 $ $ 143,225
- --------------------------------------------------------------------------------------
$ $
- --------------------------------------------------------------------------------------
$ $
- --------------------------------------------------------------------------------------
$ $
- --------------------------------------------------------------------------------------
$ $
- --------------------------------------------------------------------------------------

The Corporation states
that the address of its
registered office and the Signed this 4th day of May, 1991
address of the business
office of its resident
agent are identical. Any
changes were authorized by
resolution duly adopted by
its board of directors,
except when filed by the
resident agent to change
the address of the
registered office.

* IF THE RESIDENT AGENT OR
REGISTERED OFFICE IS
CHANGED, THIS REPORT MUST
BE SIGNED BY EITHER THE
PRESIDENT, VICE-PRESIDENT,
CHAIRPERSON,
VICE-CHAIRPERSON, By /s/ Larry Schwarter
SECRETARY, OR ASSISTANT -----------------------------------------
SECRETARY OF THE (Signature of Authorized Officer or Agent)*
CORPORATION. IF ONLY THE
ADDRESS OF THE REGISTERED
OFFICE IS CHANGED, THIS By /s/ Larry Schwarter Secretary
REPORT MAY BE SIGNED BY -----------------------------------------
THE RESIDENT AGENT. (Type or Print Name and Title)

COMPLETE BOTH SIDES

GOLD SEAL APPEARS ONLY ON ORIGINAL

14. The following is a statement of the assets and liabilities, within and
outside Michigan, as shown by the books of the corporation on December 31,
1991 or 5/31/91 (enter the closing date of the latest corporate fiscal year
prior to May 15, 1992). The balance sheet of a Michigan corporation must be
the same as furnished to shareholders.

ASSETS TOTAL WITHIN MICHIGAN OUTSIDE MICHIGAN

CASH 114,727
-----------------------------------------------------------------------------------
NOTES AND ACCOUNTS RECEIVABLE 2,822,558
----------------------------------------------------------
INVENTORIES 1,086,361
----------------------------------------------------------------------------
PREPAID EXPENSES 867,727
-----------------------------------------------------------------------
NON-CURRENT NOTES AND ACCOUNTS RECEIVABLE
----------------------------------------------

LAND 528,426
-----------------------------------------------------------------------------------
DEPRECIABLE ASSETS

Machinery and Equipment 23,985,236
--------------------------------------------------------------
Furniture and Fixtures 248,447
---------------------------------------------------------------
Buildings 3,450,354
----------------------------------------------------------------------------
Other 162,916
--------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------
Less Depreciation 2,615,187
--------------------------------------------------------------------
Net Depreciable Assets 25,231,766
---------------------------------------------------------------

INVESTMENTS

Investments in Subsidiaries
----------------------------------------------------------
Other Investments
--------------------------------------------------------------------
OTHER ASSETS 175,231
-------------------------------------------------------------------------
TOTAL ASSETS 30,826,796
-------------------------------------------------------------------------

LIABILITIES AND EQUITY

NOTES AND ACCOUNTS PAYABLE, TRADE 1,988,956
-------------------
NOTES AND ACCOUNTS PAYABLE, OTHER 342,657
-------------------
ACCRUED EXPENSES 574,732
------------------------------------
LONG TERM INDEBTEDNESS 24,362,588
------------------------------

RESERVES AND CONTINGENT LIABILITIES
Deferred Income Tax 45,000
-----------------------------

STOCKHOLDERS EQUITY
Common Stock 143,225
------------------------------------
Preferred Stock 1
---------------------------------
Additional Paid-In Capital 3,518
----------------------
Retained Earnings (deficit) 2911636
----------------------
Other Liabilities 454,484
-------------------------------
Total Stockholders Equity 3,058,379
--------------------
TOTAL LIABILITIES & EQUITY 30,826,796
--------------------------

15. Corporate Officers and Directors (Name, Street Address, City, State, ZIP
Code)

- ------------------------------------------------------------------------------------------------------
President Ray H. Witt, 30333 Southfield Rd., Southfield, MI 48076
- ------------------------------------------------------------------------------------------------------
Secretary Larry D. Schwentor, 30333 Southfield Rd., Southfield, MI 48076
---------------------------------------------------------------------------------
If Different Treasurer Richard A. Nawrocki, 30333 Southfield Rd., Southfield, MI 48076
than President ---------------------------------------------------------------------------------
Vice-President Malcolm Engleby, 30333 Southfield Rd., Southfield, MI 48076
- ------------------------------------------------------------------------------------------------------
Director Ray H. Witt, 30333 Southfield Rd., Southfield, MI 48076
---------------------------------------------------------------------------------
If Different Director Gary F. Ruff, 30333 Southfield Rd., Southfield, MI 48076
than Officers ---------------------------------------------------------------------------------
Director Richard A. Nawrocki, 30333 Southfield Rd., Southfield, MI 48076
---------------------------------------------------------------------------------
Director
- ------------------------------------------------------------------------------------------------------

[ILLEGIBLE] $15.00-without change of agent or registered office.
$20.00-with change of agent or registered office.
Include Corporate Name and CID Number on Check or
Money Order Payable to: "STATE OF MICHIGAN".

[ILLEGIBLE] Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
6546 Mercantile Way
P.O. Box 30057
Lansing, Michigan 48909

GOLD SEAL APPEARS ONLY ON ORIGINAL

MICHIGAN ANNUAL REPORT - LIST OF ADDITIONAL DIRECTORS

NAME OF CORPORATION CMI-Cast Parts, Inc
CID # 103954

NAME AND ADDRESS:

Terry Franklin, Vice President, 30333 Southfield Rd., Southfield MI 48076
- --------------------------------------------------------------------------------
Gary F. Ruff, Executive V.P., 30333 Southfield Rd., Southfield, MI 48076
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

GOLD SEAL APPEARS ONLY ON ORIGINAL

- ---------------------------------------- FILED
Name
JUN 21 1999
517-663-2525 Ref # 94118
Address Attn: Cheryl J. Bixby Administrator
MICHIGAN RUNNER SERVICE CORP. SECURITIES & LAND DEV. BUREAU

City P.O. Box 266
Eaton Rapids, MI 48827 EFFECTIVE DATE:
- ----------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read information and instructions on the last page)

1. The present name of the corporation is: CMI-CAST PARTS, INC.

2. The identification number assigned by the Bureau is: 103-954

3. The location of its registered office is:

1500 Fourth Avenue, P.O. Box 40 Cadillac, Michigan 49601
- ----------------------------------------------- -----------
(Street Address) (City) (ZIP Code)

4. Article I of the Articles of Incorporation is hereby amended to read as
follows:

The name of the corporation is HAYES LEMMERZ INTERNATIONAL-CADILLAC, INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1. The address of the registered office is 15300 Centennial Drive, Northville,
Michigan 48167.

3. The name of the resident agent at the registered office is Patrick B. Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL

5. (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 incorporator(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)

6. (FOR PROFIT CORPORATIONS, AND FOR 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 30th day of April, 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.

[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.

Signed this 17th day of June, 1999

By /s/ [ILLEGIBLE]
------------------------------------------------------
(Signature of President, Vice-President,
Chairperson, Vice-Chairperson)

William D. Shovers Vice-President
--------------------------------------------------------------------
(Type or Print Name) (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

FILED

JUN 28 1999

- ----------------------------------------
517-663-2525 Ref # 94366
Attn: Cheryl J. Bixby Administrator
MICHIGAN RUNNER SERVICE CORP., SECURITIES & LAND DEV. BUREAU
P.O. BOX 266
Eaton Rapids, MI 48827 EXPIRATION DATE: DECEMBER 31, 2004
- ----------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

CERTIFICATE OF ASSUMED NAME
FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES

(Please read information and Instructions on reverse side)

1. The true name of the corporation, limited partnership, or limited liability
company is:
HAYES LEMMERZ INTERNATIONAL-CADILLAC, INC.

2. The identification number assigned by the Bureau is: 103-954

3. The location of the corporation or limited liability company registered
office in Michigan or the office at which the limited partnership records
are maintained is:

15300 Centennial Drive Northville Michigan 48167
-----------------------------------------------------------------------------
(Street Address) (City) (State) (ZIP Code)

4. The assumed name under which business is to be transacted is:

CMI - CAST PARTS, INC.

COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE
ENTITY.

Signed this 17th day of June 1999

By /s/ [ILLEGIBLE]
-------------------------------
(Signature)

William D. Shovers Vice President
------------------- ---------------------
(Type or Print Name) (Type or Print Title)

__________________________________________________________________________
- - (Limited Partnership Only [ILLEGIBLE] Indicate Name of General Partner if
a corporation or Other Entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL

BCS/CD-520(Rev.06/01)
- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------
Date Received (FOR BUREAU USE ONLY) FILED

- ----------------- APR 22 2002
This document is effective
on the date filed, unless a CIS Administrator
subsequent effective date BUREAU OF COMMERCIAL SERVICES
within 90 days after received [ILLEGIBLE]
date is stated in the document.
- -------------------------------------------------
Name
Kelly Brushaber
- -------------------------------------------------
Address
15300 Centennial Drive
- -------------------------------------------------
City State Zip Code
Northville MI 48167 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.

1. The name of the corporation or limited liability company is:

Hayes Lemmerz International - Cadillac, Inc.

2. The identification number assigned by the Bureau is: 103-954

3. a. The name of the resident agent on file with the Bureau is:
Patrick B. Carey

b. The location of the registered office on file with the Bureau is:

15300 Centennial Drive, Northville, Michigan 48167
------------------------------------ ----------
(Street Address) (City) (ZIP Code)

c. The mailing address of the above registered office on file with the
Bureau is:

Same as above , Michigan
------------------------------------ ----------
(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: Patrick C. Cauley

b. The address of the registered office is:

15300 Centennial Drive, Northville, Michigan 48167
------------------------------------ ----------
(Street Address) (City) (ZIP Code)

c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

, Michigan
------------------------------------ ----------
(Street Address or P.O. Box) (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.

6. 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/ [ILLEGIBLE] Larry Karenko, Vice President April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL

EXHIBIT 3.48

BY-LAWS

CMI-CAST PARTS, INC.

A MICHIGAN CORPORATION

(INCLUDING ALL AMENDMENTS AS OF 1/14/94)

1. SHAREHOLDERS' MEETING

1.1 ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting and (b) waiver of objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.

1.6 RECORD DATE. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the original
date fixed for any meeting of Shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock. In such case, such
Shareholders and only such Shareholders as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of nay stock on the books of the Corporation or otherwise after any
such record date is fixed as aforesaid. Nothing in this Section shall affect the
rights of a Shareholder and his/her transferee or transferor as between
themselves.

conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.

2. SHARES

3. BOARD OF DIRECTORS

3.1 NUMBER AND TERM OF OFFICE. The business, property and affairs
of the Corporation shall be managed by a Board of Directors composed of one (1)
or more members who need not be Shareholders. The number of Directors for the
Board of Directors shall be determined by a majority vote of the Shareholders.
The first Board of Directors shall hold office until the first annual meeting
of Shareholders. At the first annual meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to hold office until
the succeeding annual meeting. A Director shall hold office for the term for
which he or she is elected and until his or her successor is elected and
qualified, or until his or her resignation or removal. A Director may resign by
written notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or a later time as set forth in the notice of resignation.

3.4 REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of

Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.

3.6 WAIVER OF NOTICE. Notice of the time and place of any meeting
of the Board of Directors may be waived in writing or by telegram, radiogram, or
cablegram, either before or after such meeting has been held. A Director's
attendance at or participation in a meeting waves any required notice to him or
her of the meeting unless he or she at the beginning of the meeting, or upon his
or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.

3.7 PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.

3.9 QUORUM. A majority of the Directors then in office, or of the
members of a committee thereof, constitutes a quorum for the transaction of
business. If there shall be less than a quorum present at any meeting of the
Board of Directors, a majority of the Directors present may adjourn the meeting
from time to time without notice other than announcement at the meeting until a
quorum shall be present, at which time any business may be transacted which
might have been transacted at the meeting as first convened had there been a
quorum present. The vote or the majority of the Directors present at any meeting
of the Board or committee thereof at which a quorum is present constitutes the
action of the Board or of the committee except that amendment of these by-Laws
requires the vote of not less than a majority of the members of the Board then
in office.

3.10 ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a

4. OFFICERS

4.2 CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall
be selected by and from the membership of the Board of Directors. He/She shall
preside at all meetings of the Shareholders and of the Board of Directors.

4.7 TERM; REMOVAL OF OFFICERS AND AGENTS; RESIGNATION. An officer
elected or appointed as herein provided shall hold office for the term for
which he or she is elected or appointed and until his/her successor is elected
or appointed and qualified, or until his/her resignation or removal. Any officer
or agent may be removed by the Board of Directors at any time, with or without
cause. The removal of an officer shall be without prejudice to his contract
rights, if any. The election or appointment of an officer does not of itself
create contract rights. An officer may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
at a subsequent time specified in the notice of resignation.

5. EXECUTION OF INSTRUMENTS

6. INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

6.2 DERIVATIVE SHAREHOLDER LIABILITY. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any 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/she
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 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; except that no indemnification shall be made for any claim, issue
or matter in which the person has been found liable to the Corporation except to
the extent ordered by a court of competent jurisdiction.

7. AMENDMENT OF BY-LAWS

These by-laws may be altered; amended, added to, rescinded or repealed
by the affirmative vote of a majority of the Shares entitled to vote or, except
insofar as exercise of such power shall be contrary to the Articles of
Incorporation, by the Board of Directors.

EXHIBIT 3.49

- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
Date Received Adjusted per telephone (FOR BUREAU USE ONLY)
JAN 20 1994 authorization from
David Tennent FILED

JAN 27 1994

Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau

- ---------------------------------------
Name
David L. Tennent
- ---------------------------------------
Address
801 W. Big Beaver Rd, Ste. 500
- ---------------------------------------
City State Zip Code
Troy MI 48084 EFFECTIVE DATE:
- ---------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -

RESTATED ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read information and instructions on last page)

Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:

1. The present name of the corporation is: CMI-EQUIPMENT & ENGINEERING, INC.

2. The Corporation identification number assigned by the Bureau is: 123-202

3. All former names of the corporation are: SEATON ENGINNERING COMPANY
SEATON-SSK ENGINEERING, INC.

4. The date of filing the original Articles of Incorporation was: 4/25/73

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

The name of the corporation is: CMI-EQUIPMENT & ENGINEERING, INC.

ARTICLE II

The purpose of purposes for which the corporation is formed are: To engage in
any activity within the purposes for which corporations may be formed under
the Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL

ARTICLE III

The total authorized shares:

Common shares 50,000 Preferred shares _________________________

A statement of all or any of the relative rights, preferences and limitations
of the shares of each class is as follows:

ARTICLE IV

1. The address of the current registered office is:

30333 Southfield Road Southfield, Michigan 48076
---------------------------------------- ---------
(STREET ADDRESS) (CITY) (ZIP CODE)

2. The mailing address of the current registered office if different than above:

, Michigan
----------------------------------------- ---------
(P.O. BOX) (CITY) (ZIP CODE)

3. The name of the current resident agent is: Ray H. Witt

ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)

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.

ARTICLE VI (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 consents 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 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 have not
consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL

ARTICLE VII (ADDITIONAL PROVISIONS, IF ANY, MAY BE INSERTED HERE; ATTACH
ADDITIONAL PAGES IF NEEDED.)

SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF

5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE
UNANIMOUS CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE
BOARD OF DIRECTORS: OTHERWISE, COMPLETE SECTION (b)

a. [ ] These Restated Articles of Incorporation were duly adopted on
the _____ day of _____________, 19 ___________________________,
in accordance with the provisions of Section 642 of the Act by
the unanimous consent of the incorporators before the first
meeting of the Board of Directors.

Signed this_______ day of____________________________________,

19_____________________________ ______________________________

_______________________________ ______________________________
(SIGNATURES OF INCORPORATORS; TYPE OR PRINT NAME UNDER EACH
SIGNATURE)

b. [X] These Restated Articles of Incorporation were duly adopted on
the 14th day of JANUARY, 1994, in accordance with the
provisions of Section 642 of the Act and: (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 discrepency 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) 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.)

[X] were duly adopted by the written consent of all the
shareholders entitled to vote in accordance with
Section 407(2) of the Act.

Signed this 14 day of January, 1994

By /s/ Richard A. Nawrocki
---------------------------------------
(SIGNATURE)

Richard A. Nawrocki Vice President
-----------------------------------------
(TYPE OR PRINT NAME) (TYPE OR PRINT TITLE)

GOLD SEAL APPEARS ONLY ON ORIGINAL

ATTACHMENT TO RESTATED ARTICLES OF INCORPORATION OF
CMI-EQUIPMENT & ENGINEERING, INC.

ARTICLE VII

(1) A directory of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for a breach of fiduciary
duty as a director, except for 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 which involve intentional misconduct or a knowing
violation of law; (c) for a violation of Section 551 (1) of the Michigan
Business Corporation Act; (d) for any transaction from which the director
derived an improper personal benefit; or (e) for any act or omission occurring
prior to the date of the approval of this Article. In the event the Michigan
Business Corporation Act is amended after the approval of this Article to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Michigan
Business Corporation Act, as so amended. Any repeal, modification or adoption
of any provision in these Articles of Incorporation inconsistent with this
Article shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal, modification or adoption.

GOLD SEAL APPEARS ONLY ON ORIGINAL

----------- FILED

OCT 09 1995

Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau

EXPIRATION DATE: DECEMBER 31, 2000
- --------------------------------------------------------------------------------

CERTIFICATE OF RENEWAL OF ASSUMED NAME
FOR USE BY CORPORATIONS AND LIMITED PARTNERSHIPS
(Please read information and instructions on reverse side)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act
213, Public Acts of 1982 (limited partnerships), the corporation or limited
partnership in item one executes the following Certificate:

1. The true name and address of the corporate registered office or the
address of the limited partnership's agent for service of process is:

CMI-EQUIPMENT & ENGINEERING, INC. 123202
% RAY H. WITT ---------------------
30333 SOUTHFIELD RD. Identification Number
SOUTHFIELD MI 48076

2. The assumed name under which business is transacted is:

SEATON-SSK ENGINEERING CO.

3. The registration of the assumed name is extended for a period expiring
on December 31 of the fifth full calendar year following the year in
which this renewal is filed, unless sooner terminated.

Signed this 4th day of October, 1995

By /s/ Richard A. Nawrocki
------------------------------------------------
(Signature)

Richard A. Nawrocki, Vice President of Finance
---------------------------------------------------
(Type or Print Name) (Type or Print Title)

___________________________________________________
(Limited Partnerships Only - Name of General Partner)

GOLD SEAL APPEARS ONLY ON ORIGINAL

CORPORATION INFORMATION UPDATE
(formerly Annual Report)

1998 [ILLEGIBLE] 0601 PNAR $15.00

[ ] TO CERTIFY THERE ARE NO CHANGES FROM YOUR PREVIOUS FILING CHECK THIS BOX AND
SKIP TO ITEM 6. FILING FEE: $15.00
- --------------------------------------------------------------------------------
FOR BUREAU USE ONLY
- --------------------------------------------------------------------------------
123202 THE OFFICE IS LOCATED AT: RETURN TO:
6546 MERCANTILE WAY MICHIGAN DEPARTMENT OF
LANSING MI 48910 CONSUMER AND INDUSTRY
(517) 334-6300 SERVICES CORPORATION,
SECURITIES AND LAND
DEVELOPMENT BUREAU
P.O. BOX 30057
IDENTIFICATION NUMBER LANSING MI 48909-7557
- --------------------------------------------------------------------------------
Corporate Name and Mailing Address

CMI-EQUIPMENT & ENGINEERING, INC.
30333 SOUTHFIELD RD.
SOUTHFIELD MI 48076
- --------------------------------------------------------------------------------
FILED BY DEPARTMENT JUN 30 1998

Registered Office Address in Michigan - No., STREET, CITY, ZIP Resident Agent
30333 SOUTHFIELD RD. 48076 RAY H. WITT
SOUTHFIELD
- --------------------------------------------------------------------------------
IF THERE ARE CHANGES FROM YOUR PREVIOUS FILING, YOU MUST COMPLETE ITEMS 1
THROUGH 6.

1. Mailing address of registered 2. Resident Agent if different than
office if different than preprinted above
information above
Richard A. Nawrocki

3. Address of registered office if different than preprinted information
above-No., STREET, CITY, ZIP

4. Describe the general nature and kind of business in which the corporation is
engaged:

- ---------------------------------------------------------------------------------------
5. NAME BUSINESS OR RESIDENCE ADDRESS
- ---------------------------------------------------------------------------------------

President
Richard A. Nawrocki 30333 Southfield Rd. Southfield, MI 48076
- ---------------------------------------------------------------------------------------
Vice President
Robert Fiolek 30333 Southfield Rd. Southfield, MI 48076
If -------------------------------------------------------------------------
different Secretary
than Larry D. Schwentor 30333 Southfield Rd. Southfield, MI 48076
President -------------------------------------------------------------------------
Treasurer
& Vice President Renee Weinman 30333 Southfield Rd. Southfield, MI 48076
- ---------------------------------------------------------------------------------------
Director
Ray H. Witt 30333 Southfield Rd. Southfield, MI 48076
If -------------------------------------------------------------------------
different Director
than Robert Herr 30333 Southfield Rd. Southfield, MI 48076
Officers -------------------------------------------------------------------------
Director
Gary F. Ruff 30333 Southfield Rd. Southfield, MI 48076
- ---------------------------------------------------------------------------------------

If space is insufficient, you may include additional pages. PLEASE DO NOT STAPLE
ADDITIONAL PAGES TO THIS REPORT.

ENCLOSE $15.00 MADE PAYABLE TO THE STATE OF MICHIGAN. THIS REPORT MUST BE FILED
ON OR BEFORE MAY 15

6. Signature of an authorized officer or agent Title Date
of the corporation
/s/ [ILLEGIBLE] Secretary 5/11/98

Required by Section 911, Act 284, Public Acts of 1972, as amended. Failure to
file this report may result in the dissolution of the corporation.

MAY 14 1998

GOLD SEAL APPEARS ONLY ON ORIGINAL

C&S 575(Rev.8/96)
- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received (FOR BUREAU USE ONLY) FILED
JUN 21 1999
- ------------- JUNE 21 1999

Administrator
CORP.SECURITIES & LAND DEV. BUREAU
- ----------------------------------------------
Name
517-663-2525 Ref # 94118
Attn: Cheryl J. Bixby
- ----------------------------------------------
Address
MICHIGAN RUNNER SERVICE
P.O. Box 266
- ----------------------------------------------
City
Eaton Rapids, MI 48827 EFFECTIVE DATE:
- ----------------------------------------------
- - Document will be returned to the name and address you enter above -

CERTIFICATE OF AMENDMENT TO THE 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 (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: CMI - EQUIPMENT & ENGINEERING, INC.

2. The identification number assigned by the Bureau is: 123-202

3. The location of its registered office is:

30333 Southfield Road Southfield , Michigan 48076
- -------------------------------------------------------- -------------
(Street Address) (City) (ZIP Code)

4. Article I of the Articles of Incorporation is hereby amended to read as
follows:

The name of the corporation is HAYES LEMMERZ INTERNATIONAL - EQUIPMENT &
ENGINEERING, INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1. The address of the registered office is 15300 Centennial Drive, Northville,
Michigan 48167.

3. The name of the resident agent at the registered office is Patrick B. Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL

5. (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 unamimous consent of the incorporator(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)

6. (FOR PROFIT CORPORATIONS, AND FOR 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 30th day of April, 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.

[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.

Signed this 17th day of June, 1999

By /s/ William D. Shovers
----------------------------------------------------
(Signature of President, Vice-President, Chairperson,
Vice-Chairperson)

William D. Shovers Vice-President
--------------------------------------------------------------------------
(Type or Print Name) (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

C&S 541(Rev.8/96)
- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received (FOR BUREAU USE ONLY)
JUN 28 1999 FILED
- -------------
JUN 28 1999

- -----------------------------------------------
517-663-2525 Ref #94866 Administrator
Attn: Cheryl J. Bixby CORP. SECURITIES & LAND DEV. BUREAU
MICHIGAN RUNNER SERVICE
P.O. Box 266
Eaton Rapids, MI 48827 EXPIRATION DATE: DECEMBER 31, 2004
- -----------------------------------------------
- -Document will be returned to the name and address you enter above-

CERTIFICATE OF ASSUMED NAME
FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
(Please read information and instruction on reverse side)

1. The true name of the corporation, limited partnership, or limited liability
company is: HAYES LEMMERZ INTERNATIONAL - EQUIPMENT & ENGINEERING, INC.

2. The identification number assigned by the Bureau is: 123-202

3. The location of the corporation or limited liability company registered
office in Michigan or the office at which the limited partnership records
are maintained is:

15300 Centennial Drive Northville Michigan 48167
----------------------------------------------------------------------------
(Street Address) (City) (State) (ZIP Code)

4. The Assumed name under which business is to be transacted is:

CMI - EQUIPMENT & ENGINEERING, INC.

COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

Signed this 17th day of June, 1999

By /s/ William D. Shovers
------------------------------------------------------
(Signature)

William D. Shovers Vice President
--------------------------------------------------------------
(Type or Print Name) (Type or Print Title)

---------------------------------------------------------------
[ILLEGIBLE]

GOLD SEAL APPEARS ONLY ON ORIGINAL

- ----------------- APR 22 2002
This document is effective
on the date filed, unless a [ILLEGIBLE]
subsequent effective date
within 90 days after received
date is stated in the document.
- -------------------------------------------------
Name
Kelly Brushaber
- -------------------------------------------------
Address
15300 Centennial Drive
- -------------------------------------------------
City State Zip Code
Northville MI 48167 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.

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), 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:
Hayes Lemmerz International - Equipment & Engineering, Inc.

2. The identification number assigned by the Bureau is: 123-202

3. a. The name of the resident agent on file with the Bureau is:
Patrick B. Carey

b. The location of the registered office on file with the Bureau is:

15300 Centennial Drive, Northville, Michigan 48167
---------------------------------- ----------
(Street Address) (City) (ZIP Code)

c. The mailing address of the above registered office on file with the
Bureau is:

Same as above , Michigan
---------------------------------- ----------
(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: Patrick C. Cauley

b. The address of the registered office is:

15300 Centennial Drive, Northville, Michigan 48167
---------------------------------- ----------
(Street Address) (City) (ZIP Code)

c. The mailing address of the registered office IF DIFFERENT THAN 4B
is:

, Michigan
---------------------------------- ----------
(street Address or P.O.Box) (City) (ZIP Code)

5. The above changes were authorized by resolution duly adopted by: 1.ALL
CORPORATIONS: It BoardS 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.

6. 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/ [ILLEGIBLE] Larry Karenko, Vice President April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL

EXHIBIT 3.50

BY-LAWS

CMI-EQUIPMENT & ENGINEERING INC.

A MICHIGAN CORPORATION

(INCLUDING ALL AMENDMENTS AS OF 1/14/94)

1. SHAREHOLDERS' MEETING

1.1 ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting and (b) waiver of objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.

1.5 QUORUM. At every meeting of the Shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, wheather present in person or represented by
proxy, shall constitute a quorum.

conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.

2. SHARES

3. BOARD OF DIRECTORS

3.4 REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of

Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.

3.7 PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.

3.10 ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a

4. OFFICERS

4.6 TREASURER. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President, he/she shall have custody of
all corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He/she
shall deposit all monies, securities and other valuable effects in the name of
the Corporation in such depositories as may be designated for the purpose by the
Board of directors. He/she shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Chairperson of the Board and the Directors at regular meetings of
the Board and whenever requested by them and to the President, an account of all
his transactions as Treasurer. He/she shall in general perform all duties
incident to the office of treasurer, and shall have such additional powers and
duties as may be assigned to him/her by the Board of Directors.

5. EXECUTION OF INSTRUMENTS

6. INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

6.1 THIRD-PARTY PROCEEDING. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative ( other than an action by or in the
right of the Corporation) by reason of the fact that he/she 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, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him/her in connection with
such action, suit or proceeding if he/she acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of the
Corporation or its Shareholders, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he/she reasonably believed to be in or not opposed to the best
interests of the Corporation or its Shareholders, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his/her
conduct was unlawful.

6.2 DERIVATIVE SHAREHOLDER LIABILITY. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any 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/she
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 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; except that no indemnification shall be made for any claim, issue
or matter in which the person has been found liable to the Corporation except
to the extent ordered by a court of competent jurisdiction.

7. AMENDMENT OF BY-LAWS

EXHIBIT 3.51

ARTICLES OF INCORPORATION

CMI - TEXAS, INC.

The undersigned natural person of the age of eighteen (18) years or
more, acting as incorporator of a corporation under the Texas Business
Corporation Act, hereby adopts the following Articles of Incorporation for the
corporation.

ARTICLE I

The name of the corporation is CMI - TEXAS, INC.

ARTICLE II

The period of its duration is perpetual.

ARTICLE III

The purposes for which the corporation is organized are to transact any
and all lawful business for which corporations may be incorporated under the
Texas Business Corporation Act.

ARTICLE IV

The aggregate number of shares which the corporation shall have the
authority to issue is 10,000 shares of common stock, of the par value of $1.00
each.

ARTICLE V

The corporation will not commence business until it has received for
the issuance of its shares, consideration of the value of one Thousand Dollars
($1,000.00) Consisting of money, labor done or property actually received,
which sum is not less than $1,000.00.

ARTICLE VI

The address of the corporation's initial registered office is 416 N.
Stanton, Suite 700, El Paso, Texas 79901 and the name of its initial registered
agent at such address is Hector Delgado.

ARTICLE VII

The number of directors constituting the initial Board of Directors are
three, and thereafter the number of directors shall be fixed by the Bylaws of
the Corporation. The names and

addresses of the persons who are to serve as directors until the first annual
meeting of the shareholders and until their successor or successors are elected
and qualified are as follows:

Name Address
---- -------

Ray H. Witt 19400 West Eight Mile Road
Southfield, Michigan 48075

Malcolm Engleby 19400 West Eight Mile Road
Southfield, Michigan 48075

W. Frank Suit 19400 West Eight Mile Road
Southfield, Michigan 48075

ARTICLE VIII

The name and address of the incorporator is:

Name Address
---- -------

Hector Delgado P.O. Box 54
El Paso, Texas 79940

IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of May,
1986.

/s/ Hector Delgado
----------------------------
Hector Delgado

THE STATE OF TEXAS Section
Section
THE COUNTY OF EL PASO Section

I, BARBARA A. PAGE, a Notary Public, do hereby certify that on this the
27th day of May, 1986, personally appeared before me, HECTOR DELGADO, who, being
by me duly sworn declared that he is the person who signed the foregoing
document as incorporator, and that the statements contained therein are true.

/s/ Barbara A. Page
------------------------------
Notary Public in and for the
State of Texas

My Commission Expires:

BARBARA A. PAGE, Notary Public
In and for the State of Texas
[ILLEGIBLE]
2712H

-2-

CMI Corporation
2600 Telegraph Road
P.O. Box 2026
Bloomfield Hills, MI 48303-2026
Telephone 313 456 0000
Telex TWX 810 232 1667

[A TORCHMARK COMPANY LOGO]

May 30, 1986

Secretary of State Office
State of Texas

To Whom it Hay Concern:

CMI Corporation has been informed that CMI International, Inc. is
filing Articles of Incorporation for a new subsidiary corporation to be formed
in Texas. Such new corporation, if incorporated, will be called CHI-Texas, Inc.

CHI Corporation and CHI International, Inc. (including all the
companies owned by CMI International, Inc.), according to representations made
to us by counsel for CMI International, Inc., do not compete with each other,
and do not experience any significant confusion due to the similarity of names.
Therefore, CMI Corporation has no objections to the formation of CMI-Texas, Inc.
Therefore, please use this letter as the consent of CMI Corporation to CMI
International, Inc.'s filing of Articles of Incorporation to form CMI-Texas,
Inc.

If you should have any questions, please feel free to contact me at
(313) 857-3907.

Sincerely,

/s/ Stanley Bies
- -----------------------------
Stanley Bies
Associate General Counsel-Tax

SB/jb

SECRETARY OF STATE
AUSTIN, TEXAS

DETERMINATION OF FORFEITURE PURSUANT TO SECTION 171.309, TEXAS TAX CODE
ANNOTATED

CAME TO BE CONSIDERED ON THE DATE SHOWN HEREON, FORFEITURE OF THE
CHARTER OR CERTIFICATE OF AUTHORITY OF THE FOLLOWING CORPORATION; THE SECRETARY
OF STATE FINDS AND DETERMINES THE FOLLOWING:

CORPORATION NAME

CMI - TEXAS, INC.

CERTIFICATE/CHARTER
CHARTER NO.-TYPE RTDB FORFEITED FORFEITED

799474-00 06/24/1988 12/05/1988

THAT THE COMPTROLLER OF PUBLIC ACCOUNTS HAS NOTIFIED THIS OFFICE THAT SAID
CORPORATION HAS FAILED TO FILE A CURRENT YEAR FRANCHISE TAX REPORT TO ESTABLISH
THE EXISTENCE OF ASSETS FROM WHICH A JUDGEMENT FOR THE FRANCHISE TAXES,
PENALTIES AND COURT COSTS MAY BE SATISFIED.
THAT THE COMPTROLLER OF PUBLIC ACCOUNTS HAS FURTHER STATED THAT THE SAID
CORPORATION HAS FAILED OR REFUSED TO REVIVE ITS RIGHT TO DO BUSINESS.

IT IS THEREFORE ORDERED THAT THE CHARTER OR CERTIFICATE OF AUTHORITY OF THE
ABOVE NAMED CORPORATION BE AND THE SAME IS HEREBY FORFEITED WITHOUT JUDICIAL
ASCERTAINMENT AND MADE NULL AND VOID, AND THAT THE PROPER ENTRY BE MADE UPON THE
PERMANENT FILES AND RECORDS OF SUCH CORPORATION TO SHOW SUCH FORFEITURE AS OF
THE DATE HEREOF.

FILED
In the Office of the
Secretary of State of Texas

APR 17 1989

Corporations Section

APPLICATION FOR REINSTATEMENT AND
REQUEST TO SET ASIDE FORFEITURE

By: CMI-Texas, Inc. Character No. 00799474-20
-----------------------------------------------
(Corporate Name)
Taxpayer Id. No. / 74-2418656 /

WHEREAS the character of the above corporation was forfeited on
December 5, 1988 for:

(check one)

1.________ failure to maintain a registered agent, or

2.________ failure to pay State Franchise Tax, or

3. X (other) Under Payment of State Franchise Tax

WHEREAS the corporation has corrected the default noted above and has
paid all fees, taxes, and penalties due;

NOW THEREFORE, the corporation hereby applies for reinstatement of its
corporate charter, and requests that the Secretary of State set aside the
forfeiture of the corporation.

By: /s/ W. Frank Suit Secretary
-----------------------------
(signature) (title)

W. F. Suit

Franchise taxes pd. thru 04/30/89
- --------------------------------------------------------------------------------

INSTRUCTIONS FOR FILING APPLICATION FOR REINSTATEMENT

1) Submit Original and One Copy of the application.

2) The application must be signed by an Officer, Director or Shareholder of the
Corporation.

3) The filing fee for an application for reinstatement is $50.00 for business
corporations. Non-Profit corporations are assessed a filing fee of $25.00 for
non-tax reinstatements. No fee is required for non-profit corporations forfeited
for tax reasons.

(Instructions continue on reverse side)

RECEIVED
SECRETARY OF STATE

FEB 03 1989

FILED
In the Office of the
Secretary of State of Texas

OCT 05 1994

Corporations Section

STATEMENT OF CHANGE OF ADDRESS
OF REGISTERED AGENT

1. The name of the corporation represented by such registered agent is:
CMI-Texas, Inc.

The corporation's charter number is: 00799474-0.

2. The name of the registered agent is: Hector Delgado.

2. The address at which such registered agent has maintained the
registered office is: 416 N. Stanton, 7th Floor, El Paso, Texas 79901.

3. The new address at which such registered agent will maintain the
registered office for said corporation is: 521 Texas Ave., El Paso,
Texas 79901.

4. Notice of the change has been given to said corporation in writing at
least ten (10) days prior to the filing of this Statement of Change of
Address.

/s/ Hector Delgado
---------------------
Hector Delgado

FILED
In the Office of the
Secretary of State of Texas

APR 24 1996

Corporations Section

STATEMENT OF CHANGE OF ADDRESS
OF REGISTERED AGENT

1. The name of the corporation represented by such registered agent is:
CMI-Texas, Inc.

The corporation's charter number is: 00799474-0

2 The name of the registered agent is Hector Delgado.

2 The address at which such registered agent has maintained the
registered office is. 521 Texas Ave, E1 Paso, Texas 79901

3. The new address at which such registered agent will maintain the
registered office for said corporation is 221 N. Kansas, Ste. 1400, E1
Paso, Texas 79901

4 Notice of the change has been given to said corporation in writing at
least ten (10) days prior to the filing of this Statement of Change of
Address

/s/ Hector Delgado
---------------------
Hector Delgado

FILED
In the Office of the
Secretary of State of Texas

JUN 21 1999

Corporations Section

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
CMI - TEXAS, INC.

Pursuant to the provisions of Art. 9.10 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:

ARTICLE ONE: The name of the corporation is CMI - TEXAS, INC.

ARTICLE TWO: The following amendments to the Articles of Incorporation
were adopted by written consent of the shareholder on April 30, 1999 in
accordance with article 9.10 of the Texas Business Corporation Act, and any
written notice required by such article has been given.

Article One of the Articles of Incorporation is hereby amended so as to
read as follows:

ARTICLE ONE: The name of the corporation is HAYES LEMMERZ
INTERNATIONAL-LAREDO, INC.

Article Six of the Articles of Incorporation is hereby amended so as to
read as follows:

ARTICLE SIX: The address of the corporation's registered office is 350
North St. Paul Street, Dallas, Texas 75201 and the name of its
registered agent at such address is CT Corporation System.

ARTICLE THREE: The holder of all of the 10,000 shares outstanding and
entitle to vote on said amendments has signed a consent in writing adopting
said amendments.

IN WITNESS WHEREOF, CMI - TEXAS, INC. has caused this Amendment to be
signed in its name and on its behalf and attested on this 17th day of June, 1999
by duly authorized officers of the Corporation.

CMI - TEXAS, INC.

By: /s/ William D. Shovers
-------------------------
Name: William D. Shovers
Title: Vice President

ATTEST:

By: /s/ Patrick B. Carey
---------------------------
Name: Patrick B. Carey
Title. Assistant Secretary

[SEAL]

OFFICE OF THE CORPORATIONS SECTION
SECRETARY OF STATE P O Box 13697
Austin, Texas 78711-3697

FILED
In the Office of the
Secretary of State of Texas
JUL 26 1999

Corporations Section

ASSUMED NAME CERTIFICATE

1. THE NAME OF THE CORPORATION, LIMITED LIABILITY COMPANY LIMITED
PARTNERSHIP, OR REGISTERED LIMITED LIABILITY PARTNERSHIP AS STATED IN
ITS ARTICLES OF INCORPORATION, ARTICLES OF ORGANIZATION, CERTIFICATE OF
LIMITED PARTNERSHIP, APPLICATION FOR CERTIFICATE OF AUTHORITY OR
COMPARABLE DOCUMENT IS HAYES LEMMERZ INTERNATIONAL-LAREDO, INC.

2. THE ASSUMED NAME UNDER WHICH THE BUSINESS OR PROFESSIONAL SERVICE IS OR
IS TO BE CONDUCTED OR RENDERED IS CMI-TEXAS, INC

3. THE STATE, COUNTRY, OR OTHER JURISDICTION UNDER THE LAWS OF WHICH IT
WAS INCORPORATED, ORGANIZED OR ASSOCIATED IS TEXAS, AND THE ADDRESS OF
ITS REGISTERED OR SIMILAR OFFICE IN THAT JURISDICTION IS 350 North St.
Paul Street, Dallas, Texas 75201

4. THE PERIOD, NOT TO EXCEED 10 YEARS, DURING WHICH THE ASSUMED NAME WILL
BE USED IS 10 Years

5. THE ENTITY IS A (CIRCLE ONE):

BUSINESS CORPORATION
NON-PROFIT CORPORATION
PROFESSIONAL CORPORATION
PROFESSIONAL ASSOCIATION
LIMITED LIABILITY COMPANY
LIMITED PARTNERSHIP
REGISTERED LIMITED LIABILITY PARTNERSHIP

IF THE ENTITY IS SOME OTHER TYPE OF INCORPORATED BUSINESS, PROFESSIONAL
OR OTHER ASSOCIATION, PLEASE SPECIFY BELOW:

_______________________________________________________________________

6. IF THE ENTITY IS REQUIRED TO MAINTAIN A REGISTERED OFFICE IN TEXAS, THE
ADDRESS OF THE REGISTERED OFFICE IS 350 North St Paul Street, Dallas,
Texas 75201 AND THE NAME OF ITS REGISTERED AGENT AT SUCH ADDRESS IS CT
Corporation System THE ADDRESS OF THE PRINCIPAL OFFICE (IF NOT THE SAME
AS THE REGISTERED OFFICE) IS __________________________________________
_______________________________________________________________________

7. IF THE ENTITY IS NOT REQUIRED TO OR DOES NOT MAINTAIN A REGISTERED
OFFICE IN TEXAS, THE OFFICE ADDRESS IN TEXAS IS _______________________
AND IF THE ENTITY IS NOT INCORPORATED, ORGANIZED OR ASSOCIATED UNDER
THE LAWS OF TEXAS, THE ADDRESS OF ITS PLACE OF BUSINESS IN TEXAS IS
__________________________________ AND THE OFFICE ADDRESS ELSEWHERE IS
_______________________________________________________________________

8. THE COUNTY OR COUNTIES WHERE BUSINESS OR PROFESSIONAL SERVICES ARE
BEING OR ARE TO BE CONDUCTED OR RENDERED UNDER SUCH ASSUMED NAME ARE
(IF APPLICABLE, USE THE DESIGNATION "ALL" OR "ALL EXCEPT"):
ALL

/s/ William D. Shovers
------------------------------------------------
SIGNATURE OF OFFICER, GENERAL PARTNER, MANAGER,
REPRESENTATIVE OR ATTORNEY-IN-FACT OF THE ENTITY

STATE OF MICHIGAN

COUNTY OF WAYNE

BEFORE ME, THE UNDERSIGNED AUTHORITY, ON THIS DAY PERSONALLY APPEARED WILLIAM D.
SHOVERS KNOWN TO ME TO BE THE PERSON WHO SIGNED THE FOREGOING INSTRUMENT, AND
ACKNOWLEDGED TO ME THAT HE EXECUTED THE INSTRUMENT FOR THE PURPOSES THEREIN
EXPRESSED.

GIVEN UNDER MY HAND AND SEAL OF OFFICE ON THIS 17th DAY OF June 1999

(NOTARY SEAL)

/s/ Patricia M. Cecchini
-------------------------------
NOTARY PUBLIC

PATRICIA M. CECCHINI Notary Public
Oakland County, Michigan
My Commission Expires 4-2-2003

FORM NO. 503
REVISED 6/96

The office of the Secretary of State does not discriminate on the basis
of race, color, national organ, sex, religion, age or disability in employment
or the provision of services

aT Code- 13196 Do not write in the space above
-------------------------------------------------
TEXAS FRANCHISE TAX c. Taxpayer identification number d. Report year
PUBLIC INFORMATION REPORT - 1-74-2418656-1 - 2002
MUST be filed with your ------------------------------------------------
Corporation Franchise Tax Report

Corporation name and address e. PIR/IND - [ ] 1, 2, 3, 4
HAYES LEMMERZ INTERNATIONAL - -------------------------------------------
LAREDO, INC. Secretary of State file number or, if none,
15300 CENTENNIAL DRIVE Comptroller unchartered number
NORTHVILLE MI 48167 -------------------------------------------
g. - -
Item k on Franchise
Tax Report form. Page 1 00799474-00 2
-------------------------------------------

The following information MUST be provided for the Secretary of State (S.O.S.)
by each corporation that files a Texas Corporation Franchise Tax Report.

The information will be available for public inspection.

"SECTION A" MUST BE COMPLETE AND ACCURATE. PLEASE SIGN BELOW!

If preprinted information is not correct, please type or print the correct
information.

[ ] Check here if there are currently no changes to the information preprinted
in Sections A, B, and C of this report.

- --------------------------------------------------------------------------------
Corporation's principal office
15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- --------------------------------------------------------------------------------
Principal place of business
P.O. BOX 2159, LAREDO, TX 78044
- --------------------------------------------------------------------------------

SECTION A. Name, title and mailing address of each officer and director. Use
additional sheets, if necessary.

- ---------------------------------------------------------------------------------------------

NAME TITLE DIRECTOR Social Security No. (Optional)
SANDBERG, DANIEL M. PRESIDENT [ ] YES
- ---------------------------------------------------------------------------------------------
MAILING ADDRESS Expiration date (mm-dd-yyyy)
15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- ---------------------------------------------------------------------------------------------
NAME TITLE DIRECTOR Social Security No. (Optional)
HILTZ, KENNETH A. V. PRESIDENT [ ] YES
- ---------------------------------------------------------------------------------------------
MAILING ADDRESS Expiration date (mm-dd-yyyy)
15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- ---------------------------------------------------------------------------------------------
NAME TITLE DIRECTOR Social Security No. (Optional)
KARENKO, LARRY V. PRESIDENT [X] YES
- ---------------------------------------------------------------------------------------------
MAILING ADDRESS Expiration date (mm-dd-yyyy)
15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- ---------------------------------------------------------------------------------------------
NAME TITLE DIRECTOR Social Security No. (Optional)
SALVETTE, JOHN A V. PRESIDENT [ ] YES
- ---------------------------------------------------------------------------------------------
MAILING ADDRESS Expiration date (mm-dd-yyyy)
15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- ---------------------------------------------------------------------------------------------
NAME TITLE DIRECTOR Social Security No. (Optional)
SINDLING, GARY J. TREASURER [ ] YES
- ---------------------------------------------------------------------------------------------
MAILING ADDRESS Expiration date (mm-dd-yyyy)
15300 CENTENNIAL DRIVE, NORTHVILLE, MI 48167
- ---------------------------------------------------------------------------------------------

SECTION B. List each corporation in which this reporting corporation owns an
interest of ten percent (10%) or more. Enter the information
requested for each corporation if none, enter "NONE." Use additional
sheets, if necessary.

- ----------------------------------------------------------------------------------------------------------------------

Name of owned (Subsidiary) corporation State of incorporation Texas S.O.S file number Percentage interest
INDUSTRIAS FRONTERIZAS HLI, SA DE CV MM NONE 99.999
- ----------------------------------------------------------------------------------------------------------------------
Name of owned (subsidiary) corporation State of incorporation Texas S.O.S. file number Percentage Interest
HLI-MEXICANA, SA DE CV MM NONE 99.9998
- ----------------------------------------------------------------------------------------------------------------------

SECTION C. List each corporation that owns an interest of ten percent (10%) or
more in this reporting corporation. Enter the information requested
for each corporation. If none, enter "NONE." Use additional sheets,
if necessary.

- ----------------------------------------------------------------------------------------------------------------------

Name of owning (parent) corporation State of incorporation Texas S.O.S. file number Percentage Interest
HAYES LEMMERZ INTERNATIONAL-CMI, INC. MI NONE 100
- ----------------------------------------------------------------------------------------------------------------------

Registered agent and registered office currently on file. (Changes must be filed
separately with the Secretary of State.)

Agent: CT CORPORATION SYSTEM
Office: 350 N. ST. PAUL ST. [ ] Check here if you need forms
DALLAS, TX 75201 to change this information.

Officer, director, or other authorized person Title Date Daytime phone (Area code and number)

sign here /s/ Mark W. Jankowski ASST. TREASURER 5/2/02 (734) 737-5130

SECTION A

ADDITIONAL DIRECTORS AND OFFICERS

NAME/ADDRESS TITLE DIRECTOR
------------ ----- --------

JANKOWSKI, MARK W. ASST. TREASURER
15300 CENTENNIAL DRIVE
NORTHVILLE, MI 48167

CAULEY, PATRICK C. ASST. SECRETARY
15300 CENTENNIAL DRIVE
NORTHVILLE, MI 48167

EXHIBIT 3.52

BYLAWS

CMI - TEXAS, INC.

ARTICLE I

OFFICES

ARTICLE II

SHAREHOLDERS MEETINGS

PLACE OF MEETINGS

TIME OF ANNUAL MEETING

2.02. All annual meetings of the Stockholders shall be held each year at 9:00
a.m. on the third Wednesday following the end

of the Corporation's fiscal year. If this day falls on a legal holiday, the
annual meeting shall be held at the same time on the next following business day
thereafter.

NOTICE OF MEETINGS

2.3. Notices of meetings stating the place, day and hour of the meeting and
in case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given in writing to each Shareholder entitled to vote at the
meeting at least ten (10) but not more than fifty (50) days before the date of
the meeting, either personally or by mail or other means of written
communication, addressed to the stockholder at his address appearing on the
books or given notice by him to the Corporation for the purpose of such notice.
Notice of adjourned meetings is not necessary unless the meeting is adjourned
for thirty (30) days or more, in which case notice of the adjourned meeting
shall be given as in the case of any special meeting.

2.4. Special meetings of the Stockholders, for any purpose or purposes, may
be called at any time by the President or the Board of Directors, or by any one
or more Directors and shall be called by the Chairman of the Board of Directors
at the request of the holders of not less than ten percent (10%) of all the
outstanding shares of the Corporation entitled to vote at the meeting.

-2-

QUORUM

2.05. A majority of the voting shares constitutes a quorum for the
transaction of business. Business may be continued after withdrawal of enough
Shareholders to leave less than a quorum.

VOTING LISTS

VOTING

-3-

PROXY

2.08. Every person entitled to vote or execute consents may do so either in
person or by written proxy executed in writing by the Shareholder or his duly
authorized attorney-in-fact.

CONSENT OF ABSENTEES

ACTION WITHOUT MEETING

SHAREHOLDERS' DEADLOCK

2.11. If the Shareholders are so divided that the votes necessary for action
by the Shareholders cannot be obtained with the consequence that the business
and affairs of the Corporation

-4-

-5-

ARTICLE THREE

DIRECTORS

POWERS

NUMBER AND QUALIFICATION OF DIRECTORS

-6-

Directors shall have the effect of shortening the term of any incumbent
Director.

ELECTION AND TERM OF OFFICE

3.03. Directors shall be elected annually by the Shareholders entitled to
vote and shall hold office until their respective successors are elected or
until their death, resignation, or removal.

VACANCIES

REMOVAL OF DIRECTORS

-7-

PLACE OF MEETINGS

REGULAR MEETINGS

SPECIAL MEETINGS-CALI AND NOTICE

3.08. Special meetings of the Board of Directors for any purpose shall be
called at any time by the Chairman of the Board of Directors, or if he is absent
or unable or refuses to act, by the President, any Vice President or any two
Directors. Written notices of the special meetings stating the time and, in
general terms the purpose or purposes thereof, shall be mailed or telegraphed or
personally delivered to each Director not later than the day before the day
appointed for the meeting.

QUORUM

3.09. A majority of the authorized number of Directors shall be necessary to
constitute a quorum for the transaction of

-8-

BOARD ACTION WITHOUT MEETING

ADJOURNMENT-NOTICE

CONDUCT OF MEETINGS

3.12. The President or, in his absence, any Director selected by the
Directors present shall preside at the meetings of the

-9-

Board of Directors. The Secretary of the Corporation, or, in his absence, any
person appointed by the presiding officer, shall act as Secretary of the Board
of Directors.

COMPENSATION

3.13. Directors and members of committees may receive such compensation, if
any, for their services and such reimbursement for expenses as may be fixed or
determined by resolution of the Board.

DIRECTORS' DEADLOCK

-10-

ARTICLE FOUR

OFFICERS

TITLE AND APPOINTMENT

-11-

PRESIDENT

SECRETARY

-12-

TREASURER

4.04. The Treasurer shall: (a) have charge and custody of and be responsible
for all funds and securities of the Corporation; (b) receive and give receipts
for moneys due and payable to the Corporation from any source whatsoever, and
deposit all such moneys in the name of the Corporation in such banks, trust
companies or other depositaries as shall be selected in accordance with the
provisions of Article V of these Bylaws; and (c) in general perform all of the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the President or by the Board of

-13-

Directors. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum determine.

SECRETARY AND VICE PRESIDENTS

ARTICLE FIVE

EXECUTION OF INSTRUMENTS

SIGNATORIES

-14-

LOANS

ARTICLE SIX

ISSUANCE AND TRANSFER OF SHARES

CERTIFICATES FOR PAID AND UNPAID SHARES

6.01. Certificates for shares of the Corporation shall be issued only when
fully paid.

SHARE CERTIFICATES

-15-

shall be affixed thereto. The certificates shall contain on the faces or backs
such recitiations or references as are required by law.

REPLACEMENT OF CERTIFICATES

TRANSFER OF SHARES

ARTICLE SEVEN

RECORDS AND REPORTS

INSPECTION OF BOOKS AND RECORDS

7.01. All books and records provided for by statute shall be open to
inspection of the Shareholders from time to time and to

-16-

the extent expressly provided by statute or these Bylaws, and not otherwise. The
Directors may examine such books and records at all reasonable times.

CLOSING STOCK TRANSFER BOOKS

FISCAL YEAR

7.03. The fiscal year of the Corporation shall be designated by resolution of
the Board of Directors.

ARTICLE EIGHT

AMENDMENT OF BYLAWS

8.01. The power to alter, amend, or repeal these Bylaws is vested in the
Directors, subject to repeal or change by action of the Shareholders.

ARTICLE NINE

INDEMNIFICATION OF DIRECTORS AND OFFICERS

9.01. Each Director or officer of the Corporation, each former Director or
officer, and any person who serves or has served at

-17-

-18-

-19-

SIGNATURES AND ATTESTATION

The undersigned hereby certifies that the Bylaws were adopted by the
Board of Directors as of the 9th day of June, 1986

/s/ W. Frank Suit
________________________
W. Frank Suit, Secretary

2715H

-20-

EXHIBIT 3.53

Date Received FILED

Adjusted per telephone JAN 31 1994
JAN 20 1994 authorization from
David Tennent Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau
- --------------------------------------
Name
David L. Tennent
- --------------------------------------
Address
801 W. Big Beaver Rd, Ste. 500
- --------------------------------------
City State Zip Code
Troy MI 48084 EFFECTIVE DATE
- --------------------------------------
- - Document will be returned to the name and address your enter above. -

RESTATED ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read information and instructions on last page)

Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned
corporation executes the following Articles:

1. The present name of the corporation is: CMI - DEARBORN, INC.

2. The corporation identification number assigned by the Bureau is: 106-605

3. All former names of the corporation are:
Dearborn Machine Products, Co.

4. The date of filing the original Articles of Incorporation was: 6/10/66

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

The name of the corporation is: CMI-DEARBORN, INC.

ARTICLE II

The purpose or purposes for which the corporation is formed are: To engage in
any activity within the purposes for which corporations may be formed under the
Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL

ARTICLE III

The total authorized shares:

Common shares 50,000 Preferred shares__________________

A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:

ARTICLE IV

1. The address of the current registered office is:

30333 Southfield Road Southfield, Michigan 48076
------------------------------------------------- -------------
(STREET ADDRESS) (CITY) (ZIP CODE)

2. The mailing address of the current registered office if different than
above:

---------------------------------------------------, Michigan ------------
(P.O. BOX) (CITY) (ZIP CODE)

3. The name of the current resident agent is: Richard A. Nawrocki

ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)

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.

ARTICLE VI (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 consents 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 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 have not
consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL

ARTICLE VII (ADDITIONAL PROVISIONS, IF ANY, MAY BE INSERTED HERE; ATTACH
ADDITIONAL PAGES IF NEEDED.)

SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF

5. COMPLETE SECTION (a) IF RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF
DIRECTORS; OTHERWISE, COMPLETE SECTION (b)

a. [ ] These Restated Articles of Incorporation were duly adopted on the
_______day of______________, 19______, in accordance with the
provisions of Section 642 of the Act by the unanimous consent of the
incorporators before the first meeting of the Board of Directors.

Signed this______________ day of_________________________, 19_______

__________________________ ____________________________________

__________________________ ____________________________________
(SIGNATURES OF INCORPORATORS; TYPE OR PRINT NAME UNDER EACH SIGNATURE)

b. [X] These Restated Articles of Incorporation were duly adopted on the
14th day of JANUARY, 1994, in accordance with the provisions of
Section 642 of the Act and: (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 discrepency 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.

[X] were duly adopted by the written consent of all the shareholders
entitled to vote in accordance with Section 407(2) of the Act.

Signed this 14 day of January, 1994

By /s/ Richard A. Nawrocki
---------------------------------------------
(SIGNATURE)

Richard A. Nawrocki Vice President
-------------------------------------------------
(TYPE OR PRINT NAME) (TYPE OR PRINT TITLE)

GOLD SEAL APPEARS ONLY ON ORIGINAL

ATTACHMENT TO RESTATED ARTICLES OF INCORPORATION OF
CMI-DEARBORN, INC.

ARTICLE VII

[ILLEGIBLE]

- ----------------------------------------- Administrator
Name CORP. SECURITIES & LAND DEV. BUREAU
517-663-2525 Ref # 94118
Attn: Cheryl J. Bixby
Address
MICHIGAN RUNNER SERVICE
P.O. Box 266
City
Eaton Rapids, MI 48827 EFFECTIVE DATE:
- -----------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read Information and instructions on the last page)

1. The present name of the corporation is: CMI - DEARBORN, INC.

2. The identification number assigned by the Bureau is: 106-605

3. The location of its registered office is:

30333 Southfield Road Southfield, Michigan 48076
- ---------------------------------------------------- -----------------
(Street Address) (City) (ZIP Code)

4. Article I of the Articles of Incorporation is hereby amended to read as
follows:

The name of the corporation is HAYES LEMMERZ INTERNATIONAL - MONTAGUE, INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1. The address of the registered office is 15300 Centennial Drive, Northville,
Michigan 48167.

3. The name of the resident agent at the registered office is Patrick B. Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL

5. (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 Incorporator(s)
before the first meeting of the Board of Director or Trustees.

Signed this _____________________ day of ______________________, 19___.

- ------------------------------------- ---------------------------------------
(Signature) (Signature)

- ------------------------------------- ---------------------------------------
(Type or Print Name) (Type of Print Name)

- ------------------------------------- ---------------------------------------
(Signature) (Signature)

- ------------------------------------- ---------------------------------------
(Type or Print Name) (Type or Print Name)

6. (FOR PROFIT CORPORATIONS, AND FOR 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 30th day of April, 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 statue 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.

Signed this 17th day of June, 1999

By /s/ William D. Shovers
----------------------------------------------------------------------
(Signature of President, Vice-President, Chairperson, Vice-Chairperson)

William D. Shovers Vice-President
----------------------------------------------------------------------
(Type or Print Name) (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

[ILLEGIBLE]

- ----------------------------------------- Administrator
517-663-2525 Ref # [ILLEGIBLE] CORP., SECURITIES & LAND DEV. BUREAU
Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
P.O. Box 266
Eaton Rapids, MI 48827 EXPIRATION DATE: DECEMBER 31, 2004
- -----------------------------------------
- - Document will be returned to the name and address you enter above -

CERTIFICATE OF ASSUMED NAME
FOR USE BY CORPORATION, LIMITED PARTNERSHIPS 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), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), of Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1. The true name of the corporation, limited partnership, or limited liability
company is:
HAYES LEMMERZ INTERNATIONAL - MONTAGUE, INC.

2. The Identification number assigned by the Bureau is: 106-605

3. The location of the corporation or limited liability company registered
office in Michigan or the office at which the limited partnership records
are maintained is:

15300 Centennial Drive Northville Michigan 48167
----------------------------------------------------------------------------
(Street Address) (City) (State) (ZIP Code)

4. The assumed name under which business is to be transacted is:

CMI-DEARBORN, INC.

COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

Signed this 17th day of June, 1999

BY /s/ William D. Shovers
------------------------------
(Signature)

William D. Shovers Vice President
- --------------------------------------------------------------------------------
(Type or Print Name) (Type or Print Title)

- --------------------------------------------------------------------------------
(Limited Partnerships Only -- Indicate Name of
General Partner if a corporation or other entity)

GOLD SEAL APPEARS ONLY ON OR ORIGINAL

BCS/CD-520(Rev.06/01)

- ---------------- APRIL 22 2002
This document is effective
on the date filed, unless a CIS Administrator
subsequent effective date Board of
within 90 days after received Commercial Services
date is stated in the document.
- ------------------------------------------------
Name
Kelly Brushaber
- ------------------------------------------------
Address
15300 Centennial Drive
- ------------------------------------------------
City State Zip Code
Northville MI 48167 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.

1. The name of the corporation or limited liability company is:

Hayes Lemmerz International - Montague, Inc.

2. The identification number assigned by the Bureau is: 106-605

3. a. The name of the resident agent on file with the Bureau is: Patrick B.
Carey

b. The location of the registered office on file with the Bureau is:

15300 Centennial Drive, Northville, Michigan 48167
---------------------------------- ------------------
(Street Address) (City) (ZIP Code)

c. The mailing address of the above registered office on file with the
Bureau is:
Same as above , Michigan
----------------------------------- ------------------
(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 resident agents is: Patrick C. Cauley

b. The address of the registered office is:

15300 Centennial Drive, Northville, Michigan 48167
-------------------------------------- ------------------
(Street Address) (City) (ZIP Code)

c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

, Michigan
-------------------------------------- ------------------
(Street Address or P.O. Box) (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 corporations; 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.

6. The corporation or limited liability company further states that 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/ Larry Karenko Larry Karenko, Vice President April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL

EXHIBIT 3.54

BY-LAWS

CMI-DEARBORN, INC.

A MICHIGAN CORPORATION

(INCLUDING ALL AMENDMENTS AS OF 1/14/94)

1. SHAREHOLDERS' MEETING

1.1 ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at
the meeting and (b) waiver of objection to consideration of a particular matter
at the meeting that is not within the purpose or purposes described in the
meeting notice, unless the Shareholder objects to considering the matter when it
is presented.

conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.

2. SHARES

3. BOARD OF DIRECTORS

3.4 REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of

Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.

3.7 PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.

3.10 ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a

9.11 ELECTION OF OFFICERS. The Board of Directors of the
Corporation shall elect or appoint a president, a secretary and a treasurer and
may elect or appoint a chairman of the board. None of said officers, except the
chairman of the board, need be a director. The Board of Directors shall have the
power to appoint such other officers and agents as the board may deem necessary
for the transaction of the business of the Corporation, including the power to
appoint one or more vice-presidents and one or more attorneys-in-fact.

4. OFFICERS

4.6 TREASURER. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President he/she shall have
custody of all corporate funds and securities, and shall keep in books belonging
to the Corporation full and accurate accounts of all receipts and disbursements.
He/she shall deposit all monies, securities and other valuable effects in the
name of the Corporation in such depositories as may be designated for the
purpose by the Board of Directors. He/she shall disburse the funds of the
Corporation as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the Chairperson of the Board and the
Directors at regular meetings of the Board and whenever requested by them and to
the President, an account of all his transactions as Treasurer. He/she shall in
general perform all duties incident to the office of treasurer, and shall have
such additional powers and duties as may be assigned to him/her by the Board of
Directors.

5. EXECUTION OF INSTRUMENTS

5.1 MONEY INSTRUMENTS. All checks, drafts and orders for payment of
money shall be signed in the name of the Corporation by such officer(s) or
agent(s) and in such manner including the use of facsimile signatures as the
Board of Directors shall from time to time designate for that purpose.

6. INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

6.1 THIRD-PARTY PROCEEDING. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he/she 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, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him/her in connection with such action, suit
or proceeding if he/she acted in good faith and in a manner he/she reasonably
believed to be in or not opposed to the best interests of the Corporation or its
Shareholders, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his/her conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he/she reasonably believed to be in or not opposed to the best interests of the
Corporation or its Shareholders, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his/her conduct was unlawful.

6.2 DERIVATIVE SHAREHOLDER LIABILITY. The Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
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/she
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 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; except that no indemnification shall be made for any claim, issue
or matter in which the person has been found liable to the Corporation except to
the extent ordered by a court of competent jurisdiction.

7. AMENDMENT OF BY-LAWS

EXHIBIT 3.55

Date Received (FOR BUREAU USE ONLY)
MAY 11 1994
FILED
- -------------
MAY 13 1994

Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau
- ----------------------------------------------
Name
David L. Tennent
- ----------------------------------------------
Address
801 W. Big Beaver Rd, Ste. 500
- ----------------------------------------------
City State ZIP Code
Troy MI 48084 EFFECTIVE DATE:
- ----------------------------------------------
DOCUMENT WILL BE RETURNED TO NAME AND ADDRESS INDICATED ABOVE

CORPORATION IDENTIFICATION NUMBER
---------------------------------
117-949

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:
PROCESS CONTROL AUTOMATION, INC. [X]

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 60,000
Preferred Shares___________________________________________________________

2. A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:

GOLD SEAL APPEARS ONLY ON ORIGINAL

ARTICLE IV

1. The address of the registered office is:

30333 Southfield Road Southfield, Michigan 48076
--------------------------------------- ----------
(Street Address) City (ZIP Code)

2. The mailing address of the registered office if different from the
registered office address:

_________________________________________, MIchigan_______________________
(P.O.Box) (City) (ZIP Code)

3. The name of the resident agent at the registered office is:
Larry D. Schwentor

ARTICLE V

The name(s) and address(es) of the incorporator(s) is (are) as follows:

- --------------------------------------------------------------------------------
Name Residence or Business Address

David L. Tennent 801 W. Big Beaver, Ste. 500, Troy, MI 48084
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

ARTICLE VI(OPTIONAL. DELETE IF NOT APPLICABLE)

When a compromise of 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.

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 consents 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 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 have not
consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL

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.

Article VIII attached hereto and made a part hereof.

I (We), the incorporator(s) sign my (our) name(s) this 5th day of May 1994.

/s/ David L. Tennent
_________________________________ --------------------------------
David L. Tennent
_________________________________ ________________________________

_________________________________ ________________________________

GOLD SEAL APPEARS ONLY ON ORIGINAL

ATTACHMENT TO ARTICLES OF INCORPORATION OF: PROCESS CONTROL AUTOMATION, INC.

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 for 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;

(d) For any transaction from which the director derived an improper
personal benefit; or

(e) For any acts or omissions occurring before the date this Article is
filed by the Michigan Department of Commerce.

In the event the Michigan Business Corporation Act is amended after the approval
of this Article to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent permitted by
the Michigan Business Corporation Act, as so amended. Any repeal, modification
or adoption of any provision in these Articles of Incorporation inconsistent
with this Article shall not adversely affect any right or protection of a
director of the corporation existing at the time of such repeal, modification or
adoption.

(2) INDEMNIFICATION OF DIRECTORS AND OFFICERS.

2.1 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 nor 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 proceedings 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,

GOLD SEAL APPEARS ONLY ON ORIGINAL

had reasonable cause to believe that his or here conduct was unlawful. The right
to indemnification conferred in this Section 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 Director 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.

2.2 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 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 Section 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.

2.3 Determination of Indemnification. An indemnification under
paragraph 1 or 2 or this Section, 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 is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
paragraph 1 or 2 of this Section and upon an evaluation of the reasonableness of
expenses and amounts paid in settlement. This determination and evaluation shall
occur within 30 days after a written claim for indemnification has been received
by the Corporation, and shall be made in any of the following ways:

(a) 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 or if a quorum 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 (in
designation of a committee, all directors may participate);

(b) By independent legal counsel in a written opinion, which counsel
shall be selected by the Board or its committee in the manner
prescribed in subparagraph (a).

(c) By all independent directors who are not parties or threatened to
be made parties to the action, suit, or proceeding; or

(d) 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.

If a person is entitled to indemnification under paragraph 1 or 2 of this
Article for a portion of expenses, including reasonable attorneys' fees,
judgments, penalties, fines and amounts paid in settlement, but not

GOLD SEAL APPEARS ONLY ON ORIGINAL

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.

2.4 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, proceeding in
advance of final disposition of the proceeding if all of the following apply:

(a) 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 1 and 2 of this Article.

(b) 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.

(c) A determination is made that the facts then known to those making
the determination would not preclude indemnification under this Section
or the Michigan Business Corporation Act.

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 4 shall be made in the manner described in paragraph
3(a)-(d).

2.5 Right of Officer or Director to Bring Suit. If a claim for
indemnification under this Section is not paid in full by the Corporation within
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 Section (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 1 or 2 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 1 or 2 of this Article, nor an actual
determination by the 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.

GOLD SEAL APPEARS ONLY ON ORIGINAL

2.6 Other Indemnification. The indemnification or advancement of
expenses provided under paragraphs 1 through 5 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 Articles of Incorporation,
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 1 through 5 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.

2.7 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 for her against liability under
the Michigan Business Corporation Act or this Article.

2.8 Definitions. For purposes of this Article, "Corporation"
includes all constituent corporations absorbed in a 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 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
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 1 and 2 of this Article.

GOLD SEAL APPEARS ONLY ON ORIGINAL

C&S 515 (Rev. 8/96)
- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES CORPORATION,
SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received (FOR BUREAU USE ONLY)
JUN 21 1999
- ---------------------
FILED

JUN 21 1999

Administrator
CORP, SECURITIES & LAND DEV. BUREAU

Name
517-663-2525 Ref # 94118
- ------------------------------------------------
Address
Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
- ------------------------------------------------
City
P.O. Box 266
Eaton Rapids, MI 48827 EFFECTIVE DATE:
- ------------------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read information and instructions on the last page)

1. The present name of the corporations is: PROCESS CONTROL AUTOMATION, INC.

2. The identification number assigned by the Bureau is: 117-949

3. The location of its registered office is:

30333 Southfield Road Southfield Michigan 48076
- ---------------------------------------, ----------
(Street Address) (City) (ZIP Code)

4. Article I of the Articles of Incorporation is hereby amended to read as
follows:

The name of the Company is Hayes Lemmerz International - PCA. Inc.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1. The address of the registered office is 15300 Centennial Drive, Northville,
Michigan 48167.

3. The name of the resident agent at the registered office is Patrick B.
Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL

5. (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 incorporator(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)

6. (FOR PROFIT CORPORATIONS, AND FOR 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
30th day of April, 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.

Signed this 17th day of June, 1999

By /s/ William D. Shovers
---------------------------------------------------------------------
(Signature of President, Vice-President, Chairperson, Vice-Chairperson)

William D. Shovers Vice-President
-----------------------------------------------------------------------
(Type or Print Name) (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

C&S 541 (Rev. 8/96)
- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES CORPORATION,
SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received (FOR BUREAU USE ONLY)
JUN 28 1999
FILED

JUN 28 1999

Administrator
CORP., SECURITIES & LAND DEV. BUREAU

517-663-2525 Ref # 94366
- -------------------------------------------
Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
- -------------------------------------------
P. O. Box 266
Eaton Rapids, MI 48827 EXPIRATION DATE: DECEMBER 31, 2004
- -------------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

CERTIFICATE OF ASSUMED NAME
FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS 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), Act 152, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1. The true name of the corporation, limited partnership, or limited liability
company is:

HAYES LEMMERZ INTERNATIONAL - PCA, INC.

2. The identification number assigned by the Bureau is: 117-949

3. The location of the corporation or limited liability company registered
office in Michigan or the office at which the limited partnership records
are maintained is:

15300 Centennial Drive Northville Michigan 48167
--------------------------------------------------------------------------
(Street Address) (City) (State) (ZIP Code)

4. The assumed name under which business is to be transacted is:

PROCESS CONTROL AUTOMATION, INC.

COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

Signed this 17th day of June, 1999

By /s/ William D. Shovers
--------------------------------------------------------------------
(Signature)

William D. Shovers Vice President
-----------------------------------------------------------------------
(Type or Print Name) (Type or Print Title)

_______________________________________________________________________
(Limited Partnerships Only-Indicate Name of
General Partner if a corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL

`
- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------
Date Received (FOR BUREAU USE ONLY) FILED

- ------------------- APR 22 2002
This document is effective
on the date filed, unless CIS Administrator
a subsequent effective date BUREAU OF COMMERCIAL SERVICE
within 90 days after received
date is stated in the document.
- --------------------------------------------------
Name
Kelly Brushaber
- --------------------------------------------------
Address
15300 Centennial Drive
- --------------------------------------------------
City State Zip Code
Northville MI 48167 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.

1. The name of the corporation or limited liability company is:

Hayes Lemmerz International - PCA, Inc.

2. The identification number assigned by the Bureau is: 117-949

3. a. The name of the resident agent on file with the Bureau is:
Patrick B. Carey

b. The location of the registered office on file with the Bureau is:

15300 Centennial Drive, Northville , Michigan 48167
------------------------------------- -----------------
(Street Address) (City) (ZIP Code)

c. The mailing address of the above registered office on file with the
Bureau is:

Same as above , Michigan
-------------------------------------- ------------------
(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: Patrick C. Cauley

b. The address of the registered office is:

15300 Centennial Drive, Northville, Michigan 48167
------------------------------------ -----------------
(Street Address) (City) (ZIP Code)

c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

, Michigan
----------------------------------------- ------------------
(Street Address or P.O. Box) (City) (ZIP Code)

6. 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/ Larry Karenko Larry Karenko, Vice President April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL

EXHIBIT 3.56

BY-LAWS

PROCESS CONTROL AUTOMATION, INC.

A MICHIGAN CORPORATION

1. SHAREHOLDERS' MEETING

1.1 ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting and (b) waiver of objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.

BY-LAWS (SHORT FORM) 2

conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.

2. SHARES

3. BOARD OF DIRECTORS

3.4 REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of

BY-LAWS (SHORT FORM) 3

Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.

3.7 PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.

3.10 ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a

BY-LAWS (SHORT FORM) 4

4. OFFICERS

BY-LAWS (SHORT FORM) 5

5. EXECUTION OF INSTRUMENTS

BY-LAWS (SHORT FORM) 6

6. INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

BY-LAWS (SHORT FORM) 7

7. AMENDMENT OF BY-LAWS

BY-LAWS (SHORT FORM) 8

EXHIBIT 3.57

JAN 20 1994 Adjusted per telephone JAN 27 1994
- ----------------authorization from
David Tennent Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau

- ----------------------------------------------
Name
David L. Tennent
- ----------------------------------------------
Address
801 W. Big Beaver Rd, Ste. 500
- ----------------------------------------------
City State ZIP Code
Troy MI 48084 EFFECTIVE DATE:
- ----------------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -

RESTATED ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read information and instructions on last page)

Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned
corporation executes the following Articles:

1. The present name of the corporation is: CMI-PACIFIC, INC.

2. The corporation identification number assigned by the Bureau is: 281-128

3. All former names of the corporation are:

4. The date of filing the original Articles of Incorporation was: 12/14/89

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

The name of the corporation is: CMI-PACIFIC, INC.

ARTICLE II

The purpose or purposes for which the corporation is formed are: To engage in
any activity within the purposes for which corporations may be formed under
the Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL

ARTICLE III

The total authorized shares:

Common shares 60,000 Preferred shares___________________________

A statement of all or any of the relative rights, preferences and limitations of
the shares of each class is as follows:

ARTICLE IV

1. The address of the current registered office is:

30333 Southfield Road Southfield , Michigan 48076
------------------------------------------------ ----------------
(STREET ADDRESS) (CITY) (ZIP CODE)

2. The mailing address of the current registered office if different than
above:

, Michigan
------------------------------------------------ ----------------
(P.O. BOX) (CITY) (ZIP CODE)

3. The name of the current resident agent is: Richard A. Nawrocki

ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)

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.

ARTICLE VI (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 consents 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 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 unanious written consent shall be given to shareholders who have not
consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL

ARTICLE VII (ADDITIONAL PROVISIONS, IF ANY, MAY BE INSERTED HERE; ATTACH
ADDITIONAL PAGES IF NEEDED.)

- --------------------------------------------------------------------------------

SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF

- --------------------------------------------------------------------------------

5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF
DIRECTORS; OTHERWISE, COMPLETE SECTION (b)

a. [ ] These Restated Articles of Incorporation were duly adopted on the
___day of ______, 19____, in accordance with the provisions of
Section 642 of the Act by the unanimous consent of the incorporators
before the first meeting of the Board of Directors.

Signed this__________________ day of____________________,19_________

________________________________, _________________________________

________________________________ _________________________________
(SIGNATURES OF INCORPORATORS: TYPE OR PRINT NAME UNDER EACH SIGNATURE)

b. [X] These Restated Articles of Incorporation were duly adopted on the
14th day of JANUARY, 1994, in accordance with the provisions of
Section 642 of the Act and: (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 discrepency 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.

[X] were duly adopted by the written consent of all the shareholders
entitled to vote in accordance with Section 407(2) of the Act.

Signed this 14 day of January, 1994

By /s/ Richard A. Nawrocki
------------------------------------------
(SIGNATURE)

Richard A. Nawrocki Vice President
----------------------------------------------
(TYPE OR PRINT NAME) (TYPE OR PRINT TITLE)

GOLD SEAL APPEARS ONLY ON ORIGINAL

ATTACHMENT TO RESTATED ARTICLES OF INCORPORATION OF
CMI-PACIFIC, INC.

ARTICLE VII

GOLD SEAL APPEARS ONLY ON ORIGINAL

C&S 515 (Rev. 5/95)
- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
Date Received (FOR BUREAU USE ONLY)

FILED

AUG 16 1996 AUG 19 1996
- -------------------
Administrator
MI DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU

- ----------------------------------------------
Name
David L. Tennent, Esq.
- ----------------------------------------------
Address
801 W. Big Beaver Rd, Ste. 500
- ----------------------------------------------
City State Zip Code
Troy MI 48084 EFFECTIVE DATE:
- ----------------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -

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)

1. The present name of the corporation is: CMI-PACIFIC, INC.

2. The identification number assigned by the Bureau is: 281-128

3. The location of the registered office is:

30333 Southfield Road Southfield , Michigan 48076
-------------------------------------------------- ---------------
(Street Address) (City) (ZIP Code)

4. Article I of the Articles of Incorporation is hereby amended to read as
follows:

The name of the corporation is: CMI-POLYMERS, INC.

GOLD SEAL APPEARS ONLY ON ORIGINAL

5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS OR
TRUSTEES; OTHERWISE, COMPLETE SECTION(b). DO NOT COMPLETE BOTH.

a. [ ] 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
incorporator(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) (Sigature)

__________________________________ ___________________________________
(Type or Print Name) (Type or Print Name)

b. [x] The foregoing amendement to the Articles of Incorporation was duly
adopted on the 14th day of August, 1996. The amendment: (check one of the
following)

[ ] was duly adopted in accordance with Section 611(2) of the Act by the
vote of the shareholders if a profit corporation, or by the vote of the
sharesholders or members if a nonprofit corporation, or by the vote of
the directors if a nonprofit corporation organized on a nonstock
directorship basis. The necessary votes were cast in favor of the
amendment.

[ ] was duly adopted by the written consent of all directors pursuant to
Section 525 of the Act and the corporation is a nonprofit corporation
organized on a nonstock directorship basis.

[ ] was duly adopted by the 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 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.)

[ ] was duly adopted by the 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.

Signed this 14th day of August, 1996

By /s/ Richard A. Nawrocki
-----------------------------------------------------------
(Only Signature of President, Vice-President, Chairperson,
or Vice-Chairperson)

Richard A. Nawrocki, Exec. Vice President
----------------------------------------------------
(Type or Print Name) (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

- -------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- -------------------------------------------------------------------------------
Date Receive (FOR BUREAU USE ONLY)
JUN 21 1999
- ---------------------------
FILED

JUN 21 1999

- ---------------------------- Administrator
Name________________________ CORP., SECURITIES & LAND DEV. BUREAU

Ph. 517-663-2525 Ref # 94118
Address Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
City P.O. Box 266
Eaton Rapids, MI 48827 EFFECTIVE DATE:
- -------------------------------------------------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE-

CERTIFICATE OF AMENDMENT TO THE 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 (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: CMI-POLYMERS, INC.

2. The identification number assigned by the Bureau is: 281-128

3. The location of its registered office is:

30333 Southfield Road Southfield 48076
- ------------------------------------------------------, Michigan -----------
(Street Address) (City) (ZIP Code)

4. Article I of the Articles of Incorporation is hereby amended to read as
follows:

The name of the corporation is HAYES LEMMERZ INTERNATIONAL-PETERSBURG, INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1. The address of the registered office is 15300 Centennial Drive,
Northville, Michigan 48167.

3. The name of the resident agent at the registered office is Patrick B.
Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL

5. (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 incorporator(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)

6. (FOR PROFIT CORPORATIONS, AND FOR 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 30th day of April, 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.

Signed this 17th day of June, 1999

By /s/ William D. Shovers
----------------------------------------
(Signature of President, Vice-President,
Chairperson, Vice-Chairperson)

William D. Shovers Vice-President
------------------------------------------
(Type or Print Name) (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

JUN 28 1999
- ------------ FILED

JUN 28 1999

Administrator
CORP., SECURITIES & LAND DEV. BUREAU
Ph. 517-663-2525 Ref # 94366
Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
P.O. Box 266
Eaton Rapids, MI 48827 EXPIRATION DATE; DECEMBER 31, 2004
- -----------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

CERTIFICATE OF ASSUMED NAME
FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS 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), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213,
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, Limited partnership, or limited
liability company in item one executes the following Certificate:

1. The true name of the corporation, limited partnership, or limited liability
company is:

HAYES LEMMERZ INTERNATIONAL-PETERSBURG, INC.

2. The identification number assigned by the Bureau is: 281-128

3. The location of the corporation or limited liability company registered
office in Michigan or the office at which the limited partnership records
are maintained is:

15300 Centennial Drive Northville Michigan 48167
- -------------------------------------------------------------------------------
(Street Address) (City) (State) (ZIP Code)

4. The assumed name under which business is to be transacted is:

CMI-POLYMERS, INC.

COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

Signed this 17th day of June 1999

By /s/ William D. Shovers
-----------------------------------------
(Signature)

William D. Shovers Vice President
----------------------------------------------
(Type or Print Name) (Type or Print Title)

______________________________________________
(Limited Partnerships Only --
Indicate Name of General Partner
if a corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL

- -------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
BUREAU OF COMMERCIAL SERVICES
- -------------------------------------------------------------------------------
Date Received (FOR BUREAU USE ONLY)
- ------------- FILED

APR 22 2002

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 CIS Administrator
BUREAU OF
Kelly Brushaber COMMERCIAL SERVICES
- ---------------------------------------------------
Address
15300 Centennial Drive
- ---------------------------------------------------
City State Zip Code EFFECTIVE DATE
- ---------------------------------------------------
Northville MI 48167

- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -
- -------------------------------------------------------------------------------
IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), 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:

Hayes Lemmerz International - Petersburg, Inc.

2. The identification number assigned by the Bureau is: 281-128

3. a. The name of the resident agent on file with the Bureau is:
Patrick B. Carey

b. The location of the registered office on file with the Bureau is:

15300 Centennial Drive, Northville Michigan 48167
--------------------------------------------------- ----------
(Street Address) (City) (ZIP Code)

c. The mailing address of the above registered office on file with the
Bureau is:

Same as above Michigan
- ----------------------------------------------------, ---------------
(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: Patrick C. Cauley

b. The address of the registered office is:

15300 Centennial Drive, Northville Michigan 48167
------------------------------------------------, ----------
(Street Address) (City) (ZIP Code)

c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

____________________________________________________, Michigan _______________
(Street Address or P.O. Box) (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.

6. 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

/s/ Larry Karenko Type or Print Name and Title Date Signed
- -------------------
Larry Karenko, Vice President April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL

EXHIBIT 3.58

BY-LAWS

CMI-PACIFIC. INC.

A MICHIGAN CORPORATION

(INCLUDING ALL AMENDMENTS AS OF 1/14/94)

1. SHAREHOLDERS' MEETING

1.1 ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting and (b) waiver of objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.

conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.

2. SHARES

3. BOARD OF DIRECTORS

3.4 REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of

Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.

3.7 PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.

3.10 ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a

4. OFFICERS

5. EXECUTION OF INSTRUMENTS

6. INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

7. AMENDMENT OF BY-LAWS

EXHIBIT 3.59

- -------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF COMMERCE-CORPORATION AND SECURITIES BUREAU
- -------------------------------------------------------------------------------
Date Received Adjusted per telephone (FOR BUREAU USE ONLY)
JAN 20 1994 authorization from
David Tennent.

- -----------------------------------------

FILED
- -----------------------------------------
Name JAN 27 1994
David L. Tennent
- ----------------------------------------- Administrator
Address MICHIGAN DEPARTMENT OF COMMERCE
801 W. Big Beaver Rd, Ste. 500 Corporation & Securities Bureau
- -----------------------------------------
City State ZIP Code
Troy MI 48084 EFFECTIVE DATE:
- -----------------------------------------
- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.

RESTATED ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read information and instructions on last page)

Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:

1. The present name of the corporation is: CMI-SOUTHFIELD, INC.

2. The corporation identification number assigned by the Bureau is: 028-988

3. All former names of the corporation are: SOUTHFIELD MACHINE PRODUCTS, INC.

4. The date of filing the original Articles of Incorporation was: 3/1/79

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

The name of the corporation is: CMI-SOUTHFIELD, INC.

ARTICLE II

The purpose or purposes for which the corporation is formed are: To engage
in any activity within the purposes for which corporations may be
formed under the Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL

ARTICLE III

The total authorized shares:

Common shares 50,000 Preferred shares _____________________

A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:

ARTICLE IV

1. The address of the current registered office is:

30333 Southfield Road Southfield, Michigan 48076
------------------------------------ ---------
(STREET ADDRESS) (CITY) (ZIP CODE)

2. The mailing address of the current registered office if different than above:

Michigan
-------------------------------------------, ------------------------
(P.O. BOX) (CITY) (ZIP CODE)

3. The name of the current resident agent is: Ray H. Witt

ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)

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.

ARTICLE VI (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 consents 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 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 have not
consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL

ARTICLE VII (ADDITIONAL PROVISIONS, IF ANY, MAY BE INSERTED HERE; ATTACH
ADDITIONAL PAGES IF NEEDED.)
- ------------------------------------------------------------------------------
SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF
- ------------------------------------------------------------------------------
5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF
DIRECTORS; OTHERWISE, COMPLETE SECTION (b)

a. [ ] These Restated Articles of Incorporation were duly adopted on the ____
day of ______________ ,19______ , in accordance with the provisions of
Section 642 of the Act by the unanimous consent of the incorporators
before the first meeting of the Board of Directors.

Signed this ____________day of _______________________________, 19____
____________________________________ _________________________________
______________________________________________________________________
(SIGNATURES OF INCORPORATORS; TYPE OR PRINT NAME UNDER EACH SIGNATURE)

b. [X] These Restated Articles of Incorporation were duly adopted on the 14th
day of January, 1994, in accordance with the provisions of Section 642
of the Act and: (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
discrepency 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) 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.)

[X] were duly adopted by the written consent of all the shareholders
entitled to vote in accordance with Section 407(2) of the Act.

Signed this 14 day of January, 1994

By /s/ Richard A. Nawrocki
-------------------------------------
(SIGNATURE)

Richard A. Nawrocki Vice President
---------------------------------------------------
(TYPE OR PRINT NAME) (TYPE OR PRINT TITLE)

GOLD SEAL APPEARS ONLY ON ORIGINAL

ATTACHMENT TO RESTATED ARTICLES OF INCORPORATION OF
CMI-SOUTHFIELD, INC.

ARTICLE VII

(1) A director of the corporation shall not be personally liable to
the corporation or its shareholders for monetary damages for a breach of
fiduciary duty as a director, except for 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 which involve intentional misconduct or a
knowing violation of law; (c) for a violation of Section 551(1) of the Michigan
Business Corporation Act; (d) for any transaction from which the director
derived an improper personal benefit; or (e) for any act or omission occurring
prior to the date of the approval of this Article. In the event the Michigan
Business Corporation Act is amended after the approval of this Article to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Michigan
Business Corporation Act, as so amended. Any repeal, modification or adoption
of any provision in these Articles of Incorporation inconsistent with this
Article shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal, modification or adoption.

GOLD SEAL APPEARS ONLY ON ORIGINAL

CORPORATION INFORMATION UPDATE
(formerly Annual Report)
1998 988B#0202 0601 PNAR $15.00

[ ] TO CERTIFY THERE ARE NO CHANGES FROM YOUR PREVIOUS FILING FEE: $15.00
FILLING CHECK THIS BOX AND SKIP TO ITEM 6.

CMI-SOUTHFIELD, INC.
30333 SOUTHFIELD RD.
SOUTHFIELD MI 48076

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
IF THERE ARE CHANGES FROM YOUR PREVIOUS FILING, YOU MUST COMPLETE ITEMS 1
THROUGH 6.
- --------------------------------------------------------------------------------
1. Mailling address of registered office if 2. Resident Agent if different
different that preprinted information above than above
Richard A. Nawrocki
- --------------------------------------------------------------------------------
3. Address of registered office if different than preprinted information
above-NO., STREET, CITY, ZIP
- --------------------------------------------------------------------------------
4. Describe the general nature and kind of business in which the corporation is
engaged:
- --------------------------------------------------------------------------------

5. NAME BUSINESS OR RESIDENCE ADDRESS
- -----------------------------------------------------------------------------------------------------

President
Richard A. Nawrocki 30333 Southfield Rd. Southfield, MI 48076
------------------------------------------------------------------------------------------
Vice President
If Robert Fiolek 30333 Southfield Rd. Southfield, MI 48076
different ------------------------------------------------------------------------------------------
than Secretary
President Larry D. Schwentor 30333 Southfield Rd. Southfield, MI 48076
------------------------------------------------------------------------------------------
Treasurer
& Vice President Renee Weinman 30333 Southfield Rd. Southfield MI 48076
------------------------------------------------------------------------------------------
Director
If Ray H. Witt 30333 Southfield Rd. Southfield MI 48076
different ------------------------------------------------------------------------------------------
than Director
Officers Robert Herr 30333 Southfield Rd. Southfield, MI 48076
------------------------------------------------------------------------------------------
Director
Gary F. Ruff 30333 Southfield Rd. Southfield, MI 48076
- -----------------------------------------------------------------------------------------------------

The corporation states that the address of its registered office and the address
of the business office of its resident agent are identical. Any changes were
authorized by resolution duly adopted by its board of directors.
- --------------------------------------------------------------------------------
If space is insufficient, you may include additional pages. PLEASE DO NOT STAPLE
ADDITIONAL PAGES TO THIS REPORT.
ENCLOSE $15.00 MADE PAYABLE TO THE STATE OF MICHIGAN. THIS REPORT MUST BE FILED
ON OR BEFORE MAY 15
- --------------------------------------------------------------------------------
6. Signature of an authorized officer Title Date
or agent of the corporation
/s/ [ILLEGIBLE] Secretary 5/11/98
- --------------------------------------------------------------------------------
Required by Section 911, Act 284, Public Acts of 1972, as amended. Failure to
file this report may result in the dissolution of the corporation.

MAY 14 1998
GOLD SEAL APPEARS ONLY ON ORIGINAL

Date Received (FOR BUREAU USE ONLY)
JUN 21 1999
- ------------------------------------ FILED
Name
Ph. 517-663-2525 Ref #94118 JUN 21 1999
Attn: Cheryl J. Bixby
Address MICHIGAN RUNNER SERVICE Administrator
P.O. BOX 266 CORP. SECURITIES & LAND DEV. BUREAU
City Eaton Rapids, MI 48827
- ------------------------------------ EFFECTIVE DATE:

- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE. -

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read information and instructions on the last page)

1. The present name of the corporation is: CMI-SOUTHFIELD, INC.

2. The identification number assigned by the Bureau is: 028-988

3. The location of its registered office is:

30333 Southfield Road Southfield, Michigan 48076
- ----------------------------------------------- ---------
(Street Address) (City) ZIP Code)

4. Article I of the Articles of Incorporation is hereby amended to read as
follows:

The name of the corporation is HAYES LEMMERZ INTERNATIONAL - SOUTHFIELD, INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1. The address of the registered office is 15300 Centennial Drive, Northville,
Michigan 48167.

3. The name of the resident agent at the registered office is Patrick B. Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL

5. (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 incorporator(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)

6. (FOR PROFIT CORPORATIONS, AND FOR 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 30th day of April, 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.

Signed this 17th day of June, 1999

By /s/ William D. Shovers
-----------------------------------------------------
(Signature of President, Vice-President, Chairperson,
Vice-Chairperson)

William D. Shovers Vice-President
----------------------------------------------------------
(Type or Print Name) (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

7. (FOR A NONPROFIT CORPORATION WHOSE ARTICLES STATE THE CORPORATION IS
ORGANIZED ON A DIRECTORSHIP BASIS.)

The foregoing amendment to the Articles of Incorporation was duly adopted on
the __________day of _________________,19____ by the directors of a nonprofit
corporation whose articles of incorporation state it is organized on a
directorship basis (check one of the following)

[ ] at a meeting. The necessary votes were cast in favor of the amendment.

[ ] by written consent of all directors pursuant to Section 525 of the Act.

Signed this ________day of__________________, 19______

By____________________________________________________
(Signature of President, Vice-President, Chairperson,
Vice-Chairperson)

__________________________ _________________________
(Type or Print Name) (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

FILED

- ---------------------------------- JUN 28 1999
517-663-2525 Ref # 94366
Attn: Cheryl J. Bixby Administrator
MICHIGAN RUNNER SERVICE CORP. SECURITIES & LAND DEV. BUREAU
P.O. Box 266
Eaton Rapids, MI 48827

- ---------------------------------- EXPIRATION DATE: DECEMBER 31, 2004

- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE -

CERTIFICATE OF ASSUMED NAME
FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
(Please read information and instructions on reverse side)

1. The true name of the corporation, limited partnership, or limited liability
company is:
HAYES LEMMERZ INTERNATIONAL-SOUTHFIELD, INC.

2. The identification number assigned by the Bureau is: 028-988

3. The location of the corporation or limited liability company registered
office in Michigan or the office at which the limited partnership records are
maintained is:

15300 Centennial Drive Northville Michigan 48167
---------------------------------------------------------------------------
(Street Address) (City) (State) (ZIP Code)

4. The assumed name under which business is to be transacted is:

CMI - SOUTHFIELD, INC.

COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE
ENTITY.

Signed this 17th day of June 1999

By /s/ William D. Shovers
------------------------
(Signature)

William D. Shovers Vice President
--------------------------------------------------
(Type or Print Name) (Type or Print Title)

______________________________________________________
(Limited Partnerships Only - indicate
Name of General Partner if a
corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL

Date Received (FOR BUREAU USE ONLY)
- ------------------ FILED

APR 22 2002

This document is effective on the
date filed, unless a subsequent
effective date within 90 days
after received date is stated in
the document.

CIS Administrator
- ----------------------------------------------- BUREAU OF COMMERCIAL SERVICES
Name
Kelly Brushaber
- -----------------------------------------------
Address
15300 Centennial Drive
- -----------------------------------------------
City State Zip Code
Northville MI 48167 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.

1. The name of the corporation or limited liability company is:

Hayes Lemmerz International - Southfield, Inc.

2. The identification number assigned by the Bureau is: 028-988

3. a. The name of the resident agent of file with the Bureau is:
Patrick B. Carey

b. The location of the registered office on file with the Bureau is:

15300 Centennial Drive, Northville, Michigan 48167
----------------------------------- ------------
(Street Address) (City) (ZIP Code)

c. The mailing address of the above registered office on file with the Bureau
is:
Same as above , Michigan __________________
----------------------------------------
(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: Patrick C. Cauley

b. The address of the registered office is:

15300 Centennial Drive, Northville, Michigan 48167
---------------------------------- ---------
(Street Address) (City) (ZIP Code)

c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

______________________________________, Michigan____________________
(Street Address or P. O. Box) (City) (ZIP Code)

6. 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
Larry Karenko, Vice President April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL

EXHIBIT 3.60

BY-LAWS

CMI-SOUTHFIELD, INC.

A MICHIGAN CORPORATION

(INCLUDING ALL AMENDMENTS AS OF 1/14/94)

1. SHAREHOLDERS' MEETING

1.1 ANNUAL MEETING. The annual meeting of the Shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

A Shareholder's attendance at a meeting of Shareholders, in
person or by proxy, will result in (a) a waiver of objection to lack of notice
or defective notice of the meeting unless the Shareholder at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting and (b) waiver of objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless the Shareholder objects to considering the matter when it is
presented.

conference shall be divulged to all participants. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.

2. SHARES

3. BOARD OF DIRECTORS

3.1 NUMBER AND TERM OF OFFICE. The business, property and affairs
of the Corporation shall be managed by a Board of Directors composed of one (l)
or more members who need not be Shareholders. The number of Directors for the
Board of Directors shall be determined by a majority vote of the Shareholders.
The first Board of Directors shall hold office until the first annual meeting of
Shareholders. At the first annual meeting of Shareholders and at each annual
meeting thereafter, the Shareholders shall elect Directors to hold office until
the succeeding annual meeting. A Director shall hold office for the term for
which he or she is elected and until his or her successor is elected and
qualified, or until his or her resignation or removal. A Director may resign by
written notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or a later time as set forth in the notice of resignation.

3.4 REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of

Directors shall from time to time determine by resolution of the Board of
Directors or by waiver of notice and consent. No notice of regular meetings of
the board shall be required.

3.7 PURPOSE. Neither the business to be transacted nor the purpose
of a regular or special meeting need be specified in the notice or waiver of
notice of the meeting.

3.10 ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a

4. OFFICERS

5. EXECUTION OF INSTRUMENTS

6. INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

7. AMENDMENT OF BY-LAWS

EXHIBIT 3.61

- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
Date Received Adjusted per telephone (FOR BUREAU USE ONLY)
JAN 20 1994 authorization from
David Tennent, FILED

- ------------------------------------------- JAN 27 1994

- -------------------------------------------

Name
David L. Tennent
- ------------------------------------------- Administrator
Address MICHIGAN DEPARTMENT OF COMMERCE
801 W. Big Beaver Rd, Ste. 500 Corporation & Securities Bureau
- -------------------------------------------
City State ZIP Code
Troy MI 48084 EFFECTIVE DATE:
- -------------------------------------------
DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.

RESTATED ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read information and instructions on last page)

Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:

1. The present name of the corporation is: CMI-TECH CENTER, INC.

2. The corporation identification number assigned by the Bureau is:
121-978

3. All former names of the corporation are:
CAST METAL SALES & ENGINEERING, INC.
CMI-ENGINEERING, INC.

4. The date of filing the original Articles of Incorporation was: 3/1/79

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

The name of the corporation is: CMI-TECH CENTER, INC.

ARTICLE II

The purpose or purposes for which the corporation is formed are: To engage in
any activity within the purposes for which corporations may be formed under
the Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL

ARTICLE III

The total authorized shares:

Common shares 1,000 Preferred shares __________________________

A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:

ARTICLE IV

1. The address of the current registered office is:

30333 Southfield Road Southfield, Michigan 48076
--------------------------------- -----------
(STREET ADDRESS) (CITY) (ZIP CODE)

2. The mailing address of the current registered office if different than
above:
, Michigan
------------------------------------------------ ----------
(P. O. BOX) (CITY) (ZIP CODE)

3. The name of the current resident agent is: Ray H. Witt

ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)

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 the 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.

ARTICLE VI (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 consents 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 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 have not
consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL

ARTICLE VII (ADDITIONAL PROVISIONS, IF ANY, MAY BE INSERTED HERE; ATTACH
ADDITIONAL PAGES IF NEEDED.)

SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF

5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE
UNANIMOUS CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE
BOARD OF DIRECTORS; OTHERWISE, COMPLETE SECTION (b)

a. [ ] These Restated Articles of Incorporation were duly adopted
on the_____ day of__________, 19_____, in accordance with the
provisions of Section 642 of the act by the unamimous consent
of the incorporators before the first meeting of the Board of
Directors.

Signed this _______ day of ____________________________, 19___

________________________________ _____________________________

(SIGNATURES OF INCORPORATORS; TYPE OR PRINT NAME UNDER EACH SIGNATURE)

b. [X] These Restated Articles of Incorporation were duly adopted
on the 14TH day of JANUARY, 1994, in accordance with the
provisions of Section 642 of the Act and:
(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 discrepency 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) 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.)

[X] were duly adopted by the written consent of all the
shareholders entitled to vote in accordance with
Section 407(2) of the Act.

Signed this 14 day of January, 1994

By /s/ Richard A. Nawrocki
-----------------------------------------
(SIGNATURE)

Richard A. Nawrocki Vice President
-------------------------------------------
(TYPE OR PRINT NAME) (TYPE OR PRINT TITLE)

GOLD SEAL APPEARS ONLY ON ORIGINAL

ATTACHMENT TO RESTATED ARTICLES OF INCORPORATION OF
CMI-TECH CENTER, INC.

ARTICLE VII

(1) A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for a breach of fiduciary
duty as a director, except for 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 which involve intentional misconduct or a knowing
violation of law; (c) for a violation of Section 551(1) of the Michigan Business
Corporation Act; (d) for any transaction from which the director derived an
improper personal benefit; or (e) for any act or omission occurring prior to
the date of the approval of this Article. In the event the Michigan Business
Corporation Act is amended after the approval of this Article to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Michingan Business
Corporation Act, as so amended. Any repeal, modification or adoption of any
provision in these Articles of Incorporation inconsistent with this Article
shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal, modification or adoption.

(2) Directors and officers of the corporation shall be indemnified as of right
to the fullest extent now or hereafter permitted by law in connection with any
actual or threatened civil, criminal, administrative or investigative action,
suit or proceeding (whether formal or informal and whether brought by or in the
name of the corporation, a subsidiary or otherwise) arising out of: (a) any
actual or alleged act or omission at any time as a director or officer of the
corporation, a subsidiary, or any organization for which the person is serving
at the request of the corporation; (b) their past, present or future status as a
director of officer of the corporation, a subsidiary or any organization for
which the person is serving at the request of the corporation. Persons who are
not directors or officers of the corporation may be similarly indemnified in
respect of such service to the extent authorized at any time by the board of
directors of the corporation. The provisions of this Articale shall be
applicable to directors and officers who have ceased to render such service and
shall inure to the benefit of their heirs, executors and administrators. The
right of indemnity provided herein shall not be exclusive, and the corporation
may provide indemnification ot any person, by agreement or otherwise, on such
terms and conditions as the board of directors of the corporation may approve.
Any agreement for indemnification of any director, officer, employee or other
person may provide indemnification rights which are broader or otherwise
different than those set forth in the Michigan Business Corporation Act.

GOLD SEAL APPEARS ONLY ON ORIGINAL

Date Received (FOR BUREAU USE ONLY)
OCT 03 1994
- -------------------

FILED

OCT 05 1994

ADMINISTRATOR
MICHIGAN DEPARTMENT OF COMMERCE
CORPORATION & SECURITIES BUREAU

EXPIRATION DATE: DECEMBER 31, 1999
- --------------------------------------------------------------------------------

CERTIFICATE OF RENEWAL OF ASSUMED NAME
FOR USE BY CORPORATIONS AND LIMITED PARTNERSHIPS
(Please read information and instructions on reverse side)

1. The true name and address of the corporate registered office or the
address of the limited partnership's agent for service of process is:

CMI-TECH CENTER, INC.
c/o RAY H. WITT 121978
30333 SOUTHFIELD RD. ---------------------
SOUTHFIELD MI 48076 Identification Number

2. The assumed name under which business is transacted is:

CMI-ENGINEERING

3. The registration of the assumed name is extended for a period expiring
on December 31 of the fifth full calendar year following the year in
which this renewal is filed, unless sooner terminated.

Signed this 28th day of September, 1994

By /s/ Larry D. Schwentor
--------------------------------------
(Signature)

Larry D. Schwentor Secretary
-------------------- --------------------
(Type or Print Name) (Type or Print Title)

- --------------------------------------------------------------------------------
(Limited Partnerships Only - Name of General Partner)

GOLD SEAL APPEARS ONLY ON ORIGINAL

CORPORATION INFORMATION UPDATE
(formerly Annual Report)

1998

[ ] TO CERTIFY THERE ARE NO CHANGES FROM YOUR PREVIOUS FILING
CHECK THIS BOX AND SKIP TO ITEM 6. FILING FEE: $15.00

CMI-TECH CENTER, INC.
30333 SOUTHFIELD RD.
SOUTHFIELD MI 48076 FILED BY DEPARTMENT JUN 30 1998
- --------------------------------------------------------------------------------
Registered Office Address in Michigan - NO., STREET, CITY, ZIP Resident Agent
30333 SOUTHFIELD RD. RAY H. WITT
SOUTHFIELD 48076
- --------------------------------------------------------------------------------
IF THERE ARE CHANGES FROM YOUR PREVIOUS FILING, YOU MUST COMPLETE ITEMS 1
THROUGH 6.

1. MAILING ADDRESS OF REGISTERED OFFICE IF DIFFERENT THAT PREPRINTED
INFORMATION ABOVE.

2. RESIDENT AGENT IF DIFFERENT THAN ABOVE.
Richard A. Nawrocki

3. ADDRESS OF REGISTERED OFFICE IF DIFFERENT THAN PREPRINTED INFORMATION ABOVE-
NO., STREET, CITY, ZIP

4. DESCRIBE THE GENERAL NATURE AND KIND OF BUSINESS IN WHICH THE CORPORATION IS
ENGAGED:

- ----------------------------------------------------------------------------------------
5. NAME BUSINESS OR RESIDENCE ADDRESS
- ----------------------------------------------------------------------------------------

President
Richard A. Nawrocki 30333 Southfield Rd. Southfield, MI 48076
-----------------------------------------------------------------------------
Vice President
If Robert Fiolek 30333 Southfield Rd. Southfield, MI 48076
different -----------------------------------------------------------------------------
than Secretary
President Larry D. Schwentor 30333 Southfield Rd. Southfield, MI 48076
-----------------------------------------------------------------------------
Treasurer
& Vice President Renee Weinman 30333 Southfield Rd. Southfield, MI 48076
- ----------------------------------------------------------------------------------------
Director
If Ray H. Witt 30333 Southfield Rd. Southfield, MI 48076
different -----------------------------------------------------------------------------
than Director
Officers Robert Herr 30333 Southfield Rd. Southfield, MI 48076
-----------------------------------------------------------------------------
Director
Gary F. Ruff 30333 Southfield Rd. Southfield, MI 48076
- ----------------------------------------------------------------------------------------

If space is insufficient, you may include additional pages. PLEASE DO NOT STAPLE
ADDITIONAL PAGES TO THIS REPORT.

ENCLOSE $15.00 MADE PAYABLE TO THE STATE OF MICHIGAN. THIS REPORT MUST BE FILED
ON OR BEFORE MAY 15

6. SIGNATURE OF AN AUTHORIZED Title Date
OFFICER OR AGENT OF THE
CORPORATION

/s/ Larry D. Schwentor Secretary 5/11/98

Required by Section 911, Act 284, Public Acts of 1972, as amended. Failure to
file this report may result in the dissolution of the corporation.

MAY 14 1998

GOLD SEAL APPEARS ONLY ON ORIGINAL

JUN 21 1999
- -------------------
FILED
JUN 21 1999
- ------------------------------------
Name Administrator

Address 517-663-2525 Ref # 94118 CORP., SECURITIES & LAND DEV. BUREAU
Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
City P.O. Box 266
Eaton Rapids, MI 48827 EFFECTIVE DATE:
- --------------------------------------------------------------------------------
DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read information and instructions on the last page)

1. The present name of the corporation is: CMI - TECH CENTER, INC.

2. The identification number assigned by the Bureau is: 121-978

3. The location of its registered office is:

30333 Southfield Road Southfield 48076
- ---------------------------------------------, Michigan ------------
(Street Address) (City) (ZIP Code)

4. Article I of the Articles of Incorporation is hereby amended to read as
follows:

The name of the corporation is HAYES LEMMERZ INTERNATIONAL - TECHNICAL
CENTER, INC.

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

1. The address of the registered office is 15300 Centennial Drive, Northville,
Michigan 48167.

3. The name of the resident agent at the registered office is Patrick B.
Carey.

GOLD SEAL APPEARS ONLY ON ORIGINAL

5. (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
incorporator(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)

6. (FOR PROFIT CORPORATIONS, AND FOR 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 30th day of April, 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.

Signed this 17th day of June, 1999

By /s/ William D. Shovers
----------------------------------------------------------------------
(Signature of President, Vice-President, Chairperson, Vice-Chairperson)

William D. Shovers Vice-President
-----------------------------------------------------------------------
(Type or Print Name) (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

- ------------------------------------------ JUN 28 1999
517-663-2525 Ref #94366
Attn: Cheryl J. Bixby Administrator
MICHIGAN RUNNER SERVICE CORP., SECURITIES & LAND DEV. BUREAU
P.O. Box 266
Eaton Rapids, MI 48827 EXPIRATION DATE: DECEMBER 31, 2004
- --------------------------------------------------------------------------------
DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE

CERTIFICATE OF ASSUMED NAME
FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
(Please read information and instructions on reverse side)

1. The true name of the corporation, limited partnership, or limited
liability company is:

HAYES LEMMERZ INTERNATIONAL - TECHNICAL CENTER, INC.

2. The identification number assigned by the Bureau is: 121-978

3. The location of the corporation or limited liability company registered
office in Michigan or the office at which the limited partnership
records are maintained is:

15300 Centennial Drive Northville Michigan 48167
----------------------------------------------------------------------
(Street Address) (City) (State) (ZIP Code)

4. The assumed name under which business is to be transacted is:

CMI-TECH CENTER, INC.

COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

Signed this 17th day of JUNE 1999

By /s/ William D. Shovers
-------------------------------------------
(Signature)

William D. Shovers Vice President
----------------------------------------------
(Type or Print Name) (Type or Print Title)

----------------------------------------------
(Limited Partnerships Only-Indicate Name
of General Partner if a corporation
or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL

This document is APR 13 2000
effective on the date
filed, unless a subsequent Administrator
effective date within CORP., SECURITIES & LAND DEV. BUREAU
90 days after received
date is stated in the EXPIRATION DATE:
document. DECEMBER 31, 2005
- ---------------------------------------
Name __________________________________

Ph. 517-663-2525 Ref #02802
Address Attn: Cheryl J. Bixby
MICHIGAN RUNNER SERVICE
City P. O. Box 266
Eaton Rapids, MI 48827
- ---------------------------------------
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 ASSUMED NAME
FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
(Please read information and instructions on reverse side)

1. The name of the corporation, limited partnership, or limited liability
company is:

HAYES LEMMERZ INTERNATIONAL - TECHNICAL CENTER INC.

2. The identification number assigned by the Bureau is: 121978

3. The assumed name under which business is to be transacted is:

CMI-ENGINEERING

4. This document is hereby signed as required by the Act.

COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.

Signed this 3rd day of April, 2000

By /s/ William D. Shovers
--------------------------
(Signature)

William D. Shovers Vice President
--------------------------------------------
(Type or Print Name) (Type or Print Title)

--------------------------------------------
(Limited Partnerships Only-Indicate Name
of General Partner if the General Partner
is a corporation or other entity)

GOLD SEAL APPEARS ONLY ON ORIGINAL

- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
BUREAU OF COMMERCIAL SERVICES
- --------------------------------------------------------------------------------
Date Received (FOR BUREAU USE ONLY)
- ------------------
This document is effective FILED
on the date filed, unless
a subsequent effective date APR 22 2002
within 90 days after received
date is stated in the document. CIS Administrator
BUREAU OF COMMERCIAL
SERVICES

Name Kelly Brushaber
_______________________________________
Address 15300 Centennial Drive
_______________________________________
City State Zip Code EFFECTIVE DATE:
Northville MI 48167

DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.
IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.

1. The name of the corporation or limited liability company is:

Hayes Lemmerz International - Technical Center, Inc.

2. The identification number assigned by the Bureau is: 121-978

3. a. The name of the resident agent on file with the Bureau is: Patrick
B. Carey

b. The location of the registered office on file with the Bureau is:

15300 Centennial Drive, Northville, Michigan 48167
-------------------------------------- ------------
(Street Address) (City) (ZIP Code)

c. The mailing address of the above registered office on file with the
Bureau is:

Same as above , Michigan
---------------------------------------- --------------
(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: Patrick C. Cauley

b. The address of the registered office is:

15300 Centennial Drive, Northville, Michigan 48167
---------------------------------- ----------
(Street Address) (City) (ZIP Code)

c. The mailing address of the registered office IF DIFFERENT THAN 4B
is:

, Michigan
---------------------------------------- --------------
(Street Address or P.O. Box) (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.

6. 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/ Larry Karenko Larry Karenko, Vice President April 9, 2002

GOLD SEAL APPEARS ONLY ON ORIGINAL

EXHIBIT 3.62

BY-LAWS

CMI-TECH CENTER, INC.

A Michigan Corporation

ARTICLE I

SHAREHOLDERS MEETINGS

Section 1. Annual Meeting. The Annual Meeting of the shareholders shall
be held in each year after the expiration of the fiscal year of the Corporation
at such time and place as shall be determined by the Board of Directors, for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.

Section 2. Order of Business. The order of business at the Annual
Meeting of the shareholders shall be as follows:

(a) Roll call;

(b) Reading of notice and proof of mailing;

(d) Election of Directors;

(e) Transaction of other business as follows:

Unfinished business
New business;

(f) Adjournment;

provided that in the absence of any objection, the presiding officer may vary
the order of business at his discretion.

Section 3. Special Meetings. A Special Meeting of the

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shareholders may be called to be held at such time and place as may be
designated by the Chairman of the Board, a majority of the Board of Directors,
or not less than an aggregate of ten percent (10%) of the outstanding shares of
stock of the Corporation having the right to vote at such Special Meeting.

Upon receipt of a notification in writing setting forth the time, place
and purpose of such proposed Special Meeting, signed by the Chairman of the
Board, a majority of the Board of Directors or not less than an aggregate of ten
percent (10%) of the outstanding shares of stock of the Corporation having a
right to vote at such Special Meeting, the secretary of this Corporation shall
prepare, sign and mail the notice requisite to such meeting.

Section 4. Notice of Meetings. Written notice of the time, place and
purposes of every meeting of the shareholders of this Corporation shall be given
either personally or by mail not less than ten (10) nor more than sixty (60)
days before said meeting upon each shareholder of record of the Corporation
entitled to vote at such meeting. Notices shall state the authority pursuant to
which they are issued as, "by order of" the "Chairman of the Board", "Board of
Directors", or "shareholders".

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Section 7. Quorum. At every meeting of the shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum. If less than a quorum shall be present at any
meeting of shareholders, those holders of record of outstanding shares of stock
of the Corporation entitled to vote at such meeting, present in person or
represented by proxy, may adjourn the meeting from time to time without further
notice other than by announcement at the meeting, until a quorum shall have been
obtained, at which time any business may be transacted which might have been
transacted at the meeting as first convened, had there been a quorum.

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of, and to vote at, such meeting, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any stock on the books of the Corporation or
otherwise after any such record date is fixed as aforesaid. Nothing in this
Section shall affect the rights of a shareholder and his transferee or
transferor as between themselves.

(a) Be arranged alphabetically within each class and series, with
the address of and the number of shares held by each
shareholder.

(b) Be produced at the time and place of the meeting.

(d) Be prima facie evidence as to who are the share-holders
entitled to examine the list or to vote at the meeting.

The inspectors shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear

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and determine challenges and questions arising in connection with the right to
vote, count and tabulate votes, ballots or consents, determine the result, and
do such acts as are proper to conduct the election or vote with fairness to all
shareholders. On request of the person presiding at the meeting or a shareholder
entitled to vote thereat, the inspectors shall make and execute a written report
to the person presiding at the meeting of any of the facts found by them and
matters determined by them.

Section 13. Action by Unanimous Written Consent. Any action required or
permitted 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 all the
shareholders entitled to vote thereon consent thereto in writing.

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ARTICLE II

SHAREHOLDER INSPECTION OF BOOKS OF ACCOUNT
AND STOCK BOOKS: REPORTS TO SHAREHOLDERS

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Section 4. Circuit Court. The Corporation recognizes that upon proof
by a shareholder of a proper purpose, a circuit court may compel production for
examination by the shareholder of the books and records of account, minutes, and
record of shareholders of the Corporation, and may allow the shareholder to make
extracts therefrom.

ARTICLE III

CAPITAL STOCK

Section 1. Certificates. Every shareholder of this Corporation shall be
entitled to a certificate of his shares signed by the President or Vice
President and the Secretary or Assistant Secretary, certifying the number and
class of shares represented by such certificate; provided that where such
certificate is signed by a transfer agent acting on behalf of this Corporation,
and by a registrar, the signature of any such President, Vice President,
Secretary or Assistant Secretary may be facsimile.

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or other notice thereof, save as may be otherwise provided by statute.

Section 4. Lien for Stockholders Indebtedness. The Corporation shall
have a lien upon the capital stock of any holder thereof who is indebted to the
Corporation in any way and shall have the right to cancel the holder's right in
such amount of the capital stock as is equivalent to such indebtedness in
payment and satisfaction thereof and the discharge of such lien. Further, the
Corporation shall have the right to not accept any transfer of capital stock by
the holder thereof which will impair the security of its lien for the balance of
the indebtedness then owing by such holder to the Corporation.

ARTICLE IV

BOARD OF DIRECTORS

Section 1. Number and Term of Office. The business, property and
affairs of the Corporation shall be managed by a Board of Directors composed of
one (1) members who need not be shareholders. The number of Directors for the
initial Board of Directors shall be determined by the shareholders, and
thereafter, the number of Directors shall be determined from time to time by
resolution adopted by a majority of the Board. At

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each Annual Meeting of shareholders, the shareholders shall elect Directors to
hold office until the succeeding Annual Meeting. A Director shall hold office
for the term for which he is elected and until his successor is elected and
qualified, or until his resignation or removal. A Director may resign by written
notice to the Corporation. The resignation is effective upon its receipt by the
Corporation or a subsequent time as set forth in the notice of resignation.

Section 4. Regular Meetings. Regular Meetings of the Board of Directors
shall be held at such time and place as the Board of Directors shall from time
to time determine by resolution of the Board of Directors or by Waiver of Notice
and Consent. No notice of Regular Meetings of the Board shall be required.

Section 5. Special Meetings. Special Meeting of the Board of Directors
may be called by the Chairman of the Board or

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Section 7. Purpose. Neither the business to be transacted nor the
purpose of a Regular or Special Meeting need be specified in the notice or
waiver of notice of the meeting.

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acts of the Board or of the committee except that amendment of the By-Laws
requires the vote of not less than a majority of the members of the Board then
in office.

(a) Amend the Articles of Incorporation;

(b) Adopt an agreement of merger or consolidation;

(c) Recommend to shareholders the sale, lease or exchange of all
or substantially all of the Corporation's property and assets;

(d) Recommend to shareholders a dissolution of the Corporation or
a revocation of a dissolution;

(e) Amend the By-Laws of the Corporation;

(f) Fill vacancies in the Board of Directors;

(g) Fix compensation of the Directors for serving on the Board or
on a committee; or

(h) Declare a stock dividend or authorize the issuance of

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stock (unless the resolution appointing the committee
expressly provided that the committee may do so).

Section 15. Compensation. Reasonable compensation of Directors and
officers may be fixed by the Board.

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a deductible expense by the Internal Revenue Service, shall be reimbursed by
such officer or employee to the Corporation to the full extent of such
disallowance. The Directors shall enforce payment of each amount disallowed. In
lieu of payment by the officer or employee, subject to the determination of the
Directors, proportionate amounts may be withheld from his future compensation
payments until the amount owed to the Corporation has been recovered.

ARTICLE V

DIVIDENDS AND RESERVES

Section 1. Sources. The Board of Directors shall have power and
authority to declare dividends from the following sources:

(a) From Earned Surplus (including current earnings);

(b) From Capital Surplus (including from appreciation of the value
of the assets of the Corporation);

Section 2. Manner of Payment. Dividends may be paid in cash, in
property, in obligations of the Corporation, or in shares of the capital stock
of the Corporation.

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ARTICLE VI

TRANSACTIONS WITH THE CORPORATION:

LOANS TO DIRECTORS, OFFICERS OR EMPLOYEES

Section 1. Interested Directors. A contract or other transaction
between the Corporation and one or more of its Directors or officers, or between
the Corporation and a foreign or domestic corporation, firm or association of
any type or kind in which one or more of its directors or officers are directors
or officers, or are otherwise interested, is not void or voidable solely because
of such common directorship, officership or interest, or solely because such
directors are present at the meeting of the Board or committee thereof which
authorizes or approves the contract or transaction, or soley because their votes
are counted for such purpose if any of the following conditions is satisfied:

(a) The contract or other transaction is fair and reasonable to
the Corporation when it is authorized, approved or ratified;

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be expected to benefit the Corporation. The loan, guaranty or assistance may be
with or without interest, and may be unsecured or secured in such manner as the
Board approves, including without limitation, a pledge of shares of stock of the
Corporation. Nothing in this section shall be deemed to deny, limit or restrict
the powers of guaranty or warranty of the Corporation at common law or under any
statute.

ARTICLE VII

OFFICERS

Section 2. President. The President shall be the chief executive
officer of the Corporation. He shall, subject to the control of the Board of
Directors, have general and active management of the business of the
Corporation, with such general powers and duties of supervision and management
as are usually vested in the office of President of a corporation. He shall see
that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to him by
the Board of Directors.

Section 3. Vice Presidents. The Board of Directors may select one or
more Vice Presidents who, subject to the control of the President, shall have
such powers and duties as may be assigned to each of them by the Board of
Directors.

Section 4. Secretary. The Secretary shall be selected by the Board of
Directors. Subject to the control of the Chairman of the Board, he shall attend
all meetings of shareholders and of

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Section 5. Treasurer. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President, he shall have custody of all
corporate funds and securities, and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements. He
shall deposit all moneys, securities and other valuable effects in the name of
the Corporation in such depositories as may be designated for the purpose by the
Board of Directors. He shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Chairman of the Board and the Directors at regular meetings of the
Board and whenever requested by them and to the President, an account of all
his transactions as Treasurer. He shall in general perform all duties incident
to the office of Treasurer, and shall have such additional powers and duties as
may be assigned to him by the Board of Directors.

ARTICLE VIII

EXECUTION OF INSTRUMENTS

Section 2. Other Instruments. The Board of Directors shall have power
to designate the officers and agents who shall

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ARTICLE IX

LIMITATION OF PERSONAL LIABILITY OF DIRECTORS

AND

INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS

Section 1. Limitation of Personal Liability of Directors. A director of
the Corporation shall not be personally liable to the Corporation or its
shareholders for monetary damages for a breach of the director's fiduciary duty.
However, this by-law provision does not eliminate or limit the liability of a
director for any of the following:

(i) A breach of the director's duty of loyalty to the Corporation
or its shareholders.

(ii) Acts or omissions not in good faith or that involve
intentional misconduct or knowing violation of the law.

(iii) A violation of Section 551(1) of the Michigan Business
Corporation Act.

(iv) A transaction from which the director derived an improper
personal benefit.

(v) An act or omission occurring before March 1, 1987.

[So that the reader may understand the above
reference to Section 551(1) of the Michigan Business
Corporation Act, it is

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