EXHIBIT 3.27
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:45 PM 03/11/1993
733070032 - 2328728
CERTIFICATE OF INCORPORATION
OF
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
OF
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