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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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.
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(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
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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
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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
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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
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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
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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