EXHIBIT 3.45
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MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
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Date Received
JAN 20 1994 Adjusted per telephone (FOR BUREAU USE ONLY)
authorization from
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David Tennent. FILED
JAN 27 1994
Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau
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Name
David L. Tennent
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Address
801 W. Big Beaver Rd, Ste. 500
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City State ZIP Code
Troy MI 48084
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- - 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
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(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
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(SIGNATURE)
Richard A. Nawrocki Vice President
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(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
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MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
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Date Received (FOR BUREAU USE ONLY)
OCT 07 1996
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FILED
OCT 08 1996
Administrator
MI DEPT. OF CONSUMER & INDUSTRY SERVICES
CORPORATION SECURITIES & LAND DEVELOPMENT BUREAU
EXPIRATION DATE: DECEMBER 31, 2001
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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
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(Signature)
Larry D. Schwentor Corporate Secretary
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(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
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Corporate Name and Mailing Address
CMI-PRECISION MOLD, INC.
30333 SOUTHFIELD
SOUTHFIELD MI 48076
FILED BY DEPARTMENT JUN 30 1998
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Registered Office Address in Michigan - NO., STREET, CITY, ZIP Resident Agent
30333 SOUTHFIELD RAY H. WITT
SOUTHFIELD 48076
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IF THERE ARE CHANGES FROM YOUR PREVIOUS FILING, YOU MUST COMPLETE ITEMS 1
THROUGH 6.
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1. Mailing address of registered 2. Resident Agent if different
office if different that preprinted than above
information above Richard A. Nawrocki
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3. Address of registered office if different than preprinted information above -
NO., STREET, CITY, ZIP
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4. Describe the general nature and kind of business in which the corporation is
engaged:
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5. NAME BUSINESS OR RESIDENCE ADDRESS
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President
Richard A. Nawrocki 30333 Southfield Rd. Southfield, MI 48076
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Vice President
if Robert Fiolek 30333 Southfield Rd. Southfield, MI 48076
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than Secretary
President Larry Schwentor 30333 Southfield, Rd. Southfield, MI 48076
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Treasurer
& Vice President Renee Weinman 30333 Southfield Rd. Southfield, MI 48076
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Director
if Ray H. Witt 30333 Southfield Rd. Southfield, MI 48076
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them Director
Office Robert Herr 30333 Southfield Rd. Southfield, MI 48076
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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 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)
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MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
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Date Received (FOR BUREAU USE ONLY)
JUN 21 1999
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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:
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- - 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 - 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
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(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]
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(Signature of President, Vice-President, Chairperson, Vice-Chairperson)
William D. Shovers Vice-President
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(Type or Print Name) (Type or Print Title)
GOLD SEAL APPEARS ONLY ON ORIGINAL
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MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
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Date Received (FOR BUREAU USE ONLY)
JUN 28 1999
FILED
JUN 28 1999
Administrator
CORP. SECURITIES & LAND DEV. BUREAU
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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
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- - 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)
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, 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
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(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
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(Type or Print Name) (Type or Print Title)
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[ILLEGIBLE]
GOLD SEAL APPEARS ONLY ON ORIGINAL
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MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
BUREAU OF COMMERCIAL SERVICES, CORPORATION DIVISION
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Date Received (FOR BUREAU USE ONLY)
SEP 27 2001
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FILED
OCT 01 2001
Administrator
MI DEPT. OF CONSUMER & INDUSTRY SERVICES
BUREAU OF COMMERCIAL SERVICES
EXPIRATION DATE: DECEMBER 31, 2006
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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 the registered
office are:
HAYES LEMMERZ INTERNATIONAL - BRISTOL, INC.
PATRICK B CAREY
15300 CENTENNIAL DR
NORTHVILLE MI 48167
169300
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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
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MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
BUREAU OF COMMERCIAL SERVICES
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Date Received (FOR BUREAU USE ONLY)
4/9/02
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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
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Address
15300 Centennial Drive
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City State ZIP Code
Northville MI 48167 EFFECTIVE DATE:
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- - 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