EXHIBIT 3.51
ARTICLES OF INCORPORATION
OF
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.
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 a related
corporation.
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