EXHIBIT 3.59
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MICHIGAN DEPARTMENT OF COMMERCE-CORPORATION AND SECURITIES BUREAU
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Date Received Adjusted per telephone (FOR BUREAU USE ONLY)
JAN 20 1994 authorization from
David Tennent.
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FILED
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Name JAN 27 1994
David L. Tennent
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Address MICHIGAN DEPARTMENT OF COMMERCE
801 W. Big Beaver Rd, Ste. 500 Corporation & Securities Bureau
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City State ZIP Code
Troy MI 48084 EFFECTIVE DATE:
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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-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
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(STREET ADDRESS) (CITY) (ZIP CODE)
2. The mailing address of the current registered office if different than above:
Michigan
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(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.)
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SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF
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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-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.
(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
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.
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FOR BUREAU USE ONLY
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028988 THE OFFICE IS LOCATED AT: RETURN TO:
6546 MERCANTILE WAY MICHIGAN DEPARTMENT
IDENTIFICATION NUMBER LANSING MI 48910 OF CONSUMER AND
(517) 334-6300 INDUSTRY SERVICES
CORPORATION,
SECURITIES AND LAND
DEVELOPMENT BUREAU
P.O. BOX 30057
LANSING MI 48909-7557
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Corporate Name and Mailing Address
CMI-SOUTHFIELD, INC.
30333 SOUTHFIELD RD.
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 RD. 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. Mailling address of registered office if 2. Resident Agent if different
different that preprinted information above than 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 D. 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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than Director
Officers Robert Herr 30333 Southfield Rd. Southfield, MI 48076
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Director
Gary F. Ruff 30333 Southfield Rd. Southfield, MI 48076
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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.
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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
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6. Signature of an authorized officer Title Date
or agent of the corporation
/s/ [ILLEGIBLE] Secretary 5/11/98
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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
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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
- ------------------------------------ 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)
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-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
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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 - 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
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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
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
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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
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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)
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-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
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(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
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(Signature)
William D. Shovers Vice President
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(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
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MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
BUREAU OF COMMERCIAL SERVICES
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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
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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 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 - 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
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(Street Address) (City) (ZIP Code)
c. The mailing address of the above registered office on file with the Bureau
is:
Same as above , Michigan __________________
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(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
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(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
Larry Karenko, Vice President April 9, 2002
GOLD SEAL APPEARS ONLY ON ORIGINAL