EXHIBIT 3.65
APPROVED
AND
FILED
JUN 30 1977
/s/ [ILLEGIBLE]
---------------
SECRETARY OF
STATE OF INDIANA
ARTICLES OF INCORPORATION
OF
WABASH CAST ALUMINUM INC.
The undersigned incorporator desiring to form a corporation
(hereinafter referred to as the "Corporation") pursuant to the provisions of The
Indiana General Corporation Act, as amended (hereinafter referred to as the
"Act"), executes the following Articles of Incorporation.
ARTICLE I
Name
The name of the Corporation is Wabash Cast Aluminum Inc.
ARTICLE II
Purposes and Powers
Section 1. Purposes. The purposes for which the Corporation is
formed are:
a. To engage in the business and operation of an aluminum
foundary.
b. In general, to transact any and all lawful business for which
corporations may be incorporated under the Act.
Section 2. Powers. Subject to any limitation or restriction
imposed by the Act, any other law, or any provisions of these Articles of
Incorporation, the Corporation shall have the power:
a. To do everything, necessary, advisable or convenient for the
accomplishment of any of the purposes hereinbefore set forth, or which shall at
any time appear conducive to or expedient for the protection or benefit of the
Corporation, and to do all other things incidental thereto or connected
therewith which are not forbidden by law;
b. To carry out the purposes hereinbefore set forth in any state,
territory, district or possession of the
United States, or in any foreign country, to the extent that such purposes are
not forbidden by the law of any such state, territory, district or possession of
the United States or by any such foreign country; and
c. To have, exercise and enjoy in furtherance of the purposes
hereinbefore set forth all the general rights, privileges and powers granted to
corporations by the Act, as now or hereafter amended, and by the common law.
ARTICLE III
Terms of Existence
The Corporation shall have perpetual existence.
ARTICLE IV
Principal Office and Resident Agent
The post office address of the principal office of the Corporation is
28240 Grand River, Farmington, Michigan, 48024. The name and post office address
of its Resident Agent are Berkley W. Duck, III, 10th Floor, 111 Monument Circle,
Indianapolis, Indiana, 46204.
ARTICLE V
Number of Shares
The total number of shares which the Corporation shall have authority
to issue is one thousand (1,000) shares with a par value of One Dollar ($1.00)
per share, and no shares without par value.
ARTICLE VI
Terms of Shares
Section 1. Classes. There shall be one (1) class of shares of
the Corporation which shall be common shares.
Section 2. Relative Rights. All shares of the Corporation shall
have the same rights, preferences, limitations and restrictions.
- 2 -
ARTICLE VII
Voting Rights of Shares
Each shareholder of the Corporation shall be entitled to one (1) vote
for each share standing in his name on the books of the Corporation on each
matter submitted to a vote at any meeting of the shareholders.
ARTICLE VIII
Initial Stated Capital
The amount of initial stated capital of the Corporation shall be One
Thousand Dollars ($1,000.00). The Corporation will not commence business until
consideration of the value of One Thousand Dollars ($1,000.00) has been received
for the issuance of shares.
ARTICLE IX
Data Respecting Directors
Section 1. Number. The initial board of directors shall be
composed of three (3) members. Except as to the number constituting the initial
board of directors, which shall not be less than three (3) the by-laws of the
Corporation may specify from time to time the exact number of directors of the
Corporation. Whenever the by-laws do not specify the exact number, the number of
directors of the Corporation shall be three (3).
Section 2. Qualification. Directors need not be shareholders of
the Corporation, but shall have such other qualifications as the by-laws
prescribe.
ARTICLE X
Initial Board of Directors
The names and post office addresses of the initial board of directors
of the Corporation are:
Number and Street
Name or Building City State Zip Code
---- ----------------- ---- ----- --------
Ray H. Witt 28240 Grand River Farmington Michigan 48024
James B. Kenny 28240 Grand River Farmington Michigan 48024
W. Frank Suit 28240 Grand River Farmington Michigan 48024
- 3 -
ARTICLE XI
Incorporator
The name and post office address of the incorporator of the Corporation
are:
Number and Street
Name or Building City State Zip Code
---- ----------------- ---- ----- --------
Berkley W. 10th Floor,
Duck, III 111 Monument Circle Indianapolis Indiana 46204
ARTICLE XII
Provisions for Regulation of Business and
Conduct of Affairs of Corporation
Section 1. Issuance of Shares. Any shares of the Corporation
which are unissued, or which have been issued and thereafter reacquired by the
Corporation, may be from time to time issued upon such terms and conditions, for
such consideration, and to such persons, corporations or other legal entities as
the board of directors may determine and order, without authorization or
approval of the shareholders of the Corporation. Shares having a par value may
be sold at less than their par value.
Section 2. Place of Meetings. Meetings of the shareholders and
meetings of the board of directors of the Corporation shall be held at such
place, either within or without the State of Indiana, as shall be specified in
the respective calls, notices or waivers of notice of such meetings given in
accordance with the by-laws of the Corporation.
Section 3. Interest of Directors in Contracts. Any contract or
other transaction between the Corporation and one or more of its directors, or
between the Corporation and any firm of which one or more of its directors are
directors, officers or employees, or in which they are financially interested,
or between the Corporation and any corporation or association of which one or
more of its directors are shareholders, members, directors, officers or
employees, or in which they are financially interested, shall be valid for all
purposes, notwithstanding the presence of such director or directors at the
meeting of the board of directors of the Corporation (or a committee thereof)
which acts upon or in reference to such contract or transaction, and
notwithstanding his or their participation in such action, if the fact
- 4 -
of such interest shall be fully disclosed or known to the board of directors and
the board shall nevertheless authorize, approve or ratify such contract or
transaction by a vote of a majority of the directors present. The above
provisions shall not be construed to invalidate any contract or other
transactions which would otherwise be valid under the common and statutory law
applicable thereto.
Section 4. Indemnification of Directors, Officers and Employees.
The Corporation shall indemnify any director, officer or employee, or former
director, officer or employee of the Corporation, against expenses actually and
reasonably incurred by him (and not covered by insurance) in connection with the
defense of an action, suit or proceeding (unless such action, suit or proceeding
is settled) in which he is made or threatened to be made a party by reason of
being or having been such director, officer or employee, except in relation to
matters as to which he shall be adjudged in such action, suit or proceeding, to
be liable for negligence or misconduct in the performance of his duties to the
Corporation or shareholders. The Corporation may also reimburse any director,
officer or employee, or former director, officer or employee, for the reasonable
costs of settlement of any such action, suit or proceeding, if it shall be found
by a majority of the directors not involved in the matter in controversy
(whether or not a quorum) that it was to the interest of the Corporation that
such settlement be made and that such director, officer, or employee was not
guilty of negligence or misconduct. Such rights of indemnification and
reimbursement shall not be exclusive of any other rights to which such director,
officer or employee may be entitled under any by-law, agreement, vote of
shareholders or otherwise.
Section 5. Powers of Board of Directors. Subject to any
limitation or restriction imposed by law or by these Articles of Incorporation,
the board of directors of the Corporation is hereby authorized to exercise, in
furtherance of the purposes of the Corporation, all the powers of the
Corporation without authorization or approval of the shareholders of the
Corporation.
Section 6. Purchases of Shares of the Corporation. The
Corporation shall have the right and power, exercisable by authorization and
approval of the board of directors, to purchase, take, receive or otherwise
acquire its own shares to the extent of unreserved and unrestricted capital
surplus available therefor and without authorization or approval of the
shareholders of the Corporation.
- 5 -
Section 7. Distributions Out of Capital Surplus. The board of
directors may, from time to time, distribute to its shareholders out of capital
surplus of the Corporation a portion of its assets, in cash or property, without
authorization or approval of the shareholders of the Corporation but subject to
such limitations as may be imposed by law.
IN WITNESS WHEREOF, the undersigned incorporator designated in Article
XI, has executed these Articles of Incorporation and certifies to the truth of
the facts herein stated, this 30 day of June, 1977.
/s/ [ILLEGIBLE]
-----------------------------------
- 6 -
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
The undersigned,, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certifies that
Berkley W. Duck, III the incorporator referred to in Article XI of the foregoing
Articles of Incorporation, personally appeared before me, acknowledged the
execution thereof, and swore to the truth of the facts therein stated.
WITNESS, my hand and Notarial Seal this 30 day of June, 1977.
/s/ [ILLEGIBLE]
-----------------------------------
Notary Public
(SEAL)
My Commission Expires:
11-17-77
This instrument prepared by Berkley W. Duck, III, Ice Miller Donadio & Ryan,
10th Floor, 111 Monument Circle, Indianapolis, Indiana 46204.
State Form 37020
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE JUN 13 1983
MICROFILMED
CERTIFICATE OF AMENDMENT
OF
WABASH CAST ALUMINUM, INC.
I, EDWIN J. SIMCOX, Secretary of State of Indiana, hereby certify that
Articles of Amendment for the above Corporation have been filed in the form
prescribed by my office, prepared and signed in duplicate in accordance with
Chapter Four of the Indiana General Corporation Act (IC 23-1-4). THE NAME OF THE
CORPORATION IS AMENDED AS FOLLOWS:
CMI-WABASH CAST, INC.
NOW, THEREFORE, upon due examination, I find that the Articles of
Amendment conform to law, and have endorsed my approval upon the duplicate
copies of such Articles; that all fees have been paid as required by law; that
one copy of such Articles has been filed in my office; and that the remaining
copy of such Articles bearing the endorsement of my approval and filing has been
returned by me to the Corporation.
[SEAL] In Witness Whereof, I have hereunto set my hand
and affixed the seal of the State of Indiana, at
the City of Indianapolis, this 1st day of JUNE,
1983
_______________________________________________
EDWIN J. SIMCOX, Secretary of State
By ____________________________________________
Deputy
NOTE: This form may now also be used for amending pursuant to the Medical
Professional Corporation Act, the Dental Professional Corporation Act, and the
Professional Corporation Act of 1965, as well as the General Corporation Act. If
the corporation was formed pursuant to the authority of one of these statutes
other than the General Corporation Act, so indicate in the preamble below by
striking the references to the three inappropriate statutes. Professional
Accounting Corporations are considered to be formed pursuant to the authority of
the Indiana General Corporation Act, but subject to the provisions of IC
23-1-13.5, and appropriate statutory reference should be made in the preamble or
Article I below.
APPROVED
AND
FILED
MAY 31 1983
/s/ Edwin J. Simcox
SECRETARY OF STATE OF INDIANA
State Form 38333
Corporate Form No. 102 (Oct. 1979) -- Page One
ARTICLES OF AMENDMENT (Amending Individual Articles Only)
Prescribed by Edwin J. Simcox, Secretary of State of Indiana
Use Size 8 1/2 x 11 White Paper for Inserts
Filing Requirements--Present 2 originally signed and fully executed copies to
Secretary of State, Room 155, State House, Indianapolis 46204
Recording Requirements--Recording of Articles of Amendment in the Office of the
County Recorder is generally no longer required by the Indiana General
Corporation Act. However, if the name of the corporation is changed by this
amendment, a certified copy of the Certificate of Amendment must be filed
with the Recorder of every county in which the corporation owns real estate.
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
WABASH CAST ALUMINUM, INC.
The undersigned officers of WABASH CAST ALUMINUM, INC. (hereinafter
referred to as the "Corporation") existing pursuant to the provisions of the
Indiana General Corporation Act (Medical Professional Corporation Act/Dental
Professional Corporation Act/Professional Corporation Act of 1965), as amended
(hereinafter referred to as the "Act"), desiring to give notice of corporate
action effectuating amendment of certain provisions of its Articles of
Incorporation, certify the following facts:
ARTICLE I
TEXT OF THE AMENDMENT
The exact text of Article(s) I of the Articles of Incorporation of the
Corporation, as amended (hereinafter referred to as the "Amendments"), now is
as follows:
The name of the corporation is CMI-Wabash Cast, Inc.
Corporate Form No. 102 (Oct. 1979) -- Page Two
ARTICLE II
MANNER OF ADOPTION AND VOTE
Section 1. Action by Directors (select appropriate paragraph).
By written consent executed on April 5, 1983, signed by all of the
members of the Board of Directors of the Corporation, a resolution was adopted
proposing to the Shareholders of the Corporation entitled to vote in respect of
the Amendments, that the provisions and terms of Articles of its Articles of
Incorporation be amended so as to read as set forth in the Amendments, and a
meeting of such shareholders was called to be held April 5, 1983, to adopt or
reject the Amendments, unless the same were so approved prior to such date by
unanimous written consent.
Section 2. Action by Shareholders (select appropriate paragraph).
Corporate Form No. 102 (Oct. 1979) -- Page Three
By written consent executed on April 5, 1983, signed by the holders
of all shares of the Corporation, being all of the shares of the Corporation
entitled to vote in respect of the Amendments, the Shareholders adopted the
Amendments.
Section 3. Compliance with Lagal Requirements.
The manner of the adoption of the Amendments, and the vote by which
they were adopted, constitute full legal compliance with the provisions of the
Act, the Articles of Incorporation, and the By-Laws of the Corporation.
ARTICLE III
STATEMENT OF CHANGES MADE WITH RESPECT TO ANY INCREASE
IN THE NUMBER OF SHARES HERETOFORE AUTHORIZED
Aggregate Number of Shares
Previously Authorized _____________
Increase (indicate "0" or "N/A" if no increase) N/A
Aggregate Number of Shares
To Be Authorized After Effect of This Amendment ____________
Corporate Form No. 102 (Oct. 1979) -- Page Four
IN WITNESS WHEREOF, the undersigned officers execute these Articles of
Amendment of the Articles of Incorporation of the Corporation, and certify to
the truth of the facts herein stated, this 6th day of April, 1983.
/s/ Ray H. Witt /s/ W. Frank Suit
- -------------------------- --------------------------
(Written Signature) (Written Signature)
Ray H. Witt W. Frank Suit
- -------------------------- --------------------------
(Printed Signature) (Printed Signature)
President Secretary
STATE OF MICHIGAN }
} SS:
COUNTY OF Oakland }
I, the undersigned, a Notary Public duly commissioned to take
acknowledgements and administer oaths in the State of Michigan certify that Ray
H. Witt, the _____________ President, and W. Frank, the ______________ Secretary
of the Corporation, the officers executing the foregoing Articles of Amendment
of the Articles of Incorporation, personally appeared before me, acknowledged
the execution thereof, and swore or attested to the truth of the facts therein
stated.
Witness my hand and Notarial Seal this 6th day of APRIL, 1983.
/s/ David L. Tennent
--------------------------
(Written Signature)
David L. Tennent
--------------------------
(Printed Signature)
NOTARY PUBLIC
My Commission Expires: My County of Residence is:
August 12, 1985 Oakland County, Michigan
This instrument was prepared by R. P. Fisher, Attorney at Law,
------------
(Name)
40 West Hill St. Wabash IN 46992
- ----------------------------------------------------------------------
(Number and Street or Building) (City) (State) (Zip Code)
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
ARTICLES OF AMENDMENT
To Whom These Presents Come, Greeting:
WHEREAS, there has been presented to me at this office, Articles of Amendment
for:
CMI-WABASH CAST INC
and said Articles of Amendment have been prepared and signed in accordance with
the provisions of the
Indiana Business Corporation Law,
as amended.
NOW, THEREFORE, I, EVAN BAYH, Secretary of State of Indiana, hereby certify
that I have this day filed said articles in this office.
The effective date of these Articles of Amendment is October 17, 1988.
In Witness Whereof, I have hereunto set my
hand and affixed the seal of the State of
Indiana, at the City of Indianapolis, this
Seventeenth day of October, 1988
____________________________________________
[SEAL] EVAN BAYH, Secretary of State
By _________________________________________
Deputy
APPROVED
AND
FILED
/s/ Evan Bayh
SECRETARY OF STATE OF INDIANA
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
CMI-WABASH CAST, INC.
The above corporation (hereinafter referred to as the "Corporation")
existing pursuant to the Indiana Business Corporation Law, desiring to give
notice of corporate action effectuating amendment of certain provisions of its
Articles of Incorporation, sets forth the following facts:
ARTICLE I
AMENDMENT(S)
Section 1: The name of the Corporation following this amendment is:
CMI-Wabash Cast, Inc.
Section 2: The exact text of Article XII of the Articles of
Incorporation is now as follows:
Section 1. Issuance of Shares. Any shares of the Corporation which are
unissued, or which have been issued and thereafter reacquired by the
Corporation, may be from time to time issued upon such terms and conditions, for
such consideration, and to such persons, corporations or other legal entities as
the board of directors may determine and order, without authorization or
approval of the shareholders of the Corporation. Shares having a par value may
be sold at less than their par value.
Section 2. Place of Meetings. Meetings of the shareholders and meetings
of the board of directors of the Corporation shall be held at such place, either
within or without the State of Indiana, as shall be specified in the respective
calls, notices or waivers of notice of such meetings given in accordance with
the by-laws of the Corporation.
Section 3. Interest of Directors in Contracts. Any contract or other
transaction between the Corporation and one or more of its directors, or between
the Corporation and any firm of which one or more of its directors are
directors, officers or employees, or in which they are financially interested,
or between the Corporation and any corporation or association of which one or
more of its directors are shareholders, members, directors, officers or
employees, or in which they are financially interested, shall be valid for all
purposes, notwithstanding the presence of such director or directors at the
meeting of the board of directors of the Corporation (or a committee thereof)
which acts upon or in reference to such contract or transaction, and
notwithstanding his or their participation in such action, if the fact of such
interest shall be fully disclosed or known to the board of directors and the
board shall nevertheless authorize, approve or ratify such contract or
transaction by a vote of a majority of the directors present. The above
provisions shall not be construed to invalidate any contract or other
transactions which would otherwise be valid under the common and statutory law
applicable thereto.
Section 4. Indemnification of Directors, Officers and Employees.
a. The Corporation shall indemnify any director, officer, or
employee, or former director, officer or employee of the Corporation, against
expenses actually and reasonably incurred by him (and not covered by insurance)
in connection with the defense of an action, suit or proceeding (unless such
action, suit or proceeding is settled) in which he is made or threatened to be
made a party by reason of being or having been such director, officer or
employee, except in relation to matters as to which he shall be adjudged in such
action, suit or proceeding, to be liable for recklessness or willful misconduct
in the performance of his duties to the Corporation or shareholders. The
Corporation may also reimburse any director, officer or employee, or former
director, officer or employee, for the reasonable costs of settlement of any
such action, suit or proceeding, if it shall be found by a majority of the
directors not involved in the matter in controversy (whether or not a quorum)
that it was to the interest of the Corporation that such settlement be made and
that such director, officer, or employee was not guilty of recklessness or
willful misconduct. Such rights or indemnification and reimbursement shall not
be exclusive or any other rights to which such director, officer or employee may
be entitled under any by-law, agreement, vote of shareholders or otherwise.
b. A director of the Corporation shall not be personally liable
to the Corporation or its shareholders for monetary damages for a breach of the
director's fiduciary duty. However, this provision does not eliminate or limit
the liability of a director for any of the following reasons:
(i) A breach of the director's duty of loyalty to the
Corporation or its Shareholders.
(ii) Acts or omissions not in good faith or that involve
intentional misconduct or knowing violation of the law.
(iii) A violation of I.C. 23-1-35.
(iv) A transaction from which the director derived an
improper personal benefit.
(v) An act or omission occurring before the filing of
this certificate of amendment.
Section 5. Powers of Board of Directors. Subject to any limitation or
restriction imposed by law or by theses Articles of Incorporation, the board of
directors of the Corporation is hereby authorized to exercise, in futherance of
the purposes of the Corporation, all the powers of the Corporation without
authorization or approval of the shareholders of the Corporation.
Section 6. Purchase of Shares of the Corporation. The Corporation shall
have the right and power, exercisable by authorization and approval of the board
of directors, to purchase, take, receive or otherwise acquire its own shares to
the extent of unreserved or unrestricted capital surplus available therefor and
without authorization or approval of the shareholders of the Corporation.
Section 7. Distributions Out of Capital Surplus. The board of directors
may, from time to time, distribute to its shareholders out of capital surplus of
the Corporation a portion of its assets, in cash or property, without
authorization or approval of the shareholders of the Corporation but subject to
such limitations as may be imposed by law.
Section 3: The date of each amendment's adoption is: Immediately upon filing
with the Secretary of State.
ARTICLE II
MANNER OF ADOPTION
Section 1: Vote of Shareholders
The designation, number of outstanding shares, number of votes entitled
to be cast by each voting group entitled to vote separately on the
amendment and the number of votes of each voting group represented at
the meeting is set forth below:
Total Common Capital
Designation of Each Voting Group 1,000
Number of Outstanding Shares 1,000
Number of Votes Entitled to be Cast 1,000
Number of Votes Represented at Meeting 1,000
Shares Voted in Favor 1,000
Shares Voted Against 0
CMI-WABASH CAST, INC.
By: /s/ Ray H. Witt
--------------------------------
Ray H. Witt
Its: President
Restat
Articles of Amendment
mcc
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
ARTICLES OF AMENDMENT
To When These Presents Come, Greeting:
WHEREAS, there has been presented to me at this office, Articles of Amendment
for:
CMI-WABASH CAST INC
and said Articles of Amendment have been prepared and signed in accordance with
the provisions of the Indiana Business Corporation Law, as amended.
The name of the corporation is amended as follows:
HAYES LEMMERZ INTERNATIONAL-WABASH, INC.
NOW, THEREFORE, I, SUE ANNE GILROY, Secretary of State of Indiana, hereby
certify that I have this day filed said articles in this office.
The effective date of these Articles of Amendment is June 22, 1999.
In Witness Whereof, I have hereunto set my
hand and affixed the seal at the
State of Indiana, at the City of
Indianapolis, this Twenty-second day of
June, 1999.
SUE ANNE GILROY
SECRETARY OF STATE
ARTICLES OF AMENDMENT OF THE CORPORATIONS DIVISION
[SEAL] ARTICLES OF INCORPORATION 302 W. Washington St., Rm. E018
State Form 38333 (R8 / 12-96) Indianapolis, IN 46204
Approved State Board of Accounts 1995 Telephone: (317) 232-6576
INSTRUCTIONS: Use 8 1/2" x 11" white paper for inserts. Indiana Code 23-1-38-1 et seq.
Present original and two copies to address in upper right hand corner of this
Please TYPE or PRINT. FILING FEE: $30.00
- --------------------------------------------------------------------------------
ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:
- --------------------------------------------------------------------------------
Name of Corporation Date of Incorporation
CMI - WABASH CAST, INC. June 30, 1977
- --------------------------------------------------------------------------------
The undersigned officers of the above referenced Corporation (hereinafter
referred to as the "Corporation") existing pursuant to the provisions of:
(indicate appropriate act)
[X] Indiana Business Corporation Law [ ] Indiana Professional
Corporation Act of 1983
as amended (hereinafter referred to as the "Act"), desiring to give notice of
corporate action effectuating amendment of certain provisions of its Articles
of Incorporation, certify the following facts:
ARTICLE I AMENDMENT(S)
The exact text of Article(s) I of the Articles
(NOTE: If amending the name of corporation, write Article "I" in space
above and write "The name of the Corporation is ______________,"
below.)
The name of the Corporation is HAYES LEMMERZ INTERNATIONAL - WABASH, INC.
The exact text for Article IV of the Articles:
The post office address of the principle office of the Corporation is 15300
Centennial Drive, Northville, Michigan 48167. The name and post office
address of its Resident Agent are CT Corporation System, One North Capital
Avenue, Indianapolis, Indiana 46204.
ARTICLE II
Date of each amendment's adoption:
April 30, 1999
(continued on the reverse side)
- --------------------------------------------------------------------------------
ARTICLE III MANNER OF ADOPTION AND VOTE
- --------------------------------------------------------------------------------
Mark applicable section: NOTE - Only in limited situations does Indiana law
permit an Amendment without shareholder approval. Because a name change
requires shareholder approval, Section 2 must be marked and either A or B
completed.
[ ] SECTION 1 This amendment was adopted by the Board of Directors or
incorporators and shareholder action was not required.
[X] SECTION 2 The shareholders of the Corporation entitled to vote in respect
to the amendment adopted the proposed amendment. The amendment was
adopted by: (Shareholder approval may be by either A or B.)
A Vote of such shareholders during a meeting called by the Board
of Directors. The result of such vote is as follows:
-------------------------------------------------------
Shares entitled to vote.
-------------------------------------------------------
Number of shares represented at the meeting.
-------------------------------------------------------
Shares voted in favor.
-------------------------------------------------------
Shares voted against.
-------------------------------------------------------
B. Unanimous written consent executed on April 30, 1999 and signed
by all shareholders to vote.
ARTICLE IV COMPLIANCE WITH LEGAL REQUIREMENTS
The manner of the adoption of the Articles of Amendment and the vote by
which they were adopted constitute full legal compliance with the provisions
of the Act, the Articles of Incorporation, and the By-Laws of the
Corporation.
I hereby verify, subject to the penalties of perjury, that the statements
contained herein are true, this 17th day of June, 1999.
- --------------------------------------------------------------------------------
Signature of current officer or Printed name of officer or
chairman of the board chairman of the board
/s/ William D. Shovers William D. Shovers
- --------------------------------------------------------------------------------
Signature's title
Vice President
APPROVED
AND
FILED
/s/ SUE ANNE GILROY
IND. SECRETARY OF STATE
[SEAL] SUE ANNE GILROY
CERTIFICATE OF ASSUMED BUSINESS NAME SECRETARY OF STATE
(ALL CORPORATIONS) CORPORATIONS DIVISION
State Form 30353 (R8 / 9-97) 302 W. Washington St., Rm. E018
State Board of Accounts Approved 1995 Indianapolis, IN 46204
Telephone: (317) 232-6576
INSTRUCTIONS:
1. This certificate must also be recorded in the office of County Recorder of
each county in which a place of business or office is located.
2. FEES ARE PER ASSUMED NAME. Please make check or money order payable to:
Indiana Secretary of State.
Please TYPE or PRINT.
Indiana Code 23-15-1-11, et seq.
FILING FEES PER CERTIFICATE:
For-Profit Corporation, Limited Liability
Company, Limited Partnership $ 30.00
Not-For-Profit Corporation $ 26.00
Certificate - Additional $ 15.00
1. Name of Corporation, LLC or LP 2. Date of incorporation/admission
HAYES LEMMERZ INTERNATIONAL - WABASH,INC. June 30, 1977
3. Address at which the Corporation, LLC, LP will do business or have an office
in Indiana. If no office in Indiana, then state current registered address
(street address)
One North Capitol Avenue
City, state and ZIP code
Indianapolis, IN 46204
4. Assumed business name(s) ($30.00 per name)
CMI - WABASH CAST, INC.
5. Principal office address of the Corporation, LLC, LP (street address)
15300 Centennial Drive
City, state and ZIP code
Northville, Michigan 48167
6. Signature 7. Printed name
William D. Shovers, Vice President
/s/ William D. Shovers
----------------------
STATE OF MICHIGAN
SS:
COUNTY OF WAYNE
Subscribed and sworn or attested to before me, this 17th day of June, 1999
________________________________________________________________________________
Notary Public
/s/ Patricia M. Cecchini
- --------------------------------------------------------------------------------
My Notarial Commission Expires: My County of Residence is:
This instrument was prepared by:
Patrick B. Carey, Assistant Secretary
PATRICIA M. CECCHINI, Notary Public
Oakland County, Michigan
My Commission Expires 4-2-2003
APPROVED
AND
FILED
IND. SECRETARY OF STATE
[SEAL] SUE ANNE GILROY
CERTIFICATE OF ASSUMED BUSINESS NAME SECRETARY OF STATE
(ALL CORPORATIONS) CORPORATIONS DIVISION
State Form 30353 (R8 / 9-97) 302 W. Washington St. Rm. EO18
State Board of Accounts Approved 1995 Indianapolis IN 46204
Telephone: (317) 232-6576
INSTRUCTIONS:
1. This certificate must also be recorded in the office of County Recorder of
each county in which a place of business or office is located.
2. FEES ARE PER ASSUMED NAME. Please make check or money order payable to:
Indiana Secretary of State.
Please TYPE or PRINT.
Indiana Code 23-15-1-1-1, et seq.
FILING FEES PER CERTIFICATE:
For-Profit Corporation, Limited Liability
Company, Limited Partnership $ 30.00
Not-For-Profit Corporation $ 26.00
Certificate - Additional $ 15.00
1. Name of Corporation, LLC or LP 2. Date of incorporation/admission
HAYES LEMMERZ INTERNATIONAL - WABASH, INC. June 30,1977
3. Address at which the Corporation, LLC, LP will do business or have an office
in Indiana. If no office in Indiana, then state current registered address
(street address)
One North Capitol Avenue
City, state and ZIP code
Indianapolis, IN 46204
4. Assumed business name(s) ($30.00 per name)
CMI - WABASH CAST, INC.
5. Principal office address of the Corporation, LLC, LP (street address)
15300 Centennial Drive
City, state and ZIP code
Northville, Michigan 48167
6. Signature 7. Printed name
William D. Shovers, Vice President
/s/ William D. Shovers
-----------------------
STATE OF MICHIGAN
SS:
COUNTY OF WAYNE
Subscribed and sworn or attested to before me, this 17th day of June, 1999
________________________________________________________________________________
Notary Public
/s/ Patricia M. Cecchini
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My Notarial Commission Expires: My County of Residence is:
This instrument was prepared by:
Patrick B. Carey, Assistant Secretary
PATRICIA M. CECCHINI, Notary Public
Oakland County, Michigan
My Commission Expires 4-2-2003