EXHIBIT 3.75
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/1997
971021137 - 2708859
CERTIFICATE OF INCORPORATION
OF
HAYES WHEELS AFTERMARKET, INC.
1. The name of the corporation is
HAYES WHEELS AFTERMARKET, INC.
2. The address of its registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation
shall have authority to issue is one thousand (1,000) and the par value of each
of such shares is One Dollar ($1.00).
5. The name and mailing address of the incorporator is as
follows:
Daniel M. Sandberg
38481 Huron River
Drive Romulus, MI 48174
6. The corporation is to have perpetual existence.
7. The incorporator hereby appoints the following individuals as
directors of the corporation until their successors are elected and qualified:
Ranco Cucuz
Daniel M. Sandberg
William D. Shovers
8. In furtherance and not in limitation of the powers conferred
by statute, the board of directors is expressly authorized to make, alter or
repeal the by-laws of the corporation.
9. Elections of directors need not be by written ballot unless
the by-laws of the corporation shall so provide.
Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the board of directors or in the by-laws of the corporation.
Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
10. The corporation reserves the right to amend, alter, change or
repeal any provision
contained in this Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
11. A director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived any
improper personal benefit.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 30th day of December, 1996.
/s/ Daniel M. Sandberg
----------------------------------------
Daniel M. Sandberg
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 02/09/1998
981050096 - 2708859
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
HAYES WHEELS AFTERMARKET, INC.
HAYES WHEELS AFTERMARKET, INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
does hereby certify as follows:
FIRST: The Corporation's Certificate of Incorporation was filed on
January 22, 1997, with the Secretary of State of the State of Delaware.
SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:
FIRST: The name of the Corporation is HAYES LEMMERZ
AFTERMARKET, INC.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this 7th
day of January, 1998 by duly authorized officers of the Corporation.
HAYES WHEELS AFTERMARKET, INC.
By: /s/ William D. Shovers
------------------------------------
Name: William D. Shovers
Title: Vice President - Finance
ATTEST:
By: /s/ Kelly L. Williams
-----------------------------
Name: Kelly L. Williams
Title: Assistant Secretary
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
HAYES LEMMERZ AFTERMARKET, INC.
HAYES LEMMERZ AFTERMARKET, INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
does hereby certify as follows:
FIRST: The Corporation's Certificate of Incorporation was filed on
January 22, 1997, with the Secretary of the State of Delaware.
SECOND: The amendment to the Certificate of Incorporation set forth
herein was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
THIRD: ARTICLE FIRST of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:
FIRST: The name of the corporation is HAYES LEMMERZ
INTERNATIONAL IMPORT, INC.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this 16th
day of July, 1999 by duly authorized officers of the Corporation.
HAYES LEMMERZ AFTERMARKET, INC.
By: /s/ William D. Shovers
------------------------------------
Name: William D. Shovers
Title: Vice President - Finance
ATTEST:
By: /s/ Patrick B. Carey
------------------------------
Name: Patrick B. Carey
Title: Assistant Secretary
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:30 PM 07/21/1999
991302235 - 2708859