Exhibit 3.15
No. 21575 Filed on the 25th day of July 1994 at 2:41 P.M.
File Number 5789-786-4
(STATE OF ILLINOIS LOGO)
OFFICE OF THE SECRETARY OF STATE
Whereas, ARTICLES OF INCORPORATION OF TITAN TIRE CORPORATION INCORPORATED UNDER
THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY
OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY
1, A.D. 1984.
Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach hereto a copy of the Application of the aforesaid corporation.
In Testimony whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, at the City of Springfield, this 13TH day
of JULY A.D. 1994 and of the Independence of the United States the two hundred
and 19TH.
(SEAL)
/s/ George H. Ryan
----------------------------------------
SECRETARY OF STATE
C-259
Form BCA-2.10 ARTICLES OF INCORPORATION
(Rev. Jan. 1991) (STAMP) SUBMIT IN DUPLICATE!
George H. Ryan This space for use by
Secretary of State Secretary of State
Department of Business
Services Date 7-13-94
Springfield, IL 62756
Telephone (217) 782-6961 Franchise Tax $ 25
Filing Fee $ 75
Payment must be made by ----
certified check, Approved: $100
cashier's check,
Illinois attorney's
check, Illinois C.P.A's
check or money order,
payable to "Secretary of
State."
1. CORPORATE NAME: TITAN TIRE CORPORATION __________
(The corporate name must contain the word "corporation", "company,"
"incorporated," "limited" or an abbreviation thereof.)
2. Initial Registered Agent: Maurice M. Taylor, Jr.
First Name Middle Initial Last name
Initial Registered Office: 2701 Spruce Street
Number Street Suite #
Quincy 62301 Adams
City Zip Code County
3. Purpose or purposes for which the corporation is organized:
(If not sufficient space to cover this point, add one or more sheets of
this size.)
To engage in the business of manufacturing, producing, selling and
distributing tires for agricultural implements, equipment and machinery,
and for passenger cars and light trucks, and for all purposes incidental
thereto, and to engage in the transaction of any or all other lawful
business for which corporations may be incorporated under the Business
Corporation Act of 1983, as amended.
4. Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:
Par Value Number of Shares Number of Shares Consideration to be
Class per Share Authorized Proposed to be Issued Received Therefor
- ------ -------------- ---------------- --------------------- -------------------
Common $ No Par Value 10,000,000 10,000 $10,000.00
Paragraph 2: The preferences, qualifications, limitations, restrictions and
special or relative rights in respect of the shares of each class are:
(If not sufficient space to cover this point, add one or more sheets of this
size.)
(STAMP)
(over)
5789-786-4
5. OPTIONAL: (a) Number of directors constituting the initial board of
directors of the corporation: _________________.
(b) Names and addresses of the persons who are to serve as
directors until the first annual meeting of shareholders or
until their successors are elected and qualify:
Name Residential Address
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
6. OPTIONAL: (a) It is estimated that the value of all property to be owned
by the corporation for the following year wherever located
will be: $____________________
(b) It is estimated that the value of the property to be located
within the State of Illinois during the following year
will be: $____________________
(c) It is estimated that the gross amount of business that will
be transacted by the corporation during the following year
will be: $____________________
(d) It is estimated that the gross amount of business that will
be transacted from places of business in the State of
Illinois during the following year will be: $____________________
7. OPTIONAL: OTHER PROVISIONS
Attach a separate sheet of this size for any other provision to
be included in the Articles of Incorporation, e.g., authorizing
preemptive rights, denying cumulative voting, regulating internal
affairs, voting majority requirements, fixing a duration other
than perpetual, etc.
8. NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)
The undersigned incorporator(s) hereby declare(s), under penalties of
perjury, that the statements made in the foregoing Articles of Incorporation are
true.
Dated July 12, 1994.
SIGNATURE AND NAME ADDRESS
1. /s/ William M. McCleery, Jr. 1. 525 Jersey Street, P.O. Box 1069
---------------------------------- -------------------------------------
Signature Street
William M. McCleery, Jr. Quincy IL 62301
---------------------------------- -------------------------------------
(Type or Print Name) City/Town State Zip Code
2. 2.
---------------------------------- -------------------------------------
Signature Street
---------------------------------- -------------------------------------
(Type or Print Name) City/Town State Zip Code
3. 3.
---------------------------------- -------------------------------------
Signature Street
---------------------------------- -------------------------------------
(Type or Print Name) City/Town State Zip Code
(Signatures must be in ink on original document, Carbon copy, photocopy or
rubber stamp signatures may only be used on conformed copies.)
NOTE: If a corporation acts as incorporator, the name of the corporation and the
state of incorporation shall be shown and the execution shall be by its
President or Vice President and verified by him, and attested by its Secretary
or Assistant Secretary.
FEE SCHEDULE
- - The initial franchise tax is assessed at the rate of 15/100 of 1 percent
($1.50 per $1,000) on the paid-in capital represented in this state, with a
minimum of $25
- - The filing fee is $75.
- - The minimum total due (franchise tax + filing fee) is $100.
(Applies when the Consideration to be Received as set forth in Item 4 does
not exceed $16,667)
- - The Department of Business Services in Springfield will provide assistance
in calculating the total fees if necessary.
Illinois Secretary of State Springfield, IL 62756
Department of Business Services Telephone (217) 782-9522
782-9523
C 162 13
No. 22368 Filed on the 16th day of August 1994 at 11:30 A. M.
Form BCA-1.15 STATEMENT OF CORRECTION File # 5789-786-4
(Rev. Jan. 1991)
SUBMIT IN DUPLICATE
George H. Ryan
Secretary of State This space for use by
Department of Business Services (STAMP) Secretary of State
Springfield, IL 62756
Telephone (217) 785-2237 Date 8/9/94
Franchise Tax $7,475.00
Remit payment in check or money Filling Fee $ 25.00
order, payable to Secretary of Interest $ 149.50
State." ---------
Approved: $7,649.50
1. CORPORATE NAME: TITAN TIRE CORPORATION (STAMP)
2. STATE OR COUNTRY OF INCORPORATION: Illinois
3. Title of document to be corrected: Articles of Incorporation
4. Date erroneous document was filed by Secretary of State: July 13, 1994
5. Inaccuracy, error or defect:
(Briefly identify the error and explain how it occurred. Use reverse side
or add one or more sheets of this size if necessary)
The Consideration to be Received for the shares to be issued was stated to
be $10,000.00 when, in fact, the Consideration to be Received is
$5,000,000.00.
6. Corrected portion(s) of the document in corrected form:
(If there is not sufficient space to cover this point, use reverse side or
add one or more sheets of this size:)
4. Authorized Shares, Issued Shares and Consideration Received:
Number of Shares Consideration
Par Value Number of Shares Proposed to be to be Receipt
Class Per Share Authorized Issued Therefor
- ------ ------------ ---------------- ---------------- -------------
Common No Par Value 10,000,000 10,000 $5,000,000.00
7. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of
perjury, that the facts stated herein are true.
Dated August 9, 1994 TITAN TIRE CORPORATION
(Exact Name of Corporation)
attested by /s/ Richard A. Colletta by /s/ Maurice M. Taylor
--------------------------- ------------------------
(Signature of Secretary (Signature of President or
or Assistant Secretary) or Vice-President)
Richard A. Colletta, Secretary Maurice M. Taylor, Jr., President
(Type or Print Name and Title) (Type or Print Name and Title)
C 199 4