Exhibit 3.5
File Number 5967-209-6
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
WHEREAS, ARTICLES OF INCORPORATION OF TITAN WHEEL CORPORATION OF ILLINOIS
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 19TH day
of NOVEMBER A.D. 1997 and of the Independence of the United States the two
hundred and 22ND.
(SEAL)
/s/ George H. Ryan
----------------------------------------
Secretary of State
C-212 2
Form BCA-2.10
ARTICLES OF INCORPORATION
This space for use by Secretary of State
(Rev. Jan. 1991)
George H. Ryan SUBMIT IN DUPLICATE!
Secretary of State
Department of Business Services (STAMP) This space for use by
Springfield, IL 62756 Secretary of State
Payment must be made by Date 11-19-97
certified check, cashier's
check, Illinois attorney's Franchise Tax $ 25,00
check, Illinois C.P.A's check Filing Fee $ 75,00
or money order, payable to -------
"Secretary of State." Approved: Bl 100,00
1. CORPORATE NAME: Titan Wheel Corporation of Illinois
(The corporate name must contain the word "corporation", "company,"
"incorporated," "limited" or an abbreviation thereof.)
2. Initial Registered Agent: Cheri T. Holley
First Name Middle Initial Last name
Initial Registered Office: 2701 Spruce Street
Number Street Suite #
Quincy IL 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.)
Manufacturer of wheels.
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 1,000 $1,000
------
TOTAL = $1,000
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.)
(over)
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 City, State, ZIP
----------- ------------------- ---------------------------
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
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 October 30, 1997.
SIGNATURE AND NAME ADDRESS
------------------ -------
1. /s/ Cheri T. Holley 1. 2701 Spruce Street
---------------------------------- Street
Signature Quincy IL 62301
Cheri T. Holley City/Town State Zip Code
(Type or Print Name)
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 17