1
C&S-500 (Rev. 1-84) EXHIBIT 3.1
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
(FOR BUREAU USE ONLY) FILED DATE RECEIVED
JAN 15 1985 JAN 1985
ADMINISTRATOR
MICHIGAN DEPT. OF COMMERCE
CORPORATION & SECURITIES BUREAU
EFFECTIVE DATE:
CORPORATION IDENTIFICATION NUMBER 122-088
ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read instructions and Paperwork Reduction Act notice on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972, as amended, the
undersigned corporation executes the following Articles:
ARTICLE I
The name of the corporation is:
LDM INDUSTRIES INC.
ARTICLE II
The purpose or purposes for which the corporation is organized is to engage in
any activity within the purposes for which corporations may be organized under
the Business Corporation Act of Michigan.
ARTICLE III
The total authorized capital stock is:
1. Common Shares 100,000 Par Value Per Share $ 0.10 cents.
------------------
Preferred Shares Par Value Per Share $
--------------- -------------
and/or shares without par value as follows:
2. Common Shares Stated Value Per Share $
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Preferred Shares Stated Value Per Share $
---------------- -------------
3. A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:
ALL SHARES SHALL BE ON ONE (1) CLASS, COMMON, AND SHALL BE ENTITLED
TO ONE (1) VOTE PER SHARE AND HAVE EQUAL RIGHTS TO DIVIDENDS AND DISTRIBUTION
UPON LIQUIDATION. NO EXISTING OR FUTURE SHAREHOLDER SHALL HAVE ANY PRE-EMPTIVE
RIGHTS AND THERE SHALL BE NO RESTRICTIONS UPON TRANSFER.
SEAL APPEARS ONLY ON ORIGINAL
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ARTICLE IV
1. The address of the registered office is:
23501 Mound Road Warren, Michigan 48091
- ---------------------------------------------------- ------------
(Street Address) (City) (ZIP Code)
2. The mailing address of the registered office if different than above:
Michigan
- ----------------------------------------------------, ------------
(P.O. Box) (City) (ZIP Code)
3. The name of the resident agent at the registered office is:
Richard J. Nash
- ------------------------------------------------------------------------------
ARTICLE V
The name(s) and address(es) of the incorporator(s) is (are) as follows:
Name Residence or Business Address
Richard J. Smith 23501 Mound Road Warren, MI 48091
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ARTICLE VI (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 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 VII (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 a consent in writing, setting forth the action so taken,
is signed by the holders of outstanding stock 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 thereon were present and voted.
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.
SEAL APPEARS ONLY ON ORIGINAL
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USE SPACE BELOW FOR ADDITIONAL ARTICLES OR FOR CONTINUATION OF PREVIOUS
ARTICLES. PLEASE IDENTIFY ANY ARTICLE BEING CONTINUED OR ADDED. ATTACH
ADDITIONAL PAGES IF NEEDED.
I (We), the incorporator(s) sign my (our) name(s) this 15 day of January, 1985.
Richard J. Smith
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SEAL APPEARS ONLY ON ORIGINAL
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NOTE: THE FOLLOWING ANNUAL REPORT HAS BEEN INCLUDED WITHIN
THE RECORD FOR THIS CORPORATION DUE TO THE FILING OF A
CHANGE OF REGISTERED OFFICE AND/OR RESIDENT AGENT ON THE
ANNUAL REPORT. THE PRESENCE OF THIS REPORT IN NO WAY
IMPLIES THAT THE REPORT ITSELF, OTHER THAN THE INFORMATION
RELATED TO THE CHANGE OF REGISTERED OFFICE AND/OR RESIDENT
AGENT, HAS BEEN ACCEPTED BY THE CORPORATION AND SECURITIES
BUREAU.
SEAL APPEARS ONLY ON ORIGINAL
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C&S 2500 (REV 1087)
MICHIGAN DEPARTMENT
OF COMMERCE
FOR BUREAU USE ONLY 894E O202 0117 P-MAR $15.00
894E 0202 0117 ORG&FI $5.00
1988 MICHIGAN ANNUAL REPORT - PROFIT CORPORATIONS
(Please read instructions before completing form)
This report shall be filed by all profit corporations before May 16,
1988 showing the corporate condition at the close of business on December 31
or upon the date of the close of the latest fiscal year next preceding the time
for filing. The report is required in accordance with the provisions of
Section 911, Act 284, Public Acts of 1972, as amended. Penalties may be
assessed under the Act for failure to file.
Insert
This Report Must Report of Condition on Corporation
be Filed before May 16, 1988 December 31, 1987 or 3/31/88 Number 122088
1. Corporate Name
L D M INDUSTRIES INC. (7)
1250 Maplelawn 8
Troy, MI 48084 9
2. Resident Agent - do not alter preprinted information 4. Federal 5.Term of
in this item or item 3 Employer No. Existence
Richard J. Nash 38-2690171 PERPETUAL
3. Registered Office Address in 6. Incorporation Date 7. State of Incorporation
Michigan - No., Street, City, Zip 01/15/1985 MI
23501 MOUND RD. 8. Date of Admittance 9. Act Under Which Incorporated
WARREN 48091 (Foreign Corp.) (If other than 1931, P.A.
327 or 1972, P.A. 284)
10.(DOMESTIC CORPORATIONS ONLY) COMPLETE THIS SECTION ONLY IF THE RESIDENT AGENT
IN ITEM 2 OR THE REGISTERED OFFICE IN ITEM 3 HAS CHANGED
a. The name of the successor resident agent is:
------------------------------------------------
b. The address of the registered office is changed to:
1250 Maplelawn Troy , Michigan 48084
- ---------------------------------------------------------------------- -------------
(Street Address) (City) (ZIP Code)
c. The mailing address of the registered office if different than above is:
, Michigan
------------------------------------------------------------------- ----------
(Address) (City) (ZIP Code)
ADD $5.00 TO THE $15.00 ANNUAL REPORT FILING FEE IF THIS SECTION IS COMPLETED FILED BY DEPARTMENT JAN 20 '89
11. Principal business office, and, if different, principal place of business in Michigan:
1250 Maplelawn, Troy, MI 48084
12. Nature and type of business in which corporation is engaged: holding company
13. a. Name of parent corporation:
b. List any subsidiary corporations: Industrial Machining Corporation of Arkansas;
LDM Sales Associates, Inc.; LOR, Inc.; OBM, Inc.
14. Corporate Stock Report - Total Authorized Capital Stock (Not merely outstanding)
a. Shares With No. of Shares Authorized Par-Value Total Authorized Amount Amount
Par-Value With Par-Value Per Share Capital Subscribed Paid-in
COMMON 100,000 $0.100 $10000.000 $ $ 70.00
$ $
$ $
$ $
b. Shares Without No. of Shares Authorized Stated Value No. of Shares Amount Amount
Par-Value Without Par Value Per Share Subscribed or Issued Subscribed Paid-in
$ $
$ $
0123 1989 3172 0169 JAN 17 1989
SEAL APPEARS ONLY ON ORIGINAL
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15. The following is a statement of assets and liabilities as shown by the
books of the corporation on December 31, 1987 or 3/31/88 (close of
fiscal year next preceding May 15, 1988) listed separately as to property
within and without Michigan. The balance sheet of a Michigan corporation
must be the same balance sheet as furnished to shareholders.
WITHIN WITHOUT
ASSETS TOTAL MICHIGAN MICHIGAN LIABILITIES AND EQUITY
Cash $338,660 Notes and Accounts Payable, Trade $775,000
Notes and Accounts Receivable 66,707 Notes and Accounts Payable, Other
Inventories Accrued Expenses 198,768
Prepaid Expenses 81,220 Long Term Indebtedness 485,715
Non-current Notes and Reserves and Contingent
Accounts Receivable Liabilities
Land Deferred Income Tax
Depreciable Assets
Machinery and Equipment 793,837
Furniture and Fixtures
Buildings Stockholders Equity
Other Common Stock (par value) 70
Preferred Stock (par value)
Less Depreciation 295,725 No Par Value Stock
(state value)
Net Depreciable Assets 498,112 Additional Paid-In Capital 109,752
Investments Retained Earnings (deficit) 222,795
Investments in Subsidiaries 482,392 Other
Other Investments 325,009 Total Stockholders Equity 332,617
Other Assets --------- ----------
TOTAL ASSETS $1,792,100 TOTAL LIABILITIES & EQUITY $1,792,100
========== ==========
16. Corporate Officers and Directors
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OFFICE NAME, STREET & NUMBER, CITY, STATE & ZIP CODE
- ------------------------------------------------------------------------------------
President Richard J. Nash, 1250 Maplelawn, Troy, MI 48084
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Secretary Michael Polselli, 1250 Maplelawn, Troy, MI 48084
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If Different
than President Treasurer Michael Polselli, 1250 Maplelawn, Troy, MI 48084
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Vice-President
- ------------------------------------------------------------------------------------
Director Joe Balous, 1250 Maplelawn, Troy, MI 48084
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If Different
than Officers Director
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Director
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Director
17. Is 51% or more of this corporation owned and controlled
by woman/women? / / Yes /xx/ No
(A response to this question is voluntary and will be used for statistical
purposes only).
18. 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. After filing, this report is open to reasonable inspection by
the public pursuant to Section 915, Act 284, Public Acts of 1972, as
amended.
Filing Fee $15.00 (without change of agent or
registered office) Signed this 9th day of January, 1989.
Filing Fee $20.00 (with change of agent or
registered office in Item 10)
MAKE REMITTANCE PAYABLE TO: "STATE OF MICHIGAN" By Michael Polselli
----------------------------------------------------
(Signature of Authorized Officer or Agent)*
Michael Polselli, Secretary
----------------------------------------------------
RETURN TO: (Type or Print Name and Title)
DEPARTMENT OF COMMERCE
CORPORATION AND SECURITIES BUREAU *If Item 10 has been completed, this report must be signed by the
CORPORATION DIVISION president, vice-president, chairperson, vice-chairperson, secretary or
6546 MERCANTILE WAY assistant secretary of the corporation.
P.O. BOX 30057
LANSING, MICHIGAN 48909 0123 1989 3172 0170
SEAL APPEARS ONLY ON ORIGINAL
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C&S-541(3/92) 944E#7896 0518 ORG&FI $10.00
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
Date Received (FOR BUREAU USE ONLY)
MAY 18, 1994 FILED
MAY 23, 1994
Name Michael B. Lewis, Esq. ADMINISTRATOR
Kerr, Russell and Weber MICHIGAN DEPARTMENT OF COMMERCE
- --------------------------------------- CORPORATION & SECURITIES BUREAU
Address Suite 2500, 500 Woodward Avenue
Detroit Michigan 48226
- ----------------------------------------------------
City State Zip Code
EXPIRATION DATE: DECEMBER 31, 1999
DOCUMENT WILL BE RETURNED TO NAME AND ADDRESS INDICATED ABOVE
CERTIFICATE OF ASSUMED NAME
FOR USE BY CORPORATIONS AND LIMITED PARTNERSHIPS
(Please read information and instructions on reverse side)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), or
Act 213, Public Acts of 1982 (limited partnerships), the corporation or limited
partnership in item one below executes the following Certificate:
1. The true name of the corporation or limited partnership is: L D M
Industries, Inc.
2. The identification number assigned by the Bureau is: 1 2 2 - 0 8 8
3. The location of the corporate registered office or the office at which the
limited partnership records are maintained is:
1250 Maplelawn Troy Michigan 48084
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(STREET ADDRESS) (CITY) (STATE) (ZIP CODE)
4. The assumed name under which business is to be transacted is: LDM
Technologies, Inc.
Signed this 13th day of May, 1994
By Joe Balous
------------------------------------
(SIGNATURE)
Joe Balous Chairman
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(TYPE OR PRINT NAME) (TYPE OR PRINT TITLE)
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(LIMITED PARTNERSHIPS ONLY-INDICATE NAME OF
GENERAL PARTNER IF A CORPORATION OR OTHER
ENTITY)
SEAL APPEARS ONLY ON ORIGINAL
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C&S 560 (10/93) 942A#5905 0727 ORG&FI $187.50
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
Date Received (FOR BUREAU USE ONLY)
JUL 26 1994 FILED
Name Michael B. Lewis, Esquire JUL 26 1994
- ------------------------------------------
Address Administrator
500 Woodward Avenue, Suite 2500 MICHIGAN DEPARTMENT OF COMMERCE
- ------------------------------------------ Corporation & Securities Bureau
City State ZIP Code EFFECTIVE DATE: July 31, 1994
Detroit MI 48226
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DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.
CERTIFICATE OF MERGER / CONSOLIDATION
FOR USE BY DOMESTIC OR FOREIGN CORPORATIONS
(Please read information and instructions on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), and/or Act 162, Public Acts of 1982 (nonprofit corporations),
the undersigned corporations execute the following Certificate:
1. The Plan of Merger (Consolidation) is as follows:
a. The name of each constituent corporation and its identification number
is:
LOR, Inc. 387 - 584
LDM Sales Associates, Inc. 388 - 584
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LDM Industries, Inc. 122 - 088
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b. The name of the surviving (new) corporation and its identification
number is:
LDM Industries Inc. 122 - 088
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c. For each constituent stock corporation, state:
Designation and
number of outstanding Indicate class or Indicate class or
shares in each class series of shares series entitled
Name of corporation or series entitled to vote to vote as a class
40,000 Series A Common
LOR, Inc. 10,000 Series B Common Series A and B
- -------------------------- ----------------------- --------------- ----------------------
40,000 Series A Common
LDM Sales Associates, Inc. 10,000 Series B Common Series A and B
- -------------------------- ----------------------- --------------- ----------------------
LDM Industries Inc. 700 Common Common
- -------------------------- ----------------------- --------------- ----------------------
If the number of shares is subject to change prior to the effective date of the
merger or consolidation, the manner in which the change may occur is as follows:
N/A
SEAL APPEARS ONLY ON ORIGINAL
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d. For each constituent nonstock corporation
[(i) If it is organized on a membership basis, state (a) the name of
the corporation, (b) a description of its members, and (c) the
number, classification and voting rights of its members.
(ii) If it is organized on a directorship basis, state (a) the name of
the corporation, (b) a description of the organization of its
board, and (c) the number, classification and voting rights of
its directors.]
e. The terms and conditions of the proposed merger (consolidation),
including the manner and basis of converting the shares of, or
membership or other interests in, each constituent corporation into
shares, bonds, or other securities of, or membership or other interest
in, the surviving (consolidated) corporation, or into cash or other
consideration, are as follows:
Each authorized share of common stock of LOR, Inc. and LDM Sales
Associates, Inc., issued or unissued, including those shares of stock
issued and held by LDM Industries Inc. and Arrow Molded Plastics, Inc.
shall be cancelled on the effective date of this Merger.
See complete Plan of Merger, a copy of which is attached.
f. If a consolidation, the Articles of Incorporation of the consolidated
corporation are attached to this Certificate and are incorporated
herein. If a merger, the amendments to the Articles, or a restatement of
the Articles, of the surviving corporation to be effected by the merger
are as follows:
NONE
g. Other provisions with respect to the merger (consolidation) are as
follows:
NONE
[2. (Complete for any foreign corporation only)
This merger (consolidation) is permitted by the laws of the state of
the jurisdiction under which
--------------------------------- -----------
--------------------------------------------------------------------------
(name of foreign corporation)
is organized and the plan of merger (consolidation) was adopted and
approved by such corporation pursuant to and in accordance with the laws
of that jurisdiction.]
3. (Complete only if an effective date is desired other than the date of
filing. The date must be no more than 90 days after receipt of this document
in this office).
The merger (consolidation) shall be effective on the 31st day of July, 1994.
---- ----- ----
SEAL APPEARS ONLY ON ORIGINAL
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4. (Complete applicable section for each constituent corporation)
[a. (For domestic profit corporations only)
The plan of merger was approved by the unanimous consent of the
incorporators of
------------------------------------------------,
which has not commenced business, has not issued any shares, and has not
elected a Board of Directors. (Incorporators must sign on this page of
the Certificate.)
b. (For profit corporations involved in a merger only)
The plan of merger was approved by the Board of Directors of
------------------------------------------------, the surviving
corporation, without the approval of the shareholders of that
corporation in accordance with Section 701 of the Act.]
c. (For profit corporations only)
The plan of merger was adopted by the Board of Directors of the following
constituent corporations:
LOR, Inc.
LDM Sales Associates, Inc.
LDM Industries Inc.
and was approved by the shareholders of those corporations in accordance with
Section 703a.
[d. (For nonprofit corporations only)
The plan of merger or consolidation was adopted by the Board of Directors
(i) (Complete if organized upon a stock or membership basis)
of and
--------------------------------------------------------------
was approved by the shareholders or members of that corporation in
accordance with Sections 701 and 703(1) and (2), or pursuant to
Section 407 by written consent and written notice, if required.
(ii) (Complete if organized upon a directorship basis)
of in
-------------------------------------------------------------
accordance with Section 703(3).]
Sign this area for item 4(a).
- ----------------------------
Signed this day of , 19 .
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- --------------------------------------------------- -----------------------------------------------------------------
- --------------------------------------------------- -----------------------------------------------------------------
Sign this area for items 4(b), 4(c), or 4(d).
Signed this day of ,19 .
--------------- --------------------------------------------- -----
See Attached
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(Name of Corporation)
By
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(Only signature of: President, Vice-President, Chairperson or Vice-Chairperson)
------------------------------------------------------------------------------------
(Type or Print Name and Title)
Signed this day of ,19 .
--------------- --------------------------------------------- -----
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(Name of Corporation)
By
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(Only signature of: President, Vice-President, Chairperson or Vice-Chairperson)
------------------------------------------------------------------------------------
(Type or Print Name and Title)
SEAL APPEARS ONLY ON ORIGINAL
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CERTIFICATE OF MERGER/CONSOLIDATION
SIGNATURES FOR ITEM 4(c).
Signed this 14th day of July, 1994.
LOR, INC.
By: Joe Balous
---------------------------
Joe Balous
Its: Vice-President
LDM SALES ASSOCIATES, INC.
By: Joe Balous
---------------------------
Joe Balous
Its: Vice-President
LDM INDUSTRIES INC.
By: Joe Balous
---------------------------
Joe Balous
Its: Chairman
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PLAN OF MERGER
THIS PLAN OF MERGER is made this 14th day of July, 1994 by and among LDM
Sales Associates, Inc., a Michigan corporation (hereinafter "LDM Sales"), LOR,
Inc., a Michigan corporation (hereinafter "LOR"), and LDM Industries Inc., a
Michigan corporation (hereinafter "LDM Industries"), as follows:
RECITALS:
A. LDM Sales, LOR, and LDM Industries are corporations duly organized,
existing, and in good standing under the laws of the State of
Michigan.
B. The authorized capital of LDM Sales consists of 40,000 shares of $0.10
par value Series A common stock of which 40,000 shares are
outstanding, and 10,000 shares of $0.10 par value Series B common
stock of which 10,000 shares are outstanding.
C. The authorized capital of LOR consists of 40,000 shares of $0.10 par
value Series A common stock of which 40,000 shares are outstanding,
and 10,000 shares of $0.10 par value Series B common stock of which
10,000 shares are outstanding.
D. The authorized capital of LDM Industries consists of 100,000 shares of
$0.10 par value common stock, of which 700 shares are outstanding.
E. LDM Industries is the record owner of 100% of the outstanding shares
of the Series A common stock of LDM Sales and LOR, representing 80% of
the total outstanding common shares of stock of LDM Sales and LOR.
F. Arrow Molded Plastics, Inc., an Ohio corporation ("Arrow"), is the
owner of 100% of the outstanding shares of the Series B common stock
of LDM Sales and LOR, representing 20% of the total outstanding common
shares of stock of LDM Sales and LOR.
G. The Directors of LDM Sales, LOR and LDM Industries believe that it is
in the best interest of each of the respective corporations that LDM
Sales and LOR be merged into LDM Industries.
NOW, THEREFORE, in consideration of the mutual undertakings hereinafter set
forth, LDM Sales, LOR and LDM Industries agree as follows:
1. The Recitals set forth above are hereby incorporated into the body of
this Plan of Merger.
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2. LDM Sales and LOR shall be merged into LDM Industries by the transfer
to LDM Industries of all of the assets of LDM Sales and LOR, subject
to all of their liabilities and obligations, which liabilities and
obligations shall be assumed by LDM Industries in complete
cancellation of all of the outstanding capital stock of LDM Sales and
LOR.
3. LDM Sales and LOR shall cease to exist and all of their business
operations and activities shall thereafter be conducted by LDM
Industries. All outstanding capital stock of LDM Sales and LOR shall
be cancelled.
4. In conformance with Internal Revenue Code Section 304(a)(2), Arrow
will not receive stock of LDM Industries as a result of this merger.
5. The Articles of Incorporation and Bylaws of LDM Industries, the
surviving corporation, shall remain unchanged.
6. The Directors and Officers of LDM Industries shall continue to hold
office until their successors are chosen or elected in accordance with
the Bylaws of LDM Industries.
7. A Certificate of Merger will be filed with the Michigan Department of
Commerce in accordance with the Michigan Business Corporation Act.
8. The constituent corporations are LDM Sales Associates, Inc., a
Michigan corporation, LOR, Inc., a Michigan corporation, and LDM
Industries Inc., a Michigan corporation.
9. Following the adoption of this Plan by LDM Sales, LOR and LDM
Industries, the merger, the transfer of assets from LDM Sales and LOR
to LDM Industries, the assumption of obligations and liabilities of
LDM Sales and LOR by LDM Industries, and the cancellation of the
capital stock of LDM Sales and LOR shall all be effective on July 31,
1994, upon the filing of a Certificate of Merger with the Michigan
Department of Commerce, Corporation and Securities Bureau.
LDM SALES ASSOCIATES, INC.
By: Joe Balous
------------------
Joe Balous
Its: Vice-President
-2-
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LOR, INC.
By: Joe Balous
------------------------
Joe Balous
Its: Vice-President
LDM INDUSTRIES INC.
By: Joe Balous
------------------------
Joe Balous
Its: Chairman
-3-
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C&S-541 (3/92) 943D#9751 0728 ORG&FI $10.00
MICHIGAN DEPARTMENT OF COMMERCE-CORPORATION AND SECURITIES BUREAU
Date Received (FOR BUREAU USE ONLY)
JUL 28 1994 FILED
The certificate must reflect the corporate
name as it appears on record with this AUG 02 1994
office. We have adjusted Item #1 accordingly.
ADMINISTRATOR
Name Michael B. Lewis, Esq. MICHIGAN DEPARTMENT OF COMMERCE
Kerr, Russell and Weber CORPORATION & SECURITIES BUREAU
- ----------------------------------------
Address Detroit Center, Suite 2500
500 Woodward Avenue
- ----------------------------------------
City State Zip Code
Detroit Michigan 48226 EXPIRATION DATE: DECEMBER 31, 1999
- ----------------------------------------
DOCUMENT WILL BE RETURNED TO NAME AND ADDRESS INDICATED ABOVE
CERTIFICATE OF ASSUMED NAME
FOR USE BY CORPORATIONS AND LIMITED PARTNERSHIPS
(Please read information and instructions on reverse side)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), or Act
213, Public Acts of 1982 (limited partnerships), the corporation or limited
partnership in item one below executes the following Certificate:
1. The true name of the corporation or limited partnership is:
L D M Industries Inc.
2. The identification number assigned by the Bureau is: 122-088
3. The location of the corporate registered office or the office at which the
limited partnership records are maintained is:
1250 Maplelawn Avenue Troy Michigan 48084
------------------------------------------------------------------------
(STREET ADDRESS) (CITY) (STATE) (ZIP CODE)
4. The assumed name under which business is to be transacted is:
LDM Industries, Inc.
Signed this day of July , 1994
------ -----------------
By Michael B. Lewis
------------------------------------------------------
(SIGNATURE)
Michael B. Lewis Assistant Secretary
------------------------------------------------------
(TYPE OR PRINT NAME) (TYPE OR PRINT TITLE)
------------------------------------------------------
(LIMITED PARTNERSHIPS ONLY-INDICATE NAME OF GENERAL
PARTNER IF A CORPORATION OR OTHER ENTITY)
SEAL APPEARS ONLY ON ORIGINAL
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C&S 551 (8/93) 096A#5304 0923 ORG&FI $62.50
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES - CORPORATION, SECURITIES
& LAND DEVELOPMENT BUREAU
Date Received (FOR BUREAU USE ONLY)
SEP 20 1996 FILED
ADJUSTED PURSUANT TO SEP 20 1996
TELEPHONE AUTHORIZATION
ADMINISTRATOR
Name Michael B. Lewis, Esq. MI DEPARTMENT OF CONSUMER &
Kerr, Russell and Weber, P.L.C. INDUSTRY SERVICES CORPORATION,
- -------------------------------------- SECURITIES & LAND DEVELOPMENT BUREAU
Address Suite 2500, Detroit Center
500 Woodward Avenue
- --------------------------------------
City State Zip
Detroit Michigan 48226 EFFECTIVE DATE: 9-28-96
- --------------------------------------
Document will be returned to the name and address you enter above.
CERTIFICATE OF MERGER
FOR USE BY PARENT AND SUBSIDIARY PROFIT CORPORATIONS
(Please read information and instructions on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned
corporations execute the following Certificate:
1. a. The name of each constituent corporation and its identification number
is/are:
L D M Industries Inc. CID 122-088
----------------------------------------------------
Arrow N.A., Inc., CID 619-350
----------------------------------------------------
b. The name of the surviving corporation and its identification number is:
L D M Industries Inc. CID 122-088
----------------------------------------------------
c. For each subsidiary corporation, state:
Number of outstanding Number of shares owned by the
Name of corporation shares in each class parent corporation in each class
Arrow N.A., Inc. 1,243 Common 1,243
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------------------------ ------------------------ ------------------------
------------------------ ------------------------ ------------------------
SEAL APPEARS ONLY ON ORIGINAL
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d. The manner and basis of converting the shares of each constituent
corporation is as follows:
At the Effective Time, each issued and outstanding share of Arrow N.A.,
Inc., all of which are owned by L D M Industries Inc., shall be
retired and cancelled.
e. The amendments to the Articles of Incorporation of the surviving
corporation to be effected by the merger are as follows:
None.
f. Other provisions with respect to the merger are as follows:
N/A
SEAL APPEARS ONLY ON ORIGINAL
18
2. (Complete for any foreign corporation only)
This merger is permitted by the laws of the State of Ohio, the
jurisdiction under which Arrow N.A., Inc.
--------------------------------------
(Name of Foreign Corporation)
is formed and the plan of merger was adopted and approved by such
corporation pursuant to and in accordance with the laws of that
jurisdiction.
[3. (Delete if not applicable)
The consent to the merger by the shareholders of the SUBSIDIARY
corporation was obtained pursuant to its Articles of
Incorporation. (Such consent is necessary if the Articles of
Incorporation require approval of the merger by the vote of the holders
of more than the percentage of the shares owned by the parent
corporation.)
[4. (Delete if not applicable)
The consent to the merger by the shareholders of the PARENT
corporation was obtained pursuant to its Articles of
Incorporation. (Such consent is necessary if its Articles of
Incorporation require shareholder approval of the merger, the plan of
merger amends its Articles of Incorporation, or a subsidiary is to be
the surviving corporation.)]
[5. (Complete only if an effective date is desired other than the date of
filing)]
The merger shall be effective on the 28th day of September, 1996.
Signed this 17th day of September, 1996.
L D M Industries Inc.
-----------------------------------------------------
(Name of parent corporation)
By:
Joe Balous
------------------------------
(Only Signature of: President,
Vice-President, Chairperson,
Vice-Chairperson)
Joe Balous, Chairman of the Board
----------------------------------------------
(Type or Print Name and Title)
SEAL APPEARS ONLY ON ORIGINAL
19
C&S 541 (13/96) 096D#3421 0925 ORG&FI $10.00
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES - CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
- -----------------------------------------------------------------------------------------------------------------------------
Date Received
Sep 25 1996 (FOR BUREAU USE ONLY)
- ------------------------------------
FILED
- -------------------------------------------------------------- OCT 17 1996
Name Michael B. Lewis, Esq.
Kerr, Russell and Weber, P.L.C. Administrator
- -------------------------------------------------------------- MI DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
Address Suite 2500, Detroit Center CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
500 Woodward Avenue
- -------------------------------------------------------------- EXPIRATION DATE:
City State Zip DECEMBER 31, 2001
Detroit Michigan 48226
- ---------------------------------------------------------------------------------------------------------------------------
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), or Act 162, Public
Acts of 1982 (nonprofit corporations), or 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:
L D M Industries Inc.
2. The identification number assigned by the Bureau is: 122-088
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:
1250 Maplelawn Avenue Troy Michigan 48084
(Street Address) (City) (State) (Zip code)
4. The assumed name under which business is to be transacted is: Arrow N.A., Inc.
COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.
Signed this 23rd day of September , 1996
By: Michael B. Lewis
(Signature)
Michael B. Lewis, Assistant Secretary
(Type or Print Name and Title)
-------------------------------------------------------------------------------------------------
(Limited Partnerships Only - Indicate Name of General Partner if a Corporation or Other Entity)
KM
SEAL APPEARS ONLY ON ORIGINAL
20
C&S 515 (6/95) 096D#0879 1114 ORG&FI $12.50
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES - CORPORATION, SECURITIES
& LAND DEVELOPMENT BUREAU
Date Received (FOR BUREAU USE ONLY)
NOV 13 1996 FILED
NOV 13 1996
ADMINISTRATOR
Name Michael B. Lewis, Esq. MI DEPARTMENT OF CONSUMER &
Kerr, Russell and Weber, P.L.C. INDUSTRY SERVICES CORPORATION,
Address Suite 2500, Detroit Center SECURITIES & LAND DEVELOPMENT BUREAU
500 Woodward Avenue
City State Zip
Detroit Michigan 48226 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 CORPORATIONS
(Please read information and instructions on 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: L D M Industries Inc.
2. The identification number assigned by the Bureau is: 122-088
---------------------
3. The location of its registered office is:
1250 Maplelawn Avenue Troy MICHIGAN 48084
--------------------------------------------------------------------------
(Street Address) (City) (Zip Code)
4. Article 1 of the Articles of Incorporation is hereby amended to
---------
read as follows:
The name of the corporation is LDM Technologies, Inc.
Article IV Section 1 of the Articles of Incorporation is hereby amended to
read as follows:
1. The address of the registered office is: 2500 Executive Hills Drive,
Auburn Hills, Michigan 48326
AN 12.50 37677 CK
SEAL APPEARS ONLY ON ORIGINAL
21
5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b). DO NOT COMPLETE BOTH.
a. The foregoing amendment to the Articles of Incorporation were 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 of 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)
b. X The foregoing amendment to the Articles of Incorporation was duly
--- adopted on 1st day of November, 1996.
The amendment: (check one of the following)
was duly adopted in accordance with Section 611(2) of the Act by
--- the vote of the shareholders if a profit corporation, or by the
vote of the shareholders or members if a nonprofit corporation,
or by the vote of the directors if a nonprofit corporation
organized on a non-stock directorship basis. The necessary votes
were cast in favor of the amendment.
was duly adopted by the written consent of all the directors
--- pursuant to Section 525 of the Act and the corporation is a
nonprofit corporation organized on a non-stock directorship basis.
was duly adopted by the 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, and Section 407(1) of the Act if a
profit corporation. Written notice to shareholders 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 was duly adopted by the written consent of all the shareholders or
--- members entitled to vote in accordance with Section 407(3) of the
Act if a non-profit corporation, and Section 407(2) of the Act if
a profit corporation.
Signed this 1st day of November, 1996
By: Richard J. Nash
-------------------------------------
(Signature)
Richard J. Nash, President
-----------------------------------------
(Type or Print Name and Title)
SEAL APPEARS ON ORIGINAL
22
C&S 541 (3/96) 096D#0880 1114 ORG&FI $12.50
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES - CORPORATION, SECURITIES
& LAND DEVELOPMENT BUREAU
Date Received (FOR BUREAU USE ONLY)
NOV 13 1996 FILED
NOV 13 1996
ADMINISTRATOR
Name Michael B. Lewis, Esq. MI DEPARTMENT OF CONSUMER &
Kerr, Russell and Weber, P.L.C. INDUSTRY SERVICES CORPORATION,
Address Suite 2500, Detroit Center SECURITIES & LAND DEVELOPMENT BUREAU
500 Woodward Avenue
City State Zip
Detroit Michigan 48226 EXPIRATION DATE: 12-31-2001
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), or Act 162, Public Acts of 1982 (nonprofit corporations), or Act
213, Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liabilities 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: LDM Technologies, Inc.
2. The identification number assigned by the Bureau is: 122-088
---------------------
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:
2500 Executive Hills Drive Auburn Hills MI 48326
------------------------------------------------------------------------
(Street Address) (City) (State) (Zip Code)
4. The assumed name under which business is to be transacted is:
LDM Industries, Inc.
COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.
Signed this 1st day of November , 1996
------ ----------------- ----
By Richard J. Nash
------------------------------------------------------
(Signature)
Richard J. Nash, President
------------------------------------------------------
(Type or Print Name and Title)
------------------------------------------------------
(Limited Partnerships Only-Indicate Name of General
Partner if a Corporation or Other Entity)
AN CK 12.50 37678
SEAL APPEARS ONLY ON ORIGINAL