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EXHIBIT 3.7
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
ARTICLES OF INCORPORATION
The undersigned, desiring to form a corporation (hereinafter referred to as
"Corporation") pursuant to the provisions of the Indiana Business Corporation
Law, as amended, executes the following Articles of Incorporation:
ARTICLE I - NAME
Name of Corporation: Parallel Group International, Inc.
ARTICLE II - REGISTERED OFFICE AND AGENT
The name and street address of the Corporation's Registered Agent and
Registered Office for service of process are:
Name of Registered Agent:
C T CORPORATION SYSTEM
Address of Registered Office (street or building):
One North Capitol Avenue
Indianapolis, Indiana 46204
Principal Office: The post office address of the principal office of the
Corporation is:
1325 E. Superior Street
Alma, MI 48801
ARTICLE III - AUTHORIZED SHARES
Number of shares: 60,000
ARTICLE IV - INCORPORATORS
(the name(s) and address(es) of the incorporators of the corporation)
Claudia L. Saari Doris J. Donati
30600 Telegraph Road 30600 Telegraph Road
Bingham Farms, MI 48025 Bingham Farms, MI 48025
ARTICLE V
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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 consents in writing, setting forth the action so
taken, are signed by the holders of outstanding shares 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 on the action were present
and voted. The written consents shall bear the date of signature of each
shareholder who signs the consent. no written consents shall be effective to
take the corporate action referred to unless, within 60 days after the record
date for determining shareholders entitled to express consent to or to dissent
from a proposal without a meeting, written consents dated not more than 10 days
before the record date and signed by a sufficient number of shareholders to
take the action are delivered to the corporation. Delivery shall be to the
corporation's registered office, its principal place of business, or an officer
or agent of the corporation having custody of the minutes of the proceedings of
its shareholders. Delivery made to a corporation's registered office shall be
by hand or by certified or registered mail, return receipt requested.
Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to shareholders who would
have been entitled to notice of the shareholder meeting if the action had been
taken at a meeting and who have not consented in writing.
ARTICLE VI
No director of the Corporation shall be held personally liable to the
Corporation or its shareholders for monetary damages for any breach of
fiduciary duty as a director; provided, however, that this provision does not
limit or eliminate a director's liability for: beaching the duty of loyalty to
the Corporation or its shareholders, failing to act in good faith, engaging in
intentional misconduct, knowingly violating a law, violating the Indiana
Business Corporation Law ("IBCL") or obtaining an improper personal benefit.
If the IBCL is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the corporation shall be eliminated or limited to the fullest extent
permitted by the IBCL, as so amended.
Any repeal or modification of the foregoing paragraph shall not adversely
affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification.
In Witness Whereof, the undersigned being all the incorporators of said
corporation execute these Articles of Incorporation and verify, subject to
penalties of perjury, that the statements contained herein are true, this ___
day of December, 1995.
Signature: /s/ Claudia L. Saari
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Claudia L. Saari
Signature: /s/ Doris J. Donati
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Doris J. Donati
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