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EXHIBIT 3.5
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
ARTICLES OF INCORPORATION
For use by Domestic Profit Corporations
ARTICLE I
The name of the corporation is: WINCHESTER FABRICATION CORPORATION
ARTICLE II
The purpose or purposes for which the corporation is formed is to engage in any
activity within the purposes for which corporations may be formed under the
Business Corporation Act of Michigan.
ARTICLE III
The total authorized shares:
1. Common Shares: 60,000
2. A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:
There shall be only one class of stock, i.e., voting common stock and
all shares of stock shall possess the same rights and privileges.
ARTICLE VI
1. The address of the registered office is:
1325 E. Superior
Alma, Michigan 48801
2. The mailing address of the registered office if different from the
registered office address:
P.O. Box 129
Alma, Michigan 48801
3. The name of the resident agent at the registered office is: Charles
L. Dardas
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ARTICLE V
The name(s) and address(es) of the incorporator(s) is (are) as follows:
James V. Finkbeiner
812 Second National Bank Building
Saginaw, MI 48607
ARTICLE VI
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 shareholder 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 of shareholders 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
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 shareholder entitled to express consent to or to dissent
from a proposal without a meeting, written consents 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 have not
consented in writing.
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ARTICLE VIII
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: breaching 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 Section 551(1)
of the Michigan Business Corporation Act or obtaining an improper personal
benefit. If the Michigan Business Corporation Act 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 Michigan Business
Corporation Act, 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.
I (We), the incorporator(s) sign my (our) name(s) this 7th day of December,
1994.
By: /s/ James V. Finkbeiner
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James V. Finkbeiner
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