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EXHIBIT 3(i)
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MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
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Date Received (FOR BUREAU USE ONLY)
JAN 15 1998
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Name
Steven C. Tyshka (313) 568-6585 FILED
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Address JAN 15 1998
Dykema Gossett PLLC, 400 Renaissance Center
City State Zip Code
Administrator
Detroit Michigan 48243 MI DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
EFFECTIVE DATE:
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Document will be returned to the name and address you enter above
CID Number: 508-822
ARTICLES OF INCORPORATION
For use by domestic profit corporations
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 Michigan Interface Systems, Inc.
ARTICLE II
The purposes for which the corporation is organized is to engage in any
lawful activity within the purposes for which corporations may be organized
under the Business Corporation Act of Michigan, as it exists on the date hereof
and as it may be amended from time to time hereafter (the "Michigan Business
Corporation Act").
ARTICLE III
The total number of shares of the capital stock which the corporation
has authority to issue is Sixty Thousand (60,000) shares of common stock
("Common Stock").
Holders of Common Stock shall be entitled to receive such dividends as
may be declared by the Board of Directors of the Corporation from time to time
and in the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, to receive pro rata all the
remaining assets of the Corporation available for distribution.
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Holders of the Common Stock shall have equal voting and other rights
share for share, and each holder of Common Stock is entitled to one vote per
share.
ARTICLE IV
The address and the mailing address of the registered office of the
corporation is 5855 Interface Drive, Ann Arbor, Michigan 48103.
The name of the resident agent at the registered office is Robert A.
Nero.
ARTICLE V
The name and address of the incorporator is as follows: Steven C.
Tyshka, Dykema Gossett, PLLC, 400 Renaissance Center, Detroit, Michigan
48243-1668.
ARTICLE VI
When a compromise or arrangement or a plan or 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 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, and
representing three-fourths in value of claims, of the creditors or class of
creditors, or if the shareholders or class of shareholders to be affected by the
proposed compromise or arrangement or a reorganization representing
three-fourths of such shares, 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, as the case may be, and also on this corporation.
ARTICLE VII
The number of directors which shall constitute the whole Board of
Directors shall be the number from time to time fixed by the Board of Directors.
During the intervals between annual meetings of shareholders, any vacancy
occurring in the Board of Directors caused by resignation, removal, death or
incapacity, and any newly created directorships resulting from an increase in
the number of directors, shall be filled only by a majority vote of the
directors then in office, whether or not a quorum. Each director chosen to fill
a vacancy shall hold office until the next election of directors. No decrease in
the number of directors shall have the effect of shortening the term of any
incumbent director. Any director may be removed from office as a director at any
time, but only for cause, by the affirmative vote of shareholders of record
holding a majority of the outstanding shares
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of stock of the corporation entitled to vote in elections of directors given at
a meeting of the shareholders specifically called for that purpose.
ARTICLE VIII
No director of the corporation shall be personally liable to the
corporation or its shareholders for money damages for any action taken or any
failure to take any action as a director, except liability for any of the
following: (i) the amount of financial benefit received by the director to which
the director is not entitled; (ii) intentional infliction of harm on the
corporation or its shareholders; (iii) a violation of Section 551 of the
Michigan Business Corporation Act; or (iv) an intentional criminal act. If the
Michigan Business Corporation Act hereafter is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the corporation, in addition to the limitation on personal liability
contained herein, shall be eliminated or limited to the fullest extent permitted
by the Michigan Business Corporation Act as so amended. No amendment or repeal
of this Article VIII shall apply to or have any effect on the liability or
alleged liability of any director of the corporation for or with respect to any
acts or omissions of such director occurring prior to the effective date of any
such amendment or repeal.
ARTICLE IX
The Corporation reserves the right to amend, alter, change, or repeal
any provision contained in these Articles of Incorporation in the manner now or
hereafter prescribed by law, and all rights and powers conferred herein on
shareholders, directors and officers are subject to this reserved power.
ARTICLE X
Directors and officers of the corporation shall be indemnified in
connection with any actual or threatened action or proceeding (including civil,
criminal, administrative or investigative proceedings) arising out of their
service to the corporation or to another organization at the corporation's
request, and shall be paid expenses incurred in defending any such proceeding in
advance of its final disposition to the fullest extent permitted by law. Persons
who are not directors or officers of the corporation may be similarly
indemnified in respect of such service to the extent authorized at any time by
the Board of Directors or the Bylaws of the corporation. The provisions of this
Article shall be applicable to actions or proceedings commenced after the
adoption hereof, whether arising from acts or omissions occurring before or
after the adoption hereof, and to persons who have ceased to be directors,
officers or employees, and shall inure to the benefit of their heirs, executors
and administrators. The right to indemnification and advancement of expenses
conferred hereunder shall be a contract right which may not be modified
retroactively without the written consent of the director or officer and shall
not be deemed exclusive of any other rights to indemnification or advancement of
expenses such person may have or to which such person may be entitled.
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If a claim under this Article X is not paid in full by the corporation
within thirty days after a written claim has been received by the corporation,
the indemnitee may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit or in a suit brought by the corporation to recover advances, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such claim. In any action brought by the indemnitee to enforce a right
hereunder (other than an action brought to enforce a claim for expenses incurred
in defending any proceeding in advance of its final disposition where the
required undertaking has been tendered to the corporation) it shall be a defense
that, and in any action brought by the corporation to recover advances the
corporation shall be entitled to recover such advances if, the indemnitee has
not met the applicable standard of conduct set forth in the Michigan Business
Corporation Act. Neither the failure of the corporation (including its Board of
Directors, a committee of its Board of Directors, independent legal counsel, or
its shareholders) to have made a determination prior to the commencement of such
action that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Michigan Business Corporation Act, nor an actual determination by the
corporation (including its Board of Directors, a committee of its Board of
Directors, independent legal counsel or its shareholders) that the indemnitee
has not met such applicable standard of conduct, shall be a defense to an action
brought by the indemnitee or create a presumption that the indemnitee has not
met the applicable standard of conduct. In any action brought by the indemnitee
to enforce a right hereunder or by the corporation to recover payments by the
corporation of advances, the burden of proof shall be on the corporation.
ARTICLE XI
Notwithstanding any other provisions of these Articles of
Incorporation, no amendment to these Articles of Incorporation shall amend or
repeal any or all of the provisions of Articles VII, VIII, X or this Article XI
of these Articles of Incorporation, and the shareholders of the corporation
shall not have the right to amend or repeal any or all provisions of the Bylaws
of the corporation, unless so adopted by the affirmative vote of the holders of
not less than three-fourths of the outstanding shares of stock of the
corporation generally entitled to vote in the election of directors, considered
for purposes of this Article XI as a class; provided, however, that in the event
the Board of Directors of the corporation shall recommend to the shareholders
the adoption of any such amendment of a nature described in this Article XI, the
shareholders of record holding a majority of the outstanding shares of stock of
the corporation entitled to vote in elections of directors, considered for the
purposes of this Article XI as a class, may amend, modify or repeal any or all
of such provisions.
Signed this 14th day of January, 1998.
By: /s/ Steven C. Tyshka
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Steven C. Tyshka, Incorporator
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MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
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Date Received
MAR 26 1998 (FOR BUREAU USE ONLY)
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Name: Janice M. Thieleman c/o Dykema Gossett PLLC MAR 26 1998
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Address: 400 Renaissance Center Administrator
- ---------------------------------------------------- MI DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
City: Detroit State: Michigan Zip Code: 48243-1668 CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
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Document will be returned to the name and address you enter above
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT AND/OR NONPROFIT CORPORATIONS
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: Michigan Interface Systems, Inc.
2. The identification number assigned by the Bureau is: 508-822.
3. The location of the registered office is:
5855 Interface Drive Ann Arbor , Michigan 48103
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(Street Address) (City)
(ZIP Code)
4. Article III of the Articles of Incorporation is hereby amended
to read as follows:
The total number of shares of the capital stock which the corporation has
authority to issue is Twelve Million Five Hundred Thousand (12,500,000) shares
of common stock ("Common Stock").
Holders of Common Stock shall be entitled to receive such dividends as may
be declared by the Board of Directors of the Corporation from time to time and
in the event of any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, to receive pro rata all the remaining assets
of the Corporation available for distribution.
Holders of Common Stock shall have equal voting and other rights share for
share, and each holder of Common Stock is entitled to one vote per share.
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5. (For amendments adopted by unanimous consent of incorporators before the
first meeting of the board of directors of trustees.)
The foregoing amendments to the Articles of Incorporation was 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 or
Trustees.
Signed this day of , 19
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(Signature) (Signature)
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(Type or Print Name) (Type or Print Name)
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(Signature) (Signature)
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(Type or Print Name) (Type or Print Name)
6. (For profit corporations, and for nonprofit corporations whose articles
state the corporation is organized on a stock or on a membership basis.)
The foregoing amendment to the Articles of Incorporation was duly adopted
on the 15th day of January, 1998 by the shareholders if a profit
corporation, or by the shareholders or members if a nonprofit corporation
(check one of the following)
[ ] at a meeting. The necessary votes were case in favor of the
amendment.
[ ] by 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, or Section 407(1) of the Act if a profit corporation.
Written notice to shareholders or members 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] by written consent of all the shareholders or members
entitled to vote in accordance with section 407(3) of the Act if a
nonprofit corporation, or Section 407(2) of the Act if a profit
corporation.
Signed this 24th day of March , 19 98
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By: /s/ Robert A. Nero
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Robert A. Nero President
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(Type of Print Name) (Type or Print Name)
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MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
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Date Received
MAR 26 1998 (FOR BUREAU USE ONLY)
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- ------------------------------------------------------- FILED
Name: Janice M. Thieleman c/o Dykema Gossett PLLC MAR 27 1998
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Address: 400 Renaissance Center Administrator
- ------------------------------------------------------- MI DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
City: Detroit State: Michigan Zip Code: 48243-1668 CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
- ------------------------------------------------------ EFFECTIVE DATE: March 30, 1998
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Document will be returned to the name and address you enter above
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT AND/OR NONPROFIT CORPORATIONS
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: Michigan Interface Systems, Inc.
2. The identification number assigned by the Bureau is: 508-822.
3. The location of the registered office is:
5855 Interface Drive Ann Arbor ,Michigan 48103
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(Street Address) (City) (ZIP Code)
4. Article I of the Articles of Incorporation is hereby amended
to read as follows:
The name of the corporation is Interface Systems, Inc.
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Name Change to be effective on March 30, 1998.
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5. (For amendments adopted by unanimous consent of incorporators before the
first meeting of the board of directors of trustees.)
The foregoing amendments to the Articles of Incorporation was duly
adopted on the ______ day of _________________, 19 ___, in accordance
with the provisions of the Act by the
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unanimous consent of the incorporator(s) before the first meeting of the
Board of Directors or Trustees.
Signed this day of , 19
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(Signature) (Signature)
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(Type or Print Name) (Type or Print Name)
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(Signature) (Signature)
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(Type or Print Name) (Type or Print Name)
6. (For profit corporations, and for nonprofit corporations whose articles
state the corporation is organized on a stock or on a membership basis.)
The foregoing amendment to the Articles of Incorporation was duly adopted
on the 15th day of January , 19 98 by the
shareholders if a profit corporation, or by the shareholders or members
if a nonprofit corporation (check one of the following)
[ ] at a meeting. The necessary votes were case in favor of the
amendment.
[ ] by 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, or Section 407(1) of the Act if a profit corporation.
Written notice to shareholders or members 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] by written consent of all the shareholders or members
entitled to vote in accordance with section 407(3) of the Act if a
nonprofit corporation, or Section 407(2) of the Act if a profit
corporation.
Signed this 24th day of March , 19 98
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By: /s/ Robert A. Nero
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Robert A. Nero President
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(Type of Print Name) (Type or Print Name)