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EXHIBIT 3.17
STATE OF MICHIGAN
CORPORATION AND SECURITIES COMMISSION
LANSING, MICHIGAN
ARTICLES OF INCORPORATION
These Articles of Incorporation are signed and acknowledged by the incorporators
for the purpose of forming a corporation for profit under the provisions of Act
No. 327 of the Public Acts of 1931, as amended, as follows:
ARTICLE I.
The name of the corporation is HANS SICKINGER CO.
ARTICLE II.
The purpose or purposes for which the corporation is formed are as follows:
To engage in any kind of commercial, mercantile or
manufacturing enterprise, as principal or as agent for others; to buy, sell,
lease, import, export, license, sub-license, manufacture, warehouse, fabricate,
service or generally trade in machinery or parts and merchandise of every nature
and description and to do any and all acts and things necessary to carry on any
of the foregoing activities.
In general to carry on any business in connection therewith and incident thereto
not forbidden by the laws of the State of Michigan and with all the powers
conferred upon corporations by the laws of the State of Michigan.
ARTICLE III.
Location of the first registered office is: 1071 Stratford Lane, Bloomfield
Hills (City), Oakland (County), Michigan
Post office address of the first registered office is: 1071 Stratford Lane,
Bloomfield Hills, Michigan
ARTICLE IV.
The name of the first resident agent is Albert E. Sickinger
ARTICLE V.
The total authorized capital stock is
(1) {Preferred shs. 2,700 } {Par Value $ 100.00 }
{Common shs. 300 } {Par Value $ 100.00 } per share
{Preferred None } {Book Value $___________________}
(2) and/or shs. of {Common: None } no par value {Price fixed for sale$ None } per share
{Book Value $ None }
{Price fixed for sale $_________}
(3) A statement of all or any of the designations and the powers, preferences
and rights, and the qualifications, limitations or restrictions thereof is as
follows:
The above common shares shall have equal voting powers, rights
and privileges; however, the holders
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of said shares waive their preemptive rights to the purchase and issuance of the
above common and preferred shares or any subsequent authorized common or
preferred shares. The Preferred Stock shall be non-voting and non-cumulative;
when earned surplus is available in any annual period, it may be paid a
dividend, but no more than 6% in any annual period. In relation to the common
stock, it shall be preferred as to both dividends and assets. In the discretion
of the Company, said preferred stock may be redeemed at any time after two years
from date of issuance, by payment of the par value of said stock at the time of
redemption.
ARTICLE VI.
The names and places of residence or business of each of the incorporators and
the number and class of shares subscribed for by each are as follows: (Statute
requires one or more incorporators)
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Name Residence or Number of Shares
Business Address
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(No.) (Street) (City) (State) Par Stock Non-Par Stock
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Common Preferred Common Preferred
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Hans Sickinger, 116 Endicott Road, Bloomfield Hills, 11 None None None
Michigan
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Albert E. Sickinger, 1071 Stratford Lane, Bloomfield 10 None None None
Hills, Michigan
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ARTICLE VII.
The names and addresses of the first board of directors are as follows (Statute
requires at least three directors):
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Name Residence or Business Address
(No.) (Street) (City) (State)
Hans Sickinger 116 Endicott Road, Bloomfield Hills, Michigan
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Albert E. Sickinger 1071 Stratford Lane, "
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James R. Jenkins 801 Pontiac State Bank Bldg., Pontiac, Michigan
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ARTICLE VIII.
The term of the corporate existence is thirty years.
ARTICLE IX.
Whenever a compromise or arrangement or any plan of reorganization of this
corporation is proposed between this corporation and its creditors or any class
of them and/or between the corporation and its shareholders or any class of
them, any court of equity jurisdiction within the State of Michigan, may on the
application of this corporation or of any creditor or any shareholder thereof,
or on the application of any receiver or receivers appointed for this
corporation, order a meeting of the creditors or class of creditors, and/or of
the shareholders or class of shareholders, as the case may be, to be affected by
the proposed compromise or arrangement or reorganization, to be summoned in such
manner as said court directs. If a majority in number representing three-fourths
in value of the creditors or class of creditors, and/or of the shareholders or
class of shareholders, as the case may be, to be affected by the proposed
compromise or arrangement or reorganization, agree to any compromise or
arrangement or to any reogoranization of this corporation as a consequence of
such compromise or
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arrangement, said compromise or arrangement and said reorganization shall, if
sanctioned by the court to which the said application has been made, be binding
on all the creditors or class of creditors, and/or on all the shareholders or
class of shareholders, as the case may be, and also on this corporation.
We, the incorporators, sign our names this 1st day of July, 1963.
/s/ HANS SICKINGER
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/s/ ALBERT E. SICKINGER
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STATE OF MICHIGAN } ss.
COUNTY OF WAYNE }
On this 1st day of July, 1963, Before me personally appeared Hans Sickinger and
Albert E. Sickinger to me known to be the persons described in and who executed
the foregoing instrument, and acknowledged that they executed the same as their
free act and deed.
/s/ CHRISTINE M. ANDERSON
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(Signature of Notary)
Christine M. Anderson
(Print or type name of Notary)
Notary Public for Wayne County, State of Michigan
My commission expires Oct. 15, 1963
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CERTIFIED RESOLUTION OF CHANGE OF REGISTERED OFFICE
I, Albert E. Sickinger, Secretary of HANS SICKINGER CO. do hereby
certify that the following is a true and correct copy of the resolution adopted
by the board of directors of said corporation at a meeting called and held on
the 1st day of March, 1966:
"RESOLVED, that the location of the registered office of HANS SICKINGER
CO. within the State of Michigan is changed from 1071 Stratford Lane, Bloomfield
Hills, 48013 (Zone) , County of Oakland, Michigan, to 576 So. Telegraph Road,
Pontiac, 48053 (Zone), County of Oakland, Michigan."
Signed on 18th May, 1966
/s/ ALBERT E. SICKINGER
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CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
Pursuant to the provisions of Act 284, Public Acts of 1972, as amended
(profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporation),
the undersigned corporation executes the following Certificate:
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1. The present name of the corporation is: HANS SICKINGER CO.
2. The corporation identification number (CID) assigned by the Bureau is:
[1] [3] [1] [-] [7] [8] [6]
3. The location of its registered office is:
2266 Franklin Road, Bloomfield Hills , Michigan 48013
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(Street Address) (City) (Zip Code)
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4. Article I of the Articles of Incorporation is hereby amended to read as
follows:
The name of the corporation is Sickinger Company.
Article III of the Articles of Incorporation is hereby amended to read as
follows:
The location of its registered office is 3275 Lapeer Road, Auburn
Hills, Michigan 48057.
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5. The foregoing amendment to the Articles of Incorporation was duly adopted
on the 17th day of January, 1986. The amendment 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.
Signed this 16 day of June, 1986
By /s/ ALBERT E. SICKINGER
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Albert E. Sickinger, President & Secretary
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CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
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:
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1. The present name of the corporation is: Sickinger Company
2. The corporation identification number (CID) assigned by the Bureau is:
[1] [3] [1] [-] [7] [8] [6]
3. The location of its registered office is:
3275 Lapeer, P.O. Box 215230, Auburn Hills Michigan 48321
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(Street Address) (City) (Zip Code)
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4. Article V of the Articles of Incorporation is hereby amended to read as
follows: The total authorized capital stock is 300 shares of common stock,
par value $100.00 per share.
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5. The foregoing amendment to the Articles of Incorporation was duly
adopted on the 15th day of June, 1990. The amendment 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 24 day of January, 1992
By /s/ ALBERT E. SICKINGER
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Albert E. Sickinger, President
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CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
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:
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1. The present name of the corporation is: Sickinger Company
2. The corporation identification number (CID) assigned by the Bureau is:
[1] [3] [1] [-] [7] [8] [6]
3. The location of its registered office is:
3275 Lapeer, P.O. Box 215230 Auburn Hills , Michigan 48321
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(Street Address) (City) (Zip Code)
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4. Article VIII of the Articles of Incorporation is hereby amended to read as
follows:
The term of the Corporate existence is perpetual.
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5. The foregoing amendment to the Articles of Incorporation was duly
adopted on the 20th day of April, 1992. The amendment 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 20 day of April, 1992
By /s/ ALBERT E. SICKINGER
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Albert E. Sickinger, President
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