EXHIBIT 3.7.1
ARTICLES OF INCORPORATION
OF
I. A. E. Incorporated
These Articles of Incorporation are signed by the incorporator for the
purpose of forming a profit corporation pursuant to the provisions of Act 284,
Public Acts of 1972, as amended, as follows:
ARTICLE I
The name of the corporation is I. A. E. Incorporated.
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 (the "Act").
ARTICLE III
The total number of authorized shares is fifty thousand (50,000) shares of
Common Stock.
ARTICLE IV
The corporation has only one class of stock.
ARTICLE V
The address and mailing address of the registered office is:
1400 N. Woodward Avenue, Suite 100
Bloomfield Hills, Michigan 48304
The name of the resident agent at the registered office is Jay L.
Kreindler.
ARTICLE VI
The name and address of the incorporator is as follows:
Name Residence or Business Address
Jay L. Kreindler 1400 N. Woodward Avenue, Suite 100
Bloomfield Hills, Michigan 48304
ARTICLE VII
The duration of the corporation is perpetual.
ARTICLE VIII
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director. However, this provision does not eliminate or limit the
liability of a director for any of the following:
(a) any breach of the director's duty of loyalty to the
corporation or its shareholders;
(b) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
(c) a violation of Section 551(1) of the Act;
(d) a transaction from which the director derived an improper
personal benefit; or
(e) an act or omission occurring prior to the date this
Article becomes effective.
Any repeal, amendment or other modification of this Article shall not
increase the liability or alleged liability of any director of the corporation
then existing with respect to any state of facts then or theretofore existing or
any action, suit or proceeding theretofore or thereafter brought or threatened
based in whole or in part upon any such state of facts. If the Act is
subsequently amended to authorize corporate action further eliminating or
limiting personal liability of directors, then the liability of directors shall
be eliminated or limited to the fullest extent permitted by the Act as so
amended.
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ARTICLE IX
Any action required or permitted by the Act, these Articles or the Bylaws
of the corporation 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 X
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 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.
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I, the sole incorporator, sign my name this 13th day of March, 1997.
/s/ Jay L. Kreindler
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Jay L. Kreindler
Prepared by, and after filing return to:
Jay L. Kreindler
Miller, Canfield, Paddock and Stone, P.L.C.
Post Office Box 2014
Bloomfield Hills, Michigan 48303-2014
(810) 645-5000
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