Exhibit 3.2.1
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
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Date Received
MAR 15 1994
FILED
MAR 15 1994
Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau
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CORPORATION IDENTIFICATION NUMBER: 092-712
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ARTICLES OF INCORPORATION
OF
NUMATION, INC.
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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 Numation, Inc.
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 authorized shares is 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:
1450 N. Milford Road
Highland, MI 48357-4560
The name of the resident agent at the registered office is John
H. Welker.
SEAL APPEARS ONLY ON ORIGINAL
ARTICLE VI The name and address of the incorporator are as follows:
Name Residence or Business Address
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Linda M. Foster 150 West Jefferson
Suite 2500
Detroit, Michigan 48226
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 when 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.
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
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SEAL APPEARS ONLY ON ORIGINAL
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.
I, the sole incorporator, sign my name this 14th day of March, 1994.
/s/ Linda M. Foster
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Linda M. Foster
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SEAL APPEARS ONLY ON ORIGINAL
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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)
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Name Sally A. Hamby
Miller, Canfield, Paddock and Stone, PLC
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Address P.O. Box 2014
1400 North Woodward Ave., Suite 100
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City State Zip Code EFFECTIVE
Bloomfield Hills Michigan 48303-2014 DATE:
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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 Nonprofit Corporations
(Please read information and instructions on the last page)
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: NUMATION, INC.
2. The identification number assigned by the Bureau is: 092-712
3. The location of the registered office is:
1450 N. Milford Road Highland , Michigan 48357-4560
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(Street Address) (City) (Zip Code)
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4. Article III of the Articles of Incorporation is hereby amended to read as
follows:
The total authorized shares is 50,000 shares of common stock, consisting of
35,000 voting common shares without par value to be designated as Class A and
15,000 nonvoting common shares without par value to be designated as Class B.
Article IV of the Articles of Incorporation is hereby amended to read as
follows:
The corporation has two classes of common stock. Each class of shares shall
be identical in all respects, except that the nonvoting shares, designated
as Class B, shall carry no right to vote for the election of directors of
the Corporation, and no right to vote on any matter presented to the
shareholders for their vote or approval except only as the laws of this
state require that voting rights be granted to such nonvoting shares.
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5. (For amendments adopted by unanimous consent of incorporators before the
first meeting of the board of directors or trustees.)
The foregoing amendment 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 of Print Name)
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(Signature) (Signature)
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(Type or Print Name) (Type of Print Name)
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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 31st day of March, 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 cast 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 31st day of March, 1998
By /s/ John H. Welker
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(Signature of President, Vice-President,
Chairperson or Vice-Chairperson)
John H. Welker Chairperson
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(Type or Print Name) (Type or Print Title)
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7. (For a nonprofit corporation whose articles state the corporation is
organized on a directorship basis.)
The foregoing amendment to the Articles of Incorporation was duly adopted
on the ____ day of _______________, 19__, by the directors of a nonprofit
corporation whose articles of incorporation state it is organized on a
directorship basis (check one of the following)
[_] at a meeting. The necessary votes were cast in favor of the amendment.
[_] by written consent of all directors pursuant to Section 525 of the
Act.
Signed this ____ day of _______________, 19__
By
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(Signature of President, Vice-President,
Chairperson or Vice-Chairperson)
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(Type or Print Name) (Type or Print Title)
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