EXHIBIT 3.7
Certificate Number 50550
STATE OF ILLINOIS
OFFICE OF THE SECRETARY OF STATE
[LOGO]
TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:
WHEREAS, Articles of Incorporation duly signed and verified of AIRTEX PRODUCTS,
INC. have been filed in the Office of the Secretary of State on the 20th day of
June A.D. 1960, as provided by "THE BUSINESS CORPORATION ACT" of Illinois, in
force July 13, A.D. 1933.
Now Therefore, I, CHARLES F. CARPENTIER, Secretary of State of the State of
Illinois, by virtue of the powers Vested in me by law do hereby issue this
certificate of incorporation and attach thereto a copy of the Articles of
Incorporation of the aforesaid corporation.
IN TESTIMONY WHEREOF, I hereto set my hand and cause to be affixed the
Great seal of the State of Illinois, Done at the City
of Springfield this 20th day of June A.D. 1960 and of
the Independence of the United States the one hundred
and 84th.
(SEAL)
/S/ CHARLES F. CARPENTIER
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SECRETARY OF STATE.
FORM B
BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ CAREFULLY THE
INSTRUCTIONS ON THE BACK THEREOF.
(THESE ARTICLES MUST BE FILED IN DUPLICATE)
STATE OF ILLINOIS,
Cook COUNTY }ss.
To CHARLES F.CARPENTIER, Secretary of State:
(Do not write in this space)
Date Paid 6-20-60
Initial License Fee $ .50
Franchise Tax $ 10.84
Filing Fee $ 20
Clerk
We, the undersigned,
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Name Number Street Address City State
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V. Marberry One N. LaSalle Street, Chicago 2, Illinois
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N. Crow One N. LaSalle Street, Chicago 2, Illinois
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M. A. Palmer One N. LaSalle Street, Chicago 2, Illinois
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being natural persons of the age of twenty-one years or more and subscribers to
the shares of the corporation to be organized pursuant hereto, for the purpose
of forming a corporation under "The Business Corporation Act" of the State of
Illinois, do hereby adopt the following Articles of Incorporation:
ARTICLE ONE
The name of the corporation is: Airtex Products, Inc.
ARTICLE TWO
The address of its initial registered office in the State of Illinois is: 208 S.
LaSalle Street, in the City of Chicago (4) (Zone) County of Cook and the name of
its initial Registered Agent at said address is: C T CORPORATION SYSTEM
ARTICLE THREE
The duration of the corporation is: Perpetual
PAID
JUN 20 1960
/S/ CHARLES F. CARPENTIER
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SECRETARY OF STATE.
ARTICLE FOUR
The purpose or purposes for which the corporation is organized are:
To manufacture, purchase or otherwise acquire, own, mortgage, pledge,
sell, assign and transfer, or otherwise dispose of, to invest, trade,
deal in and deal with goods, wares and merchandise and real and
personal property of every class and description.
ARTICLE FIVE
PARAGRAPH 1: The aggregate number of shares which the corporation is authorized
to issue is 1,000 divided into one classes. The designation of each class, the
number of shares of each class, and the par value, if any, of the shares of each
class, or a statement that the shares of any class are without par value, are as
follows:
Series Number of Par value per share or statement that shares
Class (If any) Shares are without par value
COMMON 1,000 $ 100.00
PARAGRAPH 2: The preferences, qualifications, limitations, restrictions and the
special or relative rights in respect of the shares of each class are:
NOT APPLICABLE
ARTICLE SIX
The class and number of shares which the corporation proposes to issue
without further report to the Secretary of State, and the consideration
(expressed in dollars) to be received by the corporation therefor, are:
Total consideration to be
Class of shares Number of shares received therefor:
COMMON 10 $ 1,000.00
$
$
$
$
ARTICLE SEVEN
The corporation will not commence business until at least one thousand
dollars has been received as consideration for the issuance of shares.
ARTICLE EIGHT
The number of directors to be elected at the first meeting of the
shareholders is: THREE
ARTICLE NINE
PARAGRAPH 1: It is estimated that the value of all property to be owned by the
corporation for the following year wherever located will be $1,000.00
PARAGRAPH 2: It is estimated that the value of the property to be located within
the State of Illinois during the following year will be $1,000.00
PARAGRAPH 3: It is estimated that the gross amount of business which will be
transacted by the corporation during the following year will be $5,000.00
PARAGRAPH 4: It is estimated that the gross amount of business which will be
transacted at or from places of business in the State of Illinois during the
following year will be $5,000.00
/s/ V. Marberry }
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/s/ N.Crow } Incorporators
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/s/ M. A. Palmer }
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OATH AND ACKNOWLEDGMENT
STATE OF ILLINOIS
Cook County} ss.
I, Marilyn Ellman, a Notary Public, do hereby certify that on the 1st
day of June, 1960, V. Marberry, N. Crow and M. A. Palmer (Names of
Incorporators) personally appeared before me and being first duly sworn by me
severally acknowledged that they signed the foregoing document in the respective
capacities therein set forth and declared that the statements therein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year above written.
/s/ Marilyn Ellman
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Notary Public
(Notarial Seal)
FORM B
ARTICLES OF INCORPORATION
AIRTEX PRODUCTS, INC.
The following fees are required to be paid at the time of issuing certificate of
incorporation: Filing fee, $20.00; Initial license fee of 50c per $1,000.00 or
1/20 of 1% of the amount of stated capital and paid-in surplus the corporation
proposes to issue without further report (Article Six); Franchise tax of 1/20 of
1% of the issued, as above noted. However, the minimum annual franchise tax is
$10.00 and varies monthly on $20,000 or less, as follows: January, $15;
February, $14.17; March, $13.34; April, $12.50; May, $11.67; June, $10.84; July,
$10.00; Aug., $9.17; Sept., $8.34; Oct., $7.50; Nov., $6.67; Dec., $5.84; (See
Sec. 133, BCA).
In excess of $20.000 the franchise tax per $1,000.00 is as follows: Jan., $0.75;
Feb., .7084; March, .6667; April, .625; May, .5834; June, .5417; July, .50;
Aug., .4584; Sept., .4167; Oct., .375; Nov., .3334; Dec., .2917.
All shares issued in excess of the amount mentioned in Article Six of this
application must be reported within 60 days from date of issuance thereof, and
franchise tax and license fee paid thereon; otherwise, the corporation is
subject to a penalty of 1% for each month on the amount until reported and
subject to a fine not to exceed $500.00.
The same fees are required for a subsequent issue of shares except the filing
fee is $1.00 instead of $20.00.
FILED
JUN 20 1960
/s/ Charles F. Carpentier
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Secretary of State.
Box 3999 No. 345280
ARTICLES OF INCORPORATION
of
AIRTEX PRODUCTS, INC.
Chicago
Number of Authorized Shares 1,000 pv
Duration perpatual years
FILED
JUN 20 1960
/s/ Charles F. Carpentier
Secretary of State.