EXHIBIT 3.8
Certificate Number 28856
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:
WHEREAS, Articles of Incorporation duly signed and verified of AIRTEX
AUTOMOTIVE CORPORATION have been filed in the Office of the Secretary of State
on the 17th day of May A.D. 1941, as provided by "THE BUSINESS CORPORATION ACT"
of Illinois, in force July 13, A.D. 1933.
Now Therefore, I, EDWARD J. HUGHES, 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 17th day of May A.D. 1941 and of
the Independence of the United States the one hundred
and 65th.
/s/ Edward J. Hughesh
---------------------
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, }
} ss.
Jayne COUNTY. }
To EDWARD J. HUGHES, Secretary of State:
We, the undersigned,
Address
Name Number Street City State
- --------------------------------------------------------------------------------
L.A. Blackburn, 405 West Center St., Fairfield, Illinois.
William Hurwitz, 414 Southeast 2nd St., Fairfield, Illinois.
Benjamin Frankel 408 W. Center Street., Fairfield, Illinois.
- --------------------------------------------------------------------
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 Automotive Corporation.
ARTICLE TWO
The address of its initial registered office in the State of Illinois is: 111 N.
W. 4th Street, Street, in the city of Fairfield County of Wayne and the name of
its initial Registered Agent at said address is: Benjamin Frankel.
ARTICLE THREE
The duration of the corporation is: perpetual.
ARTICLE FOUR
The purpose or purposes for which the corporation is organized are:
To conduct and carry on the business of
manufacturing, dealing in, selling and distributing,
automobile, motorcycle, aeroplane and motor boat
parts, tools, supplies, and accessories, electrical
parts, tools, supplies and accessories, and to
conduct and carry on the business of manufacturing,
dealing in, selling and distributing, all screw
machine parts, metal stampings, forgings, castings
and all other parts and articles manufactured from
metal.
ARTICLE FIVE
PARAGRAPH 1: The aggregate number of shares which the corporation is authorized
to issue is 100 divided into no 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 None 100 No par value.
PARAGRAPH 2: The preferences, qualifications, limitations, restrictions and the
special or relative rights in respect of the shares of each class are:
NONE
ARTICLE SIX
The class and number of shares to be issued by the corporation before
it shall commence business and the consideration (expressed in dollars) to be
received by the corporation therefor, are:
Class of shares Number of shares Consideration to be received therefor,
Common 100 $ 1000.00
$
$
$
$
ARTICLE SEVEN
The number of directors to be elected at the first meeting of the shareholders
is: three.
ARTICLE EIGHT
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 $1000.00
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 $1000.00
PARAGRAPH 3: It is estimated that the gross amount of business which will be
transacted by the corporation during the following year will be $200,000.00
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 $200,000.00
/s/ Authorized Person
-----------------------------}
/s/ Authorized Person
-----------------------------} Incorporators.
/s/ Authorized Person
-----------------------------}
OATH AND ACKNOWLEDGMENT
STATE OF ILLINOIS, }
} ss.
WAYNE County. }
I, Robert Sessel Brown, a Notary Public do hereby certify that on the
15th day of May 1 1941, L.A. Blackburn, William Hurwitz and Benjamin Frankel
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/ Robert Sessel Buown
-----------------------
Notary Public
FORM B
Box_________ File__________
================================================================================
FILED
MAY 17 1941
ARTICLES OF INCORPORATION
/s/ Edward J. Hughes
--------------------
Sec'y of State.
Airtex Automotive Corporation
The following fees are required to be paid at date of issuing certificate of
incorporation: Initial license fee of 50c per $1000.00; filing fee $20.00;
franchise tax of 1/20 of 1% of the amount of stated capital and paid-in surplus
which the corporation is to receive for the shares issued before it commences
business, provided for the issue of $20,000.00 or less the minimum franchise tax
is 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.
In excess of $20,000.00 the franchise tax per $1000.00 is as follows: Jan.,
$0.75; Feb., .709; March, .667; April, .625; May, .584; June, .542; July, .50;
Aug., .4583; Sept., .4167; Oct., .3749; Nov., .3333; Dec., .2916.
All stock issued in excess of the amount represented in the Articles of
Incorporation to be issued by the Corporation before it shall commence business
must be reported within 60 days from date of issuance thereof and franchise tax
and initial 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 stock except the filing fee
is $1.00 instead of $20.00.
Box 2704 No. 215769
================================================================================
ARTICLES OF INCORPORATION
of
AIRTEX AUTOMOTIVE CORPORATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Fairfield
================================================================================
Number of Authorized Shares 100 NPV
Duration perpetual years
FILED
MAY 17 1941
/s/ Edward J. Hughes
Sec'y of State.
-------------------------------
(Do not write in this space)
Date Paid 12-31-51
Initial License Fee $
Franchise Tax $
Filing Fee $***
Clerk ***
-------------------------------
(FILE IN DUPLICATE)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
AIRTEX AUTOMOTIVE CORPORATION
(Exact Corporate Name)
To EDWARD J. BARRETT
Secretary of State
Springfield, Illinois
The undersigned corporation, for the purpose of amending its Articles
of Incorporation and pursuant to the provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:
ARTICLE FIRST: The Name of the corporation is:
AIRTEX AUTOMOTIVE CORPORATION
ARTICLE SECOND: The following amendment or amendments were adopted in
the manner prescribed by "The Business Corporation Act" of the State of
Illinois:
THE NAME OF THE CORPORATION
SHALL BE AIRTEX PRODUCTS, INC.
PAID
DEC 31 1951
/s/ Edward J. Barrett
---------------------
secretary of state.
(Disregard separation into classes if class voting does not apply to the
amendment voted on.)
ARTICLE THIRD: The number of shares of the corporation outstanding at
the time of the adoption of said amendment or amendments was 100; and the number
of shares of each class entitled to vote as a class on the adoption of said
amendment or amendments, and the designation of each such class were as follows:
Class Number of Shares
Common 100
(Disregard separation into classes if class voting does not apply to the
amendment voted on.)
ARTICLE FOURTH: The number of shares voted for said amendment or
amendments was 100; and the number of shares voted against said amendment or
amendments was None. The number of shares of each class entitled to vote as a
class voted for and against said amendment or amendments, respectively, was:
Class Number of Shares Voted
Common For 100 Against None
(Disregard this Article where the amendments contain no such provisions.)
ARTICLE FIFTH: The manner in which the exchange, reclassification, or
cancellation of issued shares, or the reduction of the number of authorized
shares of any class below the number of issued shares of that class, provided
for said amendment or amendments, shall be effected, is as follows:
[SEAL]
(Disregard this Paragraph where amendments do not affect stated capital or
paid-in surplus.)
ARTICLE SIXTH: Paragraph 1: The manner in which said amendment or
amendments effecting a change in the amount of stated capital or the amount of
paid-in surplus, or both, is effected is as follows:
(Disregard this Paragraph where amendments do not affect stated capital or
paid-in surplus.)
Paragraph 2: The amounts of stated capital and of paid-in surplus as
changed by said amendment or amendments are as follows:
Before Amendment After Amendment
Stated capital..... $ $
Paid-in Surplus.... $ $
IN WITNESS WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be executed in its name by its__________ President, and
its corporate seal to be hereto affixed, attested by its__________ Secretary,
this 21st day of December, 1951.
AIRTEX AUTOMOTIVE CORPORATION
-----------------------------
(Exact Corporate Name)
PLACE
(CORPORATE SEAL) By /s/ Authorized Person
HERE -----------------------------
Its President
Attest:
/s/ Authorized Person
- ---------------------
Its Secretary
STATE OF ILLINOIS }
} ss.
COUNTY OF WAYNE }
I, DONALD A. LEVINE a Notary Public, do hereby certify that on the 21st
day of December 1951, Eugene V. Frankel personally appeared before me and, being
first duly sworn by me, acknowledged that he signed the foregoing document in
the capacity 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 before written.
/s/ Donald A. Levinel
---------------------
Notary Public.
PLACE
(NOTARIAL SEAL)
HERE
Box 2704 File 769
================================================================================
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
AIRTEX AUTOMOTIVE CORPORATION
CHANGE OF NAME
FILED
DEC 31 1951
/s/ Edward J. Barrett
---------------------
Sec'y of State.
FILE IN DUPLICATE
Filing Fee $20.00
================================================================================
Certificate Number ***
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:
WHEREAS, Articles of amendment to the Articles of Incorporation duly signed and
verified of AIRTEX PRODUCTS, INC. have been filed in the Office of the Secretary
of State on the 25th day of September A.D. 1952, as provided by "THE BUSINESS
CORPORATION ACT" of Illinois, in force July 13, A.D. 1933.
Now therefore, I, EDWARD J. BARRETT, Secretary of State of the State of
Illinois, by virtue of the powers vested in me by law, do hereby issue this
certificate of amendment and attach thereto a copy of the Articles of Amendment
to the Articles of Incorporation of the aforesaid corporation.
[SEAL]
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 25th day of
September A.D. 1952 and of the Independence of the United States the one hundred
and 77th.
/s/ Edward J. Barrett
- -----------------------
SECRETARY OF STATE.
------------------------------
(Do not write in this space)
Date Paid 9-25-52
Initial License Fee $
Franchise Tax $
Filing Fee $ 20
Clerk ***
------------------------------
(FILE IN DUPLICATE)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
AIRTEX PRODUCTS, INC.
(Exact Corporate Name)
To EDWARD J. BARRETT
Secretary of State
Springfield, Illinois
The undersigned corporation, for the purpose of amending its Articles
of Incorporation and pursuant to the provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:
ARTICLE FIRST: The Name of the corporation is:
AIRTEX PRODUCTS, INC.
ARTICLE SECOND: The following amendment or amendments were
adopted in the manner prescribed by "The Business Corporation Act" of
the State of Illinois:
RESOLVED that the Articles of Incorporation of this corporation as
amended be further amended by changing the name of this corporation from Airtex
Products. Inc. to Chefford Master Manufacturing Co. Inc. ***
PAID
SEP 25 1952
/s/ Edward J. Barrett
---------------------
Secretary of State.
(Disregard separation into classes if class voting does not apply to the
amendment voted on.)
ARTICLE THIRD: The number of shares of the corporation outstanding at
the time of the adoption of said amendment or amendments was 100; and the number
of shares of each class entitled to vote as a class on the adoption of said
amendment or amendments, and the designation of each such class were as follows:
Class Number of Shares
(Disregard separation into classes if class voting does not apply to the
amendment voted on.)
ARTICLE FOURTH: The number of shares voted for said amendment or
amendments was 100; and the number of shares voted against said amendment or
amendments was None. The number of shares of each class entitled to vote as a
class voted for and against said amendment or amendments, respectively, was:
Class Number of Shares Voted
For Against
(Disregard this Article where the amendments contain no such provisions.)
ARTICLE FIFTH: The manner in which the exchange, reclassification, or
cancellation of issued shares, or the reduction of the number of authorized
shares of any class below the number of issued shares of that class, provided
for said amendment or amendments, shall be effected, is as follows:
[SEAL]
(Disregard this Paragraph where amendments do not affect stated capital or
paid-in surplus.)
ARTICLE SIXTH: Paragraph 1: The manner in which said amendment or
amendments effecting a change in the amount of stated capital or the amount of
paid-in surplus, or both, is effected is as follows:
(Disregard this Paragraph where amendments do not affect stated capital or
paid-in surplus.)
Paragraph 2: The amounts of stated capital and of paid-in surplus as
changed by said amendment or amendments are as follows:
Before Amendment After Amendment
Stated capital...... $ $
Paid-in Surplus..... $ $
IN WITNESS WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be executed in its name by its_______ President, and
its corporate seal to be hereto affixed, attested by its *** 8th day of
September, 1952
AIRTEX PRODUCTS, INC.
----------------------
(Exact Corporate Name)
PLACE
***ORATE SEAL) By /s/ Authorized Person
HERE ---------------------
Its President
/s/ Authorized Person
- ---------------------
Its Secretary
STATE OF Illinois }
} ss.
COUNTY OF Wayne }
I, Donald A. Levine a Notary Public, do hereby certify that on the 8
day of September 1952, *** personally appeared before me and, being first duly
sworn by me, acknowledged that he signed the foregoing document in the capacity
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 before written.
/s/ Donald A. Levine
--------------------
Notary Public.
PLACE
(NOTARIAL SEAL)
HERE
Box 270*** File 769
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
AIRTEX PRODUCTS INC.
CHANGE OF NAME
FILED
SEP 25 1952
/s/ Edward J. Barrett
Sec'y of State
FILE IN DUPLICATE
Filing Fee $20.00