EXHIBIT 3.10
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
(FOR BUREAU USE ONLY) Date Received
Oct 19 1992
924E#3793 1020 DRG&FI $60.00
FILED
OCT 19 1992
Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau
EFFECTIVE DATE:
CORPORATION IDENTIFICATION NUMBER 275-019
ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read information and instructions on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned
corporation executes the following Articles:
ARTICLE I
The name of the corporation is:
FUEL FILTER TECHNOLOGIES, 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.
ARTICLE III
The total authorized shares:
1. Common Shares 60,000
Preferred Shares _______________________________________________________________
2. A statement of all or any of the relative rights, preferences and limitations
of the shares of each class is as follows:
Not Applicable.
ARTICLE IV
1. The address of the registered office is:
c/o THE CORPORATION COMPANY, 615 Griswold Street, Detroit, Michigan 48226
- --------------------------------------------------------- ------------
(Street Address) (City) (ZIP Code)
2. The mailing address of the registered office if different from the registered
office address:
_____________________________________________, Michigan ___________
(P.O. Box) (City) (ZIP Code)
3. The name of the resident agent at the registered office is: THE CORPORATION
COMPANY
ARTICLE V
The name(s) and address(es) of the incorporator(s) is (are) as follows:
Name Residence or Business Address
F.V. Villanueva 208 S. LaSalle Street
Chicago, IL 60604
________________________________________________________________________________
S.A. Bolda 208 S. LaSalle Street
Chicago, IL 60604
________________________________________________________________________________
J.M. Melson 208 S. LaSalle Street
Chicago, IL 60604
________________________________________________________________________________
________________________________________________________________________________
ARTICLE VI (OPTIONAL. DELETE IF NOT APPLICABLE)
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.
ARTICLE VII (OPTIONAL. DELETE IF NOT APPLICABLE)
Any action required or permitted by the Act 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 signed by a sufficient number of
shareholders to take the action are
ARTICLE VII (CONTINUED)
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 have not
consented in writing.
Use space below for additional Articles or for continuation of previous
Articles. Please identify any Article being continued or added. Attach
additional pages if needed.
ARTICLE VIII
The shareholders shall, upon the issue or sale of shares of stock of any class
(whether now or hereafter authorized), have the right, during such period of
time and on such conditions as the board of directors shall prescribe, to
subscribe to and purchase such shares at such price or prices as the board of
directors may from time to time fix and as may be permitted by law.
ARTICLE IX
At all elections of directors of the corporation, each stockholder shall be
entitled to as many votes as shall equal the number of votes which (except for
such provision as to cumulative voting) he would be entitled to cast for the
election of directors which respect to his shares of stock multiplied by the
number of directors to be elected by him, and he may cast all of such votes for
a single director or may distribute them among the number to be voted for, or
for any two or more of them as he may see fit.
ARTICLE X (See Attached Provisions)
I (We), the incorporator(s) sign my (our) name(s) this 16th day of October,
1992.
/s/ F.V. Villanueva
----------------------------------
F.V. Villanueva, Incorporator
/s/ J.M. Melson /s/ S.A. Bolda
- ----------------------------------- ----------------------------------
J.M. Melson, Incorporator S.A. Bolda, Incorporator
DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED IN THE BOX
BELOW. Include name, street and number (or P.O. box), city, state and ZIP code.
C T Corporation System
Att: F.V. Villanueva
208 S. LaSalle St.
Chicago, IL 60604
Name of person or organization remitting fees:
C T Corporation System
Chicago, Illinois
Preparer's name and business telephone number:
Ms. F.V. Villanueva
(800) 475-1212
INFORMATION AND INSTRUCTIONS
1. The articles of incorporation cannot be filed until this form, or a
comparable document, is submitted.
2. Submit one original copy of this document. Upon filing, a microfilm copy will
be prepared for the records of the Corporation and Securities Bureau. The
original copy will be returned to the address appearing in the box above as
evidence of filing.
Since this document must be microfilmed, it is important that the filing be
legible. Documents with poor black and white contrast, or otherwise illegible
, will be rejected.
3. This document is to be used pursuant to the provisions of Act 284, P.A. of
1972, by one or more persons for the purpose of forming a domestic profit
corporation.
4. Article I -- The corporate name of a domestic profit corporation is required
to contain one of the following words or abbreviations: "Corporation",
"Company", "Incorporated", "Limited", "Corp.", "Co.", "Inc.", or "Ltd.".
5. Article II -- State, in general terms, the character of the particular
business to be carried on. Under section 202(b) of the Act, it is sufficient
to state substantially, alone or without specifically enumerated purposes,
that the corporation may engage in any activity within the purposes for which
corporations may be formed under the Act. The Act requires, however, that
educational corporations state their specific purposes.
6. Article IV -- A post office box may not be designated as the address of the
registered office.
7. Article V -- The Act requires one or more incorporators. Educational
corporations are required to have three (3) incorporators. The address(es)
should include a street number and name (or other designation), city and
state.
8. The duration of the corporation should be stated in the articles only if the
duration is not perpetual.
9. This document is effective on the date approved and filed by the Bureau. A
later effective date, no more than 90 days after the date of delivery, may be
stated as an additional article.
10. The articles must be signed in ink by each incorporator. The names of the
incorporators as set out in article V should correspond with the signatures.
11. FEES: NONREFUNDABLE FEES (Make remittance payable to the State of Michigan.
Include corporation name and CID Number on check or money order)................ $ 10.00
Franchise fee: first 60,000 authorized shares or portion thereof................ $ 50.00
each additional 20,000 authorized shares or portion thereof...... $ 30.00
Total minimum fees.............................................................. $ 60.00
12. Mail form and fee to:
Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
6546 Mercantile Way
Lansing, Michigan 48909
Telephone: (517) 334-6302
Attachment
ARTICLE X
The corporation, by resolution of its Board of Directors, may indemnify a
person who was or is a party or is threatened to be made a party to a
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, against expenses, including attorneys' fees, and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action or
suit, if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation or its
shareholders. Indemnification shall not be made for a claim, issue, or matter in
which the person has been found liable to the corporation, except to the extent
authorized in Section 564c of the Michigan Business Corporation Act.