EXHIBIT 3.12
COMMONWEALTH OF PENNSYLVANIA
[LOGO]
DEPARTMENT OF STATE
TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:
WHEREAS, Under the provisions of the Business Corporation Law, approved the
5th day of May, Anno Domini one thousand nine hundred and thirty-three, P. L.
364, as amended, the Department of State is authorized and required to issue a
CERTIFICATE OF INCORPORATION
evidencing the incorporation of a business corporation organized under the terms
of that law, and
WHEREAS, The stipulations and conditions of that law have been fully
complied with by the persons desiring to incorporate as
NEAPCO INC.
THEREFORE, KNOW YE, That subject to the Constitution of this Commonwealth
and under the authority of the Business Corporation Law, I do by these presents,
which I have caused to be sealed with the Great Seal of the Commonwealth,
create, erect, and incorporate the incorporators of and the subscribers to the
shares of the proposed corporation named above, their associates and successors,
and also those who may thereafter become subscribers or holders of the shares of
such corporation, into a body politic and corporate in deed and in law by the
name chosen hereinbefore specified, which shall exist perpetually
and shall be invested with and have and enjoy all the powers,
privileges, and franchises incident to a business corporation and be subject to
all the duties, requirements, and restrictions specified and enjoined in and by
the Business Corporation Law and all other applicable laws of this Commonwealth.
GIVEN under my Hand and the Great Seal of the Commonwealth,
at the City of Harrisburg, this 21st day of December
in the year of our Lord one thousand nine hundred and
seventy seven and of the Commonwealth the two hundred
and second.
/s/ [ILLEGIBLE]
-----------------------------
Secretary of the Commonwealth
Filed this 21st day of
December 1977
Commonwealth of Pennsylvama
Department of State
/s/ [ILLEGIBLE]
Secretary of the Commonwealth 1d
(Box for Certification)
(Line for numbering)
618875
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
In compliance with the requirements of section 204 of the Business Corporation
Law act of May 5, 1933 *** P.S. Section 1204) the undersigned desiring to be
incorporated as a business corporation hereby *** certify) that:
The name of the corporation is:
NEAPCO INC.
The location and post office address of the initial registered office of the
corporation in this Commonwealth is
123 South Broad Street, Philadelphia, Pennsylvania 19109, c/o C T
Corporation System, County of Philadelphia.
The corporation is incorporated under the Business Corporation Law of the
Commonwealth of Pennsylvania for the following purpose or purposes:
To engage in any lawful activity for which corporations may be
organized under the Pennsylvania Business Corporation Law.
To engage in the sale and manufacture of agricultural, automotive,
truck and other parts and accessories.
The term for which the corporation is to exist is: Perpetual.
The aggregate number of shares which the corporation shall have authority to
issue is:
One Thousand (1,000) shares, Common Stock, at One-Cent (***.01) par
value each.
6 The names and post other addresses of each incorporators and the number and
class of shares subscribed by such incorporator
NAME ADDRESS NUMBER AND CLASS OF SHARES
***
Frank E. Hricko 240 North Third Street One Share Common
Harrisburg, Pa. 17101
IN TESTIMONY WHEREOF the incorporators has (have) signed and sealed these
Articles of Incorporation this 21st day of December 1977.
_________________________(SEAL) /s/ [ILLEGIBLE] (SEAL)
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____________________________(SEAL)
INSTRUCTIONS FOR COMPLETION OF FORM.
A. For general instructions relating to the incorporation of business
corporations see 19 Pa. Code Ch. 35 (relating to business corporations
generally). These instructions relate to such matters as corporate
name, stated purposes, term of existence, authorized share structure
and related authority of the board of directors, inclusion of names of
first directors in the Articles of Incorporation, optional provisions
on cumulative voting for election of directors, etc.
B. One or more corporations or natural persons of full age may
incorporate a business corporation.
C. Optional provisions required or authorized by law may be added as
Paragraphs 7, 8, 9...etc.
D. The following shall accompany this form:
(1) Three copies of Form DSCB:BCL--206 (Registry Statement Domestic
or Foreign Business Corporation).
(2) Any necessary copies of Form DSCB:17.2 (Consent to Appropriation
of Name) or Form DSCB:17.3 (Consent to Use of Similar Name).
(3) Any necessary governmental approvals.
E. BCL Section 205 (15 Pa. S. Section 1205) requires that the
incorporators shall advertise their intention to file or the
corporation shall advertise the filing of articles of incorporation
Proofs of publication of such advertising should not be delivered to
the Department, but should be filed with the minutes of the
corporation