EXHIBIT 3.13
ARTICLES OF INCORPORATION
Executed by the undersigned for the purpose of forming a Wisconsin corporation
under the Wisconsin Business Corporation Law:
Article 1. The name of the corporation shall be
WELLS MFG. CORP.
Article 2. The period of existence of the corporation shall be
perpetual.
Article 3. The purposes of the corporation shall be as follows:
Section 1. To Engage in Metal Parts Manufacturing
Business. To manufacture, acquire (by purchase, exchange,
lease, hire or otherwise), sell at wholesale and retail, and
deal in automotive replacement parts and all other devices,
parts and things made of metal, and goods and articles of a
kindred character and the raw materials of which they are
made, and any and all supplies, tools, appliances and
machinery for using and making the same, or any part thereof,
and to engage in all allied and incidental lines of business.
Section 2. Capacity to Act. To have the capacity to
act possessed by natural persons, but to have authority to
perform only such acts as are necessary, convenient or
expedient to accomplish the purposes for which it is formed,
and such as are not repugnant to law.
Section 3. To Deal in Personal Property. To acquire
(by purchase, exchange, lease, hire or otherwise), hold,
mortgage, pledge, hypothecate, exchange, sell, deal in and
dispose of, alone or in syndicates or otherwise in conjunction
with others, commodities and other personal property of every
kind, character and description whatsoever and wheresoever
situated, and any interest therein.
Section 4. To Act as Agent. To act in any state in
which the Corporation is qualified to do business, as agent or
representative for any individual, association, corporation,
or legal entity, respecting business which the Corporation is
authorized to transact.
Section 5. To Make Contracts. To enter into, make,
perform and carry out, or cancel and rescind, contracts for
any lawful purposes pertaining to its business.
Section 6. To Deal in Patent Rights. To acquire (by
purchase, exchange, lease, hire or otherwise) hold, use, sell,
assign, lease and grant licenses or sublicenses in respect of,
pledge or otherwise dispose of, letters patent of the United
States or any foreign country, patent rights, licenses,
privileges, inventions, improvements, processes, copyrights,
trade-marks and trade names.
Section 7. To Deal in Good Will. To acquire (by
purchase, exchange, lease, hire or otherwise) all, or any
part, of the good will, rights, property and business of any
person, entity, partnership, association or corporation
heretofore or hereafter engaged in any business similar to any
business which the Corporation has power to conduct; to pay
for the same in cash or in stocks, bonds or other obligations
of the Corporation or otherwise; to hold, utilize and in any
manner dispose of the whole, or any part, of the rights and
property so acquired, and to assume in connection therewith
any liabilities of any such person, entity, partnership,
association or corporation, and conduct in any lawful manner
the whole, or any part, of the business thus acquired.
Section 8. To Execute Guaranties. To make any
guaranty respecting stocks, dividends, securities,
indebtedness, interest, contracts, or other obligations.
Section 9. To Enter into Partnerships. To enter into
any lawful arrangement for sharing profits, union of interest,
reciprocal association, or co-operative association with
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any corporation, association, partnership, individual, or
other legal entity, for the carrying on of any business which
the Corporation is authorized to carry on, or any business or
transaction deemed necessary, convenient, or incidental to
carrying out any of the purposes of the Corporation.
Section 10. To Raise Funds. To borrow or raise moneys
for any of the purposes of the Corporation and, from time to
time, without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of
exchange, warrants, bonds, debentures and other negotiable or
non-negotiable instruments and evidences of indebtedness, and
to secure the payment thereof, and the interest thereon, by
mortgage on, or pledge, conveyance, or assignment in trust of,
the whole, or any part, of the assets of the Corporation,
real, personal, or mixed, including contract rights, whether
at the time owned or thereafter acquired, and to sell, pledge,
or otherwise dispose of such securities or other obligations
of the Corporation for its corporate purposes.
Section 11. To Deal in its Own Securities. To acquire
(by purchase, exchange, lease, hire or otherwise), hold, sell,
transfer, reissue, or cancel the shares of its own capital
stock, or any securities or other obligations of the
Corporation, in the manner and to the extent now or hereafter
permitted by the laws of Wisconsin, except that the
Corporation shall not use its funds or other assets for the
purchase of its own shares of stock when such use would cause
any impairment of the capital of the Corporation, and except
that shares of its own capital stock beneficially owned by the
Corporation shall not be voted directly or indirectly.
Section 12. Rights, Privileges and Powers. Subject to
any limitations or restrictions imposed by law or by these
Articles of Incorporation, to have and exercise all the
general rights, privileges and powers specified in Section 3
of the Act.
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Section 13. General Clause. To do everything
necessary, proper, advisable, or convenient for the
accomplishment of any of the purposes, or the attainment of
any of the objects, or the furtherance of any of the powers
herein set forth, and to do every other act and thing
incidental thereto or connected therewith, which is not
forbidden by the laws of the State of Wisconsin, or by the
provisions of these Articles of Incorporation.
Section 14. Construction of Foregoing Sections. The
foregoing Sections shall be construed as purposes as well as
powers, and the matters expressed in each Section shall,
unless otherwise expressly provided, be in no-wise limited by
reference to, or inference from, the terms of any Section,
each of such Sections being regarded as creating independent
powers and purposes. The enumeration of specific powers and
purposes in any of such Sections shall not be construed as
limiting or restricting in any manner either the meaning of
general terms used in any of such Sections, or the scope of
the general powers of the Corporation created thereby; nor
shall the expression of one thing be deemed to exclude another
not expressed, although it be of like nature. The Corporation
shall not, however, carry on in any state, territory,
district, possession or country any business, or exercise any
powers, which a corporation organized under the laws thereof
could not carry on or exercise.
Section 15. Limiting Clause. Nothing in this Article
contained shall be construed to authorize the conduct by the
Corporation of rural loan and savings associations, credit
unions, or a banking, railroad, insurance, surety, trust, safe
deposit, mortgage guarantee, or building and loan business or
to authorize the Corporation to carry on the business of
receiving deposits of money, bullion, or foreign coins, or of
issuing bills, notes or other evidences of debt for
circulation as money.
Section 16. To Deal in Real Property. To engage
generally in the real estate business, as principal, agent,
broker, or in any other lawful
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capacity and generally to take, lease, purchase, or otherwise
acquire, and to own, use, hold, sell, convey, exchange, lease,
mortgage, work, clear, improve, develop, divide, and otherwise
handle, manage, operate, deal in and dispose of real estate,
real property, lands, houses, buildings or other works and any
interest or right therein; and take, lease, purchase or
otherwise acquire, and to own, use, hold, sell, convey,
exchange, hire, lease, pledge, mortgage, and otherwise handle,
and deal in and dispose of such personal property, chattels,
chattels real, rights, easements, privileges, choses in
action, notes, bonds, mortgages, and securities as may
lawfully be acquired, held, or disposed of.
To have all of the general powers granted to
corporations organized under the laws of the State of
Wisconsin whether granted by specific statutory authority or
by construction of law.
* * * * * * * * * * *
NO PAR
Article 4. The aggregate number of shares which the corporation shall
have authority to issue is Five Thousand (5,000), all of which are without par
value and are of the same class and are to be common shares.
* * * * * * * * * * *
Article 5. The Wisconsin registered agent of the corporation is
Prentice-Hall Corporation System, Inc., and the address of the *** in Wisconsin
is Prentice-Hall Corporation System, Inc., One West Main Street. Madison,
Wisconsin 53703.
* * * * * * * * * * *
GRANT PRE-EMPTIVE RIGHTS
Article 6. Each holder of any of the shares of the corporation shall be
entitled as of right to purchase or subscribe for any unissued or treasury
shares of any class of any additional shares of any class to be issued by reason
of any increase of the authorized number of shares of the corporation of any
class, or bonds, certificates of indebtedness, debentures or other securities
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convertible into shares of the corporation, or carrying any right to purchase
shares of any class, whether said unissued or treasury shares shall be issued
for cash, property, or any other lawful consideration, for a period of thirty
days, and after the expiration of said thirty days any such unissued or treasury
shares or such additional authorized issue of any shares or of other securities
convertible into shares, or carrying any right to purchase shares, may be issued
and disposed of pursuant to resolution of the Board of Directors to such
persons, firms, corporations or associations and upon such terms as may be
deemed advisable by the Board of Directors in the exercise of its discretion.
* * * * * * * * * * *
Article 7. The number of directors of the corporation, which shall be
not less than the number prescribed by the Wisconsin Business Corporation Law,
shall be fixed in the By-Laws.
The names and the addresses, including street and number, if any, of
the persons constituting the initial directors of the corporation are as
follows:
NAMES ADDRESSES
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Harry Lebensfeld 45 Rockefeller Plaza
New York, New York
Marvin Koenig 45 Rockefeller Plaza
New York, New York
Jack Koenig 45 Rockefeller Plaza
New York, New York
Article 8. The name and the address, including street and number, if
any, of the incorporator is:
NAMES ADDRESSES
----- ---------
Robert B. Gluckman 655 Madison Avenue
New York, New York
Article 9. These Articles may be amended in the manner authorized by
law.
Executed on the 9th day of May, 1969.
/s/ Robert B. Gluckman
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Robert B. Gluckman, Incorporator
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STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On the 9th day of May, 1969, before me personally came Robert B.
Gluckman, to me known and known to me to be the individual who executed the
foregoing instrument, and he acknowledged to me that he executed the same.
/s/ Kathleen Raftery
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Notary Public
Kathleen Raftery
Notary Public, State of New York
No. ***
Qualified in Brons County
*** in New York County
Commission Expires March 30, 1970
This document was drafted by Robert B. Gluckman
DFI/CCS/Corp
Form 4
WISCONSIN
7/96 [STAMP ILLEGIBLE]
ARTICLES OF AMENDMENT
STOCK (FOR PROFIT)
A. Name of Corporation Wells Mfg. Corp. 97 DEC 8 A8:00
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(prior to any change effected by this amendment)
Text of Amendment (Refer to the existing articles of incorporation and
instruction A. Determine those items to be changed and set forth below
the number identifying the paragraph being changed and how the amended
paragraph is to read.)
RESOLVED, THAT, the articles of incorporation be amended as follows:
Article 1. of the Articles of Incorporation is hereby amended
to read as follows:
Article 1. The name of the corporation shall be:
DEC 08 12:00PM
#. #
Wells Manufacturing Corp. 176862 DCORP 40 40.00
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[OKJA]
B. Amendment(s) adopted on December 1, 1997
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(date)
Indicate the method of adoption by checking the appropriate choice
below:
( ) In accordance with sec. 180.1002. Wis. Stats. (By the Board of
Directors)
OR
(x) In accordance with sec. 180.1003. Wis. Stats. (By the Board of
Directors and Shareholders)
OR
( ) In accordance with sec. 180.1005. Wis. Stats. (By
Incorporators or Board of Directors. before issuance of
shares)
C. Executed on behalf of the corporation on 12/1/97
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(date)
/s/ William A. Allen
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(signature)
William A. Allen
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(printed name)
President
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(officer's title)
D. This document was drafted by Attorney John A. St. Peter
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(name of individual required by law)
FILING FEE - $40.00 OR MORE
SEE REVERSE for Instructions, Suggestions, Filing Fees and Procedures
ARTICLES OF AMENDMENT
STOCK (FOR PROFIT)
$40.00 AP
STATE OF VISCONSIN
FILED
DEC 11 1997
DEPARTMENT OF
FINANCIAL INSTITUTIONS
Kenneth L. Brooks
Wells Manufacturing Corp. - Please indicate where you would like the
P.O. Box 70 acknowledgement copy of the filed document
Fond du Lac, WI 54936-0070 sent. Please include complete name and
mailing address.
Your phone number during the day (920) 922-5900
INSTRUCTIONS (Ref. sec. 180.1006 Wis. Stats. for document content)
Submit one original and one exact copy to Dept. of Financial
Institutions. P.O. Box 7846, Madison, Wisconsin 53707-7846. (If sent by Express
or Priority U.S. mail. address to 345 W. Washington Ave. 3rd Floor. Madison WI
53703). The original must include an original manual signature (sec.
180.0120(3)(c). Wis. Stats.). If you have any additional questions. please call
the Division of Corporate and Consumer Services at 608/266-3590.
A. State the name of the corporation (before any changes effected by this
amendment) and the text of the amendment(s). The text should recite the
resolution adopted (e.g.. "RESOLVED, THAT, Article 1 of the Articles of
Incorporation is hereby amended to read as follows. . . . etc. ")
If an amendment provides for an exchange, reclassification or
cancellation of issued shares, state the provisions for implementing
the amendment if not contained in the amendment itself.
B. Enter the date of adoption of the amendment(s). If there is more than
one amendment identify the date of adoption of each. Mark one of the
three choices to indicate the method of adoption of the amendment(s).
By Board of Directors - Refer to sec. 180.1002 Wis. Stats. for specific
information on the character of amendments that may be adopted by the
Board of Directors without shareholder action.
By Board of Directors and Shareholders - Amendments proposed by the
Board of Directors and adopted by shareholder approval. Voting
requirements differ with circumstances and provisions in the articles
of incorporation. See sec 180.1003 Wis Stats. for specific information.
By Incorporators or Board of Directors - Before issuance of shares -
See sec. 180.1005 Wis. Stats. for conditions attached to the adoption
of an amendment approved by a vote or consent of less than 2/3rds of
the shares subscribed for.
C. Enter the date of execution and the name and title of the person
signing the document. The document must be signed by one of the
following: An officer (or incorporator if directors have not yet been
elected) of the corporation or the fiduciary if the corporation is in
the hands of a receiver, trustee, or other court-appointed fiduciary.
At least one copy must bear an original manual signature.
D. If the document is executed in Wisconsin, sec. 182.01(3) Wis. Stats.
provides that it shall not be filed unless the name of the drafter
(either an individual or a governmental agency) is printed in a legible
manner. If document is NOT drafted in Wisconsin, please so state.
FILING FEES
Submit the document with a minimum filing fee of $40.00, payable to
DEPT. OF FINANCIAL INSTITUTIONS. If the amendment causes an increase in the
number of authorized shares, provide an additional fee of 1 cent for each new
authorized share. When the document has been filed, an acknowledgement copy
stamped "FILED" will be sent to the address indicated above.