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EXHIBIT 3.7
CERTIFICATE OF CORRECTION
FILED TO CORRECT A CERTAIN ERROR IN
THE CERTIFICATE OF AMENDMENT
OF
Lear Corporation EEDS Interiors
FILED IN THE OFFICE OF
THE SECRETARY OF STATE OF DELAWARE
ON May 4,1999
Lear Corporation EEDS Interiors, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
1. The name of the corporation is Lear Corporation EEDS Interiors.
2. That a Certificate of Amendment was filed by the Secretary of State
of Delaware on May 4, 1999 and that said Certificate requires correction as
permitted by Section 103 of the General Corporation Law of the State of
Delaware.
3. The inaccuracy or defect of said Certificate to be corrected is as
follows:
The new name of the corporation was incorrectly set forth.
4. Article I of the Certificate is corrected to read as follows: The
name of the corporation is: Lear Corporation EEDS and Interiors.
IN WITNESS WHEREOF, said Lear Corporation EEDS Interiors has caused this
Certificate to be signed by Joseph F. McCarthy, its this Eighteenth day of May,
1999.
Lear Corporation EEDS Interiors
By Joseph F. McCarthy
----------------------------
Joseph F. McCarthy
Its Vice President and Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
United Technologies Automotive, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by the unanimous
written consent of its members, filed with the minutes of the Board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:
RESOLVED, that Article One to the Certificate of Incorporation of United
Technologies Automotive, Inc. be deleted and replaced in its entirety with
the following:
1. The name of the corporation is Lear Corporation EEDS Interiors
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation
Law of the State of Delaware.
IN WITNESS WHEREOF, said United Technologies Automotive, Inc. has caused
this certificate to be signed by Lawrence V. Mowell, its Vice President, this
4th day of May, 1999.
United Technologies
Automotive, Inc.
By Lawrence V. Mowell
------------------------
Vice President
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
UNITED TECHNOLOGIES AUTOMOTIVE GROUP INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY,
FIRST: That the Board of Directors of said Corporation, by the Written
Consent of its Sole Member, filed with the minutes of the board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said Corporation:
"RESOLVED, that it is proposed and deemed advisable that the Certificate of
Incorporation of the Corporation be amended by the sole stockholder so as
to change the FIRST Article thereof so that, as amended, said Article shall
be and read as follows:
FIRST: The name of the Corporation is UNITED TECHNOLOGIES
AUTOMOTIVE, INC."
SECOND: That the sole stockholder of the Corporation has given written
consent to said amendment in accordance with the provisions of Section 228 of
the General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation
Law of the State of Delaware.
IN WITNESS WHEREOF, said Corporation has caused this certificate to be
signed by Edward J. Rapetti, its President and attested by Jan J. Hoynacki, its
Secretary, this 8th day of September, 1983.
UNITED TECHNOLOGIES AUTOMOTIVE
GROUP INC.
Edward J. Rapetti
-------------------------------
Edward J. Rapetti, President
Attest:
Jan J. Hoynacki
- ---------------------------------
Jan J. Hoynacki, Secretary
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CERTIFICATE OF INCORPORATION
OF
UNITED TECHNOLOGIES AUTOMOTIVE GROUP INC.
* * * * *
1. The name of the corporation is UNITED TECHNOLOGIES AUTOMOTIVE GROUP INC.
2. The address of its registered office in the State of Delaware is No. 100
West Tenth Street, in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust
Company.
3. The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall have
authority to issue is one hundred (100) and the par value of each of such
shares is Ten Dollars ($10.00) amounting in the aggregate to One Thousand
Dollars ($1,000.00).
5A. The name and mailing address of the incorporator is as follows:
Name Mailing Address
---- ---------------
L.V. Mowell 5200 Auto Club Drive
Dearborn, Michigan 48126
5B. The name and mailing address of the person who is to serve as a director
until the first annual meeting of the stockholders or until a successor is
elected and qualified, is as follows:
Name Mailing Address
---- ---------------
Edward J. Rapetti 5200 Auto Club Drive
Dearborn, Michigan 48126