ARTICLES OF INCORPORATION
of
CCEC ACQUISITION CORP.
an Arizona corporation
The undersigned persons have associated themselves for the purpose of
forming a corporation under the laws of Arizona and adopt the following Articles
of Incorporation.
1. Name. The name of this Corporation is:
CCEC ACQUISITION CORP.
2. Statutory Place of Business. The initial statutory place of business of
the Corporation shall be 401 West Baseline, Suite 204, Tempe, Arizona 85283
3. Purpose and Powers. This Corporation is organized for the transaction of
any and all lawful business for which corporations may be incorporated under the
laws of the Stale of Arizona, as they may be amended from time to time.
4. Initial Business. The general nature of the business proposed to be
transacted initially by the Corporation shall be as contractor and subcontractor
for seating products and components utilized in vehicles.
5. Capital Stock. The authorized capital stock of the Corporation shall be
10,000 shares of Common Stock, $.01 par value.
a. Consideration. Stock shall be issued when paid for in cash, past
services, real property or personal property and shall, when issued, be fully
paid for and forever nonassessable. The judgment of the Board of Directors as
to the value of any property contributed or services rendered in exchange for
stock shall be conclusive in the absence of fraud.
b. Voting Rights. Except with respect to the election of directors
where cumulative voting is required, the holders of the Common Stock shall be
entitled to one vote for each share held by them of record on the books of the
Corporation.
6. Statutory Agent. The Corporation appoints Tiffany & Hoffmann, P.A., 500
Dial Tower, 1850 North Central Avenue, Phoenix, Arizona 85004, its statutory
agent in and for the State of Arizona. This appointment may be revoked at any
time by the Board of Directors authorizing and directing the filing with the
Arizona Corporation Commission of a statement in accordance with A.R.S. Section
10-013(A) and (B).
7. Board of Directors. The number of directors of the Corporation shall be
not less than one (1) nor more than fifteen (15) and may be altered from time to
time as may be provided in the Bylaws. In case of any increase in the number of
directors, the additional directors may be elected by the directors or by the
shareholders at any annual or special meeting, as shall be provided in the
Bylaws.
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The initial Board of Directors shall consist of two persons, who shall
serve until his successor is qualified according to the Bylaws, and whose name
and address is:
Name Mailing Address
---- ---------------
Stanley P. Desjardins 10016 South 51st Street
Phoenix, Arizona 85044
Donald Townsend 401 West Baseline
Suite 204
Tempe, Arizona 85283
8. Incorporators. The names and addresses of the undersigned incorporators
are:
Name Mailing Address
---- ---------------
Donald Townsend 401 West Baseline
Suite 204
Tempe, Arizona 85283
Cora Yanacek 401 West Baseline
Suite 204
Tempe, Arizona 85283
All powers, duties and responsibilities of the incorporators in their
capacity as such shall cease at the time of delivery of these Articles of
Incorporation to the Arizona Corporation Commission for filing.
9. Director Conflicts of Interest. To the extent permitted and in
accordance with A.R.S. Section 10-041, no contract or other transaction between
the Corporation and one or more of its directors or any other corporation, firm,
association or entity in which one or more of its directors are directors or
officers or are financially interested, shall be either void or voidable because
of such relationship or interest or because such director or directors are
present at the meeting of the Board of Directors or a committee thereof which
authorizes, approves or ratifies such contract or transaction or because his or
their votes are counted for such purpose.
10. Elimination of Director Liability. The personal liability of the
directors shall be eliminated to the fullest extent permitted by the General
Corporation Law of Arizona. No director of the Corporation shall be liable to
the Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director. No amendment to or repeal of this Article shall apply to or
have any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.
11. Powers of the Board of Directors. All of the powers of this
Corporation, insofar as the same may lawfully be vested by these Articles of
Incorporation in the Board of Directors, are hereby conferred upon the Board of
Directors of this Corporation.
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IN WITNESS WHEREOF, the following incorporators have signed these Articles
of Incorporation on this 6th day of June, 1994.
/s/ Donald W. Townsend
----------------------------------------
DONALD W. TOWNSEND
/s/ Cora Yanacek
----------------------------------------
CORA YANACEK
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STATE OF ARIZONA
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF
COACH AND CAR EQUIPMENT CORPORATION
Pursuant to Section 10-058 et seq., including Section 10-061 of the Arizona
General Corporation Law, Coach and Car Equipment Corporation, an Arizona
corporation, hereby amends its Articles of Incorporation as follows:
FIRST, that the Articles of Incorporation of this corporation be amended to
read as follows:
"The name of the corporation is CCEC Capital Corp."
SECOND, that this amendment was adopted by the Board of Directors and sole
shareholder of Coach and Car Equipment Corporation pursuant to Sections 10-058
et seq. of the Arizona General corporation Law on September 30, 1999;
THIRD, that the shares outstanding and entitled to vote on the amendment
were 5,000 shares of common stock, and no other shares were entitled to vote as
a class or series;
FOURTH, that the number of shares voted for the amendment was 5,000, the
number of shares voted against was 0 and the number of shares that abstained
from voting was 0; and
FIFTH, that the amendment does not provide for an exchange,
reclassification, or cancellation of issued shares nor effect a change in the
amount of stated capital of Coach and Car Equipment Corporation.
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
CCEC ACQUISITION CORP.
Pursuant to Section 10-58 et seq. including Section 10-061 of the Arizona
General Corporation Law CCEC ACQUISITION CORP., an Arizona corporation, hereby
amends its Articles of Incorparation as follows:
FIRST: Article One of the Articles of Incorporation is hereby amended to read
as follows:
"The name of the corporation is Coach and Car Equipment
Corporation.
SECOND: This amendment was adopted by the board of directors and sole
shareholder of CCOC Acquisition Corp. pursuant to Sections 10-058 et
seq. of the Arizona General Corporation Law on July 5, 1994.
THIRD: The shares outstanding and entitled to vote on the amendment were
5,000 shares of Common Stock, and no other shares were entitled to
vote as a class or series.
FOURTH: The number of shares voted for the amendment was 5,000, the number of
shares Voted against was 0 and the number of shares that abstained
from voting was 0.
FIFTH: The amendment does not provide for an exchange, reclassification or
cancellation of shares nor effect a change in the amount of stated
capital of CCEC Acquisition Corp.
IN WITNESS WHEREOF, the undersigned officers hereby certify this 5th day
of July 5, 1994 the foregoing amendment has been duly adopted in accordance
with Sections 10-058 et seq. Arizona General Corporation Law.
By: /s/ Donald W. Townsend
------------------------------------------------
Donald W. Townsend, Executive Vice President
By: /s/ Cora Yanacek
------------------------------------------------
Cora Yanacek, Assistant Secretary
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