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EXHIBIT 3.11
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CERTIFICATE OF INCORPORATION
OF
TOWER AUTOMOTIVE ACQUISITION, INC.
ARTICLE ONE
The name of the corporation is Tower Automotive Acquisition, Inc.
ARTICLE TWO
The address of the corporation's registered office in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle,
19805. The name of its registered agent at such address is Corporation Service
Company.
ARTICLE THREE
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 the State of Delaware.
ARTICLE FOUR
The total number of shares of capital stock which the Corporation has
authority to issue is 1,000 shares of Common Stock, par value $.01 per share.
[Sec. of State Stamp]
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ARTICLE FIVE
The name and mailing address of the sole incorporator are as follows:
NAME MAILING ADDRESS
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Joan D. Donovan 200 East Randolph Drive
Suite 5700
Chicago, Illinois 60601
ARTICLE SIX
The corporation is to have perpetual existence.
ARTICLE SEVEN
In furtherance and not in limitation of the powers conferred by statute,
the board of directors of the corporation is expressly authorized to make,
alter or repeal the by-laws of the corporation.
ARTICLE EIGHT
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws of the corporation may provide. The books of the
corporation may be kept outside the State of Delaware at such place or places
as may be designated from time to time by the board of directors or in the
by-laws of the corporation. Election of directors need not be by written ballot
unless the by-laws of the corporation so provide.
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ARTICLE NINE
To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a director of
this corporation shall not be liable to the corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director. Any repeal or
modification of this ARTICLE NINE shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
ARTICLE TEN
The corporation expressly elects not to be governed by Section 203 of the
General Corporation Law of the State of Delaware.
ARTICLE ELEVEN
The corporation reserves the right to amend, alter, change or repeal any
provision contained in this certificate of incorporation in the manner now or
hereafter prescribed herein and by the laws of the State of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this certificate, hereby declaring and
certifying that this is my act and deed and the facts stated herein are true,
and accordingly have hereunto set my hand on the 22nd day of January, 1997.
/s/ Joan D. Donovan
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Joan D. Donovan, Sole Incorporator
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CERTIFICATE OF AMENDMENT TO CERTIFICATE
OF INCORPORATION OF
TOWER AUTOMOTIVE ACQUISITION, INC.
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Adopted in accordance with
the provisions of Section 242 of
the General Corporation Law of
the State of Delaware
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The undersigned, being the Vice President and Secretary of Tower
Automotive Acquisition, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporations"), does hereby certify as follows:
1. That the Board of Directors of the Corporation pursuant to written
consent and in accordance with Section 141(f) and 242 of the General
Corporation Law of the State of Delaware, adopted the resolution set forth
below:
RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by deleting ARTICLE ONE thereof in its entirety and inserting in
its place ARTICLE ONE to read as follows:
"ONE. The name of the Corporation is Tower Automotive Products
Company, Inc."
2. That the sole stockholder of the Corporation, by written consent,
approved and adopted the amendment in accordance with Sections 228 and 242 of
the General Corporation law of the State of Delaware.
3. The foregoing amendment has been duly adopted pursuant to the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
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IN WITNESS WHEREOF, the undersigned, being the Vice President and
Secretary hereinabove named, for the purpose of amending the Certificate of
Incorporation of the Corporation pursuant to the General Corporation Law of the
State of Delaware, under penalties of perjury does hereby declare and certify
that this is the act and deed of the Corporation and the facts stated herein are
true, and accordingly has hereunto signed this Amendment to the Certificate of
Incorporation this 10th day of February, 1997.
/s/ Carl Nelson
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Carl Nelson