1
EXHIBIT 3.17
- --------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received (FOR BUREAU USE ONLY)
JUL. 21, 1999
- -------------------------
- -------------------------------------------------------
Name: 517-663-2525 Ref# 93888 Attn: Cheryl J. Bixby
-----------------------------------------------------
MICHIGAN RUNNER SERVICE EFFECTIVE DATE:
Address: P.O. Box 266
-----------------------------------------------------
City: Eaton Rapid State: MI Zip Code: 48827
-----------------------------------------------------
- --------------------------------------------------------------------------------
Document will be returned to the name and address you enter above
RESTATED ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATION
Pursuant to the provisions of Act 284, Public Acts of 1972, as amended, the
undersigned corporation executes the following Restated Articles of
Incorporation:
1. The present name of the corporation is: Active Tool & Manufacturing Co.,
Inc.
2. The identification number assigned by the Bureau is:
---------------
012204
---------------
3. All former names of the corporation are: Active Mobile-Home Corporation
Active Homes Corp.
4. The date of filing the original Articles of Incorporation was: July 1,
1960.
The following Restated Articles of Incorporation supersede the
Articles of Incorporation, as amended, and shall be the Articles of
Incorporation for the corporation:
ARTICLE I
NAME
The name of the corporation is ACTIVE TOOL & MANUFACTURING CO., INC.
2
ARTICLE II
The purpose or purposes for which the corporation is formed is to engage
in any activity within the purposes for which corporations may be formed under
the Business Corporation Act of Michigan.
ARTICLE III
1. The total authorized shares:
Common Shares 1,000 shares, $.01 per value
----------------------------
Preferred Shares
--------------------------
2. A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:
ARTICLE IV
1. The address of the registered office is 501 South Capital Avenue,
Suite 305, Lansing, Michigan 48933.
2. The mailing address of the registered office is 6303 28th Street,
S.E., Grand Rapids, Michigan 48933.
3. The name of the resident agent at the registered office is: National
Registered Agents, Inc.
ARTICLE V
When a compromise or arrangement, or a plan of reorganization of this
corporation is proposed between this corporation and its creditors or any class
of them or between this corporation and its shareholders or any class of them,
a court of equity jurisdiction within the state, on
2
3
application of this corporation or of any creditor or a shareholder thereof, or
an application of a receiver appointed for the corporation, may order a meeting
of the creditors or class of creditors or of the shareholders or class of
shareholders to be affected by the proposed compromise or arrangement or
reorganization, to be summoned in such manner as the court directs. If a
majority in number, representing 3/4 in value of the creditors or class of
creditors, or of the shareholders or class of shareholders to be affected by the
proposed compromise or arrangement or a reorganization, agree to a compromise or
arrangement or a reorganization of this corporation as a consequence of the
compromise or arrangement, the compromise or arrangement and the reorganization,
if sanctioned by the court to which the application has been made, shall be
binding on all the creditors or class of creditors, or on all the shareholders
or class of shareholders and also on this corporation.
ARTICLE VI
Any action required or permitted by the Act to be taken at an annual or
special meeting of shareholders may be taken without a meeting, without prior
notice, and without a vote, if consents in writing, setting forth the action so
taken, are signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take the action
at a meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or dissent from a
proposal without a meeting, written consents dated not more than 10 days before
the record date and signed by a sufficient number of shareholders to take the
action are delivered to the corporation. Delivery shall be to the corporation's
registered office, its principal place of business, or an officer or agent of
the corporation having custody of the minutes of the proceedings of its
shareholders. Delivery made to a corporation's registered office shall be by
hand or by certified or registered mail, return receipt requested.
Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to shareholders who would
have been entitled to notice of the shareholder meeting if the action had been
taken at a meeting and who have not consented in writing.
Signed this 29 day of July, 1999.
By: /s/
-------------------------------------
Title: President
----------------------------------
3
4
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES - CORPORATION, SECURITIES
AND LAND DEVELOPMENT BUREAU
Date Received (FOR BUREAU USE ONLY)
This document is effective on the date filed, unless
a subsequent effective date within 90 days after
received date is stated in the document.
- ----------------------------------------------
Name
Jolene L. Shellman
Varnum, Riddering Schmidt & Howlett, LLP
- ----------------------------------------------
Address
3533 N. 27th Street
- ----------------------------------------------
City State Zip Code
Milwaukee WI 53216 EXPIRATION DATE: DECEMBER 31, 2000
- ----------------------------------------------
Document will be returned to the name and
address you enter above.
If left blank document will be mailed to
the registered office.
CERTIFICATE OF ASSUMED NAME
FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
(PLEASE READ INFORMATION AND INSTRUCTIONS ON REVERSE SIDE)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:
- --------------------------------------------------------------------------------
1. The name of the corporation, limited partnership, or limited liability
company is:
Active Tool & Manufacturing Co., Inc.
- --------------------------------------------------------------------------------
2. The identification number assigned by the Bureau is: 012-204
- --------------------------------------------------------------------------------
3. The assumed name under which business is to be transacted is:
Tower Automotive - Clinton
- --------------------------------------------------------------------------------
4. This document is hereby signed as required by the Act.
- --------------------------------------------------------------------------------
COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.
Signed this 9th day of November, 1999
----- ---------
By: /s/
----------------------------------------------
(Signature)
Jeffry C. Kirston VP
----------------------------------------------
(Type or Print Name) (Type or Print Title)
-------------------------------------------------
(Limited Partnerships Only - Indicate Name of
General Partner If the General Partner is a
corporation or other entity)
5
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES - CORPORATION, SECURITIES
AND LAND DEVELOPMENT BUREAU
Date Received (FOR BUREAU USE ONLY)
This document is effective on the date filed, unless
a subsequent effective date within 90 days after
received date is stated in the document.
- ----------------------------------------------
Name
Jolene L. Shellman
Varnum, Riddering Schmidt & Howlett, LLP
- ----------------------------------------------
Address
3533 N. 27th Street
- ----------------------------------------------
City State Zip Code
Milwaukee WI 53216 EXPIRATION DATE: DECEMBER 31, 2004
- ----------------------------------------------
Document will be returned to the name and
address you enter above.
If left blank document will be mailed to
the registered office.
CERTIFICATE OF ASSUMED NAME
FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
(PLEASE READ INFORMATION AND INSTRUCTIONS ON REVERSE SIDE)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:
- --------------------------------------------------------------------------------
1. The name of the corporation,limited partnership, or limited liability
company is:
Active Tool & Manufacturing Co., Inc.
- --------------------------------------------------------------------------------
2. The identification number assigned by the Bureau is: 012-204
- --------------------------------------------------------------------------------
3. The assumed name under which business is to be transacted is:
Tower Automotive - Roseville
- --------------------------------------------------------------------------------
4. This document is hereby signed as required by the Act.
- --------------------------------------------------------------------------------
COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.
Signed this 9th day of November, 1999
----- ---------
By: /s/
----------------------------------------------
(Signature)
Jeffry C. Kirston VP
----------------------------------------------
(Type or Print Name) (Type or Print Title)
-------------------------------------------------
(Limited Partnerships Only - Indicate Name of
General Partner If the General Partner is a
corporation or other entity)
6
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES - CORPORATION, SECURITIES
AND LAND DEVELOPMENT BUREAU
Date Received (FOR BUREAU USE ONLY)
This document is effective on the date filed, unless
a subsequent effective date within 90 days after
received date is stated in the document.
- ----------------------------------------------
Name
Jolene L. Shellman
Varnum, Riddering Schmidt & Howlett, LLP
- ----------------------------------------------
Address
3533 N. 27th Street
- ----------------------------------------------
City State Zip Code
Milwaukee WI 53216 EXPIRATION DATE: DECEMBER 31, 2000
- ----------------------------------------------
Document will be returned to the name and
address you enter above.
If left blank document will be mailed to
the registered office.
CERTIFICATE OF ASSUMED NAME
FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
(PLEASE READ INFORMATION AND INSTRUCTIONS ON REVERSE SIDE)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213
Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:
- --------------------------------------------------------------------------------
1. The name of the corporation, limited partnership, or limited liability
company is:
Active Tool & Manufacturing Co., Inc.
- --------------------------------------------------------------------------------
2. The identification number assigned by the Bureau is: 012-204
- --------------------------------------------------------------------------------
3. The assumed name under which business is to be transacted is:
Tower Automotive - Elkton
- --------------------------------------------------------------------------------
4. This document is hereby signed as required by the Act.
- --------------------------------------------------------------------------------
COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.
Signed this 9th day of November, 1999
----- ---------
By: /s/
----------------------------------------------
(Signature)
Jeffry C. Kirston VP
----------------------------------------------
(Type or Print Name) (Type or Print Title)
-------------------------------------------------
(Limited Partnerships Only - Indicate Name of
General Partner If the General Partner is a
corporation or other entity)