EXHIBIT 3.21
ARTICLES OF INCORPORATION
OF
TOWER INTERNATIONAL HOLDINGS, INC.
A Michigan Corporation
Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned incorporator executes the following Articles:
ARTICLE I
The name of the corporation is Tower International Holdings, Inc.
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 he formed
under the Michigan Business Corporation Act.
ARTICLE III
The total authorized capital stock is 60,000 shares of a single class
of common stock. Each such share shall be equal to every other such share.
ARTICLE IV
The address of the initial registered office, which is the same as the
mailing address, is 5211 Cascade Road, SE, Grand Rapids, Michigan 49546. The
name of the initial resident agent at the registered office is Jeffrey Kersten.
ARTICLE V
A director of the corporation shall not be liable to the corporation or
its shareholders for money damages for any action taken or failure to take any
action as a director, except liability for any of the following: (a) the amount
of financial benefit received by a director to which he or she is not entitled;
(b) an intentional infliction of harm on the corporation or its shareholders;
(c) a violation of section 551 of the Michigan Business Corporation Act; or (d)
an intentional criminal act. In the event the Michigan Business Corporation Act
is amended after the approval by the shareholders of this Article to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Michigan Business
Corporation Act, as so amended. Any repeal., modification or adoption o f any
provision in these Articles of Incorporation inconsistent with
this Article shall not adversely affect any right or protection of a director of
the corporation existing at the lime of such repeal, modification or adoption.
ARTICLE VI
Directors and officers of the corporation shall be indemnified as of
right to the fullest extent now or hereafter permitted by the Michigan Business
Corporation Act (or other law) in connection with any actual or threatened
civil, criminal, administrative or investigative action, suit or proceeding
(whether formal or informal and whether brought by or in the name of the
corporation, a subsidiary or otherwise) arising out of: (a) any actual or
alleged act or omission at any time as a director or officer of the corporation,
a subsidiary, or any organization for which the person is serving at the request
of the corporation: or (b) their past, present or future status as a director or
officer of the corporation, a subsidiary, or any organization for which the
person is serving at the request of the corporation. Persons who are not
directors or officers of the corporation may be similarly indemnified in respect
of such service to the extent authorized at any time by the board of directors
of the corporation. The. provisions of this Article shall be applicable to
directors and officers who have ceased to render such service and shall inure to
the benefit of their heirs, executors, and administrators. The right of
indemnity provided herein shall not be exclusive, and the corporation may
provide indemnification to any person, by agreement or otherwise, on such terms
and conditions as the board of directors of the corporation may approve that are
not inconsistent with the Michigan Business Corporation Act (or other law).
ARTICLE VII
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 application of this
corporation or of a creditor or shareholder thereof, or on 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.
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ARTICLE VIII
The name and address of the Incorporator are as follows:
Michael G. Wooldridge
P.O. Box 352
Grand Rapids, MI 49501-0352
The undersigned Incorporator has signed these Articles of Incorporation
this 10th day of December, 1999.
/s/ Michael G. Wooldridge
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Michael G. Wooldridge
Incorporator
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