EXHIBIT 3.26
ARTICLES OF INCORPORATION
OF
TOWER AUTOMOTIVE PLYMOUTH, INC.
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 Automotive Plymouth, 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 be 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, S.E., 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 any failure to take
any action as a director, except liability for any of the following: (a) the
amount of a 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 of 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 time 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
Any action required or permitted by the Michigan Business Corporation
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 sixty (60) days after the record date for determining
shareholders entitled to express consent to or to dissent from a proposal
without a meeting, written consents 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 the 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 consent shall be given to shareholders who have not
consented in writing.
ARTICLE VIII
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
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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 IX
The name and address of the Incorporator are as follows:
Peter G. Roth
P.O. Box 352
Grand Rapids, MI 49501-0352
The undersigned Incorporator has signed these Articles of Incorporation
this 20th day of September, 2000.
/s/ Peter G. Roth
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Peter G. Roth
Incorporator
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