EXHIBIT 3.37
ARTICLES OF INCORPORATION
OF
TOWER AUTOMOTIVE TOOLING SERVICES 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 Services, 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, SE, Grand Rapids, Michigan 49506. The
name of the initial resident agent at the registered office is Daniel Webber.
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 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. A written consent shall
bear the date of signature of the shareholder who signs the consent. Written
consents are not effective to take the corporate action 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
dated not more than ten (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
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 written consent shall
be given to shareholders who would have been entitled to notice of the
shareholders meeting if the action had been taken at a meeting and who have not
consented to the action in writing. An electronic transmission consenting to an
action must comply with Section 407(3).
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
-2-
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.
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 27th day of February, 2002.
/s/ Peter G. Roth
--------------------
Peter G. Roth
Incorporator
-3-