EXHIBIT 3.9
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
[SEAL OF JOIN Y BROWN III]
Pursuant to the laws of the Commonwealth of Kentucky, the undersigned
corporation executes the following Certificate of Amendment to the Articles of
Incorporation:
1. The present name of the corporation is: R.J. TOWER
CORPORATION
2. Article I of the Articles of Incorporation is hereby amended
to read as follows:
The name of the corporation is Tower Automotive Bardstown,
Inc.
3. The foregoing amendment to the Articles of Incorporation was
duly adopted on the 5th day of January, 2001, by written consent of all of the
shareholders entitled to vote.
4. R. J. Tower Corporation, a Michigan corporation, holder of all
of the 1,000 issued and outstanding shares of common stock of the corporation,
approved of the foregoing amendment on January 5, 2001.
Dated: January 11, 2001 /s/ Dugald Campbell
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Dugald Campbell
President
ARTICLES OF INCORPORATION
OF
R. J. TOWER CORPORATION,
a Kentucky corporation
The undersigned Incorporator, R.J. Tower corporation, a Michigan
corporation, executes these Articles of Incorporation for the purpose of forming
and hereby forms a corporation under the laws of the Commonwealth of Kentucky in
accordance with the following provisions:
ARTICLE I
Name
The name of the corporation is R. J. Tower Corporation.
ARTICLE II
Purposes
The purpose of the corporation is to engage in any or all business
enterprises for which corporations may be organised and which the Board of
Directors may does beneficial, profitable and in the best interests of the
corporation, and to do all other things deemed by the Board of Directors to be
necessary or desirable is connection with any of the corporation's businesses.
ARTICLE III
Powers
The corporation shall have all the powers conferred upon a corporation
organised under the provisions of Chapter 1713 of the Kentucky Revised Statutes
and shall have all powers necessary, proper, convenient or desirable in order to
fulfill and further the purposes of the corporation.
The corporation shall have the power to purchase shares of the stock of
the corporation to the extent of unreserved and unrestricted earned surplus and
capital surplus of the corporation.
ARTICLE IV
Duration
The corporation shall have perpetual existence.
ARTICLE V
Registered Office and Resident Agent
The registered office of the corporation in the Commonwealth of
Kentucky is Kentucky Home Life Building, Louisville, Kentucky 40202.
The registered agent at the same address is CT Corporation System.
ARTICLE VI
Principal Office
The address of the principal office of the corporation is 6303 28th
Street, S.E., Grand Rapids, Michigan 49546.
ARTICLE VII
Capital Stock
The total number of shares which may be issued by the corporation is
1,000 shares of common stock having no par value. Each shareholder is entitled
to one vote per share and may vote same as provided by law.
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ARTICLE VIII
Incorporators
The name and address of the Incorporator is R. J. Tower Corporation, a
Michigan corporation, 6303 28th Street, S.E., Grand Rapids, Michigan 49546.
ARTICLE IX
Directors
The business and affairs of the corporation are to be conducted by a
Board of Directors of not less than two (2) nor more than five(s) members, the
number to be set in the manner provided in the bylaws. The initial Board of
Directors of the Corporation shall consist of four (4) persons who shall serve
until the first Annual Meeting of Shareholders and until their successors are
elected and qualified. The names and addresses of said directors are as follows:
Dugald K. Campbell S.A. Johnson
6303 28th Street, S.E. 6303 28th Street, S.E.
Grand Rapids, Michigan 49546 Grand Rapids, Michigan 49546
Scott Rued Adrian VanderStarrs
6303 28th Street, S.E. 6303 28th Street, S.E.
Grand Rapids, Michigan 49546 Grand Rapids, Michigan 49546
ARTICLE X
Bylaws
The bylaws for the corporation shall be adopted and may be amended or
repealed by the Board of Directors, subject to repeal or change by action of the
shareholders.
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ARTICLE XI
Distributions from Capital Surplus
The Board of Directors shall have the power to distribute to
shareholders, from time to time, out of capital surplus, cash or other property
of the corporation.
ARTICLE IX
Limitation of Liability
A director shall not be liable to the corporation or its shareholders
for monetary damages for any act or omission constituting a breach of his duties
as a director unless such act or omission (1) is one in which the director has a
personal financial interest which is in conflict with the financial interests of
the corporation or its shareholders; (2) is not in good faith or involves
intentional misconduct or is known to the director to be a violation of law; (3)
is a vote for or assent to a distribution case in violation of these articles of
incorporation or which renders the corporation unable to pay its debts as they
become [ILLEGIBLE] in the usual course of business or which results in the
corporation's total liabilities exceeding its total assets; or (4) is a
transaction from which the director derived as improper personal benefit.
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SIGNED AND ACKNOWLEDGED by the Incorporator at
this 29th day of March, 1994.
R.J. TOWER CORPORATION, a
Michigan corporation
By : /s/ Dugald K. Campbell
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Dugald K. Campbell
President
STATE OF INDIANA )
) SS
COUNTY OF DELAB )
The foregoing instrument was acknowledged before as on March 29th, 1994
by Dugald K. Campbell, the President of R.J. Tower Corporation, a Michigan
Corporation, the within-named Incorporator.
My commission expires: 6-15-96.
/s/ Jaffrey L. Tumer
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Notary Public Jaffrey L. Tumer
President of Vekalb Co., Indiana
This instrument was prepared by:
/s/ Stephen D. Berger
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Stephen D. Berger
WYATT, TARRANT & COKES
Citizens Plaza
Louisville, Kentucky 40202
(502) 589-5235
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