EXHIBIT 3.23
J. KENNETH BLACKWELL
Prescribed by J. Kenneth Blackwell
Please obtain fee amounts and mailing instructions from the Forms Inventory List
(using the 3-digit form # located at the bottom of this form). To obtain the
Forms Inventory List or for assistance, please call Customer Services:
Central Ohio (614) 466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453)
ARTICLES OF ORGANIZATION
(Under Section 1705.04 of the Ohio Revised Code)
Limited Liability Company
The undersigned, desiring to form a limited liability Company, under
Chapter 1705 of the Ohio Revised Code, do hereby state the following:
FIRST: The name of said limited liability company shall be:
Wingfoot Commercial Tire Systems, LLC
(the name must include the words "limited liability company",
"limited" Ltd.", "Ltd., "LLC", or "L.L.C.")
SECOND: This limited liability company shall exist for a period of
perpetual.
THIRD: The address to which interested persons may direct requests for
copies of any operating agreement and any bylaws of this limited
liability company is:
1144 East Market Street
Akron, Ohio 44316-0001
[ ] Please check this box if additional provisions are attached hereto
Provisions attached hereto are incorporated herein and made a part of these
articles of organization.
Page 1 of 3
J. KENNETH BLACKWELL
SECRETARY OF STATE
FOURTH: Purpose (optional)
IN WITNESS WHEREOF, we have hereunto subscribed our names on September 21, 2000
The Goodyear Tire & Rubber Company
Signed: /s/ Bertram Bell
------------------------
Name: Bertram Bell, Assistant Secretary
(If insufficient space for all signatures, please attach a separate sheet
containing additional signatures)
Page 2 of 3
J. KENNETH BLACKWELL
Prescribed by:
J. Kenneth Blackwell
Secretary of State
30 East Broad St. 14th Floor
Columbus, Ohio 43266-0418
ORIGINAL APPOINTMENT OF AGENT
(for limited liability company)
The undersigned, being at least a majority of the members of Wingfoot Commercial
Tire Systems, LLC, hereby appoint CT Corporation System to be the agent upon
whom any process, notice or demand required or permitted by statute to be serve
upon the limited liability company may be served. The complete address of the
agent is:
1300 East 9th Street
Cleveland, Ohio 44114
The Goodyear Tire & Rubber Company
By: /s/ Bertram Bell
---------------------
Name: Bertram Bell
ACCEPTANCE OF APPOINTMENT
The undersigned, named herein as the statutory agent for Wingfoot Commercial
Tire Systems, LLC hereby acknowledges and accepts the appointment of agent for
said limited liability Company.
CT Corporation System
/s/ Timothy Roberson
----------------------
Timothy Roberson
Spec. Asst. Sec.
Page 3 of 3
J. KENNETH BLACKWELL
Prescribed by:
J. Kenneth Blackwell
Secretary of State
30 East Broad St. 14th Floor
Columbus, Ohio 43266-0418
ORIGINAL APPOINTMENT OF AGENT
(for limited liability company)
The undersigned, being at least a majority of the members of Wingfoot Commercial
Tire Systems, LLC, hereby appoint CT Corporation System to be the agent upon
whom any process, notice or demand required or permitted by statute to be serve
upon the limited liability company may be served. The complete address of the
agent is:
1300 East 9th Street
Cleveland, Ohio 44114
The Goodyear Tire & Rubber Company
By: /s/ Bertram Bell
-------------------
Name: Bertram Bell
ACCEPTANCE OF APPOINTMENT
The undersigned, named herein as the statutory agent for Wingfoot Commercial
Tire Systems, LLC hereby acknowledges and accepts the appointment of agent for
said limited liability Company.
CT Corporation System
/s/ Timothy Roberson
---------------------------
Timothy Roberson
Spec. Asst. Sec.
Page 3 of 3
1182393 UNITED STATES OF AMERICA,
STATE OF OHIO,
OFFICE OF THE SECRETARY OF STATE
I, J. Kenneth Blackwell, Secretary of State of the State of Ohio, do hereby
certify that the foregoing is a true and correct copy, consisting of 4 pages, as
taken from the original record now in my official custody as Secretary of State.
WITNESS my hand and official seal at Columbus,
Ohio, this 29th day of March 2005 A.D
/s/ J. Kenneth Blackwell
------------------------
J. KENNETH BLACKWELL
Secretary of State
By: /s/ M. Mills
NOTICE: This is an official certification only when reproduced in red ink