EXHIBIT 3.39
ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read instructions and Paperwork Reduction Act notice on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972, as amended,
the undersigned corporation executes the following Articles:
ARTICLE I
The name of the corporation is:
Charterhouse Acquisition Corporation
ARTICLE II
The purpose or purposes for which the corporation is organized is to engage in
any activity within the purposes for which corporations may be organized under
the Business Corporation Act of Michigan.
ARTICLE III
The total authorized capital stock is:
1. Common Shares 1000 Par Value Per Share $.01
Preferred Shares n/a Par Value Per Share $n/a
and/or shares without par value as follows:
2. Common Shares n/a Stated Value Per Share $n/a
Preferred Shares n/a Stated Value Per Share $n/a
3. A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:
ARTICLE IV
1. The address of the registered office is:
100 Renaissance Center, Suite 3600 Detroit Michigan 48243
(Street Address) (City) State/Zip
2. The mailing address of the registered office if different than above:
(same) ____________________ ______________
(P.O. Box) (City) State/Zip
3. The name of the resident agent at the registered office is: Michael B.
Staebler, Esq.
ARTICLE V
The name(s) and address(es) of the incorporator(s) is (are) as follows:
Name Residence or Business Address
Elaine E. Black 100 Renaissance Center, Suite 3600
Detroit, Michigan 48243
ARTICLE VI (OPTIONAL. DELETE IF NOT APPLICABLE)
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.
ARTICLE VII (OPTIONAL, DELETE IF NOT APPLICABLE)
Any action required or permitted by the 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 a consent in writing, setting forth the action so taken, is
signed by the holders of outstanding stock 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 thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who have not
consented in writing.
Use space below for additional Articles or for continuation of previous
Articles. Please identify any Article being continued or added. Attach
additional pages if needed.
Article VIII. To the fullest extent that the Michigan Business
Corporation Act, as the same exists or may hereafter be amended,
permits elimination or limitation of the liability of directors, no
director of the corporation shall be liable to the corporation or its
stockholders for monetary damages for breach of the director's
fiduciary duty.
I (We), the incorporator(s) sign my (our) name(s) this 15th day of June, 1987.
/s/ Elaine E. Black
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DOCUMENT WILL BE RETURNED TO NAME AND Name of person or organization
MAILING ADDRESS INDICATED IN THE BOX remitting fees:
BELOW. Include name, street and number Pepper, Hamilton & Scheetz
(or P.O. Box), city, state and ZIP code.
Preparer's name and business
telephone number:
Elaine E. Black Elaine E. Black
36th Floor (313) 259-7110
100 Renaissance Center
Detroit, Michigan 48243
INFORMATION AND INSTRUCTIONS
1. This form is issued under the authority of Act 284, P.A. of 1972, as
amended. The articles of incorporation cannot be filed until this form, or
a comparable document, is submitted.
2. Submit one original copy of this document. Upon filing, a microfilm copy
will be prepared for the records of the Corporation and Securities Bureau.
The original copy will be returned to the address appearing in the box
above as evidence of filing.
Since this document must be microfilmed, it is important that the filing be
legible. Documents with poor black and white contrast, or otherwise
illegible, will be rejected.
3. This document is to be used pursuant to the provisions of Act 284, P.A. of
1972, by one or more persons for the purpose of forming a domestic profit
corporation.
4. Article I - The corporate name of a domestic profit corporation is required
to contain one of the following words or abbreviations: "Corporation,"
"Company," "Incorporated," "Limited," "Corp.," "Co.," "Inc.," or Ltd."
5. Article II - State in general terms, the character of the particular
business to be carried on. Under section 202(b) of the Act, it is
sufficient to state substantially, alone or without specifically enumerated
purposes, that the corporation may engage in any activity within the
purposes for which corporations may be organized under the Act. The Act
requires, however, that educational corporations state their specific
purposes.
6. Article III (2) - The Act requires the incorporators of a domestic
corporation having shares without par value to submit in writing the amount
of consideration proposed to be received for each share which shall be
allocated to stated capital. Such stated value may be indicated either in
item 2 of article III or in a written statement accompanying the articles
of incorporation.
7. Article IV - A post office box may not be designated as the address of the
registered office.
8. Article V - The Act requires one or more incorporators. The address(es)
should include a street number and name (or other designation), city and
state.
9. The duration of the corporation should be stated in the articles only if
the duration is not perpetual.
10. This document is effective on the date approved and filed by the Bureau. A
later effective date, no more than 90 days after the date of delivery, may
be stated as an additional article.
11. The articles must be signed in ink by each incorporator. The names of the
incorporators as set out in article V should correspond with the
signatures.
12. FEES: Filing fee........................................................... $10.00
Franchise fee -1/2 mill (.005) on each dollar of authorized
capital stock, with a minimum franchise fee of....................... $25.00
Total minimum fees (Make remittance payable to State of Michigan).... $35.00
13. Mail form and fee to:
Michigan Department of Commerce, Corporation and Securities Bureau,
Corporation Division, P.O. Box 30054, Lansing, MI 48909, Telephone:
(517) 334-6302
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
FILED: June 16, 1987
EFFECTIVE DATE:
CORPORATION IDENTIFICATION NUMBER: 328-372
ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read instructions and Paper work Reduction Act notice of last page)
Pursuant to the provisions of Act 284, Public Acts of 1972, as amended, the
undersigned corporation executes the following Articles:
ARTICLE I
The name of the corporation is:
Charterhouse Acquisition Corporation
ARTICLE II
The purpose or purposes for which the corporation is organized is to engage in
any activity within the purposes for which corporations may be organized under
the Business Corporation Act of Michigan.
ARTICLE III
The total authorized capital stock is:
1. Common Shares 1000 Par Value Per Share $.01
Preferred Shares n/a Par Value Per Share $n/a
And/or shares without par value as follows:
2. Common Shares n/a Stated Value Per Share $n/a
Preferred Shares n/a Stated Value Per Share $n/a
3. A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows: