EXHIBIT 3.40
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC 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
(profit corporations), or Act 162, Public Acts of 1982, as amended (nonprofit
corporations), the undersigned corporation executes the following Certificate:
1. The present name of the corporation is: CARPENTER ENTERPRISES LIMITED
2. The corporation identification number (CID) assigned by the Bureau is:
3 2 8 - 3 7 2
3. The location of its registered office is:
100 Renaissance Center, 36th Floor, Detroit, Michigan 48243-1157
___________________________________________ __________
(Street Address) (City) (Zip Code)
4. Article III of the Articles of Incorporation is hereby amended to read
as follows:
The total authorized capital stock is:
1. Common Shares: 10,000; Par Value Per Share: $.001
5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS
CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF
DIRECTORS OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b)
a.[ ] The foregoing amendment to the Articles of Incorporation was duly
adopted on the ____ day of __________, 19_____, in accordance with the
provisions of the Act by the unanimous consent of the incorporator(s)
before the first meeting of the board of directors or trustees.
Signed this __________ day of _________________________________, 19____
___________________________________ ________________________________
___________________________________ ________________________________
(Signatures of all incorporators; type or print name under each signature)
b.[X] The foregoing amendment to the Articles of Incorporation was duly
adopted on the 5th day of October, 19 88 . The amendment: (check one
of the following)
[ ] was duly adopted in accordance with Section 611(2) of the Act
by the vote of the shareholders if a profit corporation, or by
the vote of the shareholders or members if a nonprofit
corporation, or by the vote of the directors if a nonprofit
corporation organized on a nonstock directorship basis. The
necessary votes were cast in favor of the amendment.
[ ] was duly adopted by the written consent of all the directors
pursuant to Section 525 of the Act and the corporation is a
nonprofit corporation organized on a nonstock directorship
basis.
[ ] was duly adopted by the written consent of the shareholders or
members having not less than the minimum number of votes
required by statute in accordance with Section 407(1) and (2)
of the Act. Written notice to shareholders or members who have
not consented in writing has been given. (Note: Written
consent by less than all of the shareholders or members is
permitted only if such provision appears in the Articles of
Incorporation.)
[X] was duly adopted by the written consent of all the
shareholders or members entitled to vote in accordance with
Section 407(3) of the Act.
Signed this 5th day of October, 1988.
By /s/ Patricia Riley Merrick
___________________________________________
PATRICIA RILEY MERRICK
Chairman
_______________________________________________
(Type or Print Name) (Type or Print Title)
DOCUMENT WILL BE RETURNED TO NAME Name of person or organization
AND MAILING ADDRESS INDICATED IN THE remitting fees:
BOX BELOW.Include name, street and number (or PEPPER, HAMILTON & SCHEETZ
P.O. box), city, state and ZIP code.
ELAINE E. BLACK Preparer's name and business
Pepper, Hamilton & Scheetz telephone number:
100 Renaissance Center Elaine E. Black
36th Floor (313) 259-7110
Detroit, Michigan 48243
INFORMATION AND INSTRUCTIONS
1. The amendment 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 section 631
of the Act for the purpose of amending the articles of incorporation of
a domestic profit or nonprofit corporation. Do not use this form for
restated articles. A nonprofit corporation is one incorporated to carry
out any lawful purpose or purposes not involving pecuniary profit or
gain for its directors, officers, shareholders, or members. A nonprofit
corporation organized on a nonstock directorship basis, as authorized
by Section 302 of the act, may or may not have members, but if it has
members, the members are not entitled to vote.
4. Item 2 - Enter the identification number previously assigned by the
Bureau. If this number is unknown, leave it blank.
5. Item 4 - The article being amended must be set forth in its entirety.
However, if the article being amended is divided into separately
identifiable sections, only the sections being amended need be
included.
6. 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.
7. If the amendment is adopted before the first meeting of the board of
directors, item 5(a) must be completed and is signed in ink by all of
the incorporators listed in Article V of the Articles of Incorporation.
If the amendment is otherwise adopted, item 5(b) must be completed and
signed in ink by the president, vice-president, chairperson, or
vice-chairperson of the corporation.
8. FEES: Filing fee (Make remittance payable to State of Michigan) $10.00
Franchise fee for profit corporations (payable only if authorized
capital stock has increased -1/2 mill (.0005) on each dollar of
increase over highest previous authorized capital stock.
9. Mail form and fee to:
Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
6546 Mercantile Way
Lansing, MI 48909
Telephone: (517) 334-6302