EXHIBIT 3.17
RESTATED ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read information and instructions on last page)
PURSUANT TO THE PROVISIONS OF ACT 284, PUBLIC ACTS OF 1972, THE
UNDERSIGNED CORPORATION EXECUTES THE FOLLOWING ARTICLES:
1. THE PRESENT NAME OF THE CORPORATION IS: HILLSDALE TOOL & MANUFACTURING
CO.
2. THE CORPORATION IDENTIFICATION NUMBER (CID) ASSIGNED BY THE BUREAU IS:
022-906.
3. ALL FORMER NAMES OF THE CORPORATION ARE: Purcell-Evans Tool Company.
4. THE DATE OF FILING THE ORIGINAL ARTICLES OF INCORPORATION WAS: June 13,
1940.
THE FOLLOWING RESTATED ARTICLES OF INCORPORATION SUPERSEDE THE ARTICLES
OF INCORPORATION AS AMENDED AND SHALL BE THE ARTICLES OF INCORPORATION
FOR THE CORPORATION:
ARTICLE I
THE NAME OF THE CORPORATION IS: HILLSDALE TOOL & MANUFACTURING CO.
ARTICLE II
THE PURPOSE OR PURPOSES FOR WHICH THE CORPORATION IS FORMED ARE: the
manufacturing, designing and sale of tool and dies, and the manufacturing,
production and sale of metal products, and in general to carry on any business
in connection therewith and incident thereto not forbidden by the laws of the
State of Michigan and with all the powers conferred upon corporations by the
laws of the State of Michigan.
ARTICLE III
THE TOTAL AUTHORIZED CAPITAL STOCK IS:
1. COMMON SHARES 100,000, par value $10.00 per share
PREFERRED SHARES None
2. A STATEMENT OF ALL OR ANY OF THE RELATIVE RIGHTS, PREFERENCES AND
LIMITATIONS OF THE SHARES OF EACH CLASS IS AS FOLLOWS: The
corporation's stock consists of 100,000 shares of common stock, par
value $10.00 per share, without preferences, limitations or
restrictions.
ARTICLE IV
1. THE ADDRESS OF THE CURRENT REGISTERED OFFICE IS:
30600 Telegraph Road Bingham Farms, Michigan 48025
__________________________________ __________
(Street Address) (City) (Zip Code)
2. THE MAILING ADDRESS OF THE CURRENT REGISTERED OFFICE IF DIFFERENT THAN
ABOVE:
__________________________________________, Michigan _________________
(P.O. Box) (City) (Zip Code)
3. THE NAME OF THE CURRENT RESIDENT AGENT IS: The Corporation Company
ARTICLE IV
[Intentionally deleted.]
ARTICLE VI (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 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. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 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 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 a 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 HAVE NOT
CONSENTED IN WRITING.
ARTICLE VII (ADDITIONAL PROVISIONS, IF ANY, MAY BE INSERTED HERE; ATTACH
ADDITIONAL PAGES IF NEEDED.)
Pursuant to the requirements of Section 1123(a)(6) of the Bankruptcy Code, the
Corporation shall not issue nonvoting equity securities, subject, however, to
further amendment of these Amended and Restated Articles of Incorporation as and
to the extent permitted by applicable law.
5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE
UNANIMOUS CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE
BOARD OF DIRECTORS; OTHERWISE, COMPLETE SECTION (b).
a.[ ] THESE RESTATED ARTICLES OF INCORPORATION WERE DULY ADOPTED ON THE
______ DAY OF ____________, 19______, IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 642 OF THE ACT BY THE UNANIMOUS CONSENT OF
THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF
DIRECTORS.
SIGNED THIS ____ DAY OF __________________________, 19________
____________________________ ________________________________
______________________________________________________________
(Signature of all Incorporators; type or print name under each
signature)
b.[X] THESE RESTATED ARTICLES OF INCORPORATION WERE DULY ADOPTED ON THE
5TH DAY OF DECEMBER, 1996, IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 642 OF THE ACT AND: (CHECK ONE OF THE FOLLOWING)
[ ] WERE DULY ADOPTED BY THE BOARD OF DIRECTORS WITHOUT A VOTE OF
THE SHAREHOLDERS. THESE RESTATED ARTICLES OF INCORPORATION
ONLY RESTATE AND INTEGRATE AND DO NOT FURTHER AMEND THE
PROVISIONS OF THE ARTICLES OF INCORPORATION AS HERETOFORE
AMENDED AND THERE IS NO MATERIAL DISCREPANCY BETWEEN THOSE
PROVISIONS AND THE PROVISIONS OF THESE RESTATED ARTICLES.
[ ] WERE DULY ADOPTED BY THE SHAREHOLDERS. THE NECESSARY NUMBER
OF SHARES AS REQUIRED BY STATUTE WERE VOTED IN FAVOR OF THESE
RESTATED ARTICLES.
[ ] WERE DULY ADOPTED BY THE WRITTEN CONSENT OF THE SHAREHOLDERS
HAVING NOT LESS THAN THE MINIMUM NUMBER OF VOTES REQUIRED BY
STATUTE IN ACCORDANCE WITH SECTION 407 (1) OF THE ACT.
WRITTEN NOTICE TO SHAREHOLDERS WHO HAVE NOT CONSENTED IN
WRITING HAS BEEN GIVEN. (NOTE: WRITTEN CONSENT BY LESS THAN
ALL OF THE SHAREHOLDERS IS PERMITTED ONLY IF SUCH PROVISIONS
APPEARS IN THE ARTICLES OF INCORPORATION.)
[X] WERE DULY ADOPTED BY THE WRITTEN CONSENT OF ALL THE
SHAREHOLDERS ENTITLED TO VOTE IN ACCORDANCE WITH SECTION 407
(2) OF THE ACT.
SIGNED THIS 5TH DAY OF DECEMBER, 1996
BY /s/ JAMES A. RALSTON
---------------------------------------------
(Only Signature of President, Vice-President,
Chairperson, Vice-Chairperson)
James A. Ralson
Vice President, General Counsel and Secretary
---------------------------------------------
(Type or Print Name and Title)
INFORMATION AND INSTRUCTIONS
1. THE ARTICLES OF INCORPORATION CANNOT BE RESTATED 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 SECTIONS 641 THROUGH 643 OF THE
ACT FOR THE PURPOSE OF RESTATED THE ARTICLES OF INCORPORATION OF A
DOMESTIC PROFIT CORPORATION. RESTATED ARTICLES OF INCORPORATION ARE
INTEGRATION INTO A SINGLE INSTRUMENT OF THE CURRENT PROVISIONS OF THE
CORPORATION'S ARTICLES OF INCORPORATION, ALONG WITH ANY DESIRED
AMENDMENTS TO THOSE ARTICLES.
4. RESTATED ARTICLES OF INCORPORATION WHICH DO NOT AMEND THE ARTICLES OF
INCORPORATION MAY BE ADOPTED BY THE BOARD OF DIRECTORS WITHOUT A VOTE
OF THE SHAREHOLDERS. RESTATED ARTICLES OF INCORPORATION WHICH AMEND THE
ARTICLES OF INCORPORATION REQUIRE ADOPTION BY THE SHAREHOLDERS.
RESTATED ARTICLES OF INCORPORATION SUBMITTED BEFORE THE FIRST MEETING
OF THE BOARD OF DIRECTORS REQUIRE ADOPTION BY ALL OF THE INCORPORATORS.
5. ITEM 2 - ENTER THE IDENTIFICATION NUMBER PREVIOUSLY ASSIGNED BY THE
BUREAU. IF THIS NUMBER IS UNKNOWN, LEAVE IT BLANK.
6. THE DURATION OF THE CORPORATION SHOULD BE STATED IN THE RESTATED
ARTICLES OF INCORPORATION ONLY IF IT IS NOT PERPETUAL.
7. 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.
8. IF THE RESTATED ARTICLES ARE ADOPTED BEFORE THE FIRST MEETING OF THE
BOARD OF DIRECTORS, THIS DOCUMENT MUST BE SIGNED IN INK BY ALL OF THE
INCORPORATORS. OTHER RESTATED ARTICLES MUST BE SIGNED BY THE PRESIDENT,
VICE-PRESIDENT, CHAIRPERSON OR VICE-CHAIRPERSON.
9. FEES: NONREFUNDABLE FEE (MAKE REMITTANCE PAYABLE TO STATE OF MICHIGAN)..... $10.00
FRANCHISE FEE - PAYABLE ONLY IF AUTHORIZED SHARES IS INCREASED:
FIRST 60,000 AUTHORIZED SHARES.................................... $50.00
EACH ADDITIONAL 28,000 AUTHORIZED SHARES.......................... $30.00
10 MAIL FORM AND FEE TO:
MICHIGAN DEPARTMENT OF COMMERCE
CORPORATION AND SECURITIES BUREAU
CORPORATION DIVISION
P.O. BOX 30054
8548 MERCANTILE WAY
LANSING, MICHIGAN 48909
TELEPHONE: (517) 334-6302