220-958
ARTICLES OF INCORPORATION
For use by Domestic Profit Corporations
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:
ARTICLE I
The name of the corporation is:
Western Automotive, Inc.
ARTICLE II
The purpose or purposes for which the corporation is formed is to engage in any
activity within the purposes for which corporations may be formed under the
Business Corporation Act of Michigan:
ARTICLE III
The total authorized shares:
1. Common Shares 60,000
Preferred Shares
2. 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:
19th Floor, One Woodward Avenue, Detroit, Michigan 48226
2. The mailing address of the registered office if different than above:
3. The name of the resident agent at the registered office is: John R.
Nicholson, Esq.
ARTICLE V
The name(s) and address(es) of the incorporator(s) is (are) as follows:
Name Resident or Business Address
John R. Nicholson, Esq. 19th Floor, One Woodward Avenue
Detroit, Michigan 48226
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 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
corporation 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.
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.
I, the incorporator sign my name this 17th day of January, 1995.
/s/ John R. Nicholson, Esq.
- --------------------------------------------------------------
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
For use by Domestic Profit and Nonprofit Corporations
Please read information and instructions on the last page)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:
1. The present name of the corporation is: Western Automotive, Inc.
2. The identification number assigned by the Bureau is: 220-958
3. The location of the registered office is: 19th Floor, One Woodward
Avenue, Detroit, Michigan 48226
4. Article I of the Articles of Incorporation is hereby amended to read
as follows::
The name of the corporation is: Adwest Western Automotive, Inc.
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). DO NOT COMPLETE
BOTH.
a. |X| 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_____
---------------------------------- --------------------------------
(Signature) (Signature)
---------------------------------- --------------------------------
(Type or Print Name) (Type or Print Name)
---------------------------------- --------------------------------
(Signature) (Signature)
---------------------------------- --------------------------------
(Type or Print Name) (Type or Print Name)
b. |X| The foregoing amendment to the Articles of
Incorporation was duly adopted on the 2nd day of
January, 1997. 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.
| | as duly adopted by the written consent of all
directors pursuant to Section 525 of the Ac wt and
the corporation is a nonprofit corporation
organized on a nonstock directorship basis.
| | was duly 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
if a nonprofit corporation, or Section 407(1) of
the Act if a profit corporation. Written notice to
shareholders 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.)
| | 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 if a
nonprofit corporation, or Section 407(2) of the
Act if a profit corporation.
Signed this 27th day of January, 1997
By /s/ Alan Symonds
-------------------------------------------------
President