EX-3.43 43 k78112exv3w43.txt CERTIFICATE OF INC./HAYES INT-CMI, INC. EXHIBIT 3.43 ------------------------------------------------------------------------------- MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU ------------------------------------------------------------------------------- (FOR BUREAU USE ONLY) Date Received JUN 24 1986 FILED JUL 7 1986 Administrator MICHIGAN DEPT. OF COMMERCE Corporation & Securities Bureau RESTATED ARTICLES OF INCORPORATION FOR USE BY DOMESTIC PROFIT CORPORATIONS (Please read Instructions on last page before completing form) Pursuant to the provisions of Act 284, Public Acts of 1972, as amended, the undersigned corporation executes the following Articles: 1. The present name of the corporation is: CMI International, Inc. 2 The corporation identification number (CID) assigned by the Bureau is: 0 4 5 - 1 5 5 3. All former names of the corporation are: Cast Metal Industries, Inc. 4. The data of filing the original Articles of Incorporation was: December 28, 1960 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: CMI International, Inc. ARTICLE II The purpose or purposes for which the corporation is organized are: to engage in any activity within the purposes for which corporations may be organized under the Business Corporation Act of Michigan, including but not limited to, the manufacture and sale of metal components. GOLD SEAL APPEARS ONLY ON ORIGINAL ARTICLE III The total authorized capital stock is: Common shares 5,000,000 Par Value Per Share $ .10 1. Preferred shares___________________________ Par Value Per Share $__________ and/or shares without par value as follows: Common shares__________________________ Stated Value Per Share $__________ 2. Preferred shares_______________________ Stated Value Per Share $__________ 3. A statement of all or any of the relative rights, preferences and limitations of the shares of each class is as follows: Shareholders shall have no preemptive rights to subscribe for additional shares. ARTICLE IV 1. The address of the current registered office is: 28240 Grand River Farmington , Michigan 48024 ---------------------------------------------- ------------- (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: Ray H. Witt ARTICLE V (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 shareholder to be affected by the proposed compromise or arrangement of 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 or shareholders and also on this corporation. GOLD SEAL APPEARS ONLY ON ORIGINAL 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 a consent in writing, setting forth the action so taken, is signed by the holdes 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. ARTICLE VII (ADDITIONAL PROVISIONS, IF ANY, MAY BE INSERTED HERE; ATTACH ADDITIONAL PAGES IF NEEDED.) 5. These Restated Articles of Incorporation were duly adopted on the 13 day of June, 1986, in accordance with the provisions of Section 642 of the Act. These Restated Articles of Incorporation (Complete and execute either a or b below, but not both.) a. [ ] were duly adopted by the unanimous consent of the incorporators before the first meeting of the Board of Directors. Signed this__________ day of ____________________________________, 19______ ___________________________________________________________________________ ___________________________________________________________________________ (Signatures of all incorporators; type or print name under each signature) b. (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. [X] 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) and (2) 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 provision appears in the Articles of Incorporation.) [ ] were duly adopted by the written consent of all the shareholders entitled to vote in accordance with Section 407(3) of the Act. Signed this 13 day of June, 1986 By /s/ Ray H. Witt --------------------------- (Signature) Ray H. Witt, President ------------------------------ (Type or Print Name and Title) GOLD SEAL APPEARS ONLY ON ORIGINAL [ILLEGIBLE] DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED IN THE BOX BELOW. Include Name, street and number (or P.O. box), city, state and ZIP code. David L. Tennent Telephone: 801 W. Big Beaver, #500 Area Code 313 Troy, MI 48084 Number 362-1300 INFORMATION AND INSTRUCTIONS 1. 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. 2. This document is to be used pursuant to sections 641 through 643 of the Act for the purpose of restating the articles of incorporation of a domestic profit corporation. Restated articles of incorporation are an integration into a single instrument of the current provisions of the corportion's articles of incorporation, along with any desired amendments to those articles. 3. 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. 4. Item 2 -- Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank. 5. The duration of the corporation should be stated in the restated articles of incorporation only if it is not perpetual. 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 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. If the restated articles merely restate and integrate the articles, but do not amend, this document must be signed in ink by an authrorized officer or agent of the corporation. If the restated articles amend the articles of incorporation, this document must be signed in ink by the president, vice-president, chairperson, or vice-chairperson. 8 FEES: Filing fee (Make remittance payable to State of Michigan)........... ........$10.00 Franchise fee (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 Lansing. MI 48909 Telephone: (517) 373-0493 GOLD SEAL APPEARS ONLY ON ORIGINAL [ILLEGIBLE] 873D#3337 0608 DRG&FI $10.00 ------------------------------------------------------------------------------- MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU ------------------------------------------------------------------------------- (FOR BUREAU USE ONLY) Date Received JUN 8 1987 FILED JUN 22 1987 Administrator MICHIGAN DEPARTMENT OF COMMERCE Corporation & Securities Bureau RESTATED 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: CMI INTERNATIONAL, INC. 2. The corporation identification number (CID) assigned by the Bureau is: 0 4 5 - 1 5 5 3. The location of its registered office is: 28240 Grand River Farmington 48024 ----------------------------------------------, Michigan ------------------ (Street Address) (City) (ZIP code) 4. Article VII of the Restated Articles of Incorporation is hereby amended to read as follows: A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for a breach of the director's fiduciary duty. However, this provision does not eliminate or limit the liability of a director for any of the following reasons: (i) A breach of the director's duty of loyalty to the Corporation or its shareholders. (ii) Acts or omissions not in good faith or that involve intentional misconduct or knowing violation of the law. (iii) A violation of Section 551(1) of the Michigan Business Corporation Act. (iv) A transaction from which the director derived an improper personal benefit. (v) An act or omission occurring before the filing of this Certificate of Amendment. GOLD SEAL APPEARS ONLY ON ORIGINAL 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 20th day of, May, 1987. The amendment: (check one of the following) [X] 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 this 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.) [ ] 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 20th day of May, 1987 By /s/ RICHARD A. NAWROCKI ----------------------------------------- (Signature) RICHARD A. NAWROCKI Vice President-Finance ---------------------------------------------- (Type of Print Name) (Type or Print Title) C&6-515 (REV. 11-85) DOCUMENT WILL BE RETURNED TO NAME MAILING ADDRESS Name of person or INDICATED IN THE BOX BELOW. Include name, street organization and number (or P.O. box), city, state and ZIP code. remitting fees: __________________________ __________________________ David L. Tennent Preparer's name and 801 W. Big Beaver Rd, Ste. 500 business telephone number: Troy, MI 48084 David L. Tennent (313 ) 362-1300 INFORMATION AND INSTRUCTIONS 1. This form is issued under the authority of Act 284, P.A. of 1972, as amended, and Act 162, P. A. of 1982, as amended. 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 entire 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 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 Lansing, MI 48909 Telephone: (517) 373-0493 GOLD SEAL APPEARS ONLY ON ORIGINAL NOTE: THE FOLLOWING ANNUAL REPORT HAS BEEN INCLUDED WITHIN THE RECORD FOR THIS CORPORATION DUE TO THE FILING OF A CHANGE OF REGISTERED OFFICE AND/OR RESIDENT AGENT ON THE ANNUAL REPORT. THE PRESENCE OF THIS REPORT IN NO WAY IMPLIES THAT THE REPORT ITSELF, OTHER THAN THE INFORMATION RELATED TO THE CHANGE OF REGISTERED OFFICE AND/OR RESIDENT AGENT, HAS BEEN ACCEPTED BY THE CORPORATION AND SECURITIES BUREAU. GOLD SEAL APPEARS ONLY ON ORIGINAL CAS 2900(DEV 10-87) MICHIGAN DEPARTMENT OF COMMERCE FOR BUREAU USE ONLY 1988 MICHIGAN ANNUAL REPORT - PROFIT CORPORATIONS (Please read Instructions before completing form) This report shall be filed by all profit corporations before May 16, 1988 showing the corporate condition at the close of business on December 31 or upon the date of the close of the latest fiscal year next preceding the time for filing. The report is required in accordance with the provisions of Section 911, Act 284, Public Acts of 1972, as amended. Penalties may be assessed under the Act for failure to file. -------------------------------------------------------------------------------- This Report Must Report of Condition on Insert be Filed before May 16, 1988 December 31, 1987 or 05/31/1987 Corporation Number 045155 -------------------------------------------------------------------------------- 1. Corporate Name -------------------------------------------------------------------------------- CMI INTERNATIONAL 7 30333 SOUTHFIELD ROAD 8 SOUTHFIELD, MI 48076 9 -------------------------------------------------------------------------------- 2. Resident Age - do not after 4. Federal Employee No. 5. Term of Existence preprinted information in the item or item 3. RAY H. WITT 38--1650061 12/28/1990 -------------------------------------------------------------------------------- 3. Registered Office Address 8. Incorporation Date 7. State of Incorporation in Michigan-No., Street, 12/28/1960 MI City, Zip ------------------------------------------------- 28240 GRAND RIVER 8. Date of Admittance 9. Act Under Which FARMINGTON, 48024 (Foreign Corp.) Incorporated (if other than 1931, P.A. 327 or 1972, P.A. 284) -------------------------------------------------------------------------------- 10. (DOMESTIC CORPORATIONS ONLY) COMPLETE THIS SECTION ONLY IF THE RESIDENT AGENT IN ITEM 2 OR THE REGISTERED OFFICE IN ITEM 3 HAS CHANGED a. The name of the successor resident agent is: ________________________________ b. The address of the registered office is changed to: 30333 SOUTHFIELD ROAD SOUTHFIELD , Michigan 48076 --------------------- ---------- ---------- (Street Address) (City) (Zip Code) c. The mailing address of the registered office if different than above is: , Michigan -------------------------------------------- ---------- (Address) (City) (Zip Code) ADD $5.00 TO THE $15.00 ANNUAL REPORT FIELD BY DEPARTMENT JUN 8 '88 FILING FEE IF THIS SECTION IS COMPLETED 11. Principal business office, and, if different, principal place of business in Michigan: Principal Office = SOUTHFIELD MI Principal Place = 12. Nature and type of business in which corporation is engaged: SALES, DESIGN & POURING OF METAL CASTINGS 13. a. Name of parent corporation: N/A b. List any subsidiary corporations: (See Attached Schedule For Subsidiary Corporations) 14. Corporate Stock Report - Total Authorized Capital Stock (Not merely outstanding)
------------------------------------------------------------------------------------------------------------ a. Share with No. of Shares Authorized Par-Value Total Authorized Amount Amount Par Value With Par-Value Per Share Capital Subscribed Paid-in ------------------------------------------------------------------------------------------------------------ COMMON 500000 $1.000 $500000 $0 $287522 ------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------ b. Shares Without No. of Shares Authorized Shared Value No. of Shares Amount Amount Par Value Without Par-Value Par Share Subscribed or Issued Subscribed Paid-in ------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------ 0608 1988 3108 0513 MAY 16 1988
GOLD SEAL APPEARS ONLY ON ORIGINAL 15. The following is a statement of assets and liabilities as shown by the books of the corporation on December 31, 1987 or 05/31/1987 (close of fiscal year next preceding May 15, 1988) listed separately as to property within and without Michigan. The balance sheet of a Michigan Corporation must be the same balance sheet as furnished to shareholders.
WITHIN WITHOUT ASSETS TOTAL MICHIGAN MICHIGAN LIABILITIES AND EQUITY ------ ----- -------- -------- ---------------------- Cash............................ 75755 75755 0 Notes and Accts Payable, Trade............ 10702 -------- -------- ---- -------- Notes and Accts Receivable...... 1444106 1444106 0 Notes and Accts Payable, Other............ 27851840 -------- -------- ---- -------- Inventories..................... 0 0 0 Accrued Expenses......................... 532630 -------- -------- ---- -------- Prepaid Expenses................ 77189 77189 0 Long Term Indebtedness.................... 4952189 -------- -------- ---- -------- Non-current Notes and Reserves and Contigent Accounts Receivable.......... 0 0 0 Liabilities -------- -------- ---- Land............................ 1047625 1047625 0 Deferred income Tax.................... 102000 -------- -------- ---- -------- Depreciable Assets .......................................... 0 -------- Machinery & Equipment........ 292000 292000 0 .......................................... 0 -------- -------- ---- -------- Furniture and Fixtures....... 64699 64699 0 .......................................... 0 -------- -------- ---- -------- Buildings.................... 1008566 1008566 0 Stockholders Equity -------- -------- ---- Other........................ 0 0 0 Common Stock (par value)............... 287522 -------- -------- ---- -------- TRANS. EQUIP.................. 203038 203038 0 Preferred Stock (par value)............ 0 -------- -------- ---- -------- ............................. 0 0 0 No Par Value Stock -------- -------- ---- (stated value)....................... 0 Less Depreciation............ 218099 218099 0 -------- -------- -------- ---- Additional Paid-in Capital............. 393780 -------- Net Depreciable Assets....... 1350204 1350204 0 Retained Earnings (deficit)............ 15293072 -------- -------- ---- -------- Investments Other.................................. 0 Investments in Subsidiaries.. 5087099 5087099 0 -------- -------- -------- ---- Total Stockholders Equity 15030572 Other Investments............ 433183 433183 0 -------- -------- -------- ---- Other Assets.................... 38964772 38964772 -------- -------- ---- TOTAL ASSETS 48479933 48479933 0 TOTAL LIABILITIES & EQUITY 48479933
16. Corporate Officers and Directors
OFFICE NAME, STREET & NUMBER, CITY, STATE & ZIP CODE ----------------------------------------------------------------------------------------- President RAY H. WITT 30333 SOUTHFIELD ROAD, SOUTHFIELD, MI 48076 ----------------------------------------------------------------------------------------- Secretary W. FRANK SUIT It 30333 SOUTHFIELD ROAD, SOUTHFIELD, MI 48076 ------------------------------------------------------------------ Different Treasure ------------------------------------------------------------------ than Vice-President RICHARD A. NAWROCKI President 30333 SOUTHFIELD ROAD, SOUTHFIELD, MI 48076 ----------------------------------------------------------------------------------------- Director ROLAND P. JONES, VICE-PRESIDENT 30333 SOUTHFIELD ROAD, SOUTHFIELD, MI 48076 ------------------------------------------------------------------ It Director Different ------------------------------------------------------------------ Director than ------------------------------------------------------------------ Director Officers ------------------------------------------------------------------ Director ------------------------------------------------------------------ Director
17. Is 51% or more of this corporation owned and controlled by woman/women? [ ] Yes [X] No (A response to this question is voluntary and will be used for statistical purposes only). 18. The corporation states that the address of its registered office and the address of the business office of its resident agent are identical. Any changes were authorized by resolution duly adopted by its board of directors. After filing, this report is open to reasonable inspection by the public pursuant to Section 915, Act 284, Public Acts of 1972, as amended. Filing Fee $15.00 (without change Signed this 13th day of MAY, 1988. of agent or registered office) By /s/ [W. FRANK SUIT] Filing Fee $20.00 (without change ------------------------------------------ of agent or registered office in (Signature of Authorized Officer or Agent) item 10) MAKE REMITTANCE PAYABLE TO: "STATE W. FRANK SUIT, SECRETARY OF MICHIGAN" ------------------------------------------ RETURN TO: (Type or Print Name and Title) DEPARTMENT OF COMMERCE CORPORATION AND SECURITIES BUREAU * If item 10 has been completed, this CORPORATION DIVISION report must be signed by the president, 6546 MERCANTILE WAY vice-president, chairperson, P.O. BOX 30057 0608 1988 3108 0514 vice-chairperson, secretary or LANSING, MICHIGAN 42909 assistant secretary of the corporation. GOLD SEAL APPEARS ONLY ON ORIGINAL C&6-515 (REV. 5-87) 923D#3515 0205 DRG&FI $10.00 MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU (FOR BUREAU USE ONLY) FIELD Date Received FEB 05 1992 FEB 18 1992 924E#2243 0219 ORG&FI $1502.50 Administrator MICHIGAN DEPARTMENT OF COMMERCE Corporation & Securities Bureau CERTIFICATE OF AMENDMENT TO THE RESTATED 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 executes the following Certificate: 1. The present name of the corporation is: CMI INTERNATIONAL, INC. 2. The corporation identification number (CID) assigned by the Bureau is: 045-155 3. The location of its registered office is: 30333 Southfield Road Southfield , Michigan 48076 --------------------- ---------- ---------- (Street Address) (City) (ZIP Code) 4. Article III of the Restated Articles of Incorporation is hereby amended to read as follows: The total authorized capital stock is: 1. Common Shares: 3,000,000 Par Value Per Share $.10 2. Non-Voting Common Shares: 3,000,000 Par Value Per Share $.10 3. A Statement of all or any of the relative rights, preferences and limitations of the shares of such class is as follows: The Non-Voting Common Shares are identical to Common Shares in every respect expect Non-Voting Common Shares do not have voting privileges for any purpose whatsoever. Shareholders shall have no preemptive rights to subscribe for additional shares GOLD SEAL APPEARS ONLY ON ORIGINAL 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 30th day of, January , 1992. The amendment: (check one of the following) [X] 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.) [ ] 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 30 day of Jannuary, 1992 By /s/ RICHARD A. NAWROCKI ----------------------------------------------- (Signature) RICHARD A. NAWROCKI, Vice President-Finance -------------------------------------------------- (Type or Print Name) (Type or Print Title) GOLD SEAL APPEARS ONLY ON ORIGINAL DOCUMENT WILL BE RETURNED TO NAME AND MAILING Name of person or organization ADDRESS INDICATED IN THE BOX BELOW. Include remitting fees: name, street and number (or P.O. box), city, state and ZIP code. Dean & Fulkerson Dean & Fulkerson ______________________________ 801 W. Big Beaver Rd. Ste. 500 Preparer's name and business Troy, MI 48084 telephone number: David L. Tennent (313) 362-1300 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 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 GOLD SEAL APPEARS ONLY ON ORIGINAL CORPORATION INFORMATION UPDATE (formerly Annual Report) 1998 [ ] To certify there are no changes from your previous FILING FEE: $15.00 filing check this box and skip to Item 6. -------------------------------------------------------------------------------- FOR BUREAU USE ONLY -------------------------------------------------------------------------------- 045155 THE OFFICE IS LOCATED AT: RETURN TO: 6546 MERCANTILE WAY MICHIGAN DEPARTMENT OF LANSING MI 48910 CONSUMER AND INDUSTRY IDENTIFICATION NUMBER (517) 334-6300 SERVICES CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU P.O. BOX 30057 LANSING MI 48909-7557 -------------------------------------------------------------------------------- Corporate Name and Mailing Address CMI INTERNATIONAL, INC. 30333 SOUTHFIELD RD. SOUTHFIELD MI 48076 FILED BY DEPARTMENT JUN 22 1998 -------------------------------------------------------------------------------- Registered Office Address in Michigan - NO., STREET, CITY, ZIP Resident Agent 30333 SOUTHFIELD RD. RAY H. WITT SOUTHFIELD 48076 -------------------------------------------------------------------------------- IF THERE ARE CHANGES FROM YOUR PREVIOUS FILING, YOU MUST COMPLETE ITEMS 1 THROUGH 6. 1. Mailing address of registered office 2. Resident Agent if different if different that preprinted information than above above Richard A. Nawrocki -------------------------------------------------------------------------------- 3. Address of registered office if different than preprinted information above - NO., STREET, CITY, ZIP 4. Describe the general nature and kind of business in which the corporation is engaged:
---------------------------------------------------------------------------------------------------- 5. NAME BUSINESS OR RESIDENCE ADDRESS ---------------------------------------------------------------------------------------------------- President Richard A. Nawrocki 30333 Southfield Rd. Southfield, Mi 48076 --------------------------------------------------------------------------------------- Vice President Robert Fiolek Renee Weinman 30333 Southfield Rd. Southfield, Mi 48076 If --------------------------------------------------------------------------------------- different Secretary than Larry D. Schwentor 30333 Southfield Rd. Southfield, Mi 48076 President --------------------------------------------------------------------------------------- Treasurer Renee Weinman 30333 Southfield Rd. Southfield, Mi 48076 --------------------------------------------------------------------------------------- If Director different Ray H. Witt 30333 Southfield Rd. Southfield, MI 48076 than --------------------------------------------------------------------------------------- Officers Director Robert Herr 30333 Southfield Rd. Southfield, MI 48076 --------------------------------------------------------------------------------------- Director Gary Ruff 30333 Southfield Rd. Southfield, MI 48076 ----------------------------------------------------------------------------------------------------
The corporation states that the address of its registered office and the address of the business office of its resident agent are identical. Any changes were authorized by resolution duly adopted by its board of directors. If space is insufficient, you may include additional pages. PLEASE DO NOT STAPLE ADDITIONAL PAGES TO THIS REPORT. ENCLOSE $15.00 MADE PAYABLE TO THE STATE OF MICHIGAN. THIS REPORT MUST BE FILED ON OR BEFORE MAY 15 6. Signature of an authorized officer Title Date or agent of the corporation Secretary 5/11/98 [ILLEGIBLE] Required by Section 911, Act 284, Public Acts of 1972, as amended. Failure to file this report may result in the dissolution of the corporation. MAY 14 1998 GOLD SEAL APPEARS ONLY ON ORIGINAL 199898 MICHIGAN ANNUAL REPORT - LIST OF SUBSIDIARY CORPORATIONS NAME OF CORPORATION CMI INTERNATIONAL, INC. ------------------------------------------------------------- CID # 045155 ------------------------------------------------------- ------------------- SUBSIDIARY CORPORATIONS: CMI-CAST PARTS, INC. PROCESS CONTROL AUTOMATION, INC. -------------------------------------------------------------------------------- CMI-COMMUNICATIONS, INC. -------------------------------------------------------------------------------- CMI-COMPETITIVE SOLUTIONS, INC. CMI-VENTURES, INC. -------------------------------------------------------------------------------- CMI-DEARBORN, INC. CMI-NORWAY, INC. -------------------------------------------------------------------------------- CMI-DYNAMICS, INC. CMI-TECH CAST, INC. -------------------------------------------------------------------------------- CMI-EQUIPMENT & ENGINEERING, INC. CMI-ENTERPRISES, INC. -------------------------------------------------------------------------------- -CMI-SCHNEIBLE COMPANY -------------------------------------------------------------------------------- -SUMMERFIELD REALTY CORPORATION -------------------------------------------------------------------------------- CMI-HEALTH & TENNIS CLUB, INC. -------------------------------------------------------------------------------- CMI-MANAGEMENT SERVICES, INC. -------------------------------------------------------------------------------- CMI-NOREN, INC. -------------------------------------------------------------------------------- CMI-POLYMERS, INC. -------------------------------------------------------------------------------- CMI-PRECISION MOLD, INC. -------------------------------------------------------------------------------- CMI-TRANSPORTATION, INC. -------------------------------------------------------------------------------- CMI-SERVICES, INC. -------------------------------------------------------------------------------- CMI-SOUTHFIELD, INC. -------------------------------------------------------------------------------- CMI-TECH CENTER, INC. -------------------------------------------------------------------------------- -T C REALTY, INC. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [ILLEGIBLE] [ILLEGIBLE] GOLD SEAL APPEARS ONLY ON ORIGINAL -------------------------------------------------------------------------------- MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU -------------------------------------------------------------------------------- Data Received (FOR BUREAU USE ONLY) FEB 04 1999 ---------------------------------------------- Due to administrative correction FILED file date changed from 2/4/99 to 2/3/99. LZ 5-12-99 FEB 03 1999 ---------------------------------------------- Name Daniel M. Sandberg ---------------------------------------------- Address Administrator 38481 Huron River Drive [ILLEGIBLE] ---------------------------------------------- City State Zip Code Romulus MI 48174 EFFECTIVE DATE ---------------------------------------------- - Document will be returned to the name and address you enter above - CERTIFICATE OF MERGER / CONSOLIDATION FOR USE BY DOMESTIC PROFIT AND/OR NONPROFIT CORPORATIONS (Please read information and instructions on the last page) Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), and/or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporations execute the following certificate. 1. THE PLAN OF MERGER (CONSOLIDATION) IS AS FOLLOWS: a. The name of each constituent corporation and its identification number is: CMI International, Inc. 045-155 -------------------------------------------------------------------------------- HL-CMI Holding Co. 030-58A -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- b. The name of the surviving (new) corporation and its identification number is: CMI International, Inc. 045-155 -------------------------------------------------------------------------------- c. For each constituent stock corporation, state:
Designation and number of outstanding Indicate class or Indicate class or shares in each class series of shares series entitled Name of corporation or series entitled to vote to vote as a class CMI International, Inc. 2,471,356 Common Common None ----------------------- --------------------- ----------------- ------------------ 2,392,790 Non-Voting Common ----------------------- --------------------- ----------------- ------------------ ----------------------- --------------------- ----------------- ------------------ HL-CMI Holding Co. 1,000 Common Common None ----------------------- --------------------- ----------------- ------------------ ----------------------- --------------------- ----------------- ------------------
If the number of shares is subject to change prior to the effective date Of the merger or consolidation, the manner in which the change may occur is as follows: GOLD SEAL APPEARS ONLY ON ORIGINAL 2. (COMPLETE FOR ANY PROFIT CORPORATION ONLY) a. The manner and basis of converting shares are as follows: See Exhibit A attached. b. The amendments to the Articles, or a restatement of the Articles, of the surviving corporation to be effected by the merger are as follows: The Articles of the surviving corporation are restated as attached. c. The plan of merger will be furnished by the surviving profit corporation, on request and without cost, to any shareholder of any constituent profit corporation. 3. (COMPLETE FOR ANY NONPROFIT CORPORATION ONLY) a) If it is organized on a membership basis, state (a) the name of the corporation, (b) a description of its members, and (c) the number, classification and voting rights of its members. b) If it is organized on a directorship basis, state (a) the name of the corporation, (b) a description of the organization of its board, and (c) the number, classification and voting rights of its directors. c) State the terms and conditions of the proposed merger or consolidation, including the manner and basis of converting the shares of, or membership or other interests in, each constituent corporation into shares, bonds, or other securities of, or membership or other interest in, the surviving or consolidated corporation, or into cash or other consideration. d) If a consolidation, the Articles of Incorporation of the consolidated corporation are attached to this Certificate and are incorporated herein. If a merger, the amendments to the Articles, or a restatement of the Articles, of the surviving corporation to be effected by the merger are as follows: e) Other provisions with respect to the merger (consolidation) are as follows: 4. (COMPLETE FOR ANY FOREIGN CORPORATION ONLY) This merger (consolidation) is permitted by the laws of the state of the jurisdiction under which ________________________________________________ (name of foreign corporation) is organized and the plan of merger (consolidation) was adopted and approved by such corporation pursuant to and in accordance with the laws of that jurisdiction. 5. (COMPLETE ONLY IF AN EFFECTIVE DATE IS DESIRED OTHER THAN THE DATE OF FILING. THE DATE MUST BE NO MORE THAN 90 DAYS AFTER RECEIPT OF THIS DOCUMENT IN THIS OFFICE.) The merger (consolidation) shall be effective on the__________ day of ________________, 19 _________ GOLD SEAL APPEARS ONLY ON ORIGINAL -------------------------------------------------------------------------------- 6. TO BE COMPLETED BY MICHIGAN PROFIT CORPORATIONS ONLY (Complete either part a or b for each corporation.) a) The plan of merger was approved by the unanimous consent of the incorporators of _________________________________________________________ _________________________________ a Michigan corporation which has not commenced business, has not issued any shares, and has not elected a Board of Directors. _______________________________________ _______________________________________ (Signature of Incorporator) (Signature of Incorporator) _______________________________________ _______________________________________ (Signature of Incorporator) (Signature of Incorporator) b) The plan of merger was approved by [ ] the Board of Directors of ___________________________________________, the surviving Michigan corporation, without approval of the shareholders in accordance with Section 701 of the Act. [X] the Board of Directors and the shareholders of the following Michlgan corporation(s) in accordance with Section 703a of the Act: CMI International, Inc. HL - CMI Holding Co. --------------------------------------- --------------------------------------- (Name of Corporation) (Name of Corporation) By Richard A. Nawrocki By Daniel M. Sandberg ------------------------------------ ------------------------------------ (Signature of President, Vice- (Signature of President, Vice- President, Chairperson or Vice- President, Chairperson or Vice- Chairperson) Chairperson) Richard A. Nawrocki, President Daniel M. Sandberg, Vice President --------------------------------------- --------------------------------------- (Type or Print Name and Title) (Type or Print Name and Title) 7. TO BE COMPLETED BY MICHIGAN NONPROFIT CORPORATIONS ONLY The plan of merger or consolidation was approved by [ ] the Borad of Directors and shareholders or members of the following Michigan corporation(s) in accordance with Sections 701 and 703(1) and (2) of the Act: [ ] the Board of Directors of the following Michigan corporation(s) organized on a directorship basis in accordance with Section 703(3) of the Act: _______________________________________ _______________________________________ (Name of Corporation) (Name of Corporation) BY ____________________________________ BY ____________________________________ (Signature of President, Vice- (Signature of President, Vice- President, Chairperson or Vice- President, Chairperson or Vice- Chairperson) Chairperson) _______________________________________ _______________________________________ (Type or Print Name and Title) (Type or Print Name and Title) GOLD SEAL APPEARS ONLY ON ORIGINAL EXHIBIT A TO CERTIFICATE OF MERGER/CONSOLIDATION FOR CMI INTERNATIONAL, INC. AND HL - CMI HOLDING CO. The manner and basis of converting the shares of each of the constituent corporations is as follows: 1. Each share of HL - CMI Holding Co. issued and outstanding immediately prior to the effectiveness of the merger shall, by virtue of the merger and without any action on the part of the holder thereof, be converted into one share of CMI International, Inc. ("CMI") and such shares shall continue after the effectiveness of the merger. 2. Each share of CMI issued and outstanding immediately prior to the effectiveness of the merger shall, by virtue of the merger and without any action on the part of the holder thereof, be canceled in exchange for the right to receive case in an amount equal to the (x) the sum of (A) $605,000,000 less (B) the Funded Debt Amount (as defined below) immediately prior to the effective time of the merger plus (C) cash and cash equivalents immediately prior to the effective time of the merger and less (D) certain expenses of the merger, divided by (y) the number of issued and outstanding shares at the effective time of the merger. "Funded Debt Amount" means, as of the data of determination, the liabilities and obligations of CMI (on a consolidated basis) with respect to the outstanding principal amount of all indebtedness for borrowed money plus accrued interest thereof and all fees, expenses, prepayment penalties (but only to the extent such prepayment penalty is required to be paid as a result of the merger and pursuant to the terms of the relevant debt document) and other charges as of such date (but not including the indebtedness of joint ventures of CMI and its subsidiaries). GOLD SEAL APPEARS ONLY ON ORIGINAL 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: CMI International, Inc. 2. The identification number assigned by the Bureau is: 045-155 3. All former names of the corporation are: Cast Metal Industries, Inc. 4. The date of filing the original Articles of Incorporation was: December 28, 1960 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: CMI International, Inc. ARTICLE II The purpose or purposes for which the corporation is formed are: to engage in any activity within the purposes for which corporations may be formed under the Business Corporation Act of Michigan. GOLD SEAL APPEARS ONLY ON ORIGINAL ARTICLE III The total authorized shares: Common Shares 60,000 Preferred shares -0- 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 current registered office is: 38481 Huron River Drive Romulus , Michigan 48174 --------------------------------------------- ------------- (Street Address) (City) (Zip Code) 2. The mailing address of the current registered office if different than above: , Michigan --------------------------------------------- --------------- (Street Address or P.O.Box) (City) (Zip Code) 3. The name of the current resident agent is: Daniel M. Sandberg ARTICLE V (Optional, Delete if not applicable) When a compromise or arrangement of 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. It 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 VI (Optional, Delete if not applicable.) Any action required or permitted by the Act to be taken at an annual or special meeting or 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 dated not more than 10 days before the record date and 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 would have been entitled to notice of the shareholder meeting if the action had been taken at a meeting and who have not consented in writing. GOLD SEAL APPEARS ONLY ON ORIGINAL ATTACHMENT TO RESTATED ARTICLES OF INCORPORATION OF CMI INTERNATIONAL, INC. CID # 045-155 ARTICLE VII Each director of the Corporation shall not be personally liable to the corporation or its shareholders for monetary damages for the breach of the director's fiduciary duty as a director; provided, however, this Article does not eliminate or limit any liability a director may otherwise have for any of the following: (i) A breach of such director's duty of loyalty to the corporation or its shareholders; (ii) Acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law; (iii) A violation of Section 551(1) of the Michigan Business Corporation Act; or (iv) A transaction from which such director derived an improper personal benefit. Any repeal or modification of the foregoing paragraph by the shareholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. GOLD SEAL APPEARS ONLY ON ORIGINAL -------------------------------------------------------------------------------- MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU -------------------------------------------------------------------------------- Date Received (FOR BUREAU USE ONLY) JUN 21 1999 FILED ------------------------------------------- Name 517-663-2525 Ref # 94118 JUN 21 1999 Address Attn: Cheryl J. Bixby Administrator MICHIGAN RUNNER SERVICE CORP. SECURITIES & LAND DE. BUREAU City P.O. Box 266 Eaton Rapids, MI 48827 EFFECTIVE DATE: ------------------ - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE - CERTIFICATE OF AMENDMENT TO THE 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 (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: CMI INTERNATIONAL, INC. 2. The identification number assigned by the Bureau is: 045-155 3. The location of its registered office is: 30333 Southfield Road Southfield, Michigan 48076 -------------------------------------------------- ------------- (Street Address) (City) (ZIP Code) 4. Article I of the Articles of Incorporation is hereby amended to read as follows: The name of the corporation is HAYES LEMMERZ INTERNATIONAL - CMI, INC. Article IV of the Articles of Incorporation is hereby amended to read as follows: 1. The address of the registered office is 15300 Centennial Drive, Northville, Michigan 48167. 3. The name of the resident agent at the registered office is Patrick B. Carey. GOLD SEAL APPEARS ONLY ON ORIGINAL 5. (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.) 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) 6. (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES STATE THE CORPORATIONS IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.) The foregoing amendment to the Articles of Incorporation was duly adopted on the 30th day of April, 1999 by the shareholders if a profit corporation, or by the shareholders or members if a nonprofit corporation (check one of the following) [ ] at a meeting. The necessary votes were cast in favor of the amendment. [ ] by 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 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] by 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 17th day of June, 1999 By /s/ W. D. Shovers ---------------------------------------------------------------------- (Signature of President, Vice-President, Chairperson, Vice-Chairperson) William D. Shovers Vice-President ---------------------------------------------------------------------- (Type or Print Name) (Type or Print Title) GOLD SEAL APPEARS ONLY ON ORIGINAL -------------------------------------------------------------------------------- MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU -------------------------------------------------------------------------------- Date Received (FOR BUREAU USE ONLY) JUN 28 1999 FILED JUN 28 1999 ----------------------- 517-663-2525 Ref #94366 Attn: Cheryl J. Bixby Administrator MICHIGAN RUNNER SERVICE CORP. SECURITIES & LAND DEV, BUREAU P.O. Box 266 Eaton Rapids, MI 48827 EXPIRATION DATE: DECEMBER 31,2004 -------------------------------------- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE - CERTIFICATE OF ASSUMED NAME FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES (Please read information and instructions on reverse side) Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213, Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993 (limited liability companies), the corporation, limited partnership, or limited liability company in item one executes the following Certificate: 1. The true name of the corporation, limited partnership, or limited liability company is: HAYES LEMMERZ INTERNATIONAL - CMI, INC. [X] 2. The identification number assigned by the Bureau is: 045-155 3. The location of the corporation or limited liability company registered office in Michigan or the office at which the limited partnership records are maintained is: 15300 Centennial Drive Northville Michigan 48167 ---------------------------------------------------------------------------- (Street Address) (City) (State) (ZIP Code) 4. The assumed name under which business is to be transacted is: CMI INTERNATIONAL, INC. COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY. Signed this 17th day of June, 1999 By /s/ W. D. Shovers --------------------------------------------------- (Signature) William D. Shovers Vice President ----------------------------------------------------- (Type or Print Name) (Type or Print Title) _____________________________________________________ (Limited Partnership Only [ILLEGIBLE] GOLD SEAL APPEARS ONLY ON ORIGINAL -------------------------------------------------------------------------------- MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES BUREAU OF COMMERCIAL SERVICES -------------------------------------------------------------------------------- Date Received (FOR BUREAU USE ONLY) ------------- FILED This document is effective on the date filed, unless a subsequent APR 22 2002 effective date within 90 days after CIS Administrator received date is stated in the BUREAU OF COMMERCIAL SERVICES document. [ILLEGIBLE] ----------------------------------------------- Name Kelly Brushaber ----------------------------------------------- Address 15300 Centennial Drive ----------------------------------------------- City State Zip Code Northville MI 48167 EFFECTIVE DATE: ----------------------------------------------- - DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE - IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE. CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES (Please read information and instruction on reverse side) Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23, Public Acts of 1993 (limited liability companies), the undersigned corporation or limited liability company executes the following Certificate: 1. The name of the corporation or limited liability company is: Hayes Lemmerz International - CMI, Inc. 2. The Identification number assigned by the Bureau is: 045-155 3. a. The name of the resident agent on file with the Bureau is: Patrick B. Carey b. The location of the registered office on file with the Bureau is: 15300 Centennial Drive, Northville, Michigan 48167 ---------------------------------- ------------- (Street Address) (City) (ZIP Code) c. The mailing address of the above registered office on file with the Bureau is: Same as above , Michigan ------------------------------------ ------------ (Street Address or P.O. Box) (City) (ZIP Code) ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD 4. a. The name of the resident agent is: Patrick C. Cauley b. The address of the registered office is: 15300 Centennial Drive, Northville, Michigan 48167 ---------------------------------- ------------- (Street Address) (City) (ZIP Code) c. The mailing address of the registered office IF DIFFERENT THAN 4B is: Michigan -----------------------------------, ------------ (Street Address or P.O. Box) (City) (ZIP Code) 5. The above changes were authorized by resolution duly adopted by: 1. ALL CORPORATIONS: its Board of Directors; 2. PROFIT CORPORATIONS ONLY: the resident agent if only the address of the registered office is changed, in which case a copy of this statement has been mailed to the corporation; 3. LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a majority of the members pursuant to section 502(1), managers pursuant to section 405, or the resident agent if only the address of the registered office is changed. 6. The corporation or limited liability company further states that the address of its registered office and the address of its resident agent, as changed, are identical. Signature Type or Print Name and Title Date Signed /s/ [ILLEGIBLE] Larry Karenko, Vice President April 9, 2002 GOLD SEAL APPEARS ONLY ON ORIGINAL