EX-3.53 53 k78112exv3w53.txt CERTIFICATE OF INC./HAYES INT-MONTAGUE, INC. EXHIBIT 3.53 -------------------------------------------------------------------------------- MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU -------------------------------------------------------------------------------- (FOR BUREAU USE ONLY) Date Received FILED Adjusted per telephone JAN 31 1994 JAN 20 1994 authorization from David Tennent Administrator MICHIGAN DEPARTMENT OF COMMERCE Corporation & Securities Bureau -------------------------------------- Name David L. Tennent -------------------------------------- Address 801 W. Big Beaver Rd, Ste. 500 -------------------------------------- City State Zip Code Troy MI 48084 EFFECTIVE DATE -------------------------------------- - Document will be returned to the name and address your enter above. - 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 - DEARBORN, INC. 2. The corporation identification number assigned by the Bureau is: 106-605 3. All former names of the corporation are: Dearborn Machine Products, Co. 4. The date of filing the original Articles of Incorporation was: 6/10/66 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-DEARBORN, 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 50,000 Preferred shares__________________ 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: 30333 Southfield Road Southfield, Michigan 48076 ------------------------------------------------- ------------- (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: Richard A. Nawrocki 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 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 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. GOLD SEAL APPEARS ONLY ON ORIGINAL ARTICLE VII (ADDITIONAL PROVISIONS, IF ANY, MAY BE INSERTED HERE; ATTACH ADDITIONAL PAGES IF NEEDED.) SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF 5. COMPLETE SECTION (a) IF 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_______ __________________________ ____________________________________ __________________________ ____________________________________ (SIGNATURES OF INCORPORATORS; TYPE OR PRINT NAME UNDER EACH SIGNATURE) b. [X] These Restated Articles of Incorporation were duly adopted on the 14th day of JANUARY, 1994, 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 discrepency 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 provision 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 14 day of January, 1994 By /s/ Richard A. Nawrocki --------------------------------------------- (SIGNATURE) Richard A. Nawrocki Vice President ------------------------------------------------- (TYPE OR PRINT NAME) (TYPE OR PRINT TITLE) GOLD SEAL APPEARS ONLY ON ORIGINAL ATTACHMENT TO RESTATED ARTICLES OF INCORPORATION OF CMI-DEARBORN, INC. ARTICLE VII (1) A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for a breach of fiduciary duty as a director, except for liability: (a) for any breach of the director's duty of loyalty to the corporation or its shareholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) for a violation of Section 551(1) of the Michigan Business Corporation Act; (d) for any transaction from which the director derived an improper personal benefit; or (e) for any act or omission occurring prior to the date of the approval of this Article. In the event the Michigan Business Corporation Act is amended after the approval of this Article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Michigan Business Corporation Act, as so amended. Any repeal, modification or adoption of any provision in these Articles of Incorporation inconsistent with this Article shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal, modification or adoption. (2) Directors and officers of the corporation shall be indemnified as of right to the fullest extent now or hereafter permitted by law in connection with any actual or threatened civil, criminal, administrative or investigative action, suit or proceeding (whether formal or informal and whether brought by or in the name of the corporation, a subsidiary or otherwise) arising out of: (a) any actual or alleged act or omission at any time as a director or officer of the corporation, a subsidiary, or any organization for which the person is serving at the request of the corporation; (b) their past, present or future status as a director of officer of the corporation, a subsidiary or any organization for which the person is serving at the request of the corporation. Persons who are not directors or officers of the corporation may be similarly indemnified in respect of such service to the extent authorized at any time by the board of directors of the corporation. The provisions of this Article shall be applicable to directors and officers who have ceased to render such service and shall inure to the benefit of their heirs, executors and administrators. The right of indemnity provided herein shall not be exclusive, and the corporation may provide indemnification to any person, by agreement or otherwise, on such terms and conditions as the board of directors of the corporation may approve. Any agreement for indemnification of any director, officer, employee or other person may provide indemnification rights which are broader or otherwise different than those set forth in the Michigan Business Corporation Act. [ILLEGIBLE] -------------------------------------------------------------------------------- MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU -------------------------------------------------------------------------------- Date Received (FOR BUREAU USE ONLY) FILED JUN 21 1999 ---------------- JUN 21 1999 ----------------------------------------- Administrator Name CORP. SECURITIES & LAND DEV. BUREAU 517-663-2525 Ref # 94118 Attn: Cheryl J. Bixby Address MICHIGAN RUNNER SERVICE P.O. Box 266 City 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 - DEARBORN, INC. 2. The identification number assigned by the Bureau is: 106-605 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 - MONTAGUE, 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 Director or Trustees. Signed this _____________________ day of ______________________, 19___. ------------------------------------- --------------------------------------- (Signature) (Signature) ------------------------------------- --------------------------------------- (Type or Print Name) (Type of Print Name) ------------------------------------- --------------------------------------- (Signature) (Signature) ------------------------------------- --------------------------------------- (Type or Print Name) (Type or Print Name) 6. (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES STATE THE CORPORATION 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 statue 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/ William 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 [ILLEGIBLE] -------------------------------------------------------------------------------- MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU -------------------------------------------------------------------------------- Date Received (FOR BUREAU USE ONLY) FILED JUN 28 1999 ---------------- JUN 28 1999 ----------------------------------------- Administrator 517-663-2525 Ref # [ILLEGIBLE] CORP., SECURITIES & LAND DEV. BUREAU Attn: Cheryl J. Bixby MICHIGAN RUNNER SERVICE 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 CORPORATION, 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), of 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 - MONTAGUE, INC. 2. The Identification number assigned by the Bureau is: 106-605 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-DEARBORN, 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/ William D. Shovers ------------------------------ (Signature) William D. Shovers Vice President -------------------------------------------------------------------------------- (Type or Print Name) (Type or Print Title) -------------------------------------------------------------------------------- (Limited Partnerships Only -- Indicate Name of General Partner if a corporation or other entity) GOLD SEAL APPEARS ONLY ON OR ORIGINAL BCS/CD-520(Rev.06/01) -------------------------------------------------------------------------------- MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES BUREAU OF COMMERCIAL SERVICES -------------------------------------------------------------------------------- Date Received (FOR BUREAU USE ONLY) FIELD ---------------- APRIL 22 2002 This document is effective on the date filed, unless a CIS Administrator subsequent effective date Board of within 90 days after received Commercial Services date is stated in the document. ------------------------------------------------ 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 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), 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 - Montague, Inc. 2. The identification number assigned by the Bureau is: 106-605 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 resident agents 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 corporations; 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 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/ Larry Karenko Larry Karenko, Vice President April 9, 2002 GOLD SEAL APPEARS ONLY ON ORIGINAL