EX-3.71 71 k78112exv3w71.txt CERTIFICATE OF INCORPORATION OF CMI-QUAKER ALLOY . . . EXHIBIT 3.71 DSCB204 (Rev. 81) PLEASE INDICATE [CHECK ONE] TYPE CORPORATION: [X] DOMESTIC BUSINESS CORPORATION FEE $75.00 ARTICLES OF INCORPORATION [PREPARE IN TRIPLICATE] COMMONWEALTH OF PENNSYLVANIA [ ] DOMESTIC BUSINESS CORPORATION A CLOSE CORPORATION - COMPLETE BACK DEPARTMENT OF STATE - CORPORATION BUREAU [ ] DOMESTIC PROFESSIONAL CORPORATION JOB NORTH OFFICE BUILDING, HARRISBURG, PA 17120 ENTER BOARD LICENSE NO.
010 NAME OF CORPORATION (MUST CONTAIN A CORPORATE INDICATOR UNLESS EXEMPT UNDER 15 P.S. 2908B) Quaker Alloy, Inc. -------------------------------------------------------------------------------- 011 ADDRESS OF REGISTERED OFFICE IN PENNSYLVANIA (P.O. BOX NUMBER NOT ACCEPTABLE) 720 S. Cherry Street -------------------------------------------------------------------------------- 012 CITY 033 COUNTY 013 STATE 064 ZIP CODE Myerstown Lebanon PA 17067 --------------------------------------------------------------------------- 050 EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION The Corporation shall have unlimited power to engage in and to do any lawful act concerning any or all lawful business for which corporations may be incorporated under the Business Corporation Law, Act of May 5, 1933, P. L. 364, as amended. (ATTACH 8 1/2 x 11 SHEET IN NECESSARY) The Aggregate Number of Shares, Classes of Shares and Par Value of Shares Which the Corporation Shall have Authority to Issue: 041 Stated Par Value Per Perpetual 540 Number and Class of Shares 1,000,000 Common Share if Any $.01 042 Total Authorized Capital 031 Term of Existence 910,000.00 --------------------------------------------------------------------------------------------------------------------------------
The Name and Address of Each Incorporator, and the Number and Class of Shares Subscribed to by each Incorporator
061,062 060 Name 063, 064 Address (Street, City, State, Zip Code) Number & Class of Shares ---------------------------------------------------------------------------------------------- Gary F. Yenkowski 100 Pine Street, P.O. Box 1166, 1 Share Common ---------------------------------------------------------------------------------------------- Harrisburg, PA 17108 ---------------------------------------------------------------------------------------------- (ATTACH 8 1/2 x 11 SHEET IF NECESSARY) ----------------------------------------------------------------------------------------------
IN TESTIMONY WHEREOF, THE INCORPORATOR (S) HAS (HAVE) SIGNED AND SEALED THE ARTICLES OF INCORPORATION THIS 10th DAY OF December 1985. /s/ Gary F. Yenkowski ---------------------------------------- __________________________________ Gary F. Yenkowski ________________________________________ __________________________________ _______________________________________________________________________________ --FOR OFFICE USE ONLY-- 030 FILED DEC 10 1995 007 CODE 003 REV BOX SEQUENTIAL NO. 100 MICROFILM NUMBER 72203 85881343 REVIEWED BY 004 SICC AMOUNT 001 CORPORATION NUMBER DATE APPROVED $75 897570 DATE REJECTED CERTIFY TO INPUT BY LOG IN LOG IN [X] REV. MAILED BY DATE [X] L & I VERIFIED BY LOG OUT LOG OUT [ ] OTHER
COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE [LOGO] CERTIFICATE OF INCORPORATION OFFICE OF THE SECRETARY OF THE COMMONWEALTH TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING: Whereas, Under the provisions of the Laws of the Commonwealth, the Secretary of the Commonwealth is authorized and required to issue a "Certificate of Incorporation" evidencing the incorporation of an entity. Whereas, The stipulations and conditions of the Law have been fully complied with by QUAKER ALLOY, INC. Therefore, Know [Ye], That subject to the Constitution of this Commonwealth, and under the authority of the Laws thereof, I do by these presents, which I have caused to be sealed with the Great Seal of the Commonwealth, declare and certify the creation, erection and incorporation of the above in deed and in law by the name chosen hereinbefore specified. Such corporation shall have and enjoy and shall be subject to all the powers, duties, requirements, and restrictions, specified and enjoined in and by the applicable laws of this Commonwealth. [LOGO] Given under my Hand and the Great Seal of the Commonwealth, at the City of Harrisburg, this 10th day of December in the year of our Lord one thousand nine hundred and eighty-five and of the Commonwealth the two hundred tenth /s/ Robert A. Gleason, Jr. ------------------------------------ ACTING Secretary of the Commonwealth 0897570 Filed this________ day of_________ APPLICANT'S ACC'T NO. JAN 27, 1986. Commonwealth of Pennsylvania DSCB: BCL-806 (Rev 8-72) 86091531 Department of State ------------ Filing Fee: $40 (Line for numbering) AB-2 897570 /s/ Robert A. Gleason, Jr. ---------------------------------- Articles of COMMONWEALTH OF PENNSYLVANIA Amendment-- DEPARTMENT OF STATE Domestic Business Corporation CORPORATION BUREAU Secretary of the Commonwealth -------------------------------------------------------------------------------- (Box for Certification) In compliance with the requirements of section 806 of the Business Corporation Law, act of May 5, 1933 (P. L. 364) (15 P. S. Section 1806), the undersigned corporation, desiring to amend its Articles, does hereby certify that: 1. The name of the corporation is: Quaker Alloy, Inc. 2. The location of its registered office in this Commonwealth is the Department of State is hereby authorized to correct the following statement to conform to the records of the Department): 720 South Cherry Street -------------------------------------------------------------------------------- (NUMBER) (STREET) Myerstown Pennsylvania 17067 -------------------------------------------------------------------------------- (CITY) (ZIP CODE) 3. The statute by or under which it was incorporated is: Pa. Business Corporation Law 4. The date of its incorporation is: December 10, 1985 5. (Check, and if appropriate, complete one of the following); [ ] The meeting of shareholders of the corporation at which the amendment was adopted was held at the time and place and pursuant to the kind and period of notice herein stated. Time: The_________ day of________________19____________. Place:______________________________________________________________________ Kind and period of notice___________________________________________________ [X] The amendment was adopted by a consent in writing setting forth the action so taken, signed by all of the shareholders entitled to vote thereon and filed with the Secretary of the corporation. 6. At the time of the action of shareholders: (a) The total number of shares outstanding was: 1 (b) The number of shares entitled to vote was: 1 DSCB:BCL--806 (Rev. 8-72)-2 7. In the action taken by the shareholders: (a) The number of shares voted in favor of the amendment was: 1 (b) The number of shares voted against the amendment was: 0 8. The amendment adopted by the shareholders, set forth in full, is as follows: RESOLVED, That Quaker Alloy, Inc. hereby eliminates cumulative voting for directors of its Board of Directors. IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer and its corporate seal, duly attested by another such officer, to be hereunto affixed this 23rd day of January, 1986. Quaker Alloy, Inc. ------------------------- (NAME OF CORPORATION) Attest: /s/ Albert C. Bailey BY: /s/ John C. Engeswick ------------------------------ ------------------------------- (SIGNATURE) (SIGNATURE) Albert C. Bailey, V. P. of Finance/ John C. Engeswick, President Secretary ----------------------------------- ---------------------------------- (TITLE PRESIDENT VICE PRESIDENT ETC) (TITLE SECRETARY ASSISTANT SECRETARY ETC) (CORPORATE SEAL) INSTRUCTIONS FOR COMPLETION OF FORM A. Any necessary copies of Form DSCB: 17.2 (Consent to Appropriation of Name) or Form DSCB:17.3 (Consent to Use of Similar Name) shall accompany Articles of Amendment effecting a change of name. B. Any necessary governmental approvals shall accompany this form. C. Where action is taken by partial written consent pursuant to the Articles, the second alternate of Paragraph 5 should be modified accordingly. D. If the shares of any class were entitled to vote as a class, the number of shares of each class so entitled and the number of shares of all other classes entitled to vote should be set forth in Paragraph 6(b). E. It the shares of any class were entitled to vote as a class, the number of shares of such class and the number of shares of all other classes voted for and against such amendment respectively should be set forth in Paragraphs 7(a) and 7(b). F. BCL Section 807 (15 P. S. Section 1807) requires that the corporation shall advertise its intention to file or the filing of Articles of Amendment. Proofs of publication of such advertising should not be delivered to the Department, but should be filed with the minutes of the corporation. COMMONWEALTH OF PENNSYLVANIA [LOGO] DEPARTMENT OF STATE TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING: WHEREAS, In and by Article VIII of the Business Corporation Law, Approved the fifth day of May, Anno Domini one thousand nine hundred and thirty-three, P. L. 364, as amended, the Department of State is authorized and required to issue a CERTIFICATE OF AMENDMENT evidencing the amendment of the Articles of Incorporation of a business corporation organized under or subject to the provisions of that Law, and WHEREAS, The stipulations and conditions of that Law pertaining to the amendment of Articles of Incorporation have been fully complied with by QUAKER ALLOY, INC. THEREFORE, KNOWN WE, That subject to the Constitution of this Commonwealth and under the authority of the Business Corporation Law, I do by these presents, which I have caused to be sealed with the Great Seal of the Commonwealth, extend the rights and powers of the corporation named above, in accordance with the terms and provisions of the Articles of Amendment presented by it to the Department of State, with full power and authority to use and enjoy such rights and powers, subject to all the provisions and restrictions of the Business Corporation Law and all other applicable laws of this Commonwealth. Given under my Hand and the Great Seal of the Commonwealth, at the City of Harrisburg, this 27th day of January in the year of our Lord one thousand nine hundred and eighty-six and of the Commonwealth the two hundred tenth. /s/ Robert A. Gleason, Jr. ----------------------------------- Secretary of the Commonwealth Filed this________ day of_________ APPLICANT'S ACC'T NO. JUL 21, 1989. Commonwealth of Pennsylvania DSCB: BCL-806 (Rev. 8-72) 86091531 Department of State ----------- illegible Fee: 540 (Line for numbering) AP-2 897570-003 /s/ ILLEGIBLE ---------------------------------- Articles of COMMONWEALTH OF PENNSYLVANIA Amendment DEPARTMENT OF STATE Domestic Business Corporation CORPORATION BUREAU Secretary of the Commonwealth -------------------------------------------------------------------------------- (Box for Certification) In compliance with the requirements of section 806 of the Business Corporation Law, act of May 5, 1933 (P . L. 3640015 P. S. Section 18061, the undersigned corporation, desiring to amend its Articles, does hereby certify that. 1. The name of the corporation is Quaker Alloy, Inc. 2. The location of its registered office in this Commonwealth is (the Department of State is hereby authorized to correct the following statement to conform to the records of the Department). South Cherry and Richland Avenue -------------------------------------------------------------------------------- [NUMBER] (STREET) Myerstown Pennsylvania 17067 -------------------------------------------------------------------------------- (CITY) (ZIP CODE) 3. The statute by or under which it was incorporated is Pennsylvania Business Corporation Law 4. The date of its incorporation is December 10, 1985 5. (Check, and if appropriate, complete one of the following) [X] The meeting of the shareholders of the corporation at which the amendment was adopted was held at the time and place and pursuant to the kind and period of notice herein stated. Time The 6th day of July, 1989 Place [illegible] Kind and period of notice 10 day written notice [ ] The amendment was adopted by a consent in writing, setting forth the action so taken, signed by all of the shareholders entitled to vote thereon and filed with the Secretary of the corporation. 6 At the time of the action of shareholders. (a) The total number of shares outstanding was: 1,589,720 (b) The number of Shares entitled to vote was: 1,589,720 7. In the action taken by the shareholders: (a) The number of shares voted in favor of the amendment was: 1,550,000 (b) The number of shares voted against the amendment was: 0 8. The amendment adopted by the shareholders set forth in full is as follows. 1. The name of the Corporation shall be changed to "CMI-Quaker Alloy, Inc." 2. The Number and Class of Shares authorized shall be changed to "1,000 shares common stock". 3. The Stated Par Value Per Share shall be changed to " $10.00 per share". IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorised officer and its corporate seal duly attested by another such officer to be hereunto afixed 6th day of July, 1989. Quaker Alloy, Inc. ------------------------- (NAME OF CORPORATION) Attest: /s/ Richard A. Nawrocki BY: /s/ Ray H. Witt ------------------------------ ---------------------------------- (SIGNATURE) (SIGNATURE) /s/ Richard A. Nawrocki /s/ Ray Witt ------------------------------ ---------------------------------- Title Secretary Title President Assistant Secretary ETC Vice President ETC (CORPORATE SEAL) INSTRUCTIONS FOR COMPLETION OF FORM A. Any necessary copies of Form DSCB: 17.2 (Consent to Appropriation of Name) or Form DSCB:17.3 (Consent to Use of Similar Name) shall accompany Articles of Amendment effecting a change of name. B. Any necessary governmental approvals shall accompany this form. C. Where action is taken by partial written consent pursuant to the Articles, the second alternate of Paragraph 5 should be modified accordingly. D. If the shares of any class were entitled to vote as a class, the number of shares of each class so entitled and the number of shares of all other classes entitled to vote should be set forth in Paragraph 6(b). E. If the shares of any class were entitled to vote as a class the number of shares of such class and the number of shares of all other classes voted for and against such amendment respectively should be set forth in Paragraphs 7(a) and 7(b). F. BCL Section 807 (15 P.S. Section 1807) requires that the corporation shall advertise its intention to file or the filing of Articles of Amendment. Proofs of publication of such advertising should not be delivered to the Department, but should be filed with the minutes of the corporation. COMMONWEALTH OF PENNSYLVANIA [DEPARTMENT OF STATE LOGO] TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING: WHEREAS, In and by Article VIII of the Business Corporation Law, approved the fifth day of May, Anno Domini one thousand nine hundred and thirty-three, P. L. 364, as amended, the Department of State is authorized and required to issue a CERTIFICATE OF AMENDMENT evidencing the amendment of the Articles of Incorporation of a business corporation organized under or subject to the provisions of that Law, and WHEREAS, The stipulations and conditions of that Law pertaining to the amendment of Articles of Incorporation have been fully complied with by QUAKER ALLOY, INC. name changed to CMI-QUAKER ALLOY, INC. THEREFORE, KNOW WE, That subject to the Constitution of this Commonwealth and under the authority of the Business Corporation Law, I do by these presents, which I have caused to be sealed with the Great Seal of the Commonwealth, extend the rights and powers of the corporation named above, in accordance with the terms and provisions of the Articles of Amendment presented by it to the Department of State, with full power and authority to use and enjoy such rights and powers, subject to all the provisions and restrictions of the Business Corporation Law and all other applicable laws of this Commonwealth. GIVEN under my Hand and the Great Seal of the Commonwealth, at the City of Harrisburg, this 21st day of July in the year of our Lord one thousand nine hundred and eighty-nine and of the Commonwealth the two hundred fourteenth. /s/ [ILLIGIBLE] ----------------------------------- Secretary of the Commonwealth