EX-3.23 22 k12696exv3w23.txt TITAN TIRE CORP OF TEXAS ARTICLES OF INCORPORATION Exhibit 3.23 (SEAL) THE STATE OF TEXAS SECRETARY OF STATE CERTIFICATE OF INCORPORATION OF TITAN TIRE CORPORATION OF TEXAS CHARTER NUMBER 01446018 THE UNDERSIGNED, AS SECRETARY OF STATE OF THE STATE OF TEXAS, HEREBY CERTIFIES THAT THE ATTACHED ARTICLES OF INCORPORATION FOR THE ABOVE NAMED CORPORATION HAVE BEEN RECEIVED IN THIS OFFICE AND ARE FOUND TO CONFORM TO LAW. ACCORDINGLY, THE UNDERSIGNED, AS SECRETARY OF STATE, AND BY VIRTUE OF THE AUTHORITY VESTED IN THE SECRETARY BY LAW, HEREBY ISSUES THIS CERTIFICATE OF INCORPORATION. ISSUANCE OF THIS CERTIFICATE OF INCORPORATION DOES NOT AUTHORIZE THE USE OF A CORPORATE NAME IN THIS STATE IN VIOLATION OF THE RIGHTS OF ANOTHER UNDER THE FEDERAL TRADEMARK ACT OF 1946, THE TEXAS TRADEMARK LAW, THE ASSUMED BUSINESS OR PROFESSIONAL NAME ACT OR THE COMMON LAW. DATED MAY 21, 1997 EFFECTIVE MAY 21, 1997 (SEAL) /s/ Antonio O. Garza ----------------------------------------- Antonio O. Garza, Jr., Secretary of State (STAMP) ARTICLES OF INCORPORATION OF TITAN TIRE CORPORATION OF TEXAS I, the undersigned natural person of the age of twenty-one years or more, acting as the incorporator of the corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation: ARTICLE I The name of the corporation is Titan Tire Corporation of Texas. ARTICLE II The period of its duration is perpetual. ARTICLE III The purpose for which the corporation is organized is to transact any or all lawful businesses for which corporations may be incorporated now or hereafter under the Texas Business Corporation Act. ARTICLE IV The aggregate number of shares that the corporation shall have authority to issue is 10,000, which shall be 10,000 shares of common stock, Ten Dollars ($10.00) par value per share. ARTICLE V The corporation will not commence business until it has received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000), consisting of money, labor done or property actually received. ARTICLE VI The post office address of its registered office is 6700 Paredes Lane Road, Brownsville, Texas 78520, and the name of its registered agent at such address is Titan Wheel International, Inc. ARTICLE VII The number of directors constituting the Initial Board of Directors is two (2), and the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and qualified are:
NAMES ADDRESSES ----- --------- Maurice M. Taylor, Jr. 2701 Spruce Street Quincy, Illinois 62301 Kent W. Hackmack 2701 Spruce Street Quincy, Illinois 62301
ARTICLE VIII The name and address of the incorporator is:
NAME ADDRESS ---- ------- Harold B. Oakley 525 Jersey Street Quincy, Illinois 62301
IN WITNESS WHEREOF, we have hereunto set our hands this 20th day of May, 1997. /s/ Harold B. Oakley ---------------------------------------- Harold B. Oakley STATE OF ILLINOIS ) ) COUNTY OF ADAMS ) I, Mary Lou Rakers, a Notary Public do hereby certify that on this 20th day of May, 1997, personally appeared before me, Harold B. Oakley, who being by me duly sworn, declared that he is the person who signed the foregoing document as incorporator and that the statements therein contained are true. /s/ Mary Lou Rakers ----------------------------------------------- Notary Public in and for Adams County, Illinois NOTARIAL SEAL Notary Public County of Adams, Illinois (SEAL) 2