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Form BCA-2.10 ARTICLES OF INCORPORATION
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(Rev. Jan. 1999)
This space for use by Secretary of State SUBMIT IN DUPLICATE!
Jesse White
Secretary of State ==========================
Department of Business Services FILED
Springfield, IL 62756 THIS SPACE FOR USE BY
http://www.sos.state.il.us DEC 15 1999 SECRETARY OF STATE
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Payment must be made by JESSE WHITE Date 12-15-99
certified check, cashier's
check, Illinois attorney's SECRETARY OF STATE Franchise Tax $ 25.00
check, Illinois C.P.A.'s check Filing Fee $ 75.00
or money order, payable to -------
"Secretary of State." Approved: 100.00
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1. CORPORATE NAME: Atwood RV Products, Inc.
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(The corporate name must contain the word "corporation," "company,"
"incorporated," "limited" or an abbreviation thereof.)
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2. Initial Registered Agent: CT Corporation System
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First Name Middle Initial Last Name
Initial Registered Office: 208 South LaSalle St.
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Number Street Suite #
Chicago IL Cook 60604
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City County Zip Code
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3. Purpose or purposes for which the corporation is organized:
(If not sufficient space to cover this point, add one or more sheets of
this size.)
The transaction of any or all lawful business for which corporations may be
incorporated under the Illinois Business Corporation Act.
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4. Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:
Par Value Number of Shares Number of Shares Consideration to be
Class per Share Authorized Proposed to be Issued Received Therefor
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Common $ NPV 100,000 1,000 $ 1,000.00
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TOTAL = $ 1,000.00
Paragraph 2: The preferences, qualifications, limitations, restrictions and
special or relative rights in respect of the shares of each class are: (If
not sufficient space to cover this point, add one or more sheets of this
size.)
There shall be one class of common stock and all holders of such share
shall have equal and identical rights with respect to each share held.
(over)
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5. OPTIONAL: (a) Number of directors constituting the initial board of
directors of the corporation: ______________________.
(b) Names and addresses of the persons who are to serve as
directors until the first annual meeting of shareholders or
until their successors are elected and qualify:
Name Residential Address City, State, ZIP
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6. OPTIONAL: (a) It is estimated that the value of all property
to be owned by the corporation for the
following year wherever located will be: $_________
(b) If its estimated that the value of the property
to be located within the State of Illinois
during the following year will be: $_________
(c) It is estimated that the gross amount of
business that will be transacted by the
corporation during the following year will be: $_________
(d) It is estimated that the gross amount of
business that will be transacted from places of
businesses in the State of Illinois during the
following year will be: $_________
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7. OPTIONAL: OTHER PROVISIONS See Exhibit A attached
Attach a separate sheet of this size for any other provision to
be included in the Articles of Incorporation, e.g., authorizing
preemptive rights, denying cumulative voting, regulating internal
affairs, voting majority requirements, fixing a duration other
than perpetual, etc.
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8. NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)
The undersigned incorporator(s) hereby declare(s), under penalties of
perjury, that the statements made in the foregoing Articles of Incorporation are
true.
Dated December 13 , 1999
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(Month & Day) Year
SIGNATURE AND NAME ADDRESS
1. /s/ Cynthia A. Moore 1. 525 N. Woodward Ave., Suite 2000
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Signature Street
Cynthia A. Moore Bloomfield Hills, MI 48304
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(Type of Print Name) City/Town State ZIP Code
2. 2.
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Signature Street
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(Type of Print Name) City/Town State ZIP Code
3. 3.
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Signature Street
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(Type of Print Name) City/Town State ZIP Code
(Signatures must be in BLACK INK on original document. Carbon copy, photocopy or
rubber stamp signatures may only be used on conformed copies.)
NOTE: If a corporation acts as incorporator, the name of the corporation and the
state of incorporation shall be shown and the execution shall be by its
president or vice president and verified by him, and attested by its secretary
or assistance secretary.
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FEE SCHEDULE
- The initial franchise tax is assessed at the rate of 15/100 of 1
percent ($1.50 per $1,000) on the paid-in capital represented in this
state, with a minimum of $25.
- The filling fee is $75.
- The MINIMUM TOTAL DUE (franchise tax + filing fee) is $100. (Applies
when the Consideration to be Received as set forth in Item 4 does not
exceed $16,667)
- The Department of Business Services in Springfield will provide
assistance in calculating the total fees if necessary.
Illinois Secretary of State Springfield, IL 62756
Department of Business Services Telephone (217) 782-9522 or 892-9523
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EXHIBIT A
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) for acts
or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) under Section 8.65 of the Illinois Business
Corporation Act, or (iv) for any transaction from which the director derived an
improper personal benefit.
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Form BCA-10.30
ARTICLES OF AMENDMENT
(Rev. Jan. 1999) File #
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Jesse White FILED SUBMIT IN DUPLICATE
Secretary of State ---------------------------
Department of Business Services AUG 25 2000 THIS SPACE FOR USE BY
Springfield, IL 62756 SECRETARY OF STATE
Telephone (217) 782-1832 JESSE WHITE Date 8-25-00
====================================== Franchise Tax $
Remit payment in check or money order, SECRETARY OF STATE Filing Fee * $25.00
payable to "Secretary of State" Penalty $
Approved:
The filing fee for restated articles
of amendment - $100.00
http://www.sos.state.il.us
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1. CORPORATE NAME: Atwood RV Products, Inc.
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(Note 1)
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted
on August 15, 2000 in the manner indicated below. ("X" one box only)
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(Month & Day)(Year)
[ ] By a majority of the incorporators, provided no directors were named
in the articles of incorporation and no directors have been elected;
(Note 2)
[ ] By a majority of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of the time of
adoption of this amendment;
(Note 2)
[ ] By a majority of the board of directors, in accordance with Section
10.15, shares having been issued but shareholder action not being
required for the adoption of this amendment;
(Note 3)
[X] By the shareholders, in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;
(Note 4)
[ ] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
shareholders having not less than the minimum number of votes required
by statute and by the articles of incorporation. Shareholders who have
not consented in writing have been given notice in accordance with
Section 7.10;
(Notes 4 & 5)
[ ] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this amendment.
(Note 5)
3. TEXT OF AMENDMENT:
a. When amendment effects a name change, insert the new corporate name
below. Use Page 2 for all other amendments.
Article I: The name of the corporation is:
Atwood Mobile Produces, Inc.
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(NEW NAME)
All changes other than name, include on page 2
(over)
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TEXT OF AMENDMENT
b. (If amendment affects the corporate purpose, the amended purpose is
required to be set forth in its entirety. If there is not sufficient
space to do so, add one or more sheets of this size.)
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4. The manner, if not set forth in Article 3b, in which any exchange,
reclassification or cancellation of issued shares, or a reduction of the
number of authorized shares of any class below the number of issued shares
of that class, provided for or effected by this amendment, is as follows:
(If not applicable, insert "No change")
No change
5. (a) The manner, if not set forth in Article 3b, in which said amendment
effects a change in the amount of paid-in capital (Paid-in capital replaces
the terms Stated Capital and Paid-in Surplus and is equal to the total of
these accounts) is as follows: (If not applicable, insert "No change")
No change
(b) The amount of paid-in capital (Paid-in Capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: (If not applicable,
insert "No change")
No change
Before Amendment After Amendment
Paid-in Capital $______________ $_____________
(COMPLETE EITHER ITEM 6 OR 7 BELOW. ALL SIGNATURES MUST BE IN BLACK INK.)
6. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury,
that the facts stated herein are true.
Dated August 16 , 2000 Atwood RV Products, Inc.
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(Month & Day) (Year) (Exact Name of Corporation at date of execution)
attested by /s/ J. Bryan Williams by /s/ David R. Bovee
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(Signature of Secretary or Assistant Secretary) (Signature of President or Vice President)
J. Bryan Williams, Secretary David R. Bovee, President
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(Type or Print Name and Title) (Type or Print Name and Title)
7. If amendment is authorized pursuant to Section 10.10 by the incorporators,
the incorporators must sign below, and type or print name and title.
OR
If amendment is authorized by the directors pursuant to Section 10.10 and
there are no officers, then a majority of the directors or such directors
as may be designated by the board, must sign below, and type or print name
and title.
The undersigned affirms, under the penalties of perjury, that the facts
stated herein are true.
Dated ,
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(Month & Day) (Year)
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NOTES AND INSTRUCTIONS
NOTE 1: State the true exact corporate name as it appears on the records of
the office of the Secretary of State, BEFORE any amendments herein
reported.
NOTE 2: Incorporators are permitted to adopt amendments ONLY before any shares
have been issued and before any directors have been named or elected.
(ss.10.10)
NOTE 3: Directors may adopt amendments without shareholder approval in only
seven instances, as follows:
(a) to remove the names and addresses of directors named in the
articles of incorporation;
(b) to remove the name and address of the initial registered agent
and registered office, provided a statement pursuant to ss. 5.10
is also filed;
(c) to increase, decrease, create or eliminate the par value of the
shares of any class, so long as no class or series of shares is
adversely affected.
(d) to split the issued whole shares and unissued authorized shares
by multiplying them by a whole number, so long as no class or
series is adversely affected thereby;
(e) to change the corporate name by substituting the word
"corporation", "incorporated", "company", "limited", or the
abbreviation "corp.", "inc.", "co.", or "ltd." for a similar word
or abbreviation in the name, or by adding a geographical
attribution to the name;
(f) to reduce the authorized shares of any class pursuant to a
cancellation statement filed in accordance with ss. 9.05;
(g) to restate the articles of incorporation as currently amended.
(ss.10.15)
NOTE 4: All amendments not adopted under ss. 10.10 or ss. 10.15 require (1)
that the board of directors adopt a resolution setting forth the
proposed amendment and (2) that the shareholders approve the
amendment.
Shareholder approval may be (1) by vote at a shareholders' meeting
(either annual or special) or (2) by consent, in writing, without a
meeting.
To be adopted, the amendment must receive the affirmative vote or
consent of the holders of at least 2/3 of the outstanding shares
entitled to vote on the amendment (but if class voting applies, then
also at least a 2/3 vote within each class is required).
The articles of incorporation may supersede the 2/3 vote requirement
by specifying any smaller or larger vote requirement not less than a
majority of the outstanding shares entitled to vote and not less than
a majority within each class when class voting applies. (ss.10.20)
NOTE 5: When shareholder approval is by consent, all shareholders must be
given notice of the proposed amendment at least 5 days before the
consent is signed. If the amendment is adopted, shareholders who have
not signed the consent must be promptly notified of the passage of the
amendment. (ss.ss.7.10 & 10.20)
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