EX-3.5 4 k12696exv3w5.txt TITAN WHEEL CORP OF ILLINOIS ARTICLES OF INCORPORATION Exhibit 3.5 File Number 5967-209-6 STATE OF ILLINOIS OFFICE OF THE SECRETARY OF STATE WHEREAS, ARTICLES OF INCORPORATION OF TITAN WHEEL CORPORATION OF ILLINOIS INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984. Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois, by virtue of the powers vested in me by law, do hereby issue this certificate and attach hereto a copy of the Application of the aforesaid corporation. In Testimony Whereof, I hereto set my hand and cause to be affixed the Great Seal of the State of Illinois, at the City of Springfield, this 19TH day of NOVEMBER A.D. 1997 and of the Independence of the United States the two hundred and 22ND. (SEAL) /s/ George H. Ryan ---------------------------------------- Secretary of State C-212 2 Form BCA-2.10 ARTICLES OF INCORPORATION This space for use by Secretary of State (Rev. Jan. 1991) George H. Ryan SUBMIT IN DUPLICATE! Secretary of State Department of Business Services (STAMP) This space for use by Springfield, IL 62756 Secretary of State Payment must be made by Date 11-19-97 certified check, cashier's check, Illinois attorney's Franchise Tax $ 25,00 check, Illinois C.P.A's check Filing Fee $ 75,00 or money order, payable to ------- "Secretary of State." Approved: Bl 100,00 1. CORPORATE NAME: Titan Wheel Corporation of Illinois (The corporate name must contain the word "corporation", "company," "incorporated," "limited" or an abbreviation thereof.) 2. Initial Registered Agent: Cheri T. Holley First Name Middle Initial Last name Initial Registered Office: 2701 Spruce Street Number Street Suite # Quincy IL 62301 Adams City Zip Code County 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.) Manufacturer of wheels. 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 ------ -------------- ---------------- --------------------- ------------------- common $ no par value 10,000 1,000 $1,000 ------ TOTAL = $1,000
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.) (over) 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 ----------- ------------------- --------------------------- _______________________________________________________________ _______________________________________________________________ _______________________________________________________________ 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) It is 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 business in the State of Illinois during the following year will be: $___________________________ 7. OPTIONAL: OTHER PROVISIONS 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. 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 October 30, 1997. SIGNATURE AND NAME ADDRESS ------------------ ------- 1. /s/ Cheri T. Holley 1. 2701 Spruce Street ---------------------------------- Street Signature Quincy IL 62301 Cheri T. Holley City/Town State Zip Code (Type or Print Name) 2. 2. ---------------------------------- ------------------------------------- Signature Street ---------------------------------- ------------------------------------- (Type or Print Name) City/Town State Zip Code 3. 3. ---------------------------------- ------------------------------------- Signature Street ---------------------------------- ------------------------------------- (Type or Print Name) City/Town State Zip Code (Signatures must be in 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 assistant secretary. 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 filing 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 782-9523 C-162 17