Document x521kZKjbRV064j36j6Z5rerE

RESOLUTIONS . - - - .- . or THC SHARE HOLDERS OF * ' . ... ! ./ ,, ... ; Victor fv.iAHUFA.ciir tut re & gasket company- ' i . : ' . "V . ' /' RESOLVED that this corporation shall bo dissolved voluntarily pursuant to .. . . - . -Section 76. of the.Business1 Corporation Act of the-State of UHnbis-ai'^sodh" practicable after the transfer of all of the corporation's property and business to Its-solo shareholder, Dana Corporation, a Virginia-corporation, of Toledo, .Ohio, and the cessation of its carrying-on buslness.as provided In the plan Of complete.liquidation pursuant to Section 33.2 (b), and the basis of property . ' received determined pursuant to Section 33.4 (b)(2),- of.the. Internal Revenue Code of 1954, as amended;..and be it . - . ' ", ' .' .FURTHER RESOLVED that the officers of this corporation be.'and they'hereby are, authorized and directed to take all -such steps, ana to-make, execute, and as- liver ail such contracts ."documents,- deeds, bills of sale and other instruments as: they may deem necessary or desirable to transfer all of the .assets of this corporation to Dana Corporation in complete cancellation and redemption of the .capital stock of'this corporation, and-to effect a voluntary dissolution of;this corporation in accordance-with.-the-laws of the State of Illinois;- and be it ' . FURTHER.RESOLVED that the following plan for-the complete liquidation of the . corporation be, and it hereby is .. adopted: ' . .... ' , ' : * 1. Victor Manufacturing & Gasket Company shall be. . - completely, liquidated in the manner hereinafter Set. - : *: . forth. . .-/- ' _-; 2. All assets of the corporation. Including the net . - . ./ .' . proceeds of any sales, of the corporations properties.' - ;. -; and assets,.- after payment-of,' or the making of suitable' '.V ' - - provisions,fpr, debts,.liabilities and expenses of.the .. V ' . : corporation^'`shall be VUstrfbuted to the corporation's 1 . _ <\ sole shareholder, Dana Corporation, a Virginia corpora- ~ ' " tlon., incomplete cancellation and redemptioh.of all' ' , ... - the corporation's outstanding'stock,-such distribution * - to be made on or before August 31, 1967.- -- 3'i~As-sh'6rT'prh'6tlb'ab'ie~a'fter'theiransfer of'\ailOf.7">' ..... the corporation's property and bus'ness and the cessation "- ; of its carrying on business, this corporation shallbe - - . dissolved and its corporate existence terminated-in ... T accordance with the laws of the State of Illinois. '. CERTIFICATION i I, STANLEY W. GUSTAFSON,' Secretary of Victor Manufacturing ,' GasLet Company, an.llllnois. corporation, do hereby^ certify that, the'foregcir.'g resilution is a' true, correct and complete copy of the.'resolution adopted by , the shareholders of Victor Manufacturing & Gasket Company at a meeting duly' called,&nd held at 5750 West Roosevelt Road in Chicago, .Illinois, on the .21.3t ; i. ` -. . - - . ' . - > ' . day of March, A.D. 1967, at which meeting a quorum was'at-all times present and voted. ' . - ... . . . " -. . . . .. . . ' - * -IN WITNESS WHEREOF, I have hereunto set my hand and the seal. of the Corporation this 31st day of March, 1967.