<PAGE>   1





                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.  20549

                                   FORM 10-Q

(MARK ONE)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1995, OR
[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO _________


COMMISSION FILE NO. 0-10235

                               GENTEX CORPORATION
             (Exact name of registrant as specified in its charter)

          MICHIGAN                                     38-2030505
 (State or other jurisdiction of        (I.R.S. Employer Identification No.)
  incorporation or organization)    
                                      
    600 N. CENTENNIAL, ZEELAND, MICHIGAN                  49464 
 (Address of principal executive offices)               (Zip Code)

                                 (616) 772-1800
              (Registrant's telephone number, including area code)

________________________________________________________________________________
  (Former name, former address and former fiscal year, if changed since last
                                    report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                 Yes     x                               No  
                        ---                                  ---

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                 Yes                                     No  
                       ---                                   ---

APPLICABLE ONLY TO CORPORATE USERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                                            Shares Outstanding
                  Class                      at April 17, 1995
                  -----                      -----------------
      Common Stock, $0.06 Par Value             16,620,256


                       Exhibit Index located at page   10

                                  Page 1 of 15

<PAGE>   2


PART I.          FINANCIAL INFORMATION


ITEM 1.          CONSOLIDATED FINANCIAL STATEMENTS

                      GENTEX CORPORATION AND SUBSIDIARIES
                                       
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                       
                    AT MARCH 31, 1995 AND DECEMBER 31, 1994
                                       
                                    ASSETS

<TABLE>
<CAPTION>
                                                                 March 31, 1995        December 31, 1994
                                                                 --------------        ----------------
<S>                                                             <C>                         <C>
CURRENT ASSETS
  Cash and cash equivalents                                         $16,969,763             $11,183,991
  Short term investments                                             12,334,862               8,146,964
  Accounts receivable, net                                           10,995,911              11,086,980
  Inventories                                                         5,132,065               5,303,552
  Prepaid expenses and other                                            525,413                 715,466
                                                                  -------------           -------------
    Total current assets                                             45,958,014              36,436,953

PLANT AND EQUIPMENT - NET                                            17,425,262              17,172,523

OTHER ASSETS
  Long-term investments                                              24,805,060              26,282,085
  Patents and other assets, net                                         632,532                 598,918
                                                                  -------------           -------------
    Total other assets                                               25,437,592              26,881,003
                                                                  -------------           -------------
  Total assets                                                      $88,820,868             $80,490,479
                                                                  =============           =============


                            LIABILITIES AND SHAREHOLDERS' INVESTMENT
                            ----------------------------------------

CURRENT LIABILITIES
  Accounts payable                                                   $4,140,968              $4,115,391
  Accrued liabilities                                                 6,768,170               4,621,936
                                                                  -------------           -------------

  Total current liabilities                                          10,909,138               8,737,327


DEFERRED INCOME TAXES                                                   414,454                 377,691

SHAREHOLDERS' INVESTMENT

  Common stock, par value $.06 per share                                997,216                 990,569
  Additional paid-in capital                                         33,436,153              31,875,455
  Retained earnings                                                  43,997,120              39,409,938
  Deferred compensation                                                (946,909)               (899,136)
  Cumulative Translation Adjustment                                      13,696                  (1,365)
                                                                  -------------           -------------

    Total shareholders' investment                                   77,497,276              71,375,461
                                                                  -------------           -------------

  Total liabilities and
    shareholders' investment                                        $88,820,868             $80,490,479
                                                                  =============           =============
   </TABLE>


    See accompanying notes to condensed consolidated financial statements.
                                       
                                     - 2 -

<PAGE>   3



                      GENTEX CORPORATION AND SUBSIDIARIES

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME

               FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994





<TABLE>
<CAPTION>
                                                             1995                     1994
                                                        -------------            -------------

<S>                                                      <C>                      <C>
NET SALES                                                $26,042,968              $21,158,790

COST OF GOODS SOLD                                        15,426,405               11,923,835
                                                        -------------            -------------

      Gross profit                                        10,616,563                9,234,955

OPERATING EXPENSES:
   Research and development                                1,388,550                1,217,566
   Selling, general
      & administrative                                     3,068,884                2,186,022
                                                        -------------            -------------

      Total operating expenses                             4,457,434                3,403,588
                                                        -------------            -------------

      Income from operations                               6,159,129                5,831,367

OTHER INCOME

   Interest and dividend income                              627,217                  290,488
   Other, net                                                 61,836                    3,938
                                                        -------------            -------------

      Total other income                                     689,053                  294,426
                                                        -------------            -------------
      Income before provision
         for federal income taxes                          6,848,182                6,125,793

PROVISION FOR FEDERAL INCOME TAXES                         2,261,000                2,024,000
                                                        -------------            -------------

NET INCOME                                                $4,587,182               $4,101,793
                                                        =============            =============

EARNINGS PER SHARE                                             $0.27                    $0.24

WEIGHTED DAILY AVERAGE OF
COMMON STOCK OUTSTANDING                                  17,057,610               17,027,885

</TABLE>




    See accompanying notes to condensed consolidated financial statements.
                                       
                                       
                                       
                                       
                                     - 3 -

<PAGE>   4


                      GENTEX CORPORATION AND SUBSIDIARIES
                                       
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       
              FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994





<TABLE>
<CAPTION>
                                                                         1995              1994
                                                                    --------------     --------------
<S>                                                                  <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                             $4,587,182         $4,101,793
Adjustments to reconcile net income to
  net cash provided by operating activities-
    Depreciation and amortization                                         764,609            696,094
    Gain on disposal of equipment                                          (5,000)                 0
    Deferred income taxes                                                  78,160             40,845
    Amortization of deferred compensation                                  74,477            134,280
    Change in assets and liabilities:
      Accounts receivable, net                                             91,069           (704,024)
      Inventories                                                         171,487            157,559
      Prepaid expenses and other                                          148,656            209,973
      Accounts payable                                                     25,577          1,076,638
      Accrued liabilities                                               2,146,234          1,583,300
                                                                    --------------     --------------

          Net cash provided by
            operating activities                                        8,082,451          7,296,458
                                                                    --------------     --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Decrease (Increase) in short-term investments                        (4,187,898)         2,203,412
  Plant and equipment additions                                        (1,012,232)          (603,149)
  Proceeds from sale of plant and equipment                                 5,000                  0
  Decrease (Increase) in long-term investments                          1,477,025         (6,789,667)
     Decrease in other                                                    (23,669)           (37,156)
                                                                    --------------     --------------

             Net cash used for
                investing activities                                   (3,741,774)        (5,226,560)
                                                                    --------------     --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock and tax benefit of
    stock plan transactions                                             1,445,095          1,629,696
                                                                    --------------     --------------
          Net cash provided by                                                            
            financing activities                                        1,445,095          1,629,696
                                                                    --------------     --------------

NET INCREASE IN CASH AND
     CASH EQUIVALENTS                                                   5,785,772          3,699,594

  CASH AND CASH EQUIVALENTS,
     beginning of period                                               11,183,991          5,979,530
                                                                    --------------     --------------
  CASH AND CASH EQUIVALENTS,
     end of period                                                    $16,969,763         $9,679,124
                                                                    ==============     ==============
</TABLE>





     See accompanying notes to condensed consolidated financial statements

                                      -4-

<PAGE>   5

                     GENTEX  CORPORATION  AND  SUBSIDIARIES


                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1)      The condensed consolidated financial statements included herein have
         been prepared by the Registrant, without audit, pursuant to the rules
         and regulations of the Securities and Exchange Commission.  Certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         principles have been condensed or omitted pursuant to such rules and
         regulations, although the Registrant believes that the disclosures are
         adequate to make the information presented not misleading.  It is
         suggested that these condensed consolidated financial statements be
         read in conjunction with the financial statements and notes thereto
         included in the Registrant's 1994 annual report on Form 10-K.

(2)      In the opinion of management, the accompanying unaudited condensed
         consolidated financial statements contain all adjustments, consisting
         of only a normal and recurring nature, necessary to present fairly the
         financial position of the Registrant as of March 31, 1995, and
         December 31, 1994, and the results of operations and cash flows for
         the interim periods presented.

(3)      Inventories consisted of the following at the respective quarter end:


<TABLE>
<CAPTION>
                                    March 31, 1995             December 31, 1994
                                    --------------             -----------------
             <S>                    <C>                          <C>
             Raw materials            $3,294,004                   $3,568,074
             Work-in-process             275,183                      275,183
             Finished goods            1,562,878                    1,460,295
                                      ----------                   ----------
                                      $5,132,065                   $5,303,552
                                      ==========                   ==========
                              
</TABLE>

(4)      The Company owns four U.S. Patents for automatic mirrors and
         electrochromic devices that were the subject of patent infringement
         claims asserted against Donnelly Corporation ("Donnelly") during 1990
         to 1993.  All of those claims, except for the patent infringement
         claim against the Donnelly "Polychromic" rearview mirror, have either
         been adjudicated or were resolved in a settlement in May 1993.  Gentex
         received $3.6 million in damages and settlement fees.

         Despite the May 1993 settlement agreement, in November 1993, Donnelly
         requested that the U.S. Patent and Trademark office (USPTO) re-
         examine certain claims it had granted to Gentex in the Company's U.S.
         Patent No. 5,128,799.  The USPTO agreed to do so, which is not
         unusual, and that re-examination is proceeding.

         In the case of Gentex Corporation vs. Donnelly Corporation (No. 1:93
         CV 430), filed in U.S. District Court for the Western District of
         Michigan, Southern Division, the patent infringement claim against
         Donnelly's "Polychromic" rearview mirror was adjudicated by the
         Federal District Court in March 1994, when it granted Donnelly's
         motion for summary judgment of non-infringement of Gentex U.S. Patent
         No. 5,128,799 by the Donnelly "Polychromic" rearview mirror.  However,
         Gentex appealed that March 1994 judgment to the Court of Appeals for
         the Federal Circuit.  Oral arguments were heard on that appeal in
         November 1994, and a decision is pending.

         The Company also is in litigation with Donnelly on the July 1993 and
         October 1994 suits Donnelly filed for alleged patent infringement by
         the Company's products.  The July 1993 case of Donnelly Corporation
         vs. Gentex Corporation (No. 1:93 CV 530), filed in U.S. District Court
         for the Western District of Michigan, Southern Division, is related to
         alleged infringement of three Donnelly patents directed to the use of
         lights in mirrors ("light and rearview mirror assembly patents") and
         of one Donnelly patent directed to the use of a rearview mirror with a
         "dark or color-matched seal."  The Company responded to this suit and
         denied infringement of each patent, asserting that the Donnelly
         patents are invalid and unenforceable and asserting that Donnelly had
         failed to comply with the patent marking statute, precluding recovery
         of pre-suit damages.

                                      -5-

<PAGE>   6

 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (cont.)

(4)      (Cont.)

         Gentex made a motion for summary judgment of invalidity of the
         Donnelly "dark or color-matched seal" patent in June 1994, and a
         decision on that motion is pending.  Also pending is a decision on
         Donnelly's motion for a preliminary injunction against alleged
         infringement of that same patent.  In April 1995, the Company also
         filed motions for summary judgment of the non-infringement and
         invalidity of the Donnelly light and rearview mirror assembly patents
         and motions for partial summary judgment precluding Donnelly from
         recovering any damages for certain acts of alleged infringement.  A
         decision also is pending on those motions.

         In April 1995, Donnelly filed five motions for partial summary
         judgment seeking to dismiss certain defenses asserted by the Company
         against the "dark or color-matched seal" patent and against two of the
         light and rearview mirror assembly patents, and seeking summary
         judgment of the alleged infringement of the "dark or color-matched
         seal" patent and one of the light and rearview mirror assembly
         patents.  Decisions also are pending on those motions.  Both the "dark
         or color-matched seal" patent and the light and rearview mirror
         assembly patents are scheduled for a mini-trial (non-binding
         alternative dispute resolution before a neutral advisor) in early May
         1995.  If the parties do not agree on a resolution of those claims at
         the mini-trial, the case is scheduled for trial to a jury in October
         1995.

         In the October 1994 case of Donnelly Corporation vs. Gentex
         Corporation (No. 1:94 CV 695), filed in U.S. District Court for the
         Western District of Michigan, Southern Division, Donnelly alleged the
         Company's rearview mirror products infringe two recently granted
         Donnelly patents directed to the use of ultraviolet stabilizers to
         protect electrochromic mirrors from the harmful effects of ultraviolet
         radiation.  Donnelly also made a motion for a preliminary injunction.
         The Company responded to this suit, denying infringement and asserting
         the Donnelly patents are invalid and unenforceable because Donnelly
         engaged in inequitable conduct before the U.S. Patent and Trademark
         Office in obtaining these patents.  This case is in the early stages
         of discovery and no trial date has been scheduled.

         The Company also is in litigation with C-D Marketing, which filed a
         complaint in February 1994, in the case of C-D Marketing, Ltd. vs.
         Gentex Corporation and Chrysler Corporation (No. 94 CV 70501 DT), in
         the U.S. District Court for the Eastern District of Michigan, Southern
         Division, alleging that certain Gentex electrochromic rearview mirrors
         infringe its U.S. Patent No. 4,690,508.  The Company has denied
         infringement and asserted that the C-D Marketing patent is invalid.
         This case in the late stage of discovery, and a jury trial may be
         scheduled for late 1995.

         While the ultimate results of patent litigation cannot be predicted
         with certainty, management believes that they will not have a material
         adverse effect on the Company's financial statements.

                                      -6-

<PAGE>   7


                             GENTEX  CORPORATION


I
TEM 2.      MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  RESULTS  OF
             OPERATIONS AND  FINANCIAL  CONDITION 

             RESULTS OF OPERATIONS:

             FIRST  QUARTER  1995  VERSUS  FIRST QUARTER  1994

             Net Sales.  Net sales for the first quarter of 1995 increased by
             approximately $4,884,000, or 23%, when compared with the first
             quarter last year.  Automatic mirror unit shipments increased from
             approximately 417,000 in the first quarter of 1994 to 518,000 in
             the current quarter.  This increase primarily reflected increased
             penetration on 1995 model year vehicles for interior and exterior
             electrochromic Night Vision Safety(TM) (NVS(R)) Mirrors.  Net 
             sales of the Company's fire protection products decreased 6%, 
             primarily due to reduced shipments of its strobe warning light to 
             a customer that has developed its own strobe product.

             Cost of Goods Sold.  As a percentage of net sales, cost of goods
             sold increased from 56% in the first quarter of 1994 to 59% for
             the comparable period in 1995.  This increased percentage
             primarily reflects automotive customer price reductions for the
             1995 model year and changes in the Company's product mix.

             Operating Expenses.  Research and development expenses increased
             approximately $171,000, but decreased from 6% to 5% of net sales,
             when compared with the same quarter last year, primarily
             reflecting additional staffing and other compensation increases.
             Selling, general and administrative expenses increased
             approximately $883,000, and increased from 10% to 12% of net
             sales, when compared with the first quarter of 1994.  This
             increased expense primarily reflected higher patent litigation
             activities.

             Other Income - Net.   Other income increased by approximately
             $395,000 when compared with the first quarter of 1994, primarily
             due to the higher investable fund balances and higher interest
             rates.

             FINANCIAL CONDITION:

             Management considers the Company's working capital and long-term
             investments totaling approximately $59,854,000 at March 31, 1995,
             together with internally generated cash flow and an unsecured
             $5,000,000 line of credit from a bank, to be sufficient to cover
             anticipated cash needs for the foreseeable future.

             TRENDS AND DEVELOPMENTS:

             The Company currently supplies NVS(R) Mirrors to Chrysler
             Corporation, Ford Motor Company and General Motors Corporation
             under long-term contracts.  The General Motors Corporation
             contract is through the 1995 Model Year, the term of the Ford
             contract is through December 1999, while the Chrysler contract
             runs through the 1999 Model Year.

             The Company continues to experience pricing pressures from its
             automotive customers, but believes, based upon information
             currently available, that any price reductions may, for the most
             part, eventually be offset by productivity improvements and
             increases in unit sales volume.

             The total costs to defend the Company in the July 8, 1993, and
             October 13, 1994, suits filed by Donnelly Corporation, and the
             February 18, 1994, suit filed by C-D Marketing, Ltd. will be
             affected by the duration and activity level, and are not
             determinable at this time.  However, management currently believes
             that, if the current trend continues, patent litigation costs will
             continue to increase with the additional suits and related
             activity levels, but should peak out during the year.



                                      -7-

<PAGE>   8



P
ART II.     OTHER INFORMATION




             Item 6.      Exhibits and Reports on Form 8-K

                          (a)   See Exhibit Index on Page 10.

                          (b)   No reports on Form 8-K were filed during the
                                three months ended March 31, 1995.





                                      -8-

<PAGE>   9

                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                           GENTEX CORPORATION



Date  April 28, 1995                               Fred T. Bauer
                                           -----------------------------
                                           Fred T. Bauer
                                           Chairman and Chief
                                           Executive Officer


Date  April 28, 1995                               Enoch C. Jen
                                           -----------------------------
                                           Enoch C. Jen
                                           Vice President Finance
                                           Principal Financial and
                                           Accounting Officer


                                     -9-


<PAGE>   10


                                 EXHIBIT INDEX



<TABLE>
<CAPTION>
EXHIBIT NO.                                    DESCRIPTION                                                  
- - -----------                                    -----------                                                  
<S>          <C>                                                                                            

3(a)(1)      Registrant's Articles of Incorporation, with all amendments through April 28, 1995.

3(b)         Registrant's Bylaws as amended and restated March 1, 1990, were
             filed as Exhibit 3(b) to Registrant's Report on Form 10-K
             dated March 1, 1990, and the same is incorporated herein by
             reference.

4(a)         A specimen form of certificate for the Registrant's common stock,
             par value $.06 per share, was filed as part of a Registration
             Statement on Form S-18 (Registration No. 2-74226C) as Exhibit 3(a),
             as amended by Amendment No. 3 to such Registration Statement, and
             the same is hereby incorporated herein by reference.

4(b)         Shareholder Protection Rights Agreement, dated as of August 26,
             1991, including as Exhibit A the form of Certificate of
             Adoption of Resolution Establishing Series of Shares of Junior
             Participating Preferred Stock of the Company, and as Exhibit B the
             form of Rights Certificate and of Election to Exercise, was filed
             as Exhibit 4(b) to Registrant's report on Form 8-K on August 20,
             1991, and the same is hereby incorporated herein by reference.

4(b)(1)      First Amendment to Shareholder Protection Rights Agreement,
             effective April 1, 1994, was filed as Exhibit 4(b)(1) to
             Registrant's report on Form 10-Q on April 29, 1994, and the same is
             hereby incorporated herein by reference.

10(a)(1)     A Lease dated August 15, 1981, was filed as part of a Registration
             Statement (Registration Number 2-74226C) as Exhibit 9(a)(1),
             and the same is hereby incorporated herein by reference.

10(a)(2)     A First Amendment to Lease dated June 28, 1985, was filed as
             Exhibit 10(m) to Registrant's Report on Form 10-K dated March
             18, 1986, and the same is hereby incorporated herein by reference.

10(b)(1)     Gentex Corporation Qualified Stock Option Plan as amended and 
             restated, effective May 13, 1993.                                                                   

10(b)(2)     Gentex Corporation 1987 Incentive Stock Option Plan (as amended
             through May 24, 1989), was filed as Exhibit 10(g)(3) to
             Registrant's Report on Form 10-K dated March 1, 1990, and the same
             is hereby incorporated herein by reference.

*10(b)(3)    Gentex Corporation Restricted Stock Plan was filed as Exhibit 
             10(b)(3) to Registrant's Report on Form 10-K dated March
             10, 1992, and the same is hereby incorporated herein by reference.


</TABLE>


                                     -10-

<PAGE>   11




<TABLE>
<CAPTION>
EXHIBIT NO.                                    DESCRIPTION                                                  PAGE
- - -----------                                    -----------                                                  ----
<S>          <C>                                                                                            <C>


*10(b)(4)    Gentex Corporation Non-Employee Director Stock Option Plan as
             amended through March 5, 1993, was filed as Exhibit 10(b)(4)
             to Registrant's Report on Form 10-K dated March 5, 1993, and the
             same is incorporated herein in reference.

10(e)        The form of Indemnity Agreement between Registrant and each of the
             Registrant's directors was filed as a part of a Registration
             Statement on Form S-2 (Registration No. 33-30353) as Exhibit 10(k)
             and the same is hereby incorporated herein by reference.

27           Financial Data Schedule
</TABLE>




             _____________________________________________________






* Indicates a compensatory plan or arrangement.





                                      -11-





<PAGE>   1

                                                                 EXHIBIT 3(a)(1)


                                    RESTATED

                           ARTICLES OF INCORPORATION

                                       OF

                               GENTEX CORPORATION

      These Restated Articles of Incorporation are executed pursuant to the
provisions of Sections 641 through 651, Act 284, Public Acts of 1972, as
amended.  The present name, and all of the former names, of the Corporation is
Gentex Corporation.  The original Articles of Incorporation were filed on
January 11, 1974.

      The following Restated Articles of Incorporation supersede the original
Articles of Incorporation as amended and shall be the Articles of Incorporation
of the Corporation:


                                   ARTICLE I

      The name of the corporation is Gentex Corporation.


                                   ARTICLE II

      The purpose or purposes for which the corporation is formed is to engage
in any activity within the purposes for which corporations may be organized
under the Business Corporation Act of Michigan.


                                  ARTICLE III

      The total authorized capital stock of this corporation is 50,000,000
shares of common stock of $.01 par value per share.  The authorized shares of
common stock of $.01 par value per share are all of one class with equal voting
power, and each such share shall be equal to every other such share.

                                   ARTICLE IV

      The address of the current registered office, which is the same as the
mailing
 address of that office, is 10985 Chicago Drive, Zeeland, Michigan
49464. The name of the current resident agent at the registered office is Dan
Bauer.



                                    12(A)

<PAGE>   2

                                   ARTICLE V

      The corporation shall, to the full extent permitted by the Michigan
Business Corporation Act, as amended from time to time, indemnify all persons
whom it may indemnify pursuant thereto.


      These Restated Articles of Incorporation were duly adopted by the
shareholders on the 1st day of August, 1981, in accordance with the provisions
of Section 642, Act 284, Public Acts of 1972, as amended.  The necessary number
of shares as required by statute were voted in favor of the Restated Articles
of Incorporation.


      Signed this 12th day of August, 1981.


                                                   DAN C. BAUER
                                                ------------------
                                                  Its President





                                    12(B)

<PAGE>   3

                            CERTIFICATE OF AMENDMENT
                                       TO
                           ARTICLES OF INCORPORATION

      The undersigned Corporation executes the following Certificate of
Amendment to its Articles of Incorporation pursuant to the provisions of
Section 631, Act 284, Public Acts of 1972, as amended:

      1.    The name of the Corporation is Gentex Corporation.  The location of
the registered office is 10985 Chicago Drive, Zeeland, Michigan 49464.

      2.    The following amendment to the Articles of Incorporation was
adopted by the shareholders of the Corporation in accordance with Section (2) of
Section 611, Act 284, Public Acts of 1972, as amended, on the 2nd day of
November, 1981:

            RESOLVED, that Article III of the Articles of Incorporation be 
      amended to read as follows:

                                  ARTICLE III.

                The total authorized capital stock of this corporation is
            10,000,000 shares of common stock of $.06 par value per share.  The
            authorized shares of common stock of $.06 par value per share are
            all of one class with equal voting power, and each such share shall
            be equal to every other such share.

      3.    The necessary number of shares as required by statute were voted
in favor of the Amendment.

      Signed, this 2nd day of November, 1981.

                                            GENTEX CORPORATION

                                            By  Arlyn Jay Lanling
                                               -----------------------
                                               Its Vice-President


                                    12(C)

<PAGE>   4

                            CERTIFICATE OF AMENDMENT

                      TO THE ARTICLES OF INCORPORATION FOR

                               GENTEX CORPORATION

      The undersigned Corporation executes the following Certificate of
Amendment to its Articles of Incorporation pursuant to the provisions of
Section 631, Act 284, Public Acts of 1972, as amended.

      1.    The name of the Corporation is Gentex Corporation.

      2.    The location of the registered office is 10985 Chicago

Drive, Zeeland, Michigan 49464.

      3.    The following Amendment to the Articles of Incorporation was

adopted on the 22nd day of April, 1983:

      RESOLVED, that the following articles be added to the Articles of
Incorporation for the Corporation:

                                   ARTICLE VI

                               AUTHORITY OF BOARD

      A.    The business and affairs of the Corporation shall be managed by a
Board of Directors which shall exercise all of the powers and authority of the
Corporation (subject to delegation to committees of the Board of Directors as
permitted by law and not inconsistent with these Articles of Incorporation)
except for such matters as are reserved to shareholders of the Corporation by
law or by these Articles of Incorporation.

                                 SIZE OF BOARD

      B.    The Board of Directors shall consist of at least six (6), but not
more than nine (9) members, and the specific number of directors to be elected
or appointed with such limits shall be as determined by the Board of Directors
from time to time.

                            CLASSIFICATION OF BOARD

      C.    Directors shall be divided into three classes and each class shall
be as nearly equal in number as possible to the other classes.  At the annual
meeting of shareholders held in 1984, the directors shall be nominated and
elected by class to serve for terms which expire at the first, second and third
subsequent an-



                                    12(D)

<PAGE>   5

nual meetings of shareholders, respectively.  At each annual meeting of
shareholders subsequent to 1984, directors shall be elected to serve for a term
which expires at the third annual meeting of shareholders following a meeting
at which the director is elected.

                               VACANCIES IN BOARD

      D.    Vacancies occurring in the Board of Directors by reason of death,
resignation or removal of a director may be filled by the affirmative vote of a
majority of the remaining directors, though less than a quorum of the Board,
and vacancies occurring by reason of an increase of the number of directors may
be filled by majority vote of the Board of Directors at any meeting duly called
and convened.  Directors appointed by the Board of Directors to fill any
vacancies shall hold office only until the next annual meeting of shareholders.

                             NOMINATIONS FOR BOARD

      E.    Nominations for directors who are proposed as replacements for
directors appointed by the Board of Directors to fill vacancies, if any, shall
be designated in ballots and/or proxies submitted to shareholders to serve such
terms of years as will make the classes of directors as nearly equal to each
other in number as possible. Nominations by shareholders for any directorship
must be submitted to the Board of Directors by written notice not later than
thirty (30) days prior to the date of the annual meeting of shareholders at
which the election is to be held (or within seven days after the date the
Corporation mails, or otherwise gives notice of the date of such meeting, if
such notice is given less than forty (40) days prior to the meeting date),
which notice shall state the name of the nominee, the address of the nominee's
business or residence, the nominee's principal occupation and the name and
address of the nominee's employer or business if self-employed.

                               REMOVAL FROM BOARD

      F.    Any director may be removed from office as a director at any time,
with or without cause, by the affirmative vote of the holders of a majority of
the then issued and outstanding shares of the Corporation's stock entitled to
vote thereon at a meeting duly called and convened for that purpose.

                                   AMENDMENT

      G.    This article may not be amended or repealed, in whole or in part,
except by affirmative vote of the holders of at least four-fifths (4/5ths) of
the issued and outstanding shares of the Corporation's capital stock entitled
to vote in the election of directors; provided, however, that such amendment or
repeal may be made by majority vote of such shareholders at any meeting of
shareholders duly called and convened where such amendment has





                                    12(E)

<PAGE>   6

been recommended for approval by two-thirds (2/3rds) of all directors then
holding office.

                                  ARTICLE VII

            SPECIAL REQUIREMENTS REGARDING CERTAIN TRANSACTIONS WITH
                               INTERESTED PARTIES

      A.    Unless the conditions set forth in subparagraphs 1 through 4 of
this Paragraph A are satisfied or the approval specified in subparagraph 1 of
Paragraph B of this Article has been made, the affirmative vote of the holders
of that fraction of the outstanding shares of the capital stock of the
Corporation entitled to vote in the election of directors, but in no event less
than four-fifths (4/5ths), determined by using as the numerator a number equal
to the sum of (i) the outstanding shares of such stock beneficially owned by
all Interested Parties, plus (ii) four-fifths (4/5ths) of the remaining number
of such outstanding shares, and using as the denominator a number equal to the
total number of the outstanding shares entitled to vote in the election of
directors, shall be required for the adoption or authorization of a Combination
or Reorganization (as hereinafter defined) with any Interested Party (as
hereinafter defined) if, as of the record date for the determination of
shareholders entitled to vote thereon, the Interested Party is (or has been at
any time within the preceding twelve (12) months the beneficial owner, directly
or indirectly, of five percent (5%) or more of the issued and outstanding
shares of the Corporation's capital stock entitled to vote in the election of
Directors.  The four-fifths (4/5) vote requirement specified in the preceding
sentence shall not be applicable if:

            1.    The cash and fair market value of any other consideration to
      be received per share by holders of the common stock of the Corporation
      (including shareholders who do not vote in favor of the transaction) in
      exchange or substitution for their shares in the Combination or
      Reorganization is at least equal in amount to: (a) the highest per share
      amount paid by the Interested Party in acquiring any of its holdings of
      the common stock of the Corporation; plus (b) the amount, if any, by
      which six percent (6%) per annum of that per share price exceeds the
      aggregate of per share amounts paid as cash dividends, in each case
      computed from the date the Interested Party became an Interested Party;

            2.    Subsequent to becoming an Interested Party: (a) the
      Interested Party shall have taken steps to ensure that the Corporation's
      Board of Directors included at all times representation by Continuing
      Directors (as hereinafter defined) proportionate to the shareholdings
      of the shareholders not affiliated with the Interested Party (with a
      Continuing Director to occupy any resulting fractional Board position);
      (b) the Interested Party shall not have acquired any newly issued
      securities of the Corporation, including securities conver-





                                    12(F)

<PAGE>   7

      tible into common stock, from the Corporation, directly or indirectly,
      except with respect to pro rata stock dividends or stock splits; (c) the
      Interested Party shall not have acquired any additional shares of the
      outstanding common stock of the Corporation or securities convertible
      into common stock, except as a part of the transaction which resulted in
      the Interested Party becoming an Interested Party; and (d) the Interested
      Party shall not have received a benefit, directly or indirectly (except
      proportionately as a shareholder), of any loans, advances, guarantees,
      pledges, tax credits or other financial assistance provided by the
      Corporation;

            3.    Subsequent to the date the Interested Party became an
      Interested Party there shall have been no major change in the
      Corporation's business or equity capital structure without, in each case,
      approval by at least two-thirds (2/3rds) of the Continuing Directors, as
      well as a majority of all Directors; and

            4.    A proxy statement conforming to the requirements of the
      Securities Exchange Act of 1934 shall have been mailed to the
      shareholders of the Corporation for the purpose of soliciting shareholder
      approval of the Combination or Reorganization containing at the front
      thereof, in a prominent place, any recommendations as to the advisability
      (or inadvisability) of the Combination or Reorganization that the
      Continuing Directors, or any of them, may choose to state and, if deemed
      advisable by majority of the Continuing Directors, an opinion of a
      reputable investment banking firm as to the fairness (or lack thereof) of
      the terms of the Combination or Reorganization from the point of view of
      the remaining public shareholders of the Corporation, which investment
      banking firm shall be selected by a majority of the Continuing Directors
      and shall be paid a reasonable fee for its services by the Corporation
      upon receipt of the opinion.

                                   EXCEPTIONS

      B.    The provisions of Paragraph A of this Article shall not apply, and
the otherwise applicable provisions of Michigan law shall apply to:

            1.    Any Combination or Reorganization as to which a memorandum of
      understanding with the Interested Party setting forth the principal terms
      of the transaction has been approved by two-thirds (2/3rds) of the
      Continuing Directors and a majority of all directors (provided the
      transaction is consummated in substantial conformity therewith); or

            2.    Any Combination or Reorganization with an Interested Party
      where this Corporation then holds more than 50% of the issued and
      outstanding shares of the capital stock in such Interested Party which
      are entitled to vote in election of Directors.





                                    12(G)

<PAGE>   8

                                  DEFINITIONS

      C.    As used in this Article, the following words and phrases shall have
the following meanings:

            1.    "Interested Party" means every person or entity which is the
      beneficial owner of five percent (5%) or more of the Corporation's issued
      and outstanding shares of capital stock entitled to vote in the election
      or directors, as elsewhere specified in this Article.  In addition, an
      Interested Party includes (and an Interested Party shall be deemed to be
      the beneficial owner of all of the shares held directly or indirectly by)
      all "Affiliates" and "Associates" (as hereinafter defined) of such person
      or entity and any person or entity with which the Interested Party, or
      the Affiliates or Associates thereof, has any agreement, arrangement or
      understanding with respect to the acquisition, holding, disposition or
      voting of shares of the capital stock of this Corporation, together with
      the successors and assigns of such persons or entities in any transaction
      or series of transaction not involving a public offering of the
      Corporation's shares within the meaning of the Securities Act of 1933.

            2.    "Combination or Reorganization" means any merger involving
      this Corporation (or a subsidiary of this Corporation) and an Interested
      Party (irrespective of the identity of the surviving corporation), any
      consolidation involving this Corporation (or a subsidiary of this
      Corporation) and an Interested Party, any sale, exchange, lease,
      mortgage, transfer or other disposition by this Corporation (or a
      subsidiary of this Corporation) of all, or substantially all, of its
      assets or business, directly or indirectly, to an Interested Party, and
      any transaction whereby voting securities of this Corporation (or any
      subsidiary) are issued or transferred by this Corporation (or any
      subsidiary) in exchange or payment for the securities or assets of an
      Interested Party.

            3.    "Continuing Director" means a director of the Corporation
      holding office as of the time this Article becomes effective, a director
      elected by shareholders subsequent to the time this Article becomes
      effective, but prior to the time an Interested Party acquired the status
      of Interested Party, and any director who succeeded a Continuing Director
      pursuant to an affirmative recommendation by a majority of Continuing
      Directors.

            4.    "Affiliate" means with respect to any person or entity that
      such person or entity directly, or indirectly through one or more
      intermediaries, controls, is controlled by, or is under common control
      with, such person or entity.

            5.    "Associate" means with respect to any person or entity: 
      (1) any corporation or organization of which such





                                    12(H)

<PAGE>   9

      person or entity is an officer, director or partner, or is directly or
      indirectly the beneficial owner of ten percent (10%) or more of any class
      of equity securities; (2) any trust or other estate in which such person
      or entity has a substantial beneficial interest or as to which such
      person or entity serves as trustee or any similar capacity; and (3) any
      relative or spouse of such person, or any relative of such spouse, who
      has the same home as such person.

                                INTERPRETATIONS

      D.    A majority of the Continuing Directors shall have the authority to
determine for purposes of this Article, on the basis of information known to
them:

            1.    Whether any person or entity owns beneficially five percent
      (5%) or more of the issued and outstanding shares of the common stock of
      this Corporation.

            2.    Whether a person or entity is an Affiliate or Associate of
      another, and

            3.    Whether a person or entity has an agreement, arrangement or
      understanding with another.

      Any determination pursuant to this subparagraph made in good faith by the
Continuing Directors shall be conclusive and binding for the purposes specified
in this Article.

                                   AMENDMENT

      E.    This Article may not be amended or repealed, in whole or in part,
except by affirmative vote of that fraction of the outstanding shares of the
capital stock of the Corporation entitled to vote in the election of directors,
but in no event less than four-fifths (4/5ths), determined by using as the
numerator a number equal to the sum of (i) the outstanding shares of such stock
beneficially owned by all Interested Parties, plus (ii) four-fifths (4/5ths) of
the remaining number of such outstanding shares, and using as the denominator a
number equal to the total number of the outstanding shares of stock of the
Corporation entitled to vote in the election of directors.

                                  ARTICLE VIII

                          EVALUATION OF CERTAIN OFFERS

      The Board of Directors of this Corporation shall not approve, adopt or
recommend any offer of any person or entity, other than the Corporation, to
make a tender or exchange offer for any capital stock of the Corporation, to
merge or consolidate the Corporation with any other entity or to purchase or
otherwise acquire all or substantially all of the assets or business of the
Corporation unless and until the Board of Directors shall have first evaluated





                                    12(I)

<PAGE>   10

the offer and determined that the offer would be in compliance with all
applicable laws and that the offer is in the best interests of the Corporation
and its shareholders.  In connection with its evaluation as to compliance with
laws, the Board of Directors may seek and rely upon an opinion of legal counsel
independent from the offeror and it may test such compliance with laws in any
state or federal court or before any state or federal administrative agency
which may have appropriate jurisdiction. In connection with its evaluation as
to the best interests of the Corporation and its shareholders, the Board of
Directors shall consider all factors which it deems relevant, including without
limitation: (1) the adequacy and fairness of the consideration to be received
by the Corporation and/or its shareholders under the offer considering
historical trading prices of the Corporation's stock, the price that might be
achieved in a negotiated sale of the Corporation as a whole, premiums over
trading prices which have been proposed or offered with respect to the
securities of other companies in the past in connection with similar offers,
and the future prospects for this Corporation and its business; (2) the
potential social and economic impact of the offer and its consummation on this
Corporation, its employees, customers and vendors; and (3) the potential social
and economic impact of the offer and its consummation on the communities in
which the Corporation and any subsidiaries operate or are located.

                                   AMENDMENT

      This Article may not be amended or repealed, in whole or in part, except
by affirmative vote of the holders of at least four-fifths (4/5ths) of the
issued and outstanding shares of the Corporation's capital stock entitled to
vote in the election of directors; provided, however, that such amendment or
repeal may be made by majority vote of such shareholders at any meeting of
shareholders duly called and convened where such amendment or repeal has been
recommended for approval by two-thirds (2/3rds) of all directors then holding
office.

      4.    The foregoing Amendment was adopted by the Shareholders of the
Corporation in accordance with Section 611(2), Act 284, Public Acts of 1972, as
amended, and the necessary number of shares as required by statute were voted
in favor of the Amendment.

      Signed this 22nd day of April, 1983.


                                            /s/ DAN BAUER
                                            Dan Bauer, President
                                            Gentex Corporation





                                    12(J)

<PAGE>   11


                          CERTIFICATE OF AMENDMENT TO
                        THE ARTICLES OF INCORPORATION OF
                               GENTEX CORPORATION


  The undersigned Corporation executes the following Certificate of Amendment

to its Articles of Incorporation pursuant to Section 631, Act 284, Public Acts

of 1972, as amended.

  1.   The name of the Corporation is Gentex Corporation.

  2 .  The Corporation identification number (CID) assigned by the Bureau is

085-536.

  3.   The location of the registered office is 10985 Chicago Drive, Zeeland,

Michigan 49464.



  RESOLVED, that the following articles be added to the Articles of
Incorporation of the Corporation:

                                   ARTICLE VI

                               AUTHORITY OF BOARD

  A.   The business and affairs of the Corporation shall be managed by a Board
of Directors which shall exercise all of the powers and authority of the
Corporation (subject to delegation to committees of the Board of Directors as
permitted by law and not inconsistent with these Articles of Incorporation)
except for such matters as are reserved to shareholders of the Corporation by
law or by these Articles of Incorporation.

                                 SIZE OF BOARD

  B.   The Board of Directors shall consist of at least six (6), but not more
than nine (9) members, and the specific number of directors to be elected or
appointed within such limits shall be as determined by the Board of Directors
from time to time.

                            CLASSIFICATION OF BOARD

  C.   Directors shall be divided into three classes and each class shall be as
nearly equal in number as possible to the other classes.   At the first
election of directors subsequent to the adoption of this Article, the directors
shall be elected by class to serve for terms which expire at the first, second
and third subsequent annual meetings of shareholders, respectively.  At each
annual meeting of shareholders thereafter, directors shall be



                                    12(K)

<PAGE>   12

elected to serve for a term which expires at the third annual meeting of
shareholders following a meeting at which the director is elected.

                               VACANCIES IN BOARD

  D.   Vacancies occurring in the Board of Directors by reason of death,
resignation or removal of a  director may be filled by the affirmative vote of
a majority of the remaining directors, though less than a quorum of the Board,
and vacancies occurring by reason of an increase of the number of directors may
be filled by majority vote of the Board of Directors at any meeting duly called
and convened. Directors appointed by the Board of Directors to fill any
vacancies shall hold office only until the next annual meeting of shareholders.

                              NOMINATION FOR BOARD

  E.   Nomination for directors who are proposed as replacements for directors
appointed by the Board of Directors to fill vacancies, if any, shall be
designated in ballots and/or proxies submitted to shareholders to serve such
terms of years as will make the classes of directors as nearly equal to each
other in number as possible.  Nominations by shareholders for any directorship
must be submitted to the Board of Directors by written notice not later than
thirty (30) days prior to the date of the annual meeting of shareholders at
which the election is to be held (or within seven days after the date the
Corporation mails, or otherwise gives notice of the date of such meeting, if
such notice is given less than forty (40) days prior to the meeting date),
which notice shall state the name of the nominee, the address of the nominee's
business or residence, the nominee's principal occupation and the name and
address of the nominee's employer or business if self-employed.

                               REMOVAL FROM BOARD

  F.   A director may be removed from office as a director, with or without
cause, only by the affirmative vote of the holders of two-thirds (2/3) of the
then issued and outstanding shares of the Corporation's stock entitled to vote
thereon at a meeting duly called and convened for that purpose.

                                   AMENDMENT

  G.   This Article may not be amended or repealed, in whole or in part, except
by affirmative vote of the holders of at least two-thirds (2/3) of the issued
and outstanding shares of the Corporation's capital stock entitled to vote in
the election of directors; provided, however, that such amendment or repeal may
be made by majority vote of such shareholders at any meeting of shareholders
duly called and convened where such amendment has been recommended for approval
by two-thirds (2/3) of all directors then holding office.

                                    12(L)

<PAGE>   13

                                  ARTICLE VII

            SPECIAL REQUIREMENTS REGARDING CERTAIN TRANSACTIONS WITH
                               INTERESTED PARTIES

  A.    Unless the conditions set forth in subparagraphs 1 through 4 of this
Paragraph A are satisfied or the approval specified in subparagraph 1 of
Paragraph B of this Article has been made, the affirmative vote of the holders
of that fraction of the outstanding shares of the capital stock of the
Corporation entitled to vote in the election of directors, but in no event
less than two-thirds (2/3), determined by using as the numerator a number equal
to the sum of (i) the outstanding shares of such stock beneficially owned by
all Interested Parties, plus (ii) two-thirds (2/3) of the remaining number of
such outstanding shares, and using as the denominator a number equal to the
total number of the outstanding shares entitled to vote in the election of
directors, shall be required for the adoption or authorization of a Combination
or Reorganization (as hereinafter defined) with any Interested Party (as
hereinafter defined) if, as of the record date for the determination of
shareholders entitled to vote thereon, the Interested Party is (or has been
at any time within the preceding twelve (12) months) the beneficial owner,
directly or indirectly, of five percent (5%) or more of the issued and
outstanding shares of the Corporation's capital stock entitled to vote in the
election of directors.    The two-thirds (2/3) vote requirement specified in
the preceding sentence shall not be applicable if:

   1.   The cash and fair market value of any other consideration to be
  received per share by holders of the common stock of the Corporation
  (including shareholders who do not  vote in favor of the transaction) in
  exchange or substitution  for their shares in the Combination   or
  Reorganization is at  least equal in amount to:   (a) the highest per share
  amount  paid by the Interested Party in acquiring any of its holdings  of the
  common stock of the Corporation; plus (b) the amount,  if any, by which six
  percent (6%) per annum of that per share  price exceeds the aggregate of per
  share amounts paid as cash  dividends, in each case computed from the date
  the Interested  Party became an Interested Party;

   2.    Subsequent to becoming an Interested Party: (a) the  Interested Party
  shall have taken steps to ensure that the  Corporation's Board of Directors
  included at all times representation by Continuing Directors (as hereinafter
  defined)  proportionate to the shareholdings of the shareholders not
  affiliated with the Interested Party (with a Continuing Director to occupy
  any resulting fractional Board position); (b) the Interested Party shall not
  have acquired any newly issued  securities of the Corporation, including
  securities convertible into common stock, from the Corporation, directly or
  indirectly, except with respect to pro rata stock dividends or


                                    12(M)

<PAGE>   14

  stock splits; (c) the Interested Party shall not have acquired  any
  additional shares of the outstanding common stock of the  Corporation or
  securities convertible into common stock,  except as a part of the
  transaction which resulted in the  Interested Party becoming an Interested
  Party; and (d) the  Interested Party shall not have received a benefit,
  directly  or indirectly (except proportionately as a shareholder), of any
  loans, advances, guarantees, pledges, tax credits or other  financial
  assistance provided by the Corporation;

   3.   Subsequent to the date the Interested Party became   an Interested
  Party there shall have been no major change in  the Corporation's business or
  equity capital structure without, in each case, approval by at least
  two-thirds (2/3) of the Continuing Directors, as well as a majority of all
  Directors; and

   4.   A proxy statement conforming to the requirements of  the Securities
  Exchange Act of 1934 shall have been mailed to  the shareholders of the
  Corporation for the purpose of  soliciting  shareholder  approval  of  the
  Combination   or  Reorganization containing at the front thereof, in a
  prominent  place, any recommendations as to the advisibility (or
  inadvisability) of the Combination or Reorganization that the Continuing
  Directors, or any of them, may choose to state and, if  deemed advisable by
  majority of the Continuing Directors, an  opinion of a reputable investment
  banking firm as to the fairness (or lack thereof) of the terms of the
  Combination or  Reorganization from the point of view of the remaining public
  shareholders of the Corporation,  which investment banking firm  shall be
  selected by a majority of the Continuing Directors  and shall be paid a
  reasonable   fee for its services by the  Corporation upon receipt of the
  opinion.

                                   EXCEPTIONS

  B.   The provisions of Paragraph A of this Article shall not  apply, and the
otherwise applicable provisions of Michigan law shall apply to:

   1.   Any Combination or Reorganization as to which a  memorandum of
  understanding with the Interested Party setting  forth the principal
  terms of the transaction has been approved  by two-thirds (2/3) of the
  Continuing Directors and a majority  of all directors (provided the
  transaction is consummated in  substantial conformity therewith); or

   2.   Any Combination or Reorganization with an Interested  Party where this
  Corporation then holds more than 50% of the  issued and outstanding
  shares of the capital stock in such  Interested Party which are entitled to
  vote in elections of  directors.




                                    12(N)

<PAGE>   15

                                  DEFINITIONS

  C.  As used in this Article, the following words and phrases shall have the
following meanings:

   1.  "Interested Party" means every person or   entity which first
  becomes the beneficial owner of five percent (5%) or more of the
  Corporation's issued and outstanding shares of capital stock entitled to
  vote in the election of directors after the date this Article becomes
  effective.  In addition, an Interested Party includes (and an Interested
  Party shall be deemed to be the beneficial owner of all of the shares held
  directly or indirectly by) all "Affiliates" and "Associates" (as hereinafter
  defined) of such person or entity and any person or entity with which the
  Interested Party, or the Affiliates or Associates thereof, has any
  agreement, arrangement or understanding with respect to the acquisition,
  holding, disposition or voting of shares of the capital stock of this
  Corporation, together with the successors and assigns of such persons or
  entities in any transaction or series of transactions not involving a
  public offering of the Corporation's shares within the meaning of the
  Securities Act of 1933.

   2.  "Combination or Reorganization" means any merger involving this
  Corporation (or a subsidiary of this Corporation) and an Interested Party
  (irrespective of the identity of the surviving corporation), any
  consolidation involving this Corporation (or a subsidiary of this
  Corporation) and an Interested Party, any sale, exchange, lease, mortgage,
  transfer or other disposition by this Corporation (or a subsidiary of this
  Corporation) of all, or substantially all, of its assets or business,
  directly or indirectly, to an Interested Party, and any transaction whereby
  voting securities of this Corporation (or any subsidiary) are issued or
  transferred by this Corporation (or any subsidiary) in exchange or payment
  for the securities or assets of an Interested Party.

   3.  "Continuing Director" means a director of the Corporation holding office
  as of the time this Article becomes effective, a director elected by
  shareholders subsequent to the time this Article becomes effective, but
  prior to the time an Interested Party acquired the status of interested
  Party, and any director who succeeded a Continuing Director pursuant to an
  affirmative recommendation by a majority of Continuing Directors.

   4.  "Affiliate" means with respect to any  person or entity that such
  person or entity directly, or indirectly through one or more intermediaries,
  controls, is  controlled by, or is under common control with, such person
  or entity.

                                    12(O)

<PAGE>   16

   5 .   "Associate" means with respect   to any person or  entity:  (1) any
  corporation or organization of which such  person or entity is an officer,
  director or partner, or is  directly or indirectly the beneficial owner of
  ten percent  (10%) or more of any class of equity securities; (2) any trust
  or other estate in which such person or entity has a substantial beneficial
  interest or as to which such person or entity  serves as trustee or any
  similar capacity; and (3) any relative or spouse of such person, or any
  relative of such spouse,  who has the same home as such person.

                                INTERPRETATIONS

  D.   A majority of the Continuing Directors shall have the  authority to
determine for purposes of this Article, on the basis of information known to
them:

   1.  Whether any person or entity owns beneficially five  percent (5%) or
  more of the issued and outstanding shares of  the common stock of the
  Corporation.

   2.    Whether a person or entity is an Affiliate or Associate of another, and

   3.    Whether a person or entity has an agreement, arrangement or
  understanding with another.

  Any determination pursuant to this subparagraph made in good faith by the
Continuing Directors shall be conclusive and binding for the purposes specified
in this Article.

                                   AMENDMENT

  E.   This Article may not be amended or repealed, in whole or in part, except
by affirmative vote of that fraction of the outstanding shares of the capital
stock of the Corporation entitled to vote in the election of directors, but in
no event less than two-thirds (2/3) determined by using as the numerator a
number equal to the sum of (i) the outstanding shares of such stock
beneficially owned by all Interested Parties, plus (ii) two-thirds (2/3) of
the remaining number of such outstanding shares, and using as the denominator a
number equal to the total number of the outstanding shares of stock of the
Corporation entitled to vote in the election of directors.

                                  ARTICLE VIII

                          EVALUATION OF CERTAIN OFFERS

  The Board of Directors of the Corporation shall not approve, adopt or
recommend any offer of any person or entity, other than




                                    12(P)

<PAGE>   17

the Corporation, to make a tender or exchange offer for any capital stock of
the Corporation, to merge or consolidate the Corporation with any other entity
or to purchase or otherwise acquire all or substantially all of the assets or
business of the Corporation unless and until the Board of Directors shall have
first evaluated the offer and determined that the offer would be in compliance
with all applicable laws and that the offer is in the best interests of the
Corporation and its shareholders. In connection with its evaluation as to
compliance with laws, the Board of Directors may seek and rely upon an opinion
of legal counsel independent from the offeror and it may test such compliance
with laws in any state or federal court or before any state or federal
administrative agency which may have appropriate jurisdiction.  In connection
with its evaluation as to the best interests of the Corporation and its
shareholders, the Board of Directors shall consider all factors which it deems
relevant, including without limitation: (1) the adequacy and fairness of the
consideration to be received by the Corporation and/or its shareholders under
the offer considering historical trading prices of the Corporation's stock, the
price that might be achieved in a negotiated sale of the Corporation as a
whole, premiums over trading prices which have been proposed or offered with
respect to the securities of other companies in the past in connection with
similar offers, and the future prospects for the Corporation and its business;
(2) the potential social and economic impact of the offer and its consummation
on the Corporation, its employees, customers and vendors; and (3) the potential
social and economic impact of the offer and its consummation on the
communities in which the Corporation and any subsidiaries operate or are
located.

                                   AMENDMENT

  This Article may not be amended or repealed, in whole or in part, except by
affirmative vote of the holders of at least two-thirds (2/3) of the issued
and outstanding shares of the Corporation's capital stock entitled to vote in
the election of directors; provided, however, that such amendment or repeal may
be made by majority vote of shareholders at any meeting of shareholders duly
called and convened where such amendment or repeal has been recommended for
approval by two-thirds (2/3) of all directors then holding office.

  4.   The foregoing Amendment to the Articles of Incorporation was duly

adopted on the 29th day of May, 1985.    The Amendment was duly adopted in

accordance with Section 611(2) of the Act by vote





                                    12(Q)

<PAGE>   18

of the shareholders.  The necessary votes were cast in favor of the Amendment.


   Signed as of this 29th day of May, 1985.


                                      Fred Bauer
                                      --------------------
                                      Fred Bauer, Chairman
                                      Gentex Corporation




                                    12(R)

<PAGE>   19
            
           CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                            FOR GENTEX CORPORATION


                                 Article III

                   "The total number of shares of all classes of stock
                 which the Corporation shall have the authority to issue is
                 15,000,000 shares, consisting of 10,000,000 shares of Common
                 Stock, par value $.06 per share and 5,000,000 shares of
                 Preferred Stock, no par value.

                   The authorized shares of Common Stock of the par value
                 of $.06 per share  are all of one class with equal voting
                 power, and each such share shall be equal to every other such
                 share.

                   The shares of Preferred Stock may be divided into and
                 issued in one or more series.  The Board of Directors is
                 hereby authorized to cause the Preferred Stock to be issued
                 from time to time in one or more series with such designations
                 and such relative voting, dividend, liquidation and other
                 rights, preferences and limitations as shall be stated and
                 expressed in the resolution providing for the issue of such
                 Preferred Stock adopted by the Board of Directors.  The Board
                 of Directors by vote of a majority of the whole Board is
                 expressly authorized to adopt such resolution or resolutions
                 and issue such stock from time to time as it may deem
                 desirable."




                                    12(S)

<PAGE>   20

                                  Article VI

             Section F of the Articles of Incorporation is hereby
                         amended to read as follows:

        "F. A director may be removed from office as a director, with
        or without cause, only by the affirmative vote of the holders of
        two-thirds (2/3rds) of the then issued and outstanding shares of the
        Corporation's stock entitled to vote thereon at a meeting duly called
        and convened for that purpose; provided, however, that the term of
        office of any director who is first elected to the Board of Directors
        after May 13, 1987, and who is then or thereafter becomes an employee
        of the Corporation, or any of its subsidiaries, shall automatically
        terminate simultaneously with the termination of that director's
        employment by the Corporation or subsidiary, with or without cause."

                                  Article IX

        A director of the Corporation shall not be personally liable to
        the Corporation or its shareholders for monetary damages for a  breach
        of fiduciary duty as a director, except for liability: (a) for any
        breach of the director's duty of loyalty to the Corporation or its
        shareholders; (b) for acts or omissions not in good faith or which
        involve intentional misconduct or a knowing violation of law; (c)
        resulting from a violation of Section 551(1) of the Michigan Business
        Corporation Act; (d) for any transaction from which the director
        derived an improper personal benefit; or (e) for any act or omission
        occurring prior to March  1, 1987.



                  Signed this 13th day of May, 1987
                  By Fred T. Bauer                             
                  ---------------------------------
                           (Signature)

                  Fred  Bauer, Chairman                     
                 (Type or Print Name)   (Type or Print Title)



                                     12T

<PAGE>   21
                           CERTIFICATE OF AMENDMENT
                       TO THE ARTICLES OF INCORPORATION
                            FOR GENTEX CORPORATION

                                  ARTICLE III

  The total number of shares of all classes of stock which the Corporation
shall have the authority to issue is 20,000,000 shares, consisting of
15,000,000 shares of Common Stock, par value $.06 per share and 5,000,000
shares of Preferred Stock, no par value.

  The authorized shares of Common Stock of the par value of $.06 per share are
all of one class with equal voting power, and each such share shall be equal to
every other such share.

  The shares of Preferred Stock may be divided into and issued in one or more
series.  The Board of Directors is hereby authorized to cause the Preferred
Stock to be issued from time to time in one or more series with such
designations and such relative voting, dividend, liquidation and other rights,
preferences and limitations as shall be stated and expressed in the resolution
providing for the issue of such Preferred Stock adopted by the Board of
Directors.  The Board of Directors by vote of a majority of the whole Board is
expressly authorized to adopt such resolution or resolutions and issue such
stock from time to time as it may deem desirable.


                        SIGNED THIS 19TH DAY OF JUNE, 1991
 

                             /s/ FRED BAUER
                             FRED BAUER
                             CHAIRMAN AND CHIEF EXECUTIVE OFFICER





                                    12(U)

<PAGE>   22

                           CERTIFICATE OF AMENDMENT
                       TO THE ARTICLES OF INCORPORATION
                            FOR GENTEX CORPORATION

                                  ARTICLE III

  The total number of shares of all classes of stock which the Corporation
shall have the authority to issue is 30,000,000 shares, consisting of
25,000,000 shares of Common Stock, par value $.06 per share and 5,000,000
shares of Preferred Stock, no par value.

  The authorized shares of Common Stock of the par value of $.06 per share are
all of one class with equal voting power, and each such share shall be equal to
every other such share.

  The shares of Preferred Stock may be divided into and issued in one or more
series.  The Board of Directors is hereby authorized to cause the Preferred
Stock to be issued from time to time in one or more series with such
designations and such relative voting, dividend, liquidation and other rights,
preferences and limitations as shall be stated and expressed in the resolution
providing for the issue of such Preferred Stock adopted by the Board of
Directors.  The Board of Directors by vote of a majority of the whole Board is
expressly authorized to adopt such resolution or resolutions and issue such
stock from time to time as it may deem desirable.


                               SIGNED THIS 13TH DAY OF MAY, 1993
 

                                    /s/ FRED BAUER
                                    FRED BAUER
                                    CHAIRMAN AND CHIEF EXECUTIVE OFFICER


                                    12(V)

<PAGE>   23

                           CERTIFICATE OF AMENDMENT
                       TO THE ARTICLES OF INCORPORATION
                            FOR GENTEX CORPORATION

                                  ARTICLE III

  The total number of shares of all classes of stock which the Corporation
shall have the authority to issue is 55,000,000 shares, consisting of
50,000,000 shares of Common Stock, par value $.06 per share and 5,000,000
shares of Preferred Stock, no par value.

  The authorized shares of Common Stock of the par value of $.06 per share are
all of one class with equal voting power, and each such share shall be equal to
every other such share.

  The shares of Preferred Stock may be divided into and issued in one or more
series.  The Board of Directors is hereby authorized to cause the Preferred
Stock to be issued from time to time in one or more series with such
designations and such relative voting, dividend, liquidation and other rights,
preferences and limitations as shall be stated and expressed in the resolution
providing for the issue of such Preferred Stock adopted by the Board of
Directors.  The Board of Directors by vote of a majority of the whole Board is
expressly authorized to adopt such resolution or resolutions and issue such
stock from time to time as it may deem desirable.

                               SIGNED THIS 18TH DAY OF MAY, 1994
 

                                    /s/ FRED BAUER
                                    FRED BAUER
                                    CHAIRMAN AND CHIEF EXECUTIVE OFFICER




                                    12(W)



<PAGE>   1
                                                               EXHIBIT 10(b)(1) 

 
                               GENTEX CORPORATION
                          QUALIFIED STOCK OPTION PLAN
               (AS AMENDED AND RESTATED, EFFECTIVE MAY 13, 1993)
 
                  PART I: PLAN ADMINISTRATION AND ELIGIBILITY
 
1. Purpose.
 
     The purpose of this Plan is to provide an opportunity for certain employees
of Gentex Corporation (the "Corporation") to purchase shares of capital stock of
the Corporation and thereby have an additional incentive to contribute to the
prosperity of the Corporation.
 
2. Definitions.
 
     The following terms are defined for use herein as follows:
 
          a. "Board" means the Board of Directors of the Corporation.
 
          b. "Common Stock" means the common stock (par value ($.06 per share)
     of the Corporation.
 
          c. "Committee" means the committee appointed pursuant to Paragraph 4
     to administer the Plan.
 
          d. "Corporation" means Gentex Corporation.
 
          e. "Effective Date" means the effective date of this Amended and
     Restated Plan, May 13, 1993.
 
          f. "Market Value" means the closing sale price of Common Stock
     reported in the NASD National Market System for the day on which the
     particular option is granted, or, if prices of shares of Common Stock are
     not so published for that date, then a fair market value determined by the
     Committee by any reasonable method selected by it in good faith.
 
          g. "Optionee" means
 any employee to whom an option has been granted
     under Paragraph 4 of the Plan.
 
          h. "Option Agreement" means an agreement evidencing options as
     provided in Paragraph 7 of the Plan.
 
          i. "Plan" means this Qualified Stock Option Plan of the Corporation as
     in effect from time to time.
 
          j. "Option Price" means the purchase price for Common Stock under an
     option, as determined under Paragraph 7 of this Plan.
 
3. Shares.
 
          a. The total number of shares of the Common Stock which may be sold
     under the Plan shall not exceed 1,125,000 shares, except that the total
     number of shares which may be sold under the Plan may be increased to the
     extent of adjustments authorized by Paragraph 10. Such shares shall be
     authorized shares and may be either unissued shares or treasury shares.
 
          b. If an option granted under the Plan shall expire or terminate for
     any reason without having been exercised in full, the shares not delivered
     under such option shall be available for options subsequently granted.
 
4. Administration.
 
          a. The Plan shall be administered by a Committee appointed by the
     Board, which shall consist of three (3) or more members. All members of the
     Committee shall be directors who are "disinterested
 
                                      13

<PAGE>   2
 
     persons" within the meaning of Rule 16b-3 promulgated by the Securities and
     Exchange Commission. The Committee shall determine the employees to be
     granted options, the amount of stock to be optioned to each employee, and
     the terms of the options to be granted. The Committee shall have full power
     and authority to interpret the provisions of the Plan, to supervise the
     administration of the Plan and to adopt forms and procedures for the
     administration of the Plan. All determinations made by the Committee shall
     be final and conclusive.
 
          b. The granting of any option pursuant to this Plan shall be entirely
     within the discretion of the Committee. Nothing herein contained shall be
     construed to give any officer or employee any right to participate under
     this Plan.
 
          c. Each person who is or shall have been a member of the Committee
     shall be indemnified and held harmless by the Corporation from and against
     any cost, liability or expense imposed or incurred in connection with such
     person's or the Committee's taking or failing to take any action under the
     Plan. Each such person may rely on information furnished in connection with
     the Plan's administration by any appropriate person or persons.
 
     5. Eligibility. Only employees of the Corporation shall be eligible to
participate in the Plan. The Committee shall determine whether or not an
individual is eligible to participate in the Plan. An employee who has been
granted an option under this Plan or any other stock option plan of the
Corporation may be granted additional options. Any individual owning shares
possessing more than five percent (5%) of the total combined voting power of all
classes of stock of this Corporation shall not be eligible for the grant of an
option under the Plan.
 
     6. Exercise Price. The per share exercise price of each option granted
under the Plan shall be at least 100% of the Market Value of a share of Common
Stock.
 
     7. Terms of Options. Each option shall be evidenced by a written agreement
containing such terms and conditions as are set by the Board or the Committee,
including without limitation the following:
 
          a. Number of Shares. Each Option Agreement shall state the number of
     shares to which it pertains. No option grant shall permit options becoming
     exercisable, for the first time in any one calendar year, for shares
     exceeding $100,000 in Market Value, where Market Value is established at
     the date of the grant.
 
          b. Exercise Price. Each Option Agreement shall state the exercise
     price.
 
          c. Medium and Time of Payment. The exercise price for each share
     purchased pursuant to an option granted under the Plan shall be payable in
     full upon exercise, and may be paid in cash or, in full or in part, by the
     surrender of Common Stock owned by the Optionee valued at fair market value
     or by the surrender of Option rights hereunder that are then exercisable,
     valued at the difference between the Option Price and the fair market value
     of the underlying Common Stock. Promptly after the exercise of an Option
     and the payment of the full Option Price, the Optionee shall be entitled to
     the issuance of a stock certificate evidencing ownership of such Common
     Stock. However, an Optionee shall have none of the rights of a shareholder
     until a certificate for those Shares is issued to the Optionee, and no
     adjustment will be made for dividends or other rights for which the record
     date is prior to the date such stock certificate is issued, except as
     provided in Paragraph 10 of this Plan.
 
          d. Term and Exercise of Options. Each option shall be exercisable in
     whole or in part in such amounts and at or after such dates as may be
     specified in the option agreement. In no event, however, shall any option
     be exercisable less than one (1) year from the date of grant.
 
          e. Administrative Discretion. The Committee may in its discretion
     vary, among employees and among options granted to the same employee, any
     and all of the terms and conditions of options granted under the Plan,
     including the term during which and the amounts in which and dates at or
     after which such options may be exercised.
 
     8. Transferability of Options and Common Stock. Options under this Plan may
not be transferred except by will or according to the laws of descent and
distribution. During the lifetime of the Optionee, an option may
 
                                      14

<PAGE>   3
 
be exercised only by the Optionee or his guardian or legal representative. The
Corporation may, in the event it deems the same desirable to assure compliance
with applicable federal and state securities laws, legend any certificate
representing shares issued pursuant to the exercise of an option with an
appropriate restrictive legend, and may also issue appropriate stop transfer
instructions to its transfer agent with respect to such shares.
 
     9. Termination of Options. Each option agreement shall contain such
provisions as the Committee may deem advisable for termination of the option in
the event of, and/or exercise of the option after the Optionee's death,
disability, or termination of employment by the Corporation. In no event may an
option be exercised more than three (3) months after the termination of the
Optionee's employment by the Corporation, nor more than twelve (12) months after
the Optionee shall have died or become disabled; provided, however, no option
may be exercised after termination of employment, death or disability unless the
Optionee was continuously in the employment of the Corporation during the period
from date of grant until the date of termination of employment, death or
disability.
 
     Option agreements may also contain, in the discretion of the Committee,
provisions for termination of options and/or acceleration of exercise rights in
the event of any merger or consolidation of the Corporation with, or acquisition
of the Corporation or substantially all of its assets by, any other corporation
or entity.
 
     Nothing in the Plan or in any option shall limit or affect in any way the
right of the Corporation to terminate an Optionee's employment at any time nor
be deemed to confer upon any Optionee any right to continue in the employ of the
Corporation.
 
     10. Adjustment Provision. If the number of shares of Common Stock
outstanding changes by reason of a stock dividend, stock split,
recapitalization, merger, consolidation, split-up, combination or exchange of
shares, the aggregate number and class of shares available under this Plan and
the number of shares subject to each outstanding option, together with the
option prices, shall be appropriately adjusted by the Board or Committee to
prevent dilution of the interests of Optionees and of the Plan.
 
     11. Effective Date of Plan, Termination and Amendment. The May 13, 1993
Plan Restatement shall take effect only upon and as of the date of approval of
the Plan by the Corporation's stockholders. Unless earlier terminated by the
Board, the Plan shall terminate on the date ten (10) years subsequent to the
date of the adoption of the Plan Restatement by the Board, after which date no
options may be granted under this Plan. The Board may terminate the Plan at any
time, or may from time to time amend the Plan as it deems proper and in the best
interest of the Corporation, provided that no such amendment may (a) alter the
aggregate number of shares that may be issued under the Plan, (b) decrease the
price at which options may be granted, or (c) modify the eligibility
requirements set forth in Paragraph 5.
 
                                 CERTIFICATION
 
     The foregoing Plan Restatement was duly adopted by the Board of Directors
on the 5th day of March, 1993, subject to the approval of the Company's
shareholders.
 
                                            /s/ TRUDI SLENK
                                           ----------------------------
                                            Trudi Slenk, Secretary
                                            Gentex Corporation
 
                                      15



<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                      16,969,763
<SECURITIES>                                12,334,862
<RECEIVABLES>                               11,183,471
<ALLOWANCES>                                 (187,560)
<INVENTORY>                                  5,132,065
<CURRENT-ASSETS>                            45,958,014
<PP&E>                                      27,497,669
<DEPRECIATION>                            (10,072,407)
<TOTAL-ASSETS>                              88,820,868
<CURRENT-LIABILITIES>                       10,909,138
<BONDS>                                              0
<COMMON>                                       997,216
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                  76,500,060
<TOTAL-LIABILITY-AND-EQUITY>                88,820,868
<SALES>                                     26,042,968
<TOTAL-REVENUES>                            26,042,968
<CGS>                                       15,426,405
<TOTAL-COSTS>                               19,883,839
<OTHER-EXPENSES>                             (689,053)
<LOSS-PROVISION>                                13,500
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              6,848,182
<INCOME-TAX>                                 2,261,000
<INCOME-CONTINUING>                          4,587,182
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 4,587,182
<EPS-PRIMARY>                                     0.27
<EPS-DILUTED>                                     0.27
        

</TABLE>