Esterline Technologies Corporation

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Esterline Technologies Corporation, a Delaware corporation, hereby offers to exchange, upon the terms and conditions set forth in this prospectus and the accompanying letter of transmittal, up to $175 million in aggregate principal amount of its 7.75% senior subordinated notes due 2013, which we refer to as the “exchange notes,” for the same principal amount of its outstanding 7.75% senior subordinated notes due 2013, which we refer to as the “original notes.” The original notes are and the exchange notes will be unsecured obligations and are and will be subordinated to all of our existing and future senior indebtedness and other liabilities and those of subsidiary guarantors.

The terms of the exchange notes are substantially identical to the terms of the original notes, except that the exchange notes will generally be freely transferable and do not contain certain terms with respect to registration rights and liquidated damages. We will issue the exchange notes under the indenture governing the original notes. For a description of the principal terms of the exchange notes, see “Description of Notes.”

The exchange offer will expire at 5:00 p.m. New York City time, on January 21, 2004, unless we extend the offer. At any time prior to the expiration date, you may withdraw your tender of any original notes; otherwise, such tender is irrevocable. We will receive no cash proceeds from the exchange offer.

The exchange notes constitute a new issue of securities for which there is no established trading market. Any original notes not tendered and accepted in the exchange offer will remain outstanding. To the extent original notes are tendered and accepted in the exchange offer, your ability to sell untendered, and tendered but unaccepted, original notes could be adversely affected. Following consummation of the exchange offer, the original notes will continue to be subject to their existing transfer restrictions and we will generally have no further obligations to provide for the registration of the original notes under the Securities Act of 1933, as amended, or the Securities Act. We cannot guarantee that an active trading market will develop or give assurances as to the liquidity of the trading market for either the original notes or the exchange notes. We do not intend to apply for listing of either the original notes or the exchange notes on any exchange or market.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of its exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer for a period of 180 days following the consummation of the exchange offer in connection with resales of exchange notes received in exchange for notes where the original notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. We and the guarantors have agreed that, for a period of 180 days following the consummation of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any resale of the exchange notes. See “Plan of Distribution.”

Investing in the exchange notes involves certain risks. Please read “Risk Factors” beginning on page 8 of this prospectus.

This prospectus and the letter of transmittal are first being mailed to all holders of the original notes on or about December 19, 2003.

Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of the exchange notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. Documents incorporated by reference are available from us without charge. Any person, including any beneficial owner, to whom this prospectus is delivered may obtain documents incorporated by reference in, but not delivered with, this prospectus by requesting them by telephone or in writing at the following address:

To obtain timely delivery, you must request these documents no later than five business days before the expiration date of the exchange offer.

You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with information different from that contained in this prospectus. We are offering to exchange original notes for exchange notes only in jurisdictions where such offer is permitted. You should not assume that the information in the incorporated documents, this prospectus or any prospectus supplement is accurate as of any other date other than the date on the front of these documents.

This summary may not contain all the information that may be important to you. You should read the entire prospectus, including the additional documents to which we refer you, before making an investment decision. See “Where You Can Find More Information” and “Incorporation by Reference.” In this prospectus, “we,” “our,” “us” and “Esterline,” refer to Esterline Technologies Corporation and subsidiaries, unless otherwise noted or the context otherwise indicates.

We are a specialized manufacturing company principally serving aerospace and defense customers. We view and operate our businesses in three segments: Avionics & Controls, Sensors & Systems and Advanced Materials. The Avionics & Controls segment designs and manufactures technology interface systems for military and commercial aircraft and land- and sea-based military vehicles, secure communications systems, specialized medical equipment, and other industrial applications. The Sensors & Systems segment produces high-precision temperature and pressure sensors, fluid control components, micro-motors, motion control sensors, and other related systems, principally for aerospace and defense customers. The Advanced Materials segment develops and manufactures high-performance elastomer products used in a wide range of commercial aerospace and military applications and combustible ordnance components and electronic warfare countermeasure devices for military customers. Sales in all segments are both domestic and international and include defense and commercial customers.

Our current business and strategic plan focuses on the continued development of our products in three key technology segments — avionics and controls, sensors and systems, and specialized high-performance elastomers and other complex materials, principally for aerospace and defense markets. We are concentrating our efforts to expand selectively our capabilities in these markets and strive to anticipate the global needs of our customers and respond to such needs with comprehensive solutions. These efforts focus on continual research and new product development, acquisitions and establishing strategic realignments of operations to expand our capability to become a one-stop-shop supplier to our customers across our entire product offering.

We are incorporated in Delaware, and the address of our principal executive offices is 500 108th Avenue NE, Bellevue, Washington 98004. Our telephone number is (425) 453-9400.

In June 2003, we completed a private offering of the original notes. We received aggregate proceeds, before expenses and commissions, of $175 million from the sale of the original notes.

In connection with the offering of original notes, we entered into a registration rights agreement with the initial purchaser of the original notes in which we agreed to use best efforts to deliver to you this prospectus and to commence the exchange offer for the original notes within 180 days of their issuance. In the exchange offer, you are entitled to exchange your original notes for exchange notes, with substantially identical terms as the original notes. The exchange notes will be accepted for clearance through The Depository Trust Company, or the DTC, and Clearstream Banking SA, or Clearstream, or Euroclear Bank S.A./ N.V., as operator of the Euroclear System, or Euroclear, with a new CUSIP and ISIN number and common code. You should read the discussions under the headings “The Exchange Offer,” “Book-Entry; Delivery and Form” and “Description of Notes,” respectively, for more information about the exchange offer and exchange notes. After the exchange offer is completed, you will no longer be entitled to any exchange or, with limited exceptions, registration rights for your original notes.

We have appointed The Bank of New York as exchange agent for the exchange offer. Please direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for the notice of guaranteed delivery to the exchange agent. As described in more detail under the caption “The Exchange Offer — Procedures for Tendering,” if you are not tendering under DTC’s automated tender offer program, you should send the letter of transmittal and any other required documents to the exchange agent as follows:

The form and terms of the exchange notes to be issued in the exchange offer are substantially identical to the form and terms of the original notes, except that the exchange notes will be registered under the Securities Act and, therefore, will not bear legends restricting their transfer, will not contain terms providing for liquidated damages if we fail to perform our registration obligations with respect to the original notes and, with limited exceptions, will not be entitled to registration rights under the Securities Act. The exchange notes will evidence the same debt as the original notes, and both the original notes and the exchange notes are governed by the same indenture.

You should carefully consider each of the following risks and uncertainties associated with us and the exchange offer, as well as all the other information set forth in and incorporated into this prospectus. Any of these risks and uncertainties could materially adversely affect our business, financial condition and results of operations, which could in turn materially adversely affect the price of the notes.

The exchange notes will be registered under the Securities Act, but will constitute a new issue of securities with no established trading market. There can be no assurance as to:


	•	the liquidity of any trading market that may develop;

	•	the ability of holders to sell their exchange notes; or

	•	the price at which the holders would be able to sell their exchange notes.

The exchange notes will not be listed on any exchange or market. If a trading market were to develop, the exchange notes might trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar securities and our financial performance.

Any market-making activity in the exchange notes will be subject to the limits imposed by the Securities Act and the Exchange Act. There can be no assurance that an active trading market will exist for the exchange notes or that any trading market that does develop will be liquid.

In addition, any original note holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

We will issue exchange notes pursuant to the exchange offer only after a timely receipt of your original notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your original notes, please allow sufficient time to ensure timely delivery. If we do not receive your original notes, letter of transmittal and other required documents by the expiration date of the exchange offer, we will not accept your original notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of original notes for exchange. If there are defects or irregularities with respect to your tender of original notes, we may not accept your original notes for exchange.

We did not register the original notes and do not intend to do so following the exchange offer. Original notes that are not tendered will therefore continue to be subject to the existing transfer restrictions and may be transferred only in limited circumstances under applicable securities laws. If you do not exchange your original notes, you will lose your right, except in limited circumstances, to have your original notes registered under the federal securities laws. As a result, if you hold original notes after the exchange offer, you may be unable to sell your original notes and the value of the original notes may decline. We have no obligation, except in limited circumstances, and do not currently intend, to file an additional registration statement to cover the resale of original notes that did not tender in the exchange offer or to re-offer to exchange the exchange notes for original notes following the expiration of the exchange offer.

The notes are our unsecured, senior subordinated obligations. The notes will be guaranteed, jointly and severally, by all of our existing and future domestic subsidiaries on an unsecured, senior subordinated basis, unless we designate any of our domestic subsidiaries as an “unrestricted” subsidiary in accordance with the indenture governing the notes. By their express terms, the notes rank junior in right of payment to all of our existing and future debt and the guarantees rank junior in right of payment to all of the subsidiary guarantors’ existing and future debt, other than, in each case, any debt that expressly provides that it ranks equal with, or junior in right of payment to, the notes and the guarantees. As a result, upon any distribution to our creditors or the creditors of the subsidiary guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the subsidiary guarantors of our or their property, the holders of our senior debt and the senior debt of the subsidiary guarantors will be entitled to be paid in full and in cash before any payment may be made with respect to the notes or the guarantees.

In addition, all payments on the notes and the guarantees will be blocked in the event of a payment default on senior debt and may be blocked for up to 179 of 360 consecutive days in the event of certain non-payment defaults on senior debt.

In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or any of the subsidiary guarantors, holders of the notes will participate in the assets remaining after we and the subsidiary guarantors have paid all of our senior debt in full. In any of these cases, we and the subsidiary guarantors may not have sufficient funds or assets to pay all of our creditors, and holders of notes may receive less, ratably, than the holders of senior debt, or nothing at all. Furthermore, because the indenture governing the notes requires that amounts otherwise payable to holders of the notes in a bankruptcy or similar proceeding be paid to holders of senior debt instead, holders of the notes may also receive less, ratably, than holders of trade payables in any such proceeding since such creditors have not agreed to be subordinated, or nothing at all.

In addition, the notes will not be guaranteed by any of our foreign subsidiaries. As a result, the notes will be effectively subordinated to all existing and future debt and other liabilities (including trade payables) of our foreign subsidiaries. Our foreign subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due with respect to the notes or to make any funds available therefor, whether by dividends, loans or other payments. A significant portion of our business operations are conducted through our foreign subsidiaries. See Note 15 to our fiscal 2003 financial statements included in our annual report on Form 10-K incorporated by reference into this prospectus.

In addition, the portion of our business operations conducted through our foreign subsidiaries has increased after our acquisition of the Weston Group in June 2003. Any right we have to receive any assets of any of our foreign subsidiaries upon any bankruptcy, liquidation or reorganization or similar proceeding (and the consequent right of the holders of the notes to participate in the distribution, or to realize proceeds from, those assets) will be effectively subordinated to the claims of any such foreign subsidiary’s creditors, including trade creditors. Furthermore, one of our foreign subsidiaries, Auxitrol Technologies S.A., guarantees our obligations with respect to our $100 million aggregate principal amount of our senior notes.

As of October 31, 2003, we and our domestic subsidiaries had $100.1 million of senior debt outstanding. In addition, as of October 31, 2003, our foreign subsidiaries had $28.6 million of debt and other liabilities outstanding, not including the guarantee by one of our foreign subsidiaries of $100 million aggregate principal amount of our senior notes referred to above. We have no amounts outstanding under our U.S. revolving credit facility, as of October 31, 2003, and have the ability to borrow up to $60 million, all of which would be senior debt. In addition, we have unsecured foreign currency credit facilities that have been extended by foreign banks for up to $6.1 million. Available credit under the above credit facilities was $56.2 million at October 31,

Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee of the notes could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that subsidiary guarantor if, among other things, the subsidiary guarantor, at the time it incurred the debt evidenced by its guarantee:


	•	received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee;

	•	was insolvent or rendered insolvent by reason of such incurrence;

	•	was engaged in a business or transaction for which the subsidiary guarantor’s remaining assets constituted unreasonably small capital; or

	•	intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

In addition, any payment by that subsidiary guarantor pursuant to its guarantee could be voided and required to be returned to the subsidiary guarantor, or to a fund for the benefit of our creditors or the creditors of the guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a subsidiary guarantor would be considered insolvent if:


	•	the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

	•	if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

	•	it could not pay its debts as they become due.

On the basis of historical financial information, recent operating history and other factors, we believe that each subsidiary guarantor, after giving effect to its guarantee of the notes, would not be deemed insolvent, would not be deemed to have unreasonably small capital for the business in which it is engaged and would not be deemed to have incurred debts beyond its ability to pay the debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

Our debt agreements, such as the indenture governing the notes and the agreements governing our outstanding senior notes and our credit facility, contain various covenants that limit our ability and the ability of our restricted subsidiaries to engage in a variety of transactions including:


	•	incurring additional debt;

	•	paying dividends or making other distributions on, redeeming or repurchasing capital stock;

	•	making investments or other restricted payments;

	•	entering into transactions with affiliates;

	•	engaging in sale and leaseback transactions;


	•	issuing stock of restricted subsidiaries;

	•	selling assets;

	•	creating liens on assets to secure debt; or

	•	effecting a consolidation or merger.

These covenants limit our operational flexibility and could prevent us from taking advantage of business opportunities as they arise, growing our business or competing effectively. In addition, our credit facility requires us to maintain specified financial ratios and satisfy other financial condition tests. Our ability to meet these financial ratios and tests can be affected by events beyond our control, and we cannot assure you that we will meet these tests.

A breach of any of these covenants or other provisions in our debt agreements could result in an event of default, which if not cured or waived, could result in the debt becoming immediately due and payable. This, in turn, could cause our other debt to become due and payable as a result of cross-acceleration provisions contained in the agreements governing the other debt. In the event that some or all of our debt is accelerated and becomes immediately due and payable, we may not have the funds to repay, or the ability to refinance, the debt. In addition, in the event that the notes become immediately due and payable, as a result of the subordination provisions of the notes, the holders of the notes would not be entitled to receive any payment in respect of the notes until all of our senior debt has been paid in full. See “Description of Notes — Certain Covenants.”

Upon the occurrence of specific kinds of change of control events, the indenture governing the notes requires us to make an offer to repurchase all outstanding notes at 101% of the principal amount thereof, plus accrued and unpaid interest (and additional interest, if any) to the date of repurchase. However, it is possible that we will not have sufficient funds, or the ability to raise sufficient funds, at the time of the change of control to make the required repurchase of the notes. In addition, restrictions under our credit facility and our other senior debt may not allow us to repurchase the notes upon a change of control. If we could not refinance the senior debt or otherwise obtain a waiver from the holders of that debt, we would be prohibited from repurchasing the notes, which would constitute an event of default under the indenture. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “Change of Control” under the indenture. See “Description of Notes — Repurchase at the Option of Holders — Change of Control.”

The aircraft industry is cyclical in nature and affected by many factors beyond our control. The current downturn in the aircraft market, which has been affected by the conflict in Iraq and the outbreak of SARS and is still being impacted by the events of September 11, 2001, has resulted in bankruptcy filings, restructurings and downsizing by the major commercial and regional airline carriers. This downturn has had and will likely continue to have an adverse effect on our business, financial condition and operating results.

The principal markets for manufacturers of commercial aircraft are the commercial and regional airlines, which are adversely affected by a number of factors, including fuel and labor costs, intense price competition, outbreak of infectious disease and terrorist attacks, as well as economic cycles, all of which can be unpredictable and are outside our control. Commercial aircraft production may increase or decrease in response to changes in customer demand caused by general economic conditions and the perceived safety and ease of airline travel.

The military aircraft industry is dependent upon the level of equipment expenditures by the armed forces of countries throughout the world, and especially those of the United States. Although the events of

September 11, 2001 and the conflict in Iraq have increased the level of equipment expenditures by the U.S. Armed Forces, in the past this industry has been adversely affected by a number of factors, including the reduction in military spending since the end of the Cold War. Decreases in military spending could depress demand for military aircraft.

Any decrease in demand for new aircraft or use of existing aircraft will likely result in a decrease in demand of our products and services, and correspondingly, our revenues, thereby adversely affecting our business, financial condition and results of operations.

One of our key strategies is to grow our business by selectively pursuing acquisitions. Since 1996, we have completed over 20 acquisitions, and we are continuing to actively pursue additional acquisition opportunities, some of which may be material to our business and financial performance. Although we have been successful with this strategy in the past, we may not be able to grow our business in the future through acquisitions for a number of reasons including:


	•	encountering difficulties identifying and executing acquisitions;

	•	increased competition for targets, which may increase acquisition costs;

	•	consolidation in our industry reducing the number of acquisition targets;

	•	acquisition financing not being available on acceptable terms or at all; and

	•	competition laws and regulations preventing us from making certain acquisitions.

In addition, there are potential risks associated with growing our business through acquisitions, including the failure to successfully integrate and realize the expected benefits of an acquisition. For example, with any past or future acquisition, there is the possibility that:


	•	the business culture of the acquired business may not match well with our culture;

	•	technological and product synergies, economies of scale and cost reductions may not occur as expected;

	•	management may be distracted from overseeing existing operations by the need to integrate acquired businesses;

	•	we may acquire or assume unexpected liabilities;

	•	unforeseen difficulties may arise in integrating operations and systems;

	•	we may fail to retain and assimilate employees of the acquired business;

	•	we may experience problems in retaining customers and integrating customer bases; and

	•	problems may arise in entering new markets in which we may have little or no experience.

Failure to continue implementing our acquisition strategy, including successfully integrating acquired businesses, could have a material adverse effect on our business, financial condition and results of operations.

Some of our operations are dependent on a relatively small number of customers and defense programs, which change from time to time. Significant customers in fiscal 2003 included the U.S. Department of Defense, The Boeing Company, General Dynamics, Snecma, Honeywell, Lockheed Martin and Smiths Industries. There can be no assurance that our current significant customers will continue to buy our products at current levels. The loss of a significant customer or the cancellation of orders related to a defense program could have a material adverse effect on our operating results if we were unable to replace the related sales.

Our business is susceptible to seasonality and economic cycles and as a result our operating results have fluctuated widely in the past and are likely to continue to do so. Our revenue tends to fluctuate based on a number of factors, including domestic and foreign economic conditions and developments affecting the specific industries and customers we serve. For example, the events of September 11, 2001 and the continued downturn in commercial aviation, due to among other things the conflict in Iraq and the outbreak of SARS, have impacted our operations. It is possible that in the future our operating results in a particular quarter or quarters will not meet the expectations of securities analysts or investors, causing the market price of the notes to decline. We believe that quarter-to-quarter comparisons of our operating results are not a good indication of our future performance and should not be relied upon to predict our future performance.

Foreign sales were approximately 33% of our total sales in fiscal 2003, and we have manufacturing facilities in a number of foreign countries. Doing business in foreign countries is subject to numerous risks, including political and economic instability, restrictive trade policies of foreign governments, economic conditions in local markets, health concerns in foreign countries, inconsistent product regulation or unexpected changes in regulatory and other legal requirements by foreign agencies or governments, the imposition of product tariffs and the burdens of complying with a wide variety of international and U.S. export laws and differing regulatory requirements. To the extent that foreign sales are transacted in a foreign currency, we are subject to the risk of loss due to foreign currency fluctuations. In addition, we have substantial assets denominated in foreign currencies, primarily the U.K. pound and Euro, that are not offset by liabilities denominated in those foreign currencies. These net foreign currency investments are subject to material changes in the event of fluctuations in foreign currencies against the U.S. dollar.

To the extent that we operate outside the United States, we are subject to the Foreign Corrupt Practices Act, or FCPA, which generally prohibits U.S. companies and their intermediaries from bribing foreign officials for the purpose of obtaining or keeping business or otherwise obtaining favorable treatment. In particular, we may be held liable for actions taken by our strategic or local partners even though our partners are not subject to the FCPA. Any determination that we have violated the FCPA could result in sanctions that could have a material adverse effect on our business, financial condition and results of operations.

Our products and services are affected by varying degrees of competition. We compete with other companies and divisions and units of larger companies in most markets we serve, many of which have greater sales volumes or financial, technological or marketing resources than we do. Our principal competitors include: Eaton, ECE and Eastprint in our Avionics & Controls segment; Ametek, MPC Products and Goodrich in our Sensors & Systems segment; and Transdigm, Dunlop Standard Aerospace Group and Meggitt in our Advanced Materials segment. The principal competitive factors in the commercial markets in which we participate are product performance, service and price. Maintaining product performance requires expenditures in research and development that lead to product improvement and new product introduction; companies with more substantial financial resources may have a better ability to make such expenditures. We cannot assure you that we will be able to continue to successfully compete in our markets, which could adversely affect our business, financial condition and results of operations.

We currently have a backlog of orders based on our contracts with customers. Under many of our contracts, our customers may unilaterally modify or terminate their orders at any time. In addition, the maximum contract value specified under a government contract awarded to us is not necessarily indicative of the sales that we will realize under that contract. For example, without the necessary annual Congressional

The offering of the original notes substantially increased the amount of debt we have outstanding. As of October 31, 2003, we had $279.6 million of debt outstanding. Our primary U.S. dollar credit facility totals $60 million and is made available through a group of banks. The credit agreement is secured by substantially all of our assets. In addition, we have unsecured foreign currency credit facilities that have been extended by foreign banks for up to $6.1 million. Available credit under the above credit facilities was $56.2 million at October 31, 2003, when reduced by outstanding foreign bank borrowings of $2.3 million and letters of credit of $7.6 million. The indenture governing the notes and our other debt agreements limit, but do not prohibit, us from incurring additional debt in the future. Our level of debt could have significant consequences to our business, including the following:



	•	depending on debt maturities, a substantial portion of our cash flow from operations could be dedicated to paying principal and interest on our debt, thereby reducing funds available for our acquisition strategy, capital expenditures or other purposes;


	•	a significant amount of debt could make us more vulnerable to changes in economic conditions or increases in prevailing interest rates;

	•	our ability to obtain additional financing for acquisitions, capital expenditures or for other purposes could be impaired;


	•	the increase in the amount of debt we have outstanding increases the risk of non-compliance with some of the covenants in our debt agreements which require us to maintain specified financial ratios; and


	•	we may be more leveraged than some of our competitors, which may result in a competitive disadvantage.

Our success is dependent in part on obtaining, maintaining and enforcing our proprietary rights and our ability to avoid infringing on the proprietary rights of others. While we take precautionary steps to protect our technological advantages and intellectual property and rely in part on patent, trademark, trade secret and copyright laws, we cannot assure you that the precautionary steps we have taken will completely protect our intellectual property rights. Because patent applications in the United States are maintained in secrecy until a patent is issued, we may not be aware of third-party patents, patent applications and other intellectual property relevant to our products that may block our use of our intellectual property or may be used in third-party products that compete with our products and processes. In the event a competitor successfully challenges our products, processes, patents or licenses or claims that we have infringed upon their intellectual property, we could incur substantial litigation costs defending against such claims, be required to pay royalties, license fees or other damages or be barred from using the intellectual property at issue, any of which could have a material adverse effect on our business, operating results and financial condition.

In addition to our patent rights, we also rely on unpatented technology, trade secrets and confidential information. Others may independently develop substantially equivalent information and techniques or otherwise gain access to or disclose our technology. We may not be able to protect our rights in unpatented technology, trade secrets and confidential information effectively. We require each of our employees and consultants to execute a confidentiality agreement at the commencement of an employment or consulting relationship with us. However, these agreements may not provide effective protection of our information or, in the event of unauthorized use or disclosure, they may not provide adequate remedies.

The rapid change of technology is a key feature of all of the markets in which our businesses operate. To succeed in the future, we will need to design, develop, manufacture, assemble, test, market, and support new products and enhancements to our existing products in a timely and cost-effective manner. Historically, our technology has been developed through internal research and development expenditures, as well as customer-sponsored research and development programs. There is no guarantee that we will continue to maintain, or benefit from, comparable levels of research and development in the future. In addition, our competitors may develop technologies and products that are more effective than those we develop or that render our technology and products obsolete or noncompetitive. Furthermore, our products could become unmarketable if new industry standards emerge. We cannot assure you that our existing products will not require significant modifications in the future to remain competitive or that new products we introduce will be accepted by our customers, nor can we assure you that we will successfully identify new opportunities and continue to have the needed financial resources to develop new products in a timely or cost-effective manner.

Our customers set demanding specifications for product performance, reliability and cost. Some of our government contracts and subcontracts provide for a predetermined, fixed price for the products we make regardless of the costs we incur. Therefore, fixed-price contracts require us to price our contracts by forecasting our expenditures. When making proposals for fixed-price contracts, we rely on our estimates of costs and timing for completing these projects. These estimates reflect management’s judgments regarding our capability to complete projects efficiently and timely. Our production costs may, however, exceed forecasts due to unanticipated delays or increased cost of materials, components, labor, capital equipment or other factors. Additionally, manufacturing our products requires integrating a number of processes involving unique technical skill sets. As a result, we may not be able to achieve the forecasted product design or manufacturing efficiencies and may incur higher than expected costs, resulting in cost overruns or possibly order cancellations. Therefore, we may incur losses on fixed-price contracts that we had expected to be profitable, or such contracts may be less profitable than expected.

Our future success depends to a significant degree upon the continued contributions of our senior management and our ability to attract and retain other highly qualified management personnel. We face competition for management from other companies and organizations. Therefore, we may not be able to retain our existing management personnel or fill new management positions or vacancies created by expansion or turnover at our existing compensation levels. Although we have entered into change of control agreements with some members of senior management, we do not have employment contracts with our key executives, nor have we purchased “key-person” insurance on the lives of any of our key officers or management personnel to reduce the impact to our company that the loss of any of them would cause. Specifically, the loss of any of our executive officers would disrupt our operations and divert the time and attention of our remaining officers. Additionally, failure to attract and retain highly qualified management personnel would damage our business prospects.

We estimate that approximately 29% of our sales in fiscal 2003 were attributable to contracts in which we were either the prime contractor to, or a subcontractor to a prime contractor to, the U.S. government. As a contractor and subcontractor to the U.S. government, we must comply with laws and regulations relating to the formation, administration and performance of federal government contracts that affect how we do business


	•	protest or challenge by unsuccessful bidders; and

	•	unilateral termination, reduction or modification in the event of changes in government requirements.

The accuracy and appropriateness of certain costs and expenses used to substantiate our direct and indirect costs for the U.S. government under both cost-plus and fixed-price contracts are subject to extensive regulation and audit by the Defense Contract Audit Agency, an arm of the U.S. Department of Defense. Responding to governmental audits, inquiries or investigations may involve significant expense and divert management attention. Our failure to comply with these or other laws and regulations could result in contract termination, suspension or debarment from contracting with the federal government, civil fines and damages and criminal prosecution and penalties, any of which could have a material adverse effect on our operating results.

Governmental agencies throughout the world, including the U.S. Federal Aviation Administration, or the FAA, prescribe standards and qualification requirements for aircraft components, including virtually all commercial airline and general aviation products, as well as regulations regarding the repair and overhaul of aircraft engines. Specific regulations vary from country to country, although compliance with FAA requirements generally satisfies regulatory requirements in other countries. We include, with the replacement parts that we sell to our customers, documentation certifying that each part complies with applicable regulatory requirements and meets applicable standards of airworthiness established by the FAA or the equivalent regulatory agencies in other countries. In order to sell our products, we and the products we manufacture must also be certified by our individual OEM customers. If any of the material authorizations or approvals qualifying us to supply our products is revoked or suspended, then the sale of the subject product would be prohibited by law, which would have an adverse effect on our business, financial condition and results of operations.

From time to time, the FAA or equivalent regulatory agencies in other countries propose new regulations or changes to existing regulations, which are usually more stringent than existing regulations. If these proposed regulations are adopted and enacted, we may incur significant additional costs to achieve compliance, which could have a material adverse effect on our business, financial condition and results of operations.

Our business and our facilities are subject to a number of federal, state, local and foreign laws, regulations and ordinances governing, among other things, the use, manufacture, storage, handling and disposal of hazardous materials and certain waste products. Among these environmental laws are rules by which a current or previous owner or operator of land may be liable for the costs of investigation, removal or remediation of hazardous materials at such property. In addition, these laws typically impose liability regardless of whether the owner or operator knew of, or was responsible for, the presence of any hazardous materials. Persons who arrange for the disposal or treatment of hazardous materials may be liable for the costs of investigation, removal or remediation of such substances at the disposal or treatment site, regardless of whether the affected site is owned or operated by them.

Because we own and operate a number of facilities that use, manufacture, store, handle or arrange for the disposal of various hazardous materials, we may incur costs for investigation, removal and remediation, as well as capital costs, associated with compliance with environmental laws. Additionally, at the time of our asset acquisition of the Electronic Warfare Passive Expendables Division of BAE Systems North America, certain environmental remedial activities were required under a Part B Permit issued to the infrared decoy flare facility by the Arkansas Department of Environmental Quality under the Federal Resource Conservation and Recovery Act. The Part B Permit was transferred to our subsidiary, Armtec, along with the remedial

obligations. Under the terms of the definitive asset purchase agreement, BAE Systems agreed to complete all remedial obligations at the infrared decoy flare facility and to indemnify us for all environmental liabilities related to that facility to a maximum amount of $25.0 million. Although environmental costs have not been material in the past, we cannot assure you that these matters, or any similar liabilities that arise in the future, will not exceed our resources, nor can we completely eliminate the risk of accidental contamination or injury from these materials.

We face an inherent business risk of exposure to product liability claims in the event that the use of our products is alleged to have resulted in harm to others or to property. For example, our operations expose us to potential liabilities for personal injury or death as a result of the failure of an aircraft component that has been designed, manufactured or serviced by us. We may incur significant liability if product liability lawsuits against us are successful. While we believe our current general liability and product liability insurance is adequate to protect us from future product liability claims, we cannot assure you that coverage will be adequate to cover all claims that may arise. Additionally, we may not be able to maintain insurance coverage in the future at an acceptable cost. Any liability not covered by insurance or for which third-party indemnification is not available could have a material adverse effect on our business, financial condition and results of operations.

This prospectus and the documents incorporated into this prospectus include forward-looking statements within the meaning of the federal securities laws. These statements may usually be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should,” or “will,” or the negative these terms or other variations, or comparable terminology. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance contained in this prospectus or the documents incorporated into this prospectus, including those under the headings “Prospectus Summary,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Continuing Operations” are forward-looking statements.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in this prospectus and the documents incorporated into this prospectus under the headings Prospectus Summary,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Continuing Operations” may cause our actual results, performance or achievements to materially differ from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations are:


	•	a significant downturn in the aerospace industry;

	•	a significant reduction in defense spending;

	•	a decrease in demand for our products as a result of competition, technological innovation or otherwise;

	•	our inability to identify future acquisition candidates or to integrate acquired operations; and

	•	loss of a significant customer or defense program.

Given these risks and uncertainties, you are cautioned not to place undue reliance on any forward-looking statements. The forward-looking statements included or incorporated by reference into this prospectus are made only as of the date of this prospectus or the applicable incorporated document. We do not undertake and specifically decline any obligation to update any forward-looking statements or to publicly announce the results of any revisions to any statements to reflect new information or future events or developments.

We issued $175 million in principal amount of the original notes dated as of June 11, 2003 to the initial purchaser of those notes and received proceeds that after deducting expenses and commissions represented an aggregate of $168.5 million in net proceeds. We issued the original notes to the initial purchaser in a transaction exempt from or not subject to registration under the Securities Act. The initial purchaser then offered and resold the original notes to qualified institutional buyers in compliance with Rule 144A or non-U.S. persons in compliance with Regulation S under the Securities Act.

We are making the exchange offer to satisfy our obligations under the original notes, the indenture and the registration rights agreement. We will not receive any cash proceeds from the exchange offer. In consideration of issuing the exchange notes in the exchange offer, we will receive an equal principal amount of original notes. Any original notes that are properly tendered and accepted in the exchange offer will be canceled.

The following table sets forth our ratio of earnings to fixed charges for the periods indicated.


(1)	For purposes of computing the ratio of earnings to fixed charges, earnings consist of income from continuing operations before income taxes plus fixed charges. Fixed charges consist of interest expense, amortization of debt issuance cost and the portion of rental expense that management believes is representative of the interest component of rental expense.

The following table presents our consolidated cash and cash equivalents and capitalization as of October 31, 2003.

The following selected historical consolidated financial information as of and for each of the five fiscal years in the period ended October 31, 2003 are derived from our audited consolidated financial statements. This financial information should be read in conjunction with the financial information included in the documents incorporated by reference into this prospectus including the financial statements and the related notes included in our annual report on Form 10-K for the year ended October 31, 2003.


(1)	The gain in fiscal 1999 relates to the sale of Federal Products Co. The gain in fiscal 2000 relates to the curtailment of retirement benefits for certain employees of Federal Products Co. resulting from the October 28, 1999 sale of that operation.

(2)	The gain in fiscal 2001 relates to the recovery from the settlement of a disputed insurance claim.


(3)	As described in Note 14 of our fiscal 2003 audited financial statements incorporated by reference into this prospectus, we hedged the U.K. £55.0 million cash purchase price for a group of companies referred to as


	the Weston Group using foreign currency forward contracts and recorded a foreign currency gain of approximately $2.7 million at closing of the acquisition and the settlement of foreign currency forward contracts.


(4)	As described in Note 3 of our fiscal 2003 audited financial statements incorporated by reference into this prospectus, on July 25, 2002 we recorded a $25.0 million after-tax loss from discontinued operations. In fiscal year 2003, we recorded a $5.8 million loss net of tax for losses in our discontinued operations in excess of earlier estimates. Operating results data for 1999 through 2003 and balance sheet data at October 25, 2002 and October 31, 2003 reflect the reclassification of the automation segment as a discontinued operation.



(5)	Effective at the beginning of fiscal 2002, we adopted Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets” (Statement No. 142). The new standard requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually. Due to the adoption of Statement No. 142, as described in Note 2 of our fiscal 2002 audited financial statements incorporated by reference into this prospectus, we recorded a goodwill impairment charge of $7,574,000, net of an income tax benefit of $1,542,000 in fiscal 2002.


(6)	For purposes of computing the ratio of earnings to fixed charges, earnings consist of income from continuing operations before income taxes plus fixed charges. Fixed charges consist of interest expense, amortization of debt issuance cost and the portion of rental expense that management believes is representative of the interest component of rental expense.

In connection with the sale of the original notes, we entered into a registration rights agreement with the initial purchaser of the original notes. In that agreement, we agreed to file a registration statement relating to an offer to exchange the original notes for the exchange notes. We also agreed to use our best efforts to have the SEC declare that registration statement effective by December 8, 2003. We are offering the exchange notes under this prospectus in an exchange offer for the original notes to satisfy our obligations under the registration rights agreement. We refer to our offer to exchange the exchange notes for the original notes as the “exchange offer.”

Based on interpretations of the SEC staff in no-action letters issued to third parties, we believe that each exchange note issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act if:


	•	you are not our affiliate within the meaning of Rule 405 under the Securities Act;

	•	you acquire such exchange notes in the ordinary course of your business;

	•	you do not intend to participate in the distribution of exchange notes; and

	•	you are not a broker-dealer that will receive exchange notes for your own account in exchange for original notes that you acquired as a result of market-making activities or other trading activities.

If you tender your original notes in the exchange offer with the intention of participating in any manner in a distribution of the exchange notes, you:


	•	cannot rely on such interpretations of the SEC staff; and

	•	must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the exchange notes.

Unless an exemption from registration is otherwise available, the resale by any security holder intending to distribute exchange notes should be covered by an effective registration statement under the Securities Act containing the selling security holder’s information required by Item 507 or Item 508, as applicable, of Regulation S-K under the Securities Act. This prospectus may be used for an offer to resell, a resale or other retransfer of exchange notes only as specifically described in this prospectus. Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where that broker-dealer acquired such original notes as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. Please read “Plan of Distribution” for more details regarding the transfer of exchange notes.

Upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal, we will accept for exchange any original notes properly tendered and not withdrawn prior to the expiration date of the exchange offer. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of original notes surrendered under the exchange offer and accepted by us. Original notes may be tendered only in integral multiples of $1,000.

The terms of the exchange notes are identical in all material respects to those of the original notes, except the exchange notes will not be subject to transfer restrictions and holders of the exchange notes and with limited exceptions, will have no registration rights. Also, the exchange notes will not include provisions contained in the original notes that required payment of liquidated damages in the event we failed to satisfy our registration obligations with respect to the original notes. The exchange notes will be issued under and entitled to the benefits of the same indenture that authorized the issuance of the outstanding notes.

The exchange offer is not conditioned on any minimum aggregate principal amount of original notes being tendered for exchange.

As of the date of this prospectus, $175 million principal amount of original notes are outstanding. This prospectus and the letter of transmittal are being sent to all registered holders of the original notes. There will be no fixed record date for determining registered holders of the original notes entitled to participate in the exchange offer.

We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the SEC rules and regulations. Original notes that are not tendered for exchange in the exchange offer:


	•	will remain outstanding,

	•	will continue to accrue interest, and

	•	will be entitled to the rights and benefits that holders have under the indenture relating to the notes and, under limited circumstances, the registration rights agreement.

We will be deemed to have accepted for exchange properly tendered original notes when we have given oral or written notice of the acceptance to the exchange agent and complied with the applicable provisions of the registration rights agreement. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us. We will issue the exchange notes promptly after the expiration of the exchange offer.

If you tender original notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of original notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. It is important that you read “The Exchange Offer — Fees and Expenses” for more details about fees and expenses incurred in the exchange offer.

We will return any original notes that we do not accept for exchange for any reason without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

The exchange offer will expire at 5:00 p.m., New York City time, on January 21, 2004, unless at our sole discretion we extend the offer.

We expressly reserve the right, at any time or at various times, to extend the period of time during which the exchange offer is open. We may delay acceptance for exchange of any original notes by giving oral or written notice of the extension to their holders. During any such extensions, all original notes you have previously tendered will remain subject to the exchange offer for that series, and we may accept them for exchange.

To extend the exchange offer, we will notify the exchange agent orally or in writing of any extension. We also will make a public announcement of the extension no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

If any of the conditions described below under “The Exchange Offer — Conditions to the Exchange Offer” have not been satisfied with respect to the exchange offer, we reserve the right, at our sole discretion:


	•	to extend the exchange offer,

	•	to delay accepting for exchange any original notes, or

	•	to terminate the exchange offer.

We will give oral or written notice of such extension, delay or termination to the exchange agent. Subject to the terms of the registration rights agreement, we also reserve the right to amend the terms of the exchange offer in any manner.

Any such extension, delay in acceptance, termination or amendment will be followed as promptly as practicable by oral or written notice thereof to the registered holders of the original notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose that amendment by means of a prospectus supplement. We will distribute the supplement to the registered holders of the original notes. Depending on the significance of the amendment and the manner of disclosure to the registered holders, we may extend, pursuant to the terms of the registration rights agreement and the requirements of federal securities law, the exchange offer if the exchange offer would otherwise expire during such period.

Without limiting the manner in which we may choose to make public announcements of any extension, delay in acceptance, termination or amendment of the exchange offer, we have no obligation to publish, advertise or otherwise communicate any such public announcement, other than by making a timely release to an appropriate news agency.

Notwithstanding any other provision of the exchange offer and subject to the terms of the registration rights agreement, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any original notes and may terminate or amend the exchange offer, if at any time before the expiration date of the exchange offer any of the following events occur:


	•	any injunction, order or decree has been issued by any court or any governmental agency that would prohibit, prevent or otherwise materially impair our ability to proceed with the exchange offer; or

	•	the exchange offer violates any applicable law or any applicable interpretation of the staff of the SEC.

In addition, we will not be obligated to accept for exchange the original notes of any holder that has not made to us:


	•	the representations described under “The Exchange Offer — Procedures for Tendering” and “Plan of Distribution,” and

	•	such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to us an appropriate form for registering the exchange notes under the Securities Act.

We expressly reserve the right to amend or terminate the exchange offer, and to reject for exchange any original notes not previously accepted for exchange in the exchange offer, upon the occurrence of any of the conditions to the exchange offer specified above. We will give oral or written notice of any extension, non-acceptance, termination or amendment to the holders of the original notes as promptly as practicable.

These conditions are for our sole benefit, and we may assert them or waive them in whole or in part at any time or at various times at our sole discretion. Our failure at any time to exercise any of these rights will not mean that we have waived our rights. Each right will be deemed an ongoing right that we may assert at any time or at various times. If we waive a condition, we may be required in order to comply with applicable securities laws, to extend the expiration date of the exchange offer.

In addition, we will not accept for exchange any original notes tendered, and will not issue exchange notes in exchange for any such original notes, if at such time any stop order has been threatened or is in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture relating to the notes under the Trust Indenture Act of 1939.

Only a holder of the original notes may tender original notes in the exchange offer. To tender in the exchange offer, a holder must either (1) comply with the procedures for physical tender or (2) comply with the automated tender offer program procedures of DTC, described below.


	•	complete, sign and date the letter of transmittal or a facsimile of the letter of transmittal,

	•	have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires,

	•	mail or deliver the letter of transmittal or facsimile to the exchange agent prior to the expiration date, and

	•	deliver the original notes to the exchange agent prior to the expiration date or comply with the guaranteed delivery procedures described below.

To be tendered effectively, the exchange agent must receive any physical delivery of the letter of transmittal and other required documents at its address provided above under “The Exchange Agent” prior to the expiration date.

To complete a tender through DTC’s automated tender offer program, the exchange agent must receive, prior to the expiration date, a timely confirmation of book-entry transfer of such original notes into the exchange agent’s account at DTC according to the procedure for book-entry transfer described below or a properly transmitted agent’s message.

The tender by a holder that is not withdrawn prior to the expiration date and our acceptance of that tender will constitute an agreement between the holder and us in accordance with the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

THE METHOD OF DELIVERY OF ORIGINAL NOTES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT YOUR ELECTION AND RISK. RATHER THAN MAIL THESE ITEMS, WE RECOMMEND THAT YOU USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. YOU SHOULD NOT SEND THE LETTER OF TRANSMITTAL OR ORIGINAL NOTES TO US. YOU MAY REQUEST YOUR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO EFFECT THE ABOVE TRANSACTIONS FOR YOU.

If you beneficially own original notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender those notes, you should contact the registered holder as soon as possible and instruct the registered holder to tender on your behalf. If you are a beneficial owner and wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your original notes, either:


	•	make appropriate arrangements to register ownership of the original notes in your name, or

	•	obtain a properly completed bond power from the registered holder of your original notes.

The transfer of registered ownership may take considerable time and may not be completed prior to the expiration date.

You must have signatures on a letter of transmittal or a notice of withdrawal described below under “The Exchange Offer — Withdrawal of Tenders” guaranteed by an eligible institution unless the original notes are tendered:


	•	by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal, or

	•	for the account of an eligible institution.

An “eligible institution” is a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States, or an eligible guarantor institution within the meaning of Rule 17Ad-15 under the Exchange Act, that is a member of one of the recognized signature guarantee programs identified in the letter of transmittal.

If a person other than the registered holder of any original notes signs the letter of transmittal, the original notes must be endorsed or accompanied by a properly completed bond power. The registered holder must sign the bond power as the registered holder’s name appears on the original notes. An eligible institution must guarantee that signature.

If the letter of transmittal or any original notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, or officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing. Unless we waive this requirement, they also must submit evidence satisfactory to us of their authority to deliver the letter of transmittal.

The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s automated tender offer program to tender. Accordingly, participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, transmit their acceptance of the exchange offer electronically. They may do so by causing DTC to transfer the original notes to the exchange agent in accordance with its procedures for transfer. DTC will then send an agent’s message to the exchange agent.

An agent’s message is a message transmitted by DTC to and received by the exchange agent and forming part of the book-entry confirmation, stating that:


	•	DTC has received an express acknowledgment from a participant in DTC’s automated tender offer program that is tendering original notes that are the subject of such book-entry confirmation;

	•	the participant has received and agrees to be bound by the terms of the letter of transmittal, or, in the case of an agent’s message relating to guaranteed delivery, the participant has received and agrees to be bound by the applicable notice of guaranteed delivery; and

	•	we may enforce the agreement against such participant.

We will determine at our sole discretion all questions as to the validity, form, eligibility, time of receipt, acceptance of tendered original notes and withdrawal of tendered original notes. Our determination will be final and binding. We reserve the absolute right to reject any original notes not properly tendered or any original notes our acceptance of which, in the opinion of our counsel, might be unlawful. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties.

Unless waived, any defects or irregularities in connection with tenders of original notes must be cured within such time as we determine. Neither we, the exchange agent nor any other person will be under any duty to give notification of defects or irregularities with respect to tenders of original notes, nor will we or those persons incur any liability for failure to give such notification. Tenders of original notes will not be deemed made until such defects or irregularities have been cured or waived. Any original notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the tendering holder, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

In all cases, we will issue exchange notes for original notes that we have accepted for exchange in the exchange offer only after the exchange agent timely receives:


	•	original notes or a timely book-entry confirmation of transfer of such original notes into the exchange agent’s account at DTC, and

	•	a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

If we do not accept any tendered original notes for exchange for any reason described in the terms and conditions of the exchange offer or if original notes are submitted for a greater principal amount than the holder desires to exchange, we will return the unaccepted or non-exchanged original notes without expense to their tendering holder. In the case of original notes tendered by book-entry transfer into the exchange agent’s account at DTC according to the procedures described below, such non-exchanged original notes will be credited to an account maintained with DTC. These actions will occur as promptly as practicable after the expiration or termination of the exchange offer.

By signing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:


	•	any exchange notes you receive will be acquired in the ordinary course of your business;

	•	you have no arrangement or understanding with any person to participate in the distribution of the original notes or the exchange notes within the meaning of the Securities Act;

	•	you are not our affiliate, as defined in Rule 405 under the Securities Act, or, if you are our affiliate, you will comply with the applicable registration and prospectus delivery requirements of the Securities Act;

	•	if you are not a broker-dealer, you are not engaged in and do not intend to engage in the distribution of the exchange notes; and

	•	if you are a broker-dealer that will receive exchange notes for your own account in exchange for original notes that you acquired as a result of market-making activities or other trading activities, you will deliver a prospectus in connection with any resale of such exchange notes.

The exchange agent will make a request to establish an account with respect to the original notes at DTC for purposes of the exchange offer promptly after the date of this prospectus. Any financial institution participating in DTC’s system may make book-entry delivery of original notes by causing DTC to transfer such original notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. If you are unable to deliver confirmation of the book-entry tender of your original notes into the exchange agent’s account at DTC or all other documents required by the letter of transmittal to the exchange

If you wish to tender your original notes but they are not immediately available or if you cannot deliver your original notes, the letter of transmittal or any other required documents to the exchange agent, or comply with the applicable procedures under DTC’s automated tender offer program prior to the expiration date, you may tender if:


	•	the tender is made through a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States, or an eligible guarantor institution;

	•	prior to the expiration date, the exchange agent receives from such member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., commercial bank or trust company having an office or correspondent in the United States, or eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery:


	•	stating your name and address, the registered number(s) of your original notes and the principal amount of original notes tendered,

	•	stating that the tender is being made thereby, and

	•	guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal or facsimile thereof or agent’s message in lieu thereof, together with the original notes or a book-entry confirmation, and any other documents required by the letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent; and


	•	the exchange agent receives such properly completed and executed letter of transmittal or facsimile or agent’s message, as well as all tendered original notes in proper form for transfer or a book-entry confirmation, and all other documents required by the letter of transmittal, within three New York Stock Exchange trading days after the expiration date.

Upon request to the exchange agent, the exchange agent will send a notice of guaranteed delivery to you if you wish to tender your original notes according to the guaranteed delivery procedures described above.

Except as otherwise provided in this prospectus, you may withdraw your tender at any time prior to 5:00 p.m., New York City time, on the expiration date.


	•	the exchange agent must receive a written notice of withdrawal at one of the addresses listed above under “The Exchange Agent,” or

	•	the withdrawing holder must comply with the appropriate procedures of DTC’s automated tender offer program.


	•	specify the name of the person who tendered the original notes to be withdrawn,

	•	identify the original notes to be withdrawn, including the registration number or numbers and the principal amount of such original notes,

	•	be signed by the person who tendered the original notes in the same manner as the original signature on the letter of transmittal used to deposit those original notes or be accompanied by documents of


		transfer sufficient to permit the trustee to register the transfer in the name of the person withdrawing the tender, and

	•	specify the name in which such original notes are to be registered, if different from that of the person who tendered the original notes.

If original notes have been tendered under the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn original notes and otherwise comply with the procedures of DTC.

We will determine all questions as to the validity, form, eligibility and time of receipt of notice of withdrawal, and our determination shall be final and binding on all parties. We will deem any original notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer.

Any original notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder without cost to the holder, or, in the case of original notes tendered by book-entry transfer into the exchange agent’s account at DTC according to the procedures described above, such original notes will be credited to an account maintained with DTC for the original notes. This return or crediting will take place as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. You may retender properly withdrawn original notes by following one of the procedures described under “The Exchange Offer — Procedures for Tendering” at any time on or prior to 5:00 p.m., New York City time, on the expiration date.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the original notes and in handling or forwarding tenders for exchange.

We will pay the cash expenses to be incurred in connection with the exchange offer. They include:


	•	SEC registration fees for the exchange notes,

	•	fees and expenses of the exchange agent and the trustee,

	•	accounting and legal fees,

	•	printing costs, and

	•	related fees and expenses.

If you tender your original notes for exchange, you will not be required to pay any transfer taxes. We will pay all transfer taxes, if any, applicable to the exchange of original notes in the exchange offer. The tendering holder will, however, be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:


	•	certificates representing exchange notes or original notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the original notes tendered,


	•	tendered original notes are registered in the name of any person other than the person signing the letter of transmittal, or

	•	a transfer tax is imposed for any reason other than the exchange of original notes for exchange notes in the exchange offer.

If satisfactory evidence of payment of any transfer taxes payable by a tendering holder is not submitted with the letter of transmittal, the amount of the transfer taxes will be billed directly to that tendering holder. The exchange agent will retain possession of exchange notes with a face amount equal to the amount of the transfer taxes due until it receives payment of the taxes.

If you do not exchange your original notes for exchange notes in the exchange offer, you will remain subject to the existing restrictions on transfer of the original notes. In general, you may not offer or sell the original notes unless either they are registered under the Securities Act or the offer or sale is exempt from or not subject to registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the original notes under the Securities Act. We have no obligation to re-offer to exchange the exchange notes for original notes following the expiration of the exchange offer.

The tender of original notes in the exchange offer will reduce the outstanding principal amount of the original notes. Due to the corresponding reduction in liquidity, this may have an adverse effect on, and increase the volatility of, the market price of any original notes that you continue to hold.

We will record the exchange notes in our accounting records at the same carrying value as the outstanding notes, which is the aggregate principal amount, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer. We will record the cost associated with the exchange offer as debt issuance cost to be amortized over the term of the exchange notes.

Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your decision on what action to take. In the future, we may at our discretion seek to acquire untendered original notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plan to acquire any original notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered original notes, except as required by the registration rights agreement.

The exchange notes will be issued under the indenture dated June 11, 2003 among Esterline Technologies Corporation, as issuer, the subsidiary guarantors and The Bank of New York, or the Trustee. The terms of the exchange notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act.

You can find definitions of some of the terms as used for purposes in this description under the subheading “Certain Definitions.” Certain defined terms used in this description but not defined below under “— Certain Definitions” have the meanings assigned to them in the indenture. In this “Description of Notes,” the word “Esterline” refers only to Esterline Technologies Corporation and not to any of its subsidiaries and the term “Notes” refers to both the original notes and the exchange notes.

The following description is a summary of the material provisions of the indenture. It does not restate the indenture in its entirety. We urge you to read the indenture because it, and not this description, define your

rights as holders of the exchange notes. We have previously filed a copy of the indenture as an exhibit to a filing with the SEC and the indenture is incorporated by reference into this prospectus. A copy of the indenture is available upon request from Esterline as described on the inside of the front cover page.

The Notes will mature on June 15, 2013 and will initially be issued in an aggregate principal amount of $175 million. Esterline may issue additional notes from time to time after this offering, subject to the covenant described below under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock.” The Notes and any additional notes subsequently issued under the indenture would be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Esterline will issue Notes in denominations of $1,000 and integral multiples of $1,000.

Interest on the Notes will accrue at the rate of 7.75% per annum and will be payable semi-annually in arrears on June 15 and December 15, commencing on December 15, 2003. Esterline will make each interest payment to the holders of record on the immediately preceding June 1 and December 1.

Interest on the Notes will accrue from the date of original issuance or, if interest has already been paid, from the most recent interest payment date to which interest has been paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.


	•	general unsecured obligations of Esterline;

	•	subordinated in right of payment to all existing and future Senior Debt of Esterline;

	•	pari passu in right of payment with any future senior subordinated Indebtedness of Esterline; and

	•	guaranteed by the Subsidiary Guarantors.

The Notes will be guaranteed, jointly and severally, by all of our existing and future Domestic Subsidiaries of Esterline that are Restricted Subsidiaries. Each Subsidiary Guarantee of the Notes will be:


	•	a general unsecured obligation of the Subsidiary Guarantor;

	•	subordinated in right of payment to all existing and future Senior Debt of the Subsidiary Guarantor; and

	•	pari passu in right of payment with any future senior subordinated Indebtedness of the Subsidiary Guarantor.

As of the date of the indenture, all of our subsidiaries will be “Restricted Subsidiaries.” However, under the circumstances described below under the subheading “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” we will be permitted to designate certain of our subsidiaries as “Unrestricted Subsidiaries.” Any Unrestricted Subsidiaries will not be subject to any of the restrictive covenants in the indenture and will not guarantee the Notes.

Each Subsidiary Guarantee will be subordinated to the prior payment in full in cash of all Senior Debt of that Subsidiary Guarantor. The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors — Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from subsidiary guarantors.”

If a Holder has given wire transfer instructions to Esterline, Esterline will pay all principal, interest and premium and additional interest, if any, on that Holder’s Notes in accordance with those instructions. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless Esterline elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders.

The Trustee will initially act as Paying Agent and Registrar. Esterline may change the Paying Agent or Registrar without prior notice to the Holders, and Esterline or any of its Subsidiaries may act as Paying Agent or Registrar.

A Holder may transfer or exchange Notes in accordance with the indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and Esterline may require a Holder to pay any taxes and fees required by law or permitted by the indenture. Esterline is not required to transfer or exchange any Note selected for redemption. Also, Esterline is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

The registered Holder of a Note will be treated as the owner of it for all purposes.

The indenture provides that it and the Notes will be governed by, and construed in accordance with, the laws of the State of New York.

The payment of principal, interest and premium and additional interest, if any, on (or any other obligations relating to) the Notes will be subordinated to the prior payment in full in cash of all Senior Debt of Esterline, including Senior Debt of Esterline incurred after the date of the indenture.

The holders of Senior Debt of Esterline will be entitled to receive payment in full in cash of all Obligations due in respect of Senior Debt of Esterline (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt of Esterline) before the Holders of Notes will be entitled to receive any payment with respect to (or any other Obligations relating to) the Notes or any distribution of assets or proceeds (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from the trust described under “— Legal Defeasance and Covenant Defeasance”), in the event of any distribution to creditors of Esterline in connection with:


	(1) any liquidation or dissolution of Esterline, whether voluntary or involuntary;

	(2) any bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Esterline or its property, whether voluntary or involuntary;

	(3) any assignment for the benefit of creditors; or

	(4) any marshaling of Esterline’s assets and liabilities.

Esterline also may not make any payment in respect of the Notes or any distribution of assets or proceeds (except in Permitted Junior Securities or from the trust described under “— Legal Defeasance and Covenant Defeasance”) if:


	(1) a payment default on Designated Senior Debt of Esterline occurs and is continuing beyond any applicable grace period; or

(2) any other default occurs and is continuing on any series of Designated Senior Debt of Esterline that permits holders of that series of Designated Senior Debt of Esterline to accelerate its maturity and the Trustee receives a notice of such default, or a payment blockage notice, from the Company or any agent or representative with respect to such Designated Senior Debt, or a nonpayment default.


	(1) in the case of a payment default on Designated Senior Debt of Esterline, upon the date on which such default is cured or waived; and

	(2) in case of a nonpayment default, the earlier of the date on which such default is cured or waived or 179 days after the date on which the applicable payment blockage notice is received by the Trustee, unless the maturity of such Designated Senior Debt of Esterline has been accelerated.

No new payment blockage notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior payment blockage notice.

No nonpayment default that existed or was continuing on the date of delivery of any payment blockage notice to the Trustee shall be, or be made, the basis for a subsequent payment blockage notice unless such default has been cured or waived for a period of not less than 90 days.

If the Trustee or any Holder of the Notes receives a payment in respect of the Notes (except in Permitted Junior Securities or from the trust described under “— Legal Defeasance and Covenant Defeasance”) when:


	(1) the payment is prohibited by these subordination provisions; and

	(2) the Trustee or the Holder has actual knowledge that the payment is prohibited;

the Trustee or the Holder, as the case may be, shall hold the payment in trust for the benefit of the holders of Senior Debt of Esterline and shall deliver notice thereof to the agent or representative of the holders of Senior Debt. Upon the proper written request of the agent or representative of the holders of Designated Senior Debt of Esterline, or, if no such Designated Senior Debt exists, the holders of Senior Debt of Esterline, the Trustee or the Holder, as the case may be, shall deliver the amounts in trust to the holders of Senior Debt of Esterline or their proper representative.

Esterline must promptly notify holders of its Senior Debt and any agent or representative with respect to such Senior Debt if payment of the Notes is accelerated because of an Event of Default.

As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of Esterline, Holders of Notes may recover less ratably than creditors of the Company who are holders of Senior Debt of Esterline. In addition, because the subordination provisions of the indenture require that amounts otherwise payable, or assets distributable, to Holders of the Notes in a bankruptcy or similar proceeding be paid to holders of Senior Debt instead, Holders of the Notes may receive less ratably than other creditors of Esterline, including holders of trade payables in any such proceeding.

Payments under the Subsidiary Guarantee by each Subsidiary Guarantor will be subordinated to the prior payment in full in cash of all Senior Debt of such Subsidiary Guarantor, including Senior Debt of such Subsidiary Guarantor incurred after the date of the indenture, on the same basis as provided above with respect to the subordination of payments on the Notes by Esterline to the prior payment in full in cash of Senior Debt of Esterline. See “Risk Factors — Risks Relating to the Notes — Subordination — Your right to receive payments on the Notes is junior to our existing and future senior debt. Further, your right to receive payment under the guarantees of the Notes is junior to all of the subsidiary guarantors’ existing and future senior debt.”


	(1) any Indebtedness outstanding under the Credit Facilities; and

	(2) after payment in full of all Obligations under the Credit Facilities, any other Senior Debt permitted under the indenture the principal amount of which is $25.0 million or more and that has been designated by Esterline as “Designated Senior Debt.”


	(1) Equity Interests in Esterline or any Subsidiary Guarantor or any other business entity provided for by a plan of reorganization; or

	(2) debt securities of Esterline or any Subsidiary Guarantor or any other business entity provided for by a plan of reorganization, in each case, that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the Notes and the Subsidiary Guarantees are subordinated to Senior Debt under the indenture.


	(1) all Indebtedness of Esterline or any Subsidiary Guarantor outstanding under the Credit Facilities and all Hedging Obligations with respect thereto;

	(2) any other Indebtedness (including, without limitation, Hedging Obligations) of Esterline or any Guarantor permitted to be incurred under the terms of the indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any Subsidiary Guarantee; and

	(3) all other Obligations with respect to the items listed in the preceding clauses (1) and (2).

Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:


	(1) any liability for federal, state, local or other taxes owed or owing by Esterline or any Subsidiary Guarantor;

	(2) any Indebtedness of Esterline or any Subsidiary Guarantor to any Subsidiaries or other Affiliates of Esterline;

	(3) any trade payables;

	(4) the portion of any Indebtedness that is incurred in violation of the indenture;

	(5) any Indebtedness of Esterline or any Subsidiary Guarantor that, when incurred, was without recourse to Esterline or such Subsidiary Guarantor;

	(6) any repurchase, redemption or other obligation in respect of Disqualified Stock or any rights with respect thereto; or

	(7) any Indebtedness owed to any employee of Esterline or any of its Subsidiaries.

Except as provided below, the Notes will not be redeemable at Esterline’s option prior to June 15, 2008. After June 15, 2008, Esterline may redeem all or a part of the Notes, subject to any restriction or other provisions relating thereto contained in any Senior Debt, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and

Notwithstanding the foregoing, at any time prior to June 15, 2006, Esterline may redeem up to 35% of the aggregate principal amount of Notes issued under the indenture, subject to any restriction or other provisions relating thereto contained in any Senior Debt, at a redemption price of 107.75% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to the redemption date, with the net cash proceeds of one or more Public Equity Offerings; provided that:


	(1) at least 65% of the aggregate principal amount of Notes originally issued under the indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by Esterline and its Subsidiaries); and

	(2) the redemption must occur within 60 days of the date of the closing of the Public Equity Offering.

If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. No Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Esterline is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

If a Change of Control occurs, each Holder of Notes will have the right to require Esterline to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, Esterline will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and additional interest, if any, thereon, to the date of purchase. Within 30 days following any Change of Control, Esterline will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, which date shall be no earlier than 30 days and no later than 90 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. Esterline will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture,

Esterline will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such compliance.


	(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

	(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and

	(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an officers’ certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

The Paying Agent will promptly mail or wire transfer to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof.

Prior to accepting Notes for payment as provided in this “Change of Control” covenant, but in any event within 60 days following a Change of Control, Esterline will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this covenant. Esterline will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The agreements governing Esterline’s outstanding Designated Senior Debt and certain other outstanding Senior Debt currently prohibit Esterline from purchasing any Notes, and also provides that certain change of control events (including, without limitation, a Change of Control under the indenture) with respect to Esterline would constitute a default under these agreements. Any future credit agreements or other agreements relating to Senior Debt to which Esterline becomes a party may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when Esterline is prohibited from purchasing Notes, Esterline could seek the consent of the holders of such Senior Debt to the purchase of Notes or could attempt to refinance any such Senior Debt that contain such prohibition. If Esterline does not obtain such a consent or repay such Senior Debt, Esterline will remain prohibited from purchasing Notes. In such case, Esterline’s failure to purchase tendered Notes would constitute an Event of Default under the indenture which would, in turn, constitute a default under such Senior Debt. In any of the foregoing circumstances, the subordination provisions in the indenture would likely prohibit payments to the Holders of Notes.

The provisions described above that require Esterline to make a Change of Control Offer following a Change of Control will be applicable regardless of whether any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the Holders of the Notes to require that Esterline repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

Esterline will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by Esterline and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) Esterline effects Legal Defeasance or Covenant Defeasance of the Notes under the indenture prior to the occurrence of such Change of Control.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of Esterline and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require Esterline to repurchase such Notes as a result of a sale, lease,

Esterline will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:


	(1) Esterline (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

	(2) such fair market value is determined by Esterline’s Board of Directors and evidenced by a resolution of the Board of Directors set forth in an officers’ certificate delivered to the Trustee; and

	(3) at least 75% of the consideration therefore received by Esterline or such Restricted Subsidiary is in the form of cash or Replacement Assets or a combination of both; provided that, for purposes of this provision, each of the following shall be deemed to be cash:


	(a) any liabilities (as shown on Esterline’s or such Restricted Subsidiary’s most recent balance sheet) of Esterline or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms pari passu or subordinated to the Notes or any Subsidiary Guarantee and liabilities that are owed to Esterline or any Affiliate of Esterline) that are assumed by the transferee of any such assets pursuant to a customary written novation agreement that releases Esterline or such Restricted Subsidiary from further liability; and

	(b) any securities, notes or other obligations received by Esterline or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by Esterline or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion);


	provided further, that any Asset Sale related to the disposition of Esterline’s Subsidiaries: EA Technologies Corporation, W.A. Whitney Co. and their respective direct and indirect Subsidiaries, shall not be required to comply with the provisions of this clause (3).

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Esterline may apply such Net Proceeds at its option:


	(1) to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; or

	(2) to purchase Replacement Assets or to make a capital expenditure in or that is used or useful in a Permitted Business.

Pending the final application of any such Net Proceeds, Esterline may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds.” Within 30 days after the aggregate amount of Excess Proceeds exceeds $10.0 million, Esterline will make an Asset Sale Offer to all Holders of Notes, and all holders of other Indebtedness that is pari passu with the Notes or any Subsidiary Guarantee containing provisions similar to those set forth in the indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and additional interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu

Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Esterline will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of the indenture, Esterline will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such conflict.

The agreements governing Esterline’s outstanding Designated Senior Debt currently prohibit Esterline from purchasing any Notes, and also provides that certain asset sale events with respect to Esterline would constitute a default under these agreements. Any future credit agreements or other agreements relating to Senior Debt to which Esterline becomes a party may contain similar restrictions and provisions. In the event an Asset Sale occurs at a time when Esterline is prohibited from purchasing Notes, Esterline could seek the consent of the holders of its Senior Debt to the purchase of Notes or could attempt to refinance any such Senior Debt that contain such prohibition. If Esterline does not obtain such a consent or repay such Senior Debt, Esterline will remain prohibited from purchasing Notes. In such case, Esterline’s failure to purchase tendered Notes would constitute an Event of Default under the indenture which would, in turn, constitute a default under such Senior Debt. In any of the following circumstances, the subordination provisions in the indenture would likely prohibit payments to the Holders of Notes.

(A) Esterline will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:


	(1) declare or pay any dividend or make any other payment or distribution on account of Esterline’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Esterline or any of its Restricted Subsidiaries) or to the direct or indirect holders of Esterline’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of Esterline or dividends or distributions payable to Esterline or a Restricted Subsidiary of Esterline);

	(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Esterline) any Equity Interests of Esterline or any Subsidiary of Esterline (other than a Wholly Owned Restricted Subsidiary of Esterline) or any direct or indirect parent of Esterline;

	(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or any Subsidiary Guarantee, except a payment of interest or principal at the Stated Maturity thereof; or

	(4) make any Restricted Investment (all such payments and other actions set forth in clauses (1) through (4) being collectively referred to as “Restricted Payments”),


	(1) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and

	(2) Esterline would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed


	Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock;” and

	(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Esterline and its Restricted Subsidiaries after the date of the indenture (excluding Restricted Payments permitted by clauses (2), (3) and (5) of the next succeeding paragraph (B)), is less than the sum, without duplication, of:


	(a) 50% of the Consolidated Net Income of Esterline for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of the indenture to the end of Esterline’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

	(b) 100% of the aggregate net cash proceeds received by Esterline since the date of the indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of Esterline (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of Esterline that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of Esterline), plus

	(c) to the extent that any Restricted Investment that was made after the date of the indenture is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment.

(B) So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit:


	(1) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the indenture;

	(2) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of Esterline or any Subsidiary Guarantor or of any Equity Interests of Esterline in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of Esterline) of, Equity Interests of Esterline (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (3)(b) of the preceding paragraph (A);

	(3) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of Esterline or any Subsidiary Guarantor with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

	(4) the payment of any dividend by a Restricted Subsidiary of Esterline to the holders of its common Equity Interests on a pro rata basis;

	(5) Investments acquired as a capital contribution to, or in exchange for, or out of the net cash proceeds of a substantially concurrent offering of, Capital Stock (other than Disqualified Stock) of Esterline; provided that the amount of any such net cash proceeds that are utilized for any such acquisition or exchange shall be excluded from clause (3)(b) of the preceding paragraph (A);

	(6) the repurchase of Capital Stock deemed to occur upon the exercise of options or warrants if such Capital Stock represents all or a portion of the exercise price thereof;

	(7) dividends paid on shares of Disqualified Stock of Esterline issued in accordance with the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant; or

	(8) Restricted Payments in an aggregate amount not to exceed $7.5 million.

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by Esterline or such Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant shall be determined by the Board of Directors whose resolution with respect thereto shall be delivered to the Trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an independent accounting, appraisal or investment banking firm of national standing if the fair market value exceeds $5.0 million. Not later than the date of making any Restricted Payment, Esterline shall deliver to the Trustee an officers’ certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this “Restricted Payments” covenant were computed, together with a copy of any fairness opinion or appraisal required by the indenture.

Esterline will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness (including Acquired Debt), and Esterline will not permit any of its Restricted Subsidiaries to issue any preferred stock; provided, however, that Esterline and any Subsidiary Guarantor may incur Indebtedness, if the Fixed Charge Coverage Ratio for Esterline’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.00 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred at the beginning of such four-quarter period.

So long as no Default shall have occurred and be continuing or would be caused thereby, the first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):


	(1) the incurrence by Esterline or any Subsidiary Guarantor of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed $60.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary to permanently repay any such Indebtedness (and, in the case of any revolving credit Indebtedness, to effect a corresponding commitment reduction thereunder) pursuant to the covenant “— Repurchase at the Option of Holders — Asset Sales;”

	(2) Existing Indebtedness;

	(3) the incurrence by Esterline and the Subsidiary Guarantors of Indebtedness represented by the Notes and the related Subsidiary Guarantees to be issued on the date of the indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the registration rights agreement;

	(4) the incurrence by Esterline or any Restricted Subsidiary of Esterline of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment (whether through the direct purchase of such assets or the Capital Stock of any Person owning such assets) used in the business of Esterline or such Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed $5.0 million at any time outstanding;

	(5) the incurrence by Esterline or any Restricted Subsidiary of Esterline of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), or (8) of this paragraph;


	(6) the incurrence by Esterline or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by Esterline or any of its Wholly Owned Restricted Subsidiaries; provided, however, that:


	(a) if Esterline or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of Esterline, or the Subsidiary Guarantee, in the case of a Subsidiary Guarantor;

	(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary of Esterline and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Esterline or a Wholly Owned Restricted Subsidiary of Esterline, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by Esterline or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); and

	(c) Indebtedness owed to Esterline or any Subsidiary Guarantor must be evidenced by an unsubordinated promissory note, unless the obligor under such Indebtedness is Esterline or a Subsidiary Guarantor.


	(7) the Guarantee by Esterline or any Subsidiary Guarantors of Indebtedness of Esterline or a Restricted Subsidiary of Esterline that was permitted to be incurred by another provision of this covenant;

	(8) the incurrence by Esterline or any Restricted Subsidiary of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (8), not to exceed $20.0 million; and

	(9) (i) Indebtedness of Esterline or any of its Restricted Subsidiaries under agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of Esterline or any of its Restricted Subsidiaries pursuant to such agreements, in any case incurred in connection with the disposition of any business or assets, so long as the principal amount does not exceed the gross proceeds actually received by Esterline or any Restricted Subsidiary in connection with such disposition, and (ii) Indebtedness of Esterline or any of its Restricted Subsidiaries represented by letters of credit for the account of Esterline or such Restricted Subsidiary, as the case may be, issued in the ordinary course of business of Esterline or such Restricted Subsidiary, including, without limitation, in order to provide security for workers’ compensation claims or payment obligations in connection with self-insurance or similar requirements in the ordinary course of business and other Indebtedness with respect to worker’s compensation claims, self-insurance obligations, performance, surety and similar bonds and completion guarantees provided by Esterline or any of its Restricted Subsidiaries in the ordinary course of business.

For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (9) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Esterline will be permitted to classify on the date of its incurrence such item of Indebtedness in any manner that complies with this covenant. Indebtedness under the Credit Agreement outstanding on the date on which Notes are first issued under the indenture shall be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt.

Notwithstanding any other provision of this “Limitation on Indebtedness and Issuance of Preferred Stock” covenant, the maximum amount of Indebtedness that may be Incurred pursuant to this “Limitation on Indebtedness and Issuance of Preferred Stock” covenant will not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

Esterline will not incur any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of Esterline unless it is pari passu or subordinate in right of payment to the Notes. No Subsidiary Guarantor will incur any Indebtedness that is subordinate or junior in right of payment to the Senior Debt of such Guarantor unless it is pari passu or subordinate in right of payment to such Subsidiary Guarantor’s Subsidiary Guarantee.

Esterline will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind securing Indebtedness (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under the indenture and the Notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien.

Esterline will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:


	(1) pay dividends or make any other distributions on its Capital Stock to Esterline or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Esterline or any of its Restricted Subsidiaries;

	(2) make loans or advances to Esterline or any of its Restricted Subsidiaries; or

	(3) transfer any of its properties or assets to Esterline or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under, by reason of or with respect to:


	(1) the Credit Agreement, Existing Indebtedness or any other agreements in effect on the date of the indenture and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, than those in effect on the date of the indenture;

	(2) the indenture, the Notes and the Subsidiary Guarantees;

	(3) applicable law;

	(4) any Person, or the property or assets of such Person, acquired by Esterline or any of its Restricted Subsidiaries, existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property or assets of such Person, so acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition;

	(5) in the case of clause (3) of the first paragraph of this covenant:


	(a) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,


	(b) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of Esterline or any Restricted Subsidiary not otherwise prohibited by the indenture, or

	(c) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of Esterline or any Restricted Subsidiary in any manner material to Esterline or any Restricted Subsidiary;


	(6) any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary;

	(7) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

	(8) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if:


	(a) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement,

	(b) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Company in good faith), and

	(c) Esterline determines that any such encumbrance or restriction will not materially affect Esterline’s ability to make principal or interest payments on the Notes.

Esterline will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Esterline is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of Esterline and its Subsidiaries taken as a whole, in one or more related transactions, to another Person or Persons, unless:


	(1) either: (a) Esterline is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Esterline) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (i) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and (ii) assumes all the obligations of Esterline under the Notes, the indenture and the registration rights agreement pursuant to agreements reasonably satisfactory to the Trustee;

	(2) immediately after giving effect to such transaction, no Default or Event of Default exists;

	(3) immediately after giving effect to such transaction on a pro forma basis, Esterline or the Person formed by or surviving any such consolidation or merger (if other than Esterline), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made:


	(a) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of Esterline immediately preceding the transaction; and

	(b) will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock;” and


	(4) each Subsidiary Guarantor, unless such Subsidiary Guarantor is the Person with which Esterline has entered into a transaction under this “Consolidation, Merger or Sale of Assets” covenant,


	shall have by amendment to its Subsidiary Guarantee confirmed that its Subsidiary Guarantee shall apply to the obligations of Esterline or the Surviving Person in accordance with the Notes and the indenture.

In addition, neither Esterline nor any Restricted Subsidiary may, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. Clause (3) above of this “Merger, Consolidation or Sale of Assets” covenant will not apply to any merger, consolidation or sale, assignment, transfer, conveyance or other disposition of assets between or among Esterline and any of its Restricted Subsidiaries.

Esterline will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into, make, amend, renew or extend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate, each of those, an “Affiliate Transaction,” unless:


	(1) such Affiliate Transaction is on terms that are no less favorable to Esterline or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s-length transaction by Esterline or such Restricted Subsidiary with a Person that is not an Affiliate of Esterline; and

	(2) Esterline delivers to the Trustee:


	(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $2.5 million, a resolution of the Board of Directors set forth in an officers’ certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this covenant and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors; and

	(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $7.5 million, an opinion as to the fairness to Esterline or such Restricted Subsidiary of such Affiliate Transaction or series of related Affiliate Transactions from a financial point of view issued by an independent accounting, appraisal or investment banking firm of national standing.

The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:


	(1) transactions between or among Esterline and/or its Restricted Subsidiaries;

	(2) payment of reasonable and customary directors’ fees and reasonable and customary indemnification and similar arrangements;

	(3) Restricted Payments that are permitted by the provisions of the indenture described above under the caption “— Restricted Payments;” and

	(4) any sale of Capital Stock (other than Disqualified Stock) of Esterline.

The Board of Directors of Esterline may designate any Restricted Subsidiary to be an Unrestricted Subsidiary; provided that:

(1) any Guarantee by Esterline or any Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by Esterline or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such incurrence of Indebtedness would be permitted under the covenant described above under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock;”


	(2) the aggregate fair market value of all outstanding Investments owned by Esterline and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by Esterline or any Restricted Subsidiary of any Indebtedness of such Subsidiary) will be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under the covenant described above under the caption “— Certain Covenants — Restricted Payments;”

	(3) such Subsidiary does not own any Equity Interests of, or hold any Liens on any property of, Esterline or any Restricted Subsidiary; and

	(4) the Subsidiary being so designated:


	(a) is not party to any agreement, contract, arrangement or understanding with Esterline or any Restricted Subsidiary of Esterline unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Esterline or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Esterline;

	(b) is a Person with respect to which neither Esterline nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

	(c) has at least one director on its Board of Directors that is not a director or officer of Esterline or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or officer of Esterline or any of its Restricted Subsidiaries; and


	(5) no Default or Event of Default would be in existence following such designation.

Any designation of a Restricted Subsidiary of Esterline as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the board resolution giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by the indenture.

The Board of Directors of Esterline may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:


	(1) such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Esterline of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the covenant described under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period;

	(2) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the covenant described above under the caption “— Certain Covenants — Restricted Payments;”

	(3) all Liens of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the caption “— Certain Covenants — Liens;” and

	(4) no Default or Event of Default would be in existence following such designation.

Esterline will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that Esterline or any Restricted Subsidiary may enter into a sale and leaseback transaction if:


	(1) Esterline or that Restricted Subsidiary, as applicable, could have incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed


	Charge Coverage Ratio test in the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock;”

	(2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the fair market value, as determined in good faith by the Board of Directors of Esterline and set forth in an officers’ certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and

	(3) the transfer of assets in that sale and leaseback transaction is permitted by, and Esterline applies the proceeds of such transaction in compliance with, the covenant described above under the caption “Certain Covenants — Repurchase at the Option of Holders — Asset Sales.”

Esterline will not transfer, convey, sell, lease or otherwise dispose of, and will not permit any of its Restricted Subsidiaries to, issue, transfer, convey, sell, lease or otherwise dispose of any Equity Interests in any Restricted Subsidiary of Esterline to any Person (other than Esterline or a Wholly Owned Restricted Subsidiary of Esterline or, if necessary, shares of its Capital Stock constituting directors’ qualifying shares or issuances of shares of Capital Stock of foreign Restricted Subsidiaries to foreign nationals, to the extent required by applicable law), except:


	(1) if, immediately after giving effect to such issuance, transfer, conveyance, sale, lease or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect to such issuance or sale would have been permitted to be made under the “Restricted Payments” covenant if made on the date of such issuance or sale; and

	(2) Esterline or such Restricted Subsidiary complies with the “Asset Sale” provisions of the indenture.

Other than with respect to the guarantee by Auxitrol Technologies S.A., one of Esterline’s foreign Subsidiaries, of Esterline’s Obligations under its Senior Notes as in existence on the date the Notes are originally issued, Esterline will not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of Esterline, unless such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Subsidiary Guarantee shall be senior to or pari passu with such Subsidiary’s Guarantee of or pledge to secure such other Indebtedness unless such other Indebtedness is Senior Debt, in which case the Subsidiary Guarantee of the Notes may be subordinated to the Guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt.

A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person, other than Esterline or another Subsidiary Guarantor, unless:


	(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

	(2) either:

(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and assumes all the obligations of such Subsidiary Guarantor under the indenture, its Subsidiary Guarantee and the registration rights agreement pursuant to a supplemental indenture satisfactory to the Trustee; or


	(b) such sale or other disposition complies with the “Asset Sale” provisions of the indenture, including the application of the Net Proceeds therefrom.


	(1) in connection with any sale or other disposition of all of the capital stock of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) an Affiliate of Esterline, if the sale or other disposition complies with the “Asset Sale” provisions of the indenture;

	(2) in connection with the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee pursuant to this covenant, except a discharge or release by, or as a result of, a payment under such Guarantee;

	(3) if Esterline properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; or

	(4) in connection with the liquidation, dissolution or winding up of a Subsidiary Guarantor.

In addition, each Subsidiary Guarantor existing on the date the Notes are originally issued related to discontinued operations will be released from its Subsidiary Guarantee upon the sale, transfer or other disposition of all or substantially all of its assets, unless and until such Subsidiary Guarantor thereafter becomes part of the continuing operations of Esterline on a consolidated basis.

Esterline will not, and will not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as would not be material to Esterline and its Restricted Subsidiaries taken as a whole.

Esterline will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the Notes unless such consideration is offered to all Holders of the Notes and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Whether or not required by the SEC, so long as any Notes are outstanding, Esterline will furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations:



	(1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual financial statements only, a report on the annual financial statements by Esterline’s independent auditors; and


	(2) all current reports that would be required to be filed with the SEC on Form 8-K if Esterline were required to file such reports.

In addition, whether or not required by the SEC, Esterline will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to prospective investors upon request.

If Esterline has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed

presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of Esterline and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Esterline.


	(1) default for 30 days in the payment when due of interest (including any additional interest) on the Notes whether or not prohibited by the subordination provisions of the indenture;

	(2) default in payment when due (whether at maturity, upon acceleration, redemption or otherwise, including the failure to repurchase Notes tendered pursuant to a Change of Control Offer or an Asset Sale Offer on the date specified for such payment in the applicable offer to purchase) of the principal of, or premium, if any, on the Notes, whether or not prohibited by the subordination provisions of the indenture;

	(3) failure (other than a default described in clause (2) above) by Esterline or any of its Restricted Subsidiaries to comply with the provisions described under the captions “— Repurchase at the Option of Holders — Change of Control,” “— Repurchase at the Option of Holders — Asset Sales” or “— Certain Covenants — Merger, Consolidation or Sale of Assets” for 45 days after written notice by the Trustee or Holders representing 25% or more of the aggregate principal amount of Notes outstanding to comply with such provisions;

	(4) failure by Esterline or any of its Restricted Subsidiaries for 60 days after written notice by the Trustee or Holders representing 25% or more of the aggregate principal amount of Notes outstanding to comply with any of the other agreements in the indenture;

	(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Esterline or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by Esterline or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the date of the indenture, if that default:


	(a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at final maturity thereof; or

	(b) results in the acceleration of such Indebtedness prior to its final maturity; and,


	in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a similar default aggregates $5.0 million or more;


	(6) failure by Esterline or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

	(7) except as permitted by the indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and

	(8) certain events of bankruptcy or insolvency with respect to Esterline or any Significant Subsidiary of Esterline (or any Subsidiaries that together would constitute a Significant Subsidiary).

In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to Esterline or any Significant Subsidiary of Esterline (or any Subsidiaries that together would constitute a Significant Subsidiary), all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable by

notice in writing to the Company specifying the respective Event of Default; provided, however, that so long as any Obligations under any Credit Facilities shall be outstanding, the acceleration shall not be effective until the earlier of (1) an acceleration of Indebtedness under such Credit Facilities or (2) five business days after receipt by the Company and the agent under such Credit Facilities of written notice of such declaration of acceleration of the Notes.

Holders of the Notes may not enforce the indenture or the Notes except as provided in the indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or additional interest) if it determines that withholding notice is in their interest.

The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest or additional interest, if any, on, or the principal of, the Notes. The Holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes. A Holder may not pursue any remedy with respect to the indenture or the Notes unless:


	(1) the Holder gives the Trustee written notice of a continuing Event of Default;

	(2) the Holders of at least 25% in aggregate principal amount of outstanding Notes make a written request to the Trustee to pursue the remedy;

	(3) such Holder or Holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense;

	(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

	(5) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a direction that is inconsistent with the request.

However, such limitations do not apply to the right of any Holder of a Note to receive payment of the principal of, premium or additional interest, if any, or interest on, such Note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Notes, which right shall not be impaired or affected without the consent of the Holder.

In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that Esterline would have had to pay if Esterline then had elected to redeem the Notes pursuant to the optional redemption provisions of the indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of Esterline with the intention of avoiding the prohibition on redemption of the Notes, then the premium specified in the indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

Esterline is required to deliver to the Trustee annually within 90 days after the end of each fiscal year a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, Esterline is required to deliver to the Trustee a statement specifying such Default or Event of Default.

No director, officer, employee, incorporator or stockholder of Esterline or any Subsidiary Guarantor, as such, shall have any liability for any obligations of Esterline or the Subsidiary Guarantors under the Notes, the indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Esterline may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding Notes and all obligations of the Subsidiary Guarantors discharged with respect to their Subsidiary Guarantees, or legal defeasance, except for:


	(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and additional interest, if any, on such Notes when such payments are due from the trust referred to below;

	(2) Esterline’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

	(3) the rights, powers, trusts, duties and immunities of the Trustee, and Esterline’s and the Subsidiary Guarantor’s obligations in connection therewith; and

	(4) the legal defeasance provisions of the indenture.

In addition, Esterline may, at its option and at any time, elect to have the obligations of Esterline and the Subsidiary Guarantors released with respect to certain covenants that are described in the indenture, or covenant defeasance, and thereafter any omission to comply with those covenants shall not constitute a Default or Event of Default with respect to the Notes. In the event covenant defeasance occurs, certain events (not including non-payment, bankruptcy, receivership and insolvency events) described under “Events of Default” will no longer constitute an Event of Default with respect to the Notes.


	(1) Esterline must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable government securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and additional interest, if any, on the outstanding Notes on the stated maturity or on the applicable redemption date, as the case may be, and Esterline must specify whether the Notes are being defeased to maturity or to a particular redemption date;

	(2) in the case of Legal Defeasance, Esterline shall have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (a) Esterline has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred;

	(3) in the case of covenant defeasance, Esterline shall have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;


	(4) no Default or Event of Default shall have occurred and be continuing either: (a) on the date of such deposit; or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 123rd day after the date of deposit;

	(5) such legal defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument to which Esterline or any of its Subsidiaries is a party or by which Esterline or any of its Subsidiaries is bound;

	(6) Esterline must have delivered to the Trustee an opinion of counsel to the effect that, (1) assuming no intervening bankruptcy of Esterline or any Subsidiary Guarantor between the date of deposit and the 123rd day following the deposit and assuming that no Holder is an “insider” of Esterline under applicable bankruptcy law, after the 123rd day following the deposit, the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code or any applicable state bankruptcy, insolvency, reorganization or similar state law affecting creditors and (2) the creation of the defeasance trust does not violate the Investment Company Act of 1940;

	(7) Esterline must deliver to the Trustee an officers’ certificate stating that the deposit was not made by Esterline with the intent of preferring the Holders of Notes over the other creditors of Esterline with the intent of defeating, hindering, delaying or defrauding creditors of Esterline or others;

	(8) if the Notes are to be redeemed prior to their stated maturity, Esterline must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date; and

	(9) Esterline must deliver to the Trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the legal defeasance or the covenant defeasance have been complied with.

Except as provided in the next two succeeding paragraphs, the indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

Without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder):


	(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

	(2) reduce the principal of or change the fixed maturity of any Note or alter the provisions, or waive any payment, with respect to the redemption of the Notes;

	(3) reduce the rate of or change the time for payment of interest on any Note;

	(4) waive a Default or Event of Default in the payment of principal of, or interest or premium or additional interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);

	(5) make any Note payable in money other than U.S. dollars;

	(6) make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or additional interest, if any, on the Notes;


	(7) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or the indenture, except in accordance with the terms of the indenture; or

	(8) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Subsidiary Guarantees;

	(9) amend, change or modify the obligation of Esterline to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with the “Repurchase at the Option of Holders — Asset Sales” covenant or the obligation of Esterline to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with the “Repurchase at the Option of Holders — Change of Control” covenant, including, in each case, amending, changing or modifying any definition relating thereto;

	(10) except as otherwise permitted under the “Merger, Consolidation and Sale of Assets” covenant and the “Limitation on Issuance of Guarantees by Restricted Subsidiaries” covenant, consent to the assignment or transfer by Esterline or any Subsidiary Guarantor of any of their rights or obligations under the indenture;

	(11) amend or modify any of the provisions of the indenture or the related definitions affecting the subordination or ranking of the Notes or any Subsidiary Guarantee in any manner adverse to the holders of the Notes or any Subsidiary Guarantee; or

	(12) make any change in the preceding amendment and waiver provisions.

Notwithstanding the preceding, without the consent of any Holder of Notes, Esterline and the Trustee may amend or supplement the indenture or the Notes:


	(1) to cure any ambiguity, defect or inconsistency;

	(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

	(3) to provide for the assumption of Esterline’s or any Subsidiary Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of Esterline’s or such Subsidiary Guarantor’s assets;

	(4) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the indenture of any such Holder;

	(5) to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;

	(6) comply with the provision described under “— Certain Covenants — Limitations on Issuances of Guarantees by Restricted Subsidiaries;” or

	(7) evidence and provide for the acceptance of appointment by a successor Trustee.

The indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when:


	(a) all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to Esterline) have been delivered to the Trustee for cancellation; or

	(b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and Esterline or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S.


	dollars, non-callable government securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and additional interest, if any, and accrued interest to the date of maturity or redemption;


	(2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Esterline or any Subsidiary Guarantor is a party or by which Esterline or any Subsidiary Guarantor is bound;

	(3) Esterline or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under the indenture; and

	(4) Esterline has delivered irrevocable instructions to the Trustee under the indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, Esterline must deliver an officers’ certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

If the Trustee becomes a creditor of Esterline or any Subsidiary Guarantor, the indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest, it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The indenture provides that in case an Event of Default shall occur and be continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any Holder of Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Esterline and the Subsidiary Guarantors entered into a registration rights agreement with the initial purchaser pursuant to which Esterline and the Subsidiary Guarantors agreed, for the benefit of the Holders of original notes, at our cost, to use our best efforts:


	•	to file with the SEC an exchange offer registration statement of which this prospectus is a part by the 120th day after the date the original notes were issued pursuant to which Esterline and the Subsidiary Guarantors would offer, in exchange for the original notes, exchange notes identical in all material respects to, and evidencing the same indebtedness as, the original notes (but which would not contain certain terms with respect to, registration rights or transfer restrictions, or provide for the additional interest described below);

	•	to cause the exchange offer registration statement to be declared effective under the Securities Act by the 180th day after the issue date; and

	•	to cause the exchange offer to be consummated by the 210th day after the issue date.


	(a) we are not permitted to file the exchange offer registration statement or to consummate the exchange offer due to a change in law or SEC policy;

	(b) for any reason, we do not consummate the exchange offer by the 210th day after the issue date;


	(c) any holder notifies us on or prior to the 30th day following the consummation of the exchange offer that:


	•	it is not permitted under law or SEC policy to participate in the exchange offer;

	•	it cannot publicly resell new notes that it acquires in the exchange offer without delivering a prospectus, and the prospectus contained in the exchange offer registration statement is not appropriate or available for resales by that Holder; or

	•	it is a broker-dealer and holds original notes that it has not exchanged and that it acquired directly from us or one of our affiliates; or


	(d) the initial purchaser so requests on or prior to the 30th day following the consummation of the exchange offer (with respect to original notes that have not been resold and that it acquired directly from us or one of our affiliates),

then in addition to or in lieu of conducting the exchange offer, Esterline and the Subsidiary Guarantors may be required to file a shelf registration statement with the SEC to cover resales of the original notes or the exchange notes, as the case may be. In that case, we agreed to use our best efforts (a) to file the shelf registration statement by the 45th day after we become obligated to make the filing, (b) to cause the registration statement to become effective within 60 days after such filing, and (c) to maintain the effectiveness of the registration statement for two years or such lesser period after which all the Notes registered in the registration statement could be resold generally without limitation under the Securities Act.

In addition, we agreed to pay additional interest if one of the following “registration defaults” occurs:


	•	we do not file the exchange offer registration statement by the 120th day after the date the original notes were issued;

	•	the exchange offer registration statement is not effective by the 180th day after the issue date;

	•	we do not consummate the exchange offer by the 210th day after the issue date;

	•	we do not file the shelf registration statement by the 45th day after we become obligated to file it;

	•	the shelf registration statement is not effective within 60 days after it has been filed; or

	•	the exchange offer registration statement or the shelf registration statement is declared effective, but thereafter, subject to certain exceptions, ceases to be effective or usable in connection with the exchange offer or resales of any notes registered under the shelf registration statement.

If one of these registration defaults occurs, the annual interest rate on the Notes increases by 0.5% per year. The amount of additional interest increases by an additional 0.5% per year for any subsequent 90-day period until all registration defaults are cured, up to a maximum additional interest rate of 1.0% per year over the original interest rate of the Notes. When we have cured all of the registration defaults, the interest rate on the Notes will revert immediately to the original level. Any additional interest will be paid pursuant to the terms of the indenture and registration rights agreement. In accordance with these provisions, we will pay additional interest for nine days because the registration statement relating to the exchange offer was not effective by the required effectiveness date and additional interest for an additional 14 days assuming that the exchange offer is consummated on January 22, 2004 (and additional interest if the exchange offer is consummated on a later date).

Under current SEC interpretations, the exchange notes generally will be freely transferable after the exchange offer, except that any broker-dealer that participates in the exchange offer must deliver a prospectus meeting the requirements of the Securities Act when it resells any exchange notes. A broker-dealer that receives exchange notes in the exchange offer or as part of its market-making or other trading activities must acknowledge that it will deliver a prospectus when it resells the exchange notes. We have agreed to make available a prospectus for those purposes for 180 days after the consummation of the exchange offer. A broker-dealer that delivers a prospectus is subject to the civil liability provisions of the Securities Act and will also be bound by the registration rights agreement, including indemnification obligations.

Holders of original notes must make certain representations (as described in the registration rights agreement) to participate in the exchange offer, notably that they are not an affiliate of us and that they are acquiring the exchange notes in the ordinary course of business and without any arrangement or intention to make a distribution of the exchange notes. Holders of original notes and exchange notes must also deliver certain information that is required for a shelf registration statement and provide comments on the shelf registration statement within the time periods specified in the registration rights agreement in order to have their original notes or exchange notes included in the shelf registration statement and to receive the additional interest described above. Holders of the original notes and exchange notes will also be required to suspend their use of the prospectus included in the shelf registration statement under certain circumstances upon receipt of written notice to that effect from us. A holder will be deemed to have agreed to indemnify us against certain losses arising out of information furnished by such holder in writing for inclusion in any shelf registration statement.

Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used for which no definition is provided.


	(1) Indebtedness of any other Person existing at the time such other Person is merged with or into, or becomes a Subsidiary of, such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

	(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Affiliate” of any specified Person means (1) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person or (2) any executive officer or director of such specified Person. For purposes of this definition, “control,” as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” shall have correlative meanings.


	(1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption “— Repurchase at the Option of Holders — Change of Control” and/or the provisions described above under the caption “— Certain Covenants — Merger, Consolidation or Sale of Assets” and not by the provisions of the covenant described above under the caption “— Repurchases at the Option of Holders — Asset Sales;” and

	(2) the issuance of Equity Interests by any of Esterline’s Restricted Subsidiaries or the sale by Esterline or any Restricted Subsidiary of Equity Interests in any of its Subsidiaries.

Notwithstanding the preceding, the following items shall be deemed not to be Asset Sales:


	(1) any single transaction or series of related transactions that involves assets having a fair market value of less than $2.5 million;

	(2) a transfer of assets between or among Esterline and its Restricted Subsidiaries;

	(3) an issuance of Equity Interests by a Restricted Subsidiary to Esterline or to another Restricted Subsidiary;


	(4) the sale or lease of equipment, inventory, accounts receivable or other assets in the ordinary course of business;

	(5) the sale or other disposition of Cash Equivalents;

	(6) a Restricted Payment that is permitted by the covenant described above under the caption “— Certain Covenants — Restricted Payments;” and

	(7) any sale or disposition of any property equipment that has become damaged, worn out obsolete or otherwise unsuitable for use in connection with the business of Esterline or its Restricted Subsidiaries.

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” shall have a corresponding meaning.


	(1) with respect to a corporation, the board of directors of the corporation;

	(2) with respect to a partnership, the board of directors of the general partner of the partnership; and

	(3) with respect to any other Person, the board or committee of such Person serving a similar function.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.


	(1) in the case of a corporation, corporate stock;

	(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

	(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

	(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.


	(1) United States dollars;

	(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than six months from the date of acquisition;

	(3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank


	deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

	(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

	(5) commercial paper having the highest rating obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s, and in each case maturing within six months after the date of acquisition; and

	(6) money market funds, at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.


	(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Esterline and its Restricted Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

	(2) the adoption of a plan relating to the liquidation or dissolution of Esterline;

	(3) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the ultimate Beneficial Owner, directly or indirectly, of 50% or more of the voting power of the Voting Stock of the Company;

	(4) the first day on which a majority of the members of the Board of Directors of Esterline are not Continuing Directors; or

	(5) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into Esterline, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of Esterline or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where (A) the Voting Stock of Esterline outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance) and (B) immediately after such transaction, no “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) becomes, directly or indirectly, the beneficial owner (as defined above) of 50% or more of the voting power of all classes of Voting Stock of Esterline.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus:


	(1) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

	(2) Fixed Charges to the extent deducted in computing such Consolidated Net Income; plus

	(3) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

	(4) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue consistent with past practice, in each case, on a consolidated basis and determined in accordance with GAAP.

Notwithstanding the preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary of Esterline shall be added to Consolidated Net Income to compute Consolidated Cash Flow of Esterline only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to Esterline by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:


	(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Wholly Owned Restricted Subsidiary thereof;

	(2) the Net Income of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its equityholders;

	(3) the Net Income of any Person acquired during the specified period for any period prior to the date of such acquisition shall be excluded;

	(4) the cumulative effect of a change in accounting principles shall be excluded; and

	(5) the Net Income (but not loss) of any Unrestricted Subsidiary shall be excluded, whether or not distributed to the specified Person or one of its Subsidiaries.

“Consolidated Net Worth” means, with respect to any specified Person as of any date, the sum of:


	(1) the consolidated equity of the common stockholders of such Person and its consolidated Restricted Subsidiaries as set forth on the most recently available quarterly or annual consolidated balance sheet of Esterline and its Restricted Subsidiaries (which shall be as of a date not more than 90 days prior to the date of computation, and which shall not take into account Unrestricted Subsidiaries); plus

	(2) the respective amounts reported on such Person’s balance sheet as of such date with respect to any series of preferred stock (other than Disqualified Stock) that by its terms is not entitled to the payment of dividends unless such dividends may be declared and paid only out of net earnings in respect of the year of such declaration and payment, but only to the extent of any cash received by such Person upon issuance of such preferred stock.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of Esterline who:


	(1) was a member of such Board of Directors on the date of the indenture; or

	(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

“Credit Agreement” means that certain Credit Agreement, dated as of June 11, 2003, by and among Esterline, the guarantor subsidiaries named in the agreement, Wachovia Investors, Inc., as administrative agent, and Wachovia Investors, Inc., as arranger, and the other lenders named in the agreement, including any related letters of credit, notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced or

refinanced from time to time by one or more credit facilities, in which case, the credit agreement or similar agreement together with all other documents and instruments related shall constitute the “Credit Agreement,” whether with the same or different agents and lenders.

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement (and any hedging arrangements with the lenders thereunder or Affiliates of such lenders, secured by the collateral securing Esterline’s Obligations under the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time by one or more of such facilities, whether with the same or different banks and lenders.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require Esterline to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that Esterline may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “— Certain Covenants — Restricted Payments.” The term “Disqualified Stock” shall also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is one year after the date on which the Notes mature.

“Domestic Subsidiary” means any Subsidiary of Esterline that was formed under the laws of the United States or any state thereof or the District of Columbia.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Existing Indebtedness” means the aggregate principal amount of Indebtedness of Esterline and its Subsidiaries (other than Indebtedness under the Credit Agreement and the Notes) in existence on the date of the indenture, until such amounts are repaid.

“fair market value” means the price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors, whose determination shall be conclusive if evidenced by a board resolution.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:


	(1) the consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations; plus

	(2) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus


	(3) any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

	(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock or preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of Esterline (other than Disqualified Stock) or to Esterline or a Restricted Subsidiary of Esterline, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made, or the calculation date, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period.


	(1) acquisitions and dispositions of business entities or property and assets constituting a division or line of business of any Person that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the calculation date shall be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated on a pro forma basis in accordance with Regulation S-X under the Exchange Act;

	(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP shall be excluded;

	(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Subsidiaries following the calculation date; and

	(4) consolidated interest expense attributable to interest on any Indebtedness (whether existing or being incurred) computed on a pro forma basis and bearing a floating interest rate shall be computed as if the rate in effect on the calculation date (taking into account any interest rate option, swap, cap or similar agreement applicable to such Indebtedness if such agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

“Guarantee” means a guarantee, other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:


	(1) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed to protect such Person against fluctuations in interest rates;

	(2) commodity swap agreements, commodity option agreements, forward contracts and other agreements or arrangements designed to protect such Person against fluctuations in commodity prices; and

	(3) foreign exchange contracts, currency swap agreements and other agreements or arrangements designed to protect such Person against fluctuations in foreign currency exchange rates.

“Holder” means a Person in whose name a Note is registered on the registrar’s books.

“incur” means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become directly or indirectly liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness; provided that (1) any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary will be deemed to be incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary and (2) neither the accrual of interest nor the accretion of original issue discount nor the payment of interest in the form of additional Indebtedness (to the extent provided for when the Indebtedness on which such interest is paid was originally issued) shall be considered an incurrence of Indebtedness.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent, in respect of:


	(1) borrowed money;

	(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof), but excluding obligations with respect to letters of credit (including trade letters of credit) securing obligations described in clause (5) below entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement;

	(3) banker’s acceptances;

	(4) Capital Lease Obligations and Attributable Debt;

	(5) the balance deferred and unpaid of the purchase price of any property which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto or the completion of such services, except any such balance that constitutes an accrued expense or trade payable;

	(6) Hedging Obligations, other than Hedging Obligations that are incurred for the purpose of protecting Esterline or its Restricted Subsidiaries against fluctuations in interest rates, commodity prices or foreign currency exchange rates, and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnifies and compensation payable thereunder; or

	(7) Disqualified Stock valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends.

In addition, the term “Indebtedness” includes (x) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person), provided that the amount of such Indebtedness shall be the lesser of (A) the fair market value of such asset at such date of determination and (B) the amount of such Indebtedness, and (y) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock which does not have a fixed repurchase price

shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market shall be determined in good faith by the Board of Directors of the issuer of such Disqualified Stock.

The amount of any Indebtedness outstanding as of any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, and shall be:


	(1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and

	(2) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness;

provided that the obligation to repay money borrowed and set aside at the time of the incurrence of any Indebtedness in order to pre-fund the payment of the interest on such Indebtedness shall be deemed not to be “Indebtedness” so long as such money is held to secure the payment of such interest.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans or other extensions of credit (including Guarantees or other arrangements, but excluding advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of Esterline or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business), advances (excluding commission, travel and similar advances to officers and employees made consistent with past practices), capital contributions (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.

If Esterline or any Restricted Subsidiary of Esterline sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of Esterline such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of Esterline, Esterline shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Investment in such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Certain Covenants — Restricted Payments.” The acquisition by Esterline or any Restricted Subsidiary of Esterline of a Person that holds an Investment in a third Person shall be deemed to be an Investment by Esterline or such Restricted Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Certain Covenants — Restricted Payments.”

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:


	(1) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any asset sale outside the ordinary course of business; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and


	(2) any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss).

“Net Proceeds” means the aggregate cash proceeds received by Esterline or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Permitted Business” means any business conducted or proposed to be conducted (as described in the prospectus) by Esterline and its Restricted Subsidiaries on the date of the indenture and other businesses reasonably related or ancillary thereto.


	(1) any Investment in Esterline or in a Wholly Owned Restricted Subsidiary of Esterline (including, without limitation, Guarantees of Obligations with respect to any Credit Facilities);

	(2) any Investment in Cash Equivalents;

	(3) any Investment by Esterline or any Restricted Subsidiary of Esterline in a Person, if as a result of such Investment:


	(a) such Person becomes a Wholly Owned Restricted Subsidiary of Esterline; or

	(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Esterline or a Wholly Owned Restricted Subsidiary of Esterline;


	(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales;”

	(5) Investments acquired solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of Esterline;

	(6) Hedging Obligations that are incurred for the purpose of protecting Esterline or its Restricted Subsidiaries against fluctuations in interest rates, commodity prices or foreign currency exchange rates, and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnifies and compensation payable thereunder;

	(7) other Investments in any Person that is not an Affiliate of Esterline (other than a Wholly Owned Restricted Subsidiary of Esterline) having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (7) since the date of the indenture, not to exceed $5.0 million; and

	(8) stock, obligations or securities received in satisfaction of judgments.


	(1) Liens on the assets of Esterline and any Subsidiary Guarantor securing Senior Debt that was permitted by the terms of the indenture to be incurred;


	(2) Liens in favor of Esterline or any Restricted Subsidiary;

	(3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Esterline or any Restricted Subsidiary of Esterline (or any Lien on the proceeds from any sale, liquidation or other disposition of such property); provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Esterline or the Restricted Subsidiary;

	(4) Liens on property existing at the time of acquisition thereof by Esterline or any Restricted Subsidiary of Esterline (or any Lien on the proceeds from any sale, liquidation or other disposition of such property), provided that such Liens were in existence prior to the contemplation of such acquisition and do not extend to any property other than the property so acquired by Esterline or the Restricted Subsidiary;

	(5) Liens existing on the date of the indenture;

	(6) Liens incurred in the ordinary course of business of Esterline or any Restricted Subsidiary of Esterline with respect to obligations that do not exceed $5.0 million at any one time outstanding;

	(7) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled “Certain Covenants Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets acquired with such Indebtedness (or any Lien on the proceeds from any sale, liquidation or other disposition of such assets);

	(8) statutory and common law Liens of landlords and carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or other similar Liens arising in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made.

“Permitted Refinancing Indebtedness” means any Indebtedness of Esterline or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of Esterline or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:


	(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing and such reasonable expenses incurred in connection therewith);

	(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

	(3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes or the Subsidiary Guarantees, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

	(4) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is pari passu in right of payment to the Notes or the Subsidiary Guarantees, such Permitted Refinancing Indebtedness is pari passu or subordinated in right of payment to the Notes; and

	(5) such Indebtedness is incurred either by Esterline or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Public Equity Offering” means an offer and sale of Capital Stock (other than Disqualified Stock) of Esterline pursuant to a registration statement that has been declared effective by the SEC pursuant to the Securities Act (other than a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan of Esterline).

“Replacement Assets” means (1) non-current tangible assets that will be used or useful in a Permitted Business or (2) substantially all the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that will become on the date of acquisition thereof a Restricted Subsidiary.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“sale and leaseback transaction” means, with respect to any Person, any transaction involving any of the assets or properties of such Person whether now owned or hereafter acquired, whereby such Person sells or transfers such assets or properties and then or thereafter leases such assets or properties or any part thereof or any other assets or properties which such Person intends to use for substantially the same purpose or purposes as the assets or properties sold or transferred.

“Senior Notes” means Esterline’s Senior Notes, Series A, B and C issued pursuant to a note purchase agreement dated as of November 1, 1998.

“Significant Subsidiary” means any Subsidiary that would constitute a “significant subsidiary” within the meaning of Article 1 of Regulation S-X under the Exchange Act.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.


	(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

	(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

“Subsidiary Guarantee” means the Guarantee by any Subsidiary Guarantor of Esterline’s payment obligations under the Notes on a senior subordinated basis.


	(1) each direct or indirect Domestic Subsidiary of Esterline that is a Restricted Subsidiary; and

	(2) any other Subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of the indenture;

and their respective successors and assigns until released from their obligations under their Subsidiary Guarantees and the indenture in accordance with the terms of the indenture.

“Unrestricted Subsidiary” means any Subsidiary of Esterline that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a board resolution in compliance with the covenant described under the caption “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” and any Subsidiary of such Subsidiary.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:


	(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

	(2) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Restricted Subsidiary” of any specified Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or Investments by foreign nationals mandated by applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person and one or more Wholly Owned Restricted Subsidiaries of such Person.

The original notes are, and the exchange notes will be, issued in the form of one or more global certificates, known as “global securities.” The global securities will be deposited on the date of the acceptance for exchange of the original notes and the issuance of the exchange notes with, or on behalf of, DTC and registered in the name of Cede & Co., as DTC’s nominee.

Exchange notes that are issued as described below under “Issuance of Certificated Securities” will be issued in the form of registered definitive certificates, known as “certificated securities.” Upon the transfer of certificated securities, such certificated securities may, unless the global securities have previously been exchanged for certificated securities, be exchanged for an interest in the global securities representing the principal amount of exchange notes being transferred as described in the indenture.

Persons holding interests in the global securities may hold their interests directly through DTC or indirectly through organizations that are participants in DTC.

The descriptions of the operations and procedures of DTC, Euroclear and Clearstream set forth below are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. Neither we, the trustee, nor any paying agent or registrar takes any responsibility for these operations or procedures, and holders of securities are urged to contact the relevant system or its participants directly to discuss these matters.

DTC has advised us that it is (1) a limited purpose trust company organized under the laws of the State of New York, (2) a “banking organization” within the meaning of the New York Banking Law, (3) a member of the Federal Reserve System, (4) a “clearing corporation” within the meaning of the Uniform Commercial Code, as amended, and (5) a “clearing agency” registered pursuant to Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitates the clearance and settlement of securities transactions between participants through electronic book-entry changes to the accounts of its participants, thereby eliminating the need for physical transfer and delivery of certificates. DTC’s participants include securities brokers and dealers, including the initial purchaser, banks and trust companies, clearing corporations and certain other organizations. Indirect access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies, referred to as “indirect participants,” that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Investors who are not participants may beneficially own securities held by or on behalf of DTC only through participants or indirect participants.

Ownership of the exchange notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC, with respect to the interests of participants, and the records of participants and the indirect participants, with respect to the interests of persons other than participants.

The laws of some jurisdictions may require that some types of purchasers of exchange notes take physical delivery of the securities in definitive form. Accordingly, the ability to transfer interests in exchange notes represented by a global security to these persons may be limited. In addition, because DTC can act only on behalf of its participants, who in turn act on behalf of persons who hold interests through participants, the ability of a person having an interest in securities represented by a global security to pledge or transfer the interest to persons or entities that do not participate in DTC’s system, or to otherwise take actions in respect of the interest, may be affected by the lack of a physical definitive security in respect of the interest.

So long as DTC or its nominee is the registered owner of a global security, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the exchange notes represented by the global security for all purposes under the indenture. Except as provided below, owners of beneficial interests in a global security will not be entitled to have securities represented by the global security registered in their names, will not receive or be entitled to receive physical delivery of certificated securities, and will not be considered the owners or holders thereof under the indenture for any purpose, including with respect to the

giving of any direction, instruction or approval to the trustee under the indenture. Accordingly, each holder owning a beneficial interest in a global security must rely on the procedures of DTC and, if the holder is not a participant or an indirect participant, on the procedures of the participant through which the holder owns its interest, to exercise any rights of a holder of exchange notes under the indenture or the global security.

We understand that under existing industry practice, in the event that we request any action of holders of exchange notes, or a holder that is an owner of a beneficial interest in a global security desires to take any action that DTC, as the holder of such global security, is entitled to take, DTC would authorize the participants to take the action and the participants would authorize holders owning through the participants to take the action or would otherwise act upon the instruction of the holders. Neither we nor the trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of securities by, DTC, or for maintaining, supervising or reviewing any records of DTC relating to the exchange notes.

Payments with respect to the principal of, and premium, if any, and interest on, any exchange notes represented by a global security registered in the name of DTC or its nominee on the applicable record date will be payable by the trustee to or at the direction of DTC or its nominee in its capacity as the registered holder of the global security representing the exchange notes under the indenture. Under the terms of the indenture, we may treat, and the trustee may treat, the persons in whose names the exchange notes, including the global securities, are registered as the owners of the exchange notes for the purpose of receiving payment on the exchange notes and for any and all other purposes whatsoever. Accordingly, neither we nor the trustee has or will have any responsibility or liability for the payment of these amounts to owners of beneficial interests in the global security, including principal, premium, if any, and interest. Payments by the participants and the indirect participants to the owners of beneficial interests in the global securities will be governed by standing instructions and customary industry practice and will be the responsibility of the participants or the indirect participants and DTC.

Transfers between participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the securities, cross-market transfers between the participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in the system in accordance with the rules and procedures and within the established deadlines (Brussels time) of the system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a global security from a participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day, which must be a business day for Euroclear and Clearstream, immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream as a result of the sale of an interest in a global security by or through a Euroclear or Clearstream participant to a participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the global securities among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility for the performance by DTC, Euroclear or

If (1) we notify the trustee in writing that DTC, Euroclear or Clearstream is no longer willing or able to act as a depositary or clearing system for the exchange notes or DTC ceases to be registered as a clearing agency under the Exchange Act, and a successor depositary or clearing system is not timely appointed, (2) we, at our option, notify the trustee in writing that we elect to cause the issuance of exchange notes in definitive form under the indenture, or (3) upon the occurrence and continuation of an event of default under the indenture with respect to any series of exchange notes, then, upon surrender by DTC of the global securities, certificated securities will be issued to each person that DTC identifies as the beneficial owner of the exchange notes represented by the global securities. Upon any such issuance, the trustee is required to register the certificated securities in the name of the person or persons or the nominee of any of these persons and cause the same to be delivered to these persons.

Neither we nor the trustee shall be liable for any delay by DTC or any participant or indirect participant in identifying the beneficial owners of the related exchange notes and each such person may conclusively rely on, and shall be protected in relying on, instructions from DTC for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the exchange notes to be issued.

The following summary describes the material United States federal income tax consequences relevant to the exchange of original notes for exchange notes pursuant to the exchange offer and the ownership and disposition of the exchange notes. The following discussion is based on the provisions of the United States Internal Revenue Code of 1986, as amended, or the Code, and related United States Treasury regulations, administrative rulings and judicial decisions now in effect, changes to which subsequent to the date hereof may affect the tax consequences described below.

This discussion is limited to U.S. and Non-U.S. holders who exchange original notes for exchange notes pursuant to the exchange offer and who hold the exchange notes as capital assets. This discussion does not describe all the tax consequences that may be relevant to such holders in light of their particular circumstances or to holders subject to special rules under United States federal income tax law, such as (1) dealers in securities or currencies, (2) financial institutions, (3) investors in partnerships or other pass-through entities, (4) tax-exempt organizations or pension plans, (5) insurance companies, (6) persons holding notes as a hedge or as part of a straddle, constructive sale, conversion transaction or other risk management transaction, (7) United States holders whose “functional currency” is not the U.S. dollar, and (8) certain former citizens or residents of the United States. Furthermore, this discussion does not address alternative minimum taxes or any state, local, foreign or other tax laws. INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE UNITED STATES FEDERAL TAX CONSEQUENCES OF ACQUIRING, HOLDING AND DISPOSING OF THE EXCHANGE NOTES, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION.

As used in this prospectus, a “U.S. holder” means a beneficial owner of a note that is, for United States federal income tax purposes:


	•	an individual citizen or resident of the United States;

	•	a corporation, or other entity taxable as a corporation for United States federal income tax purposes, created or organized in or under the laws of the United States or any political subdivision thereof;

	•	an estate, the income of which is subject to United States federal income taxation regardless of its source; or

	•	a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or a trust that was in existence on August 20, 1996 and has validly elected to continue to be treated as a United States trust.

As used in this prospectus, the term “Non-U.S. holder” means a beneficial owner of a note that is not a U.S. holder for United States federal income tax purposes.

The United States federal income tax consequences to a holder of a note that is a partnership (or other entity taxable as a partnership for United States federal income tax purposes) generally will depend on the status of its partners and the activities of the partnership. Partners in partnerships holding the notes should consult their tax advisors with regard to the United States federal income tax consequences of the exchange of original notes for exchange notes pursuant to the exchange offer and the ownership and disposition of the exchange notes.

An exchange of original notes for exchange notes pursuant to the exchange offer will not be a taxable event for United States federal income tax purposes. Consequently, U.S. Holders and Non-U.S. Holders will not recognize any taxable gain or loss as a result of exchanging original notes for exchange notes pursuant to the exchange offer. The holding period of the exchange notes will include the holding period of the original notes, and the tax basis in the exchange notes will be the same as the tax basis in the original notes immediately before the exchange.

Interest on an exchange note will be taxable to a U.S. holder as ordinary interest income at the time it is received or accrued in accordance with the U.S. holder’s regular method of accounting for United States federal income tax purposes.

If a U.S. holder acquired an original note at a cost that is less than its principal amount, the amount of such difference is treated as “market discount” for federal income tax purposes, unless such difference is less than .0025 multiplied by its principal amount multiplied by the number of complete years from the date of acquisition until maturity.

Under the market discount rules of the Code, a U.S. holder is required to treat any gain on the disposition of an exchange note as ordinary income to the extent of the accrued market discount that has not been previously included in income. Thus, principal payments and payments received upon the disposition of an exchange note are treated as ordinary income to the extent of accrued market discount that has not been previously included in income. If a U.S. holder disposes of an exchange note with market discount in certain otherwise nontaxable transactions, such holder may be required to include accrued market discount as ordinary income as if the holder had sold the exchange note at its then fair market value.

In general, the amount of market discount that has accrued is determined on a ratable basis. A U.S. holder may, however, elect to determine the amount of accrued market discount on a constant yield to maturity basis. This election is made on a note-by-note basis and is irrevocable.

With respect to exchange notes with market discount, a U.S. holder may not be allowed to deduct immediately a portion of the interest expense on any indebtedness incurred to purchase or to carry the notes. U.S. holders may elect to include market discount in income currently as it accrues, in which case the interest deferral rule set forth in the preceding sentence will not apply. This election will apply to all market discount debt instruments that a U.S. holder acquires on or after the first day of the first taxable year to which the election applies and is irrevocable without the consent of the Internal Revenue Service or the IRS.

In general, if a U.S. holder purchased an original note for an amount in excess of the sum of all amounts payable on the note after the acquisition date, other than stated interest payments, such excess will constitute bond premium. A U.S. holder generally may elect to amortize the premium over the remaining term of the note on a constant yield method as an offset to interest when includible in income under such holder’s regular accounting method. The exchange notes are subject to call provisions at our option at certain times, as described in this prospectus under “Description of Notes — Optional Redemption.” A U.S. holder will calculate the amount of amortizable bond premium based on the amount payable at the applicable call date, but only if the use of the call date, in lieu of the stated maturity date, results in a smaller amortizable bond premium for the period ending on the call date. If a U.S. holder does not elect to amortize bond premium, that premium will decrease the gain or increase the loss such holder would otherwise recognize on disposition of the exchange note. An election to amortize premium on a constant yield method will also apply to all debt obligations held or subsequently acquired by the electing U.S. holder on or after the first day of the first taxable year to which the election applies. The election may not be revoked without the consent of the IRS. U.S. holders should consult their own tax advisors before making this election.

In general, upon the sale, exchange, redemption, retirement or other taxable disposition of an exchange note, a U.S. holder will recognize taxable gain or loss equal to the difference between (1) the amount realized upon the sale or other taxable disposition (less any accrued but unpaid interest not previously included in gross

income by the U.S. holder, which will be taxable as such), and (2) the U.S. holder’s adjusted tax basis in such exchange note. Gain or loss recognized by a U.S. holder on the sale, exchange, redemption, retirement or other taxable disposition of an exchange note generally will be capital gain or loss. The gain or loss will be long-term capital gain or loss if the holding period of the exchange note is more than 12 months. Under current law, long-term capital gains of noncorporate taxpayers (including individuals) are generally taxed at lower rates than items of ordinary income. The deductibility of capital losses is subject to significant limitations.

In general, information reporting will apply to certain payments of principal and interest on the exchange notes and to the proceeds from a sale or other disposition of the exchange notes. Additionally, a backup withholding tax (currently at a rate of 28%) will apply to such payments if the U.S. holder fails to provide a correct taxpayer identification number or certification of exempt status or fails to report its full dividend and interest income or otherwise fails to comply with applicable requirements of the backup withholding rules.

If backup withholding applies to a U.S. holder, such holder may use the amounts withheld as a refund or credit against its United States federal income tax liability, as long as such holder timely provides certain information to the IRS.

Subject to the discussion below concerning backup withholding, payments of interest on the exchange notes to any non-U.S. holder will not be subject to United States federal income or withholding tax, provided that:


	(i) the interest is not effectively connected with the conduct by the non-U.S. holder of a trade or business in the United States;

	(ii) the non-U.S. holder does not own, actually or constructively, 10% or more of the combined voting power of all classes of our stock entitled to vote;

	(iii) the non-U.S. holder is not a controlled foreign corporation (within the meaning of the Code) that is related to us directly or constructively through stock ownership; and

	(iv) either (A) the non-U.S. holder provides its name and address on an IRS Form W-8BEN (or other successor form), and certifies under penalties of perjury that it is not a “United States person” within the meaning of the Code, or (B) the non-U.S. holder holds its exchange notes through certain foreign intermediaries and satisfies the certification requirements of applicable United States Treasury regulations.

Interest that meets these four requirements is referred to as “portfolio interest.”

The interest on the exchange notes will be subject to United States federal income tax in the same manner as if the exchange notes were held by U.S. holders if: (i) the interest constitutes income that is effectively connected with the conduct by a non-U.S. holder of a United States trade or business, and (ii) if an income tax treaty applies, the interest is attributable to a United States permanent establishment of the non-U.S. holder under the terms of such treaty (“United States trade or business income”). In addition, if the non-U.S. holder is a foreign corporation, such income may also be subject to the “branch profits tax” at a rate of 30% (or lower applicable treaty rate). Interest that neither qualifies as portfolio interest nor constitutes United States trade or business income will be subject to United States withholding tax at the rate of 30%, unless such rate is reduced or eliminated by an applicable income tax treaty.

Subject to the discussion below concerning backup withholding, gain that is recognized on the sale, exchange, redemption, retirement or other disposition of an exchange note by a non-U.S. holder generally will not be subject to United States federal income or withholding tax unless (1) the gain is effectively connected with the conduct by such holder of a trade or business within the United States, or (2) in the case of an individual, the non-U.S. holder has been present in the United States for 183 days or more during the taxable year of the sale or other disposition and certain other conditions are satisfied.

Gain recognized by a non-U.S. holder upon a sale or other disposition of an exchange note that is effectively connected with the conduct by the non-U.S. holder of a United States trade or business or, if an income tax treaty applies, is attributable to a United States permanent establishment of the non-U.S. holder, generally will be subject to United States federal income tax in the same manner as if the exchange note were held by a U.S. holder. In addition, if the non-U.S. holder is a foreign corporation, such gain may also be subject to the branch profits tax at a rate of 30% (or lower applicable treaty rate).

A non-U.S. holder generally will be exempt from backup withholding (currently at a rate of 28%) and information reporting with respect to payments of principal and interest on the exchange notes, provided that the certification procedures required to claim the portfolio interest exemption described under the heading “Payments of Interest” above are satisfied.

Proceeds received from the sale of an exchange note by a non-U.S. holder to or through the United States office of a broker generally are subject to information reporting and backup withholding, unless the holder or beneficial owner certifies as to its non-United States status or otherwise establishes an exemption from information reporting and backup withholding.

If backup withholding applies to a non-U.S. holder, such holder may use the amounts withheld as a refund or credit against its United States federal income tax liability, as long as such holder timely provides certain information to the Internal Revenue Service.

PERSONS CONSIDERING THE PURCHASE OF NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF EXCHANGE NOTES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS THE EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS OR ANY APPLICABLE TAX TREATY.

Based on interpretations of the SEC staff in no-action letters issued to third parties, we believe that you may resell or otherwise transfer exchange notes issued in the exchange offer without further compliance with the registration and prospectus delivery requirements of the Securities Act if:


	•	you acquire exchange notes in the ordinary course of your business, and

	•	you are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of exchange notes.

We believe that you may not transfer exchange notes issued in the exchange offer without further compliance with such requirements or an exemption from such requirements if you are:


	•	our affiliate within the meaning of Rule 405 under the Securities Act, or

	•	a broker-dealer that acquired original notes as a result of market-making or other trading activities.

The information described above concerning interpretations of and positions taken by the SEC staff is not intended to constitute legal advice. Broker-dealers should consult their own legal advisors with respect to these matters.

If you wish to exchange your original notes for exchange notes in the exchange offer, you will be required to make representations to us as described in “The Exchange Offer — Procedures for Tendering” and “— Your Representations to Us” of this prospectus and in the letter of transmittal. In addition, if a broker-dealer receives exchange notes for its own account in exchange for original notes that were acquired by it as a result of market-making activities or other trading activities, it will be required to acknowledge that it will deliver a prospectus in connection with any resale by it of such exchange notes. A broker-dealer may use this prospectus, as amended or supplemented, in connection with these resales, and all dealers effecting transactions in the exchange notes may be required to deliver a prospectus, as amended or supplemented for 180 days following consummation of the exchange offer. For the 180 days following the consummation of the exchange offer, Esterline and the subsidiary guarantors will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. Esterline and the subsidiary guarantors have agreed to pay all expenses incident to the exchange offer (including certain expenses of counsel for the initial purchaser) other than dealers’ and brokers’ discounts, commissions and counsel fees and will indemnify the holders of the exchange notes (including any broker-dealer) against certain liabilities, including liabilities under the Act.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions:


	•	in the over-the-counter market,

	•	in negotiated transactions,

	•	through the writing of options on the exchange notes, or

	•	a combination of such methods of resale.


	•	at market prices prevailing at the time of resale,

	•	at prices related to such prevailing market prices, or

	•	at negotiated prices.

Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any exchange notes. Any broker-dealer that resells exchange notes that it received for its own account in the exchange offer and any broker or dealer that participates in a distribution of exchange notes may be deemed to

be an “underwriter” within the meaning of the Securities Act. Any profit on any resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act.

We are subject to the informational requirements of the Exchange Act, and in accordance therewith file annual, quarterly and special reports, as well as registration and proxy statements and other information, with the SEC. These reports, statements and other information may be inspected and copied at prescribed rates from the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. These materials may also be accessed electronically by means of commercial document retrieval services and the SEC’s website on the Internet at http://www.sec.gov.

On September 30, 2003, we filed with the SEC a registration statement on Form S-4, as amended on December 18, 2003, of which this prospectus is a part. This prospectus does not contain all the information in the registration statement. We have omitted parts of the registration statement, as permitted by the rules and regulations of the SEC. You may inspect and obtain a copy of the registration statement, including exhibits, at the SEC’s public reference facilities or its website as described above. Our statements in this prospectus about the contents of any contract or other document are not necessarily complete. You should refer to the copy of each contract or other document we have filed as an exhibit to the registration statement for complete information.

The SEC allows us to “incorporate by reference” into this prospectus the information that we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information we incorporate by reference is considered a part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the document listed below, all filings filed by us pursuant to the Exchange Act after the date of the initial registration statement and prior to effectiveness of the registration statement, and any future filings that we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act until the exchange offer is completed:

Copies of the documents listed above are also available free of charge through our website (www.esterline.com) as soon as reasonably practicable after we electronically file the material with, or furnish it to, the SEC. In addition, you can obtain the documents referenced above by contacting us as described on the inside front cover of this prospectus.

The validity of the exchange notes being offered hereby will be passed upon for Esterline Technologies Corporation by Perkins Coie LLP, Seattle, Washington.

Ernst & Young LLP, independent auditors, have audited our consolidated financial statements and schedule included or incorporated by reference in our annual report on Form 10-K for the fiscal year ended October 31, 2003, as set forth in their reports, which are incorporated by reference in this prospectus. Our financial statements and schedule are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained or incorporated by reference in this prospectus in connection with the exchange offer, and, if given or made, such information or representations must not be relied upon as having been authorized by Esterline Technologies Corporation. This prospectus does not constitute an offer of any securities other than those to which it relates or an offer or a solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstance create an implication that there has been no change in the affairs of Esterline Technologies Corporation since the date hereof of this prospectus.

Section 145(a) of the Delaware General Corporation Law, or the DGCL, provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that a person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no cause to believe his or her conduct was unlawful.

Section 145(b) of the DGCL provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that a person acted in any of the capacities set forth above, against expenses actually and reasonably incurred by the person in connection with the defense or settlement of an action or suit if the person acted under standards set forth above, except that no indemnification may be made in respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Court of Chancery or the court in which the action or suit was brought shall determine, that despite the adjudication of liability, the person is fairly and reasonably entitled to be indemnified for expenses which the Court of Chancery or the other court shall deem proper.

Section 145 of the DGCL further provides that, to the extent a director or officer of a Delaware corporation has been successful in the defense of any action, suit or proceeding referred to in subsections 145(a) and (b) or in the defense of any related claim, issue or matter therein, the person shall be indemnified against related expenses actually and reasonably incurred by the person. Indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled. The corporation may purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against the person or incurred by him or her in that capacity or arising out of his or her status as director or officer whether or not the corporation would have the power to indemnify the person against more liabilities under Section 145.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) payments of unlawful dividends or unlawful stock repurchases or redemptions, or (iv) any transaction from which the director derived an improper personal benefit.

Article Eighth, Section 1 of Esterline’s certificate of incorporation provides that, to the fullest extent that the DGCL, as it now exists or may hereafter be amended, permits, the limitation or elimination of the liability of directors, a director of Esterline shall not be liable to Esterline or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment to or repeal of Article Eighth shall not adversely affect any right or protection of a director of Esterline for or with respect to any acts or omissions of a director occurring prior to such amendment or repeal.

Article Eighth, Section 2 of Esterline’s certificate of incorporation requires indemnification of officers and directors to the fullest extent permitted under the DGCL. Subject to any restrictions imposed by Delaware law, the certificate of incorporation provides an unconditional right to indemnification for all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in

settlement) actually and reasonably incurred or suffered by any person entitled to indemnification in connection with any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was serving as a director or officer of Esterline or that, being or having been a director or officer or an employee of Esterline, the person is or was serving at the request of Esterline as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including an employee benefit plan. However, board approval is required with respect to indemnification for any proceeding initiated by a person entitled to indemnification. Section 2 also provides that Esterline may, by action of its board of directors, provide indemnification to its employees and agents with the same scope and effect as the foregoing indemnification of directors and officers.

Esterline’s officers and directors are covered by insurance (with certain exceptions and limitations) that indemnifies them against losses for which Esterline grants them indemnification and for which they become legally obligated to pay on account of claims made against them for wrongful acts committed before or during the policy period. Additionally, Esterline’s outside directors are covered by a similar insurance policy.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, or the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act), that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-4 and has duly caused this Amendment No. 1 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 18th day of December, 2003.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated below on December 18, 2003.


	By:	/s/ ROBERT D. GEORGE



	Name: Robert D. George
	Title: President, Secretary and Treasurer


	By:	/s/ ROBERT D. GEORGE



	Name: Robert D. George
	Title: Vice President, Secretary and Treasurer


	By:	/s/ ROBERT D. GEORGE



	Name: Robert D. George
	Title: Vice President, Secretary and Treasurer

Each person whose signature appears below hereby constitutes, appoints and authorizes James T. Schneller, Jr. and Robert D. George, or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Amendment No. 1 to the Registration Statement on Form S-4 and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) necessary or advisable to enable the registrant to comply with the Securities Act of 1933 and any other laws, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

All schedules are omitted because they are inapplicable or the requested information is incorporated by reference into this registration statement.

E-3 EX-3.3 3 v92967a1exv3w3.txt EXHIBIT 3.3 EXHIBIT 3.3 CERTIFICATE OF MERGER OF DOMESTIC CORPORATIONS CERTIFICATE OF MERGER OF A.I.D. ACQUISITION CORPORATION INTO ADVANCED INPUT DEVICES, INC. The undersigned corporation, organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the name and state of incorporation of each of the constituent corporations of the Merger is as follows:

SECOND: That an Agreement and Plan of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the General Corporation Law of the State of Delaware. THIRD: That the name of the surviving corporation of the Merger is Advanced Input Devices, Inc. FOURTH: That the Certificate of Incorporation of Advanced Input Devices, Inc., a Delaware corporation, shall be the Certificate or Incorporation of the surviving corporation, as amended in its entirety in Exhibit A attached hereto and incorporated herein by this reference. FIFTH: That the executed Agreement and Plan of Merger is on file at the principal place of business of the surviving corporation. The address of the principal place of business of the surviving corporation is West 250 A.I.D. Drive, Coeur d'Alene, Idaho 83814. Exhibit A CERTIFICATE OF INCORPORATION OF ADVANCED INPUT DEVICES, INC. FIRST: The name of the Corporation is Advanced Input Devices, Inc. SECOND: The registered office of the Corporation in the State of Delaware is located at 15 East North Street, Dover, DE, Kent County, 19901. The name of its registered agent at that address is Incorporating Services, Ltd. THIRD: The purposes of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law. FOURTH: The total number of shares of stock that the Corporation shall have authority to issue is 1,000 shares of common stock, $0.01 par value per share. FIFTH: The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation and for the purpose of creating, defining, limiting and regulating the powers of the Corporation and its directors and stockholders: (a) Directors may be removed, with or without cause, as provided in the Bylaws. (b) The election of directors shall be conducted in the manner prescribed in the Bylaws of the Corporation and need not be by ballot. (c) The Board of Directors shall have the power to adopt, amend or repeal Bylaws of the Corporation without the assent or vote of the stockholders except to the extent that any stockholder assent or vote is required by the Bylaws. SIXTH: The Corporation reserves the right to alter, amend, or repeal any provisions contained in this Certificate of Incorporation from time to time and at any time in the manner now or hereafter prescribed by the laws of the Sate of Delaware, and all rights conferred herein or under the Corporation's Bylaws upon the Corporation's stockholders, directors and officers are granted subject to such reservation. SEVENTH: The name and mailing address of the incorporator is as follows: Regina Cephas, 1300 Market Street, Wilmington, DE 19801. EIGHTH: The number of the directors of the Corporation is three (3), and the names and mailing addresses of the directors of the Corporation are as follows: Douglas D. Adkins 1301 Fifth Avenue, Suite 2830 Seattle, WA 98101 Ross K. Chapin 1301 Fifth Avenue, Suite 2830 Seattle, WA 98101 Leslie A. Larsen W. 250 AID Drive Coeur d'Alene, ID 83814 NINTH: The Corporation shall have perpetual existence. TENTH: No preemptive rights shall exist with respect to shares of stock or securities convertible into shares of stock of the Corporation. The right to cumulate votes in the election of directors shall not exist with respect to shares of stock of the Corporation. ELEVENTH: To the fullest extent permitted by Delaware corporate law as now or hereafter in effect, a director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for his or her conduct as a director. Any amendment to or repeal of this Article shall not adversely affect any right of a director of the Corporation hereunder with respect to any acts or omissions of such director occurring prior to such amendment or repeal. -2- EX-3.4 4 v92967a1exv3w4.txt EXHIBIT 3.4 EXHIBIT 3.4 AMENDED AND RESTATED BY-LAWS OF ADVANCED INPUT DEVICES, INC. EXHIBIT 3.4 Originally adopted on Amendments are listed on p. i ADVANCED INPUT DEVICES, INC. AMENDMENTS

Page i CONTENTS SECTION 1. OFFICES.................................................................................. 1 SECTION 2. STOCKHOLDERS............................................................................. 1 2.1 Annual Meeting..................................................................... 1 2.2 Special Meetings................................................................... 1 2.3 Place of Meeting................................................................... 1 2.4 Notice of Meeting.................................................................. 1 2.5 Waiver of Notice................................................................... 2 2.6 Fixing of Record Date for Determining Stockholders................................. 2 2.6.1 Meetings............................................................... 2 2.6.2 Consent to Corporate Action Without a Meeting.......................... 3 2.6.3 Dividends, Distributions and Other Rights.............................. 3 2.7 Voting List........................................................................ 4 2.8 Quorum............................................................................. 4 2.9 Manner of Acting................................................................... 4 2.10 Proxies............................................................................ 5 2.10.1 Appointment............................................................ 5 2.10.2 Delivery to Corporation; Duration...................................... 5 2.11 Voting of Shares................................................................... 6 2.12 Voting for Directors............................................................... 6 2.13 Action by Stockholders Without a Meeting........................................... 6 SECTION 3. BOARD OF DIRECTORS....................................................................... 7 3.1 General Powers..................................................................... 7 3.2 Number and Tenure.................................................................. 7

Page ii 3.3 Nomination and Election of Directors............................................... 7 3.4 Annual and Regular Meetings........................................................ 8 3.5 Special Meetings................................................................... 8 3.6 Meetings by Telephone.............................................................. 8 3.7 Notice of Special Meetings......................................................... 8 3.7.1 Personal Delivery...................................................... 8 3.7.2 Delivery by Mail....................................................... 8 3.7.3 Delivery by Telecopy................................................... 9 3.7.4 Oral Notice............................................................ 9 3.8 Waiver of Notice................................................................... 9 3.8.1 In Writing............................................................. 9 3.8.2 By Attendance.......................................................... 9 3.9 Quorum............................................................................. 9 3.10 Manner of Acting................................................................... 10 3.11 Presumption of Assent.............................................................. 10 3.12 Action by Board or Committees Without a Meeting.................................... 10 3.13 Resignation........................................................................ 10 3.14 Removal............................................................................ 10 3.15 Vacancies.......................................................................... 11 3.16 Executive and Other Committees..................................................... 11 3.16.1 Creation and Authority of Committees................................... 11 3.16.2 Minutes of Meetings.................................................... 12 3.16.3 Quorum and Manner of Acting............................................ 12 3.16.4 Resignation............................................................ 12 3.16.5 Removal................................................................ 12

Page iii 3.17 Compensation....................................................................... 12 SECTION 4. OFFICERS................................................................................. 13 4.1 Number............................................................................. 13 4.2 Election and Term of Office........................................................ 13 4.3 Resignation........................................................................ 13 4.4 Removal............................................................................ 13 4.5 Vacancies.......................................................................... 13 4.6 Chairman of the Board.............................................................. 14 4.7 President.......................................................................... 14 4.8 Vice President..................................................................... 14 4.9 Secretary.......................................................................... 15 4.10 Treasurer.......................................................................... 15 4.11 Salaries........................................................................... 15 SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS.................................................... 15 5.1 Contracts.......................................................................... 15 5.2 Loans to the Corporation........................................................... 16 5.3 Checks, Drafts, Etc................................................................ 16 5.4 Deposits........................................................................... 16 SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER............................................... 16 6.1 Issuance of Shares................................................................. 16 6.2 Certificates for Shares............................................................ 16 6.3 Stock Records...................................................................... 17 6.4 Restriction on Transfer............................................................ 17 6.5 Transfer of Shares................................................................. 18 6.6 Lost or Destroyed Certificates..................................................... 18

Page iv SECTION 7. BOOKS AND RECORDS........................................................................ 18 SECTION 8. ACCOUNTING YEAR.......................................................................... 18 SECTION 9. SEAL..................................................................................... 18 SECTION 10. INDEMNIFICATION......................................................................... 18 10.1 Right to Indemnification........................................................... 18 10.2 Right of Indemnitee to Bring Suit.................................................. 20 10.3 Nonexclusivity of Rights........................................................... 20 10.4 Insurance, Contracts and Funding................................................... 20 10.5 Indemnification of Employees and Agents of the Corporation......................... 21 10.6 Persons Serving Other Entities..................................................... 21 SECTION 11. SHARES REGISTERED IN THE NAME OF THE CORPORATION........................................ 21 SECTION 12. AMENDMENTS.............................................................................. 22

Page v AMENDED AND RESTATED BY-LAWS OF ADVANCED INPUT DEVICES, INC. SECTION 1. OFFICES The principal office of the corporation shall be located at its principal place of business or such other place as the Board of Directors ("Board") may designate. The corporation may have such other offices, either within or without the State of Delaware, as the Board may designate or as the business of the corporation may require from time to time. SECTION 2. STOCKHOLDERS 2.1 ANNUAL MEETING. The annual meeting of the stockholders shall be held on such date and at such place and hour as shall be fixed by the Board and designated in the notice of such meeting or waiver of notice thereof. 2.2 SPECIAL MEETINGS. The Chairman of the Board, the President, the Secretary, the Board or the holders of not less than 20% of all the outstanding shares of the corporation entitled to vote at the meeting, may call special meetings of the stockholders for any purpose. 2.3 PLACE OF MEETING. All meetings shall be held at the principal office of the corporation or at such other place within or without the State of Delaware designated by the Board, by any persons entitled to call a meeting hereunder or in a waiver of notice signed by all of the stockholders entitled to notice of the meeting. 2.4 NOTICE OF MEETING. The Chairman of the Board, the President, the Secretary, the Board, or stockholders calling an annual or special meeting of stockholders as provided for herein, shall cause to be delivered to each stockholder entitled to notice of or to vote at the meeting either personally or by mail, not less than ten nor more than sixty days before the meeting, written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. At any time, upon written request of the holders of not less than the number of outstanding shares of the corporation specified in subsection 2.2 and entitled to vote at the meeting, it shall be the duty of the Secretary to give notice of a special meeting of stockholders to be held on such date and at such place and hour as the Secretary may fix, not less than ten nor more than thirty-five days after receipt of said request, and if the Secretary shall neglect or refuse to issue such notice, the person making the request may do so and may fix the date for such meeting. If such notice is mailed, it shall be deemed delivered when deposited in the official government mail properly addressed to the stockholder at his or her address as it appears on the stock transfer books of the corporation with postage prepaid. If the notice is telegraphed, it shall be deemed delivered when the content of the telegram is delivered to the telegraph company. 2.5 WAIVER OF NOTICE. 2.5.1 Whenever any notice is required to be given to any stockholder under the provisions of these By-laws, the Certificate of Incorporation or the General Corporation Law of Delaware, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 2.5.2 The attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when a stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. 2.6 FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS. 2.6.1 MEETINGS. For the purpose of determining stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and Page 2 which record date shall not be more than sixty (or if less, the maximum number permitted by applicable law) nor less than ten days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of and to vote at the meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. 2.6.2 CONSENT TO CORPORATE ACTION WITHOUT A MEETING. For the purpose of determining stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than ten (or the maximum number permitted by applicable law) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by Chapter 1 of the General Corporation Law of the State of Delaware, as now or hereafter amended, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required by Chapter 1 of the General Corporation Law of the State of Delaware, as now or hereafter amended, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action. Page 3 2.6.3 DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS. For the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (or the maximum number permitted by applicable law) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. 2.7 VOTING LIST. At least ten days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, shall be made, arranged in alphabetical order, with the address of and number of shares held by each stockholder. This list shall be open to examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. This list shall also be produced and kept at such meeting for inspection by any stockholder who is present. 2.8 QUORUM. A majority of the outstanding shares of the corporation entitled to vote, present in person or represented by proxy at the meeting, shall constitute a quorum at a meeting of the stockholders; provided, that where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy at the meeting, shall constitute a quorum entitled to take action with respect to that vote on that matter. If less than a majority of the outstanding shares entitled to vote are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. If a quorum is present or represented at a reconvened meeting following such an adjournment, any business may be transacted that might have been transacted at the Page 4 meeting as originally called. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. 2.9 MANNER OF ACTING. In all matters other than the election of Directors, if a quorum is present, the affirmative vote of the majority of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number is required by these By-laws, the Certificate of Incorporation or the General Corporation Law of Delaware. Where a separate vote by a class or classes is required, if a quorum of such class or classes is present, the affirmative vote of the majority of outstanding shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class or classes. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of Directors. 2.10 PROXIES. 2.10.1 APPOINTMENT. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. Such authorization may be accomplished by (a) the stockholder or such stockholder's authorized officer, director, employee or agent executing a writing or causing his or signature to be affixed to such writing by any reasonable means, including facsimile signature, or (b) by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the intended holder of the proxy or to a proxy solicitation firm, proxy support service or similar agent duly authorized by the intended proxy holder to receive such transmission; provided, that any such telegram, cablegram or other electronic transmission must either set forth or be accompanied by information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission by which a stockholder has authorized another person to act as proxy for such stockholder may be substituted or used in lieu of the original writing or Page 5 transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. 2.10.2 DELIVERY TO CORPORATION; DURATION. A proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting or the delivery to the Corporation of the consent to corporate action in writing. A proxy shall become invalid three years after the date of its execution unless otherwise provided in the proxy. A proxy with respect to a specified meeting shall entitle the holder thereof to vote at any reconvened meeting following adjournment of such meeting but shall not be valid after the final adjournment thereof. 2.11 VOTING OF SHARES. Each outstanding share entitled to vote with respect to the subject matter of an issue submitted to a meeting of stockholders shall be entitled to one vote upon each such issue, unless the Certificate of Incorporation provides otherwise. 2.12 VOTING FOR DIRECTORS. Each stockholder entitled to vote at an election of Directors may vote, in person or by proxy, the number of shares owned by such stockholder for as many persons as there are Directors to be elected and for whose election such stockholder has a right to vote, or if the Certificate of Incorporation provides for cumulative voting, each stockholder may cumulate his or her votes by distributing among one or more candidates as many votes as are equal to the number of such Directors multiplied by the number of his or her shares. 2.13 ACTION BY STOCKHOLDERS WITHOUT A MEETING. Any action which could be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall (a) be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted (as determined in accordance with subsection 2.6.2 hereof) and Page 6 (b) be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the records of proceedings of meetings of stockholders. Delivery made to the corporation's registered office shall be by hand or by certified mail or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless written consents signed by the requisite number of stockholders entitled to vote with respect to the subject matter thereof are delivered to the corporation, in the manner required by this section, within sixty (or the maximum number permitted by applicable law) days of the earliest dated consent delivered to the corporation in the manner required by this section. The validity of any consent executed by a proxy for a stockholder pursuant to a telegram, cablegram or other means of electronic transmission transmitted to such proxy holder by or upon the authorization of the stockholder shall be determined by or at the direction of the Secretary of the Corporation. A written record of the information upon which the person making such determination relied shall be made and kept in the records of the proceedings of the stockholders. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any such consent shall be inserted in the minute book as if it were the minutes of a meeting of the stockholders. SECTION 3. BOARD OF DIRECTORS 3.1 GENERAL POWERS. The business and affairs of the corporation shall be managed by the Board. 3.2 NUMBER AND TENURE. The Board shall be composed of one or more Directors, the specific number to be set by resolution of the Board, in accordance with the provisions of the Certificate of Incorporation. The number of Directors may be changed from time to time by amendment to these By-laws, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Unless a Director dies, resigns, or is removed, he or she shall hold office until the next annual meeting of stockholders or until his or her successor is elected, whichever is later. Directors need not Page 7 be stockholders of the corporation or residents of the State of Delaware. 3.3 NOMINATION AND ELECTION OF DIRECTORS Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors. Nominations for the election of directors may be made (a) by or at the direction of the Board, or (b) by any stockholder of record entitled to vote for the election of directors at the annual stockholder meeting; provided, however, that a stockholder may nominate a person for election as a director only if written nomination is received by the Secretary not less than seven (7) nor more than thirty (30) days prior to the date of such annual meeting. Any such stockholder's nomination shall set forth (a) the name and address of the stockholder who is making the nomination, (b) as to each person the stockholder nominates for election, the name and address of such person, and (c) the consent of each such nominee to serve as a director if elected. If the facts warrant, the Board shall determine and declare that a nomination was not made in accordance with the foregoing procedure and, if it is so determined, the defective nomination shall be disregarded. The foregoing procedure is subject to the rights of the holders of any class or series of stock having a preference over the Common Stock. 3.4 ANNUAL AND REGULAR MEETINGS. By resolution, the Board or any committee designated by the Board may specify the time and place either within or without the State of Delaware for holding annual and regular meetings thereof without other notice than such resolution. 3.5 SPECIAL MEETINGS. Special meetings of the Board or any committee appointed by the Board may be called by or at the request of the Chairman of the Board, the President, the Secretary or, in the case of special Board meetings, any three Directors and, in the case of any special meeting of any committee appointed by the Board, by the Chairman thereof. The person or persons authorized to call special meetings may fix any place either within or without the State of Delaware as the place for holding any special Board or committee meeting called by them. Page 8 3.6 MEETINGS BY TELEPHONE. Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting. 3.7 NOTICE OF SPECIAL MEETINGS. Notice of a special Board or committee meeting stating the place, day and hour of the meeting shall be given to a Director in writing or orally by telephone or in person. Neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice of such meeting. 3.7.1 PERSONAL DELIVERY. If notice is given by personal delivery, the notice shall be effective if delivered to a Director at least twenty-four hours before the meeting. 3.7.2 DELIVERY BY MAIL. If notice is delivered by mail, the notice shall be deemed effective if deposited in the official government mail properly addressed to a Director at his or her address shown on the records of the corporation with postage prepaid at least five days before the meeting. 3.7.3 DELIVERY BY TELECOPY. If notice is delivered by telecopy, the notice shall be deemed effective if it is transmitted to a facsimile number provided by a Director for that purpose from time to time and the successful transmission thereof is confirmed by telephone with the operator of the receiving equipment at least twenty-four hours before the meeting. 3.7.4 ORAL NOTICE. If notice is delivered orally, by telephone or in person, the notice shall be deemed effective if personally given to the Director at least twenty-four hours before the meeting. Page 9 3.8 WAIVER OF NOTICE. 3.8.1 IN WRITING. Whenever any notice is required to be given to any Director under the provisions of these By-laws, the Certificate of Incorporation or the General Corporation Law of Delaware, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board or any committee appointed by the Board need be specified in the waiver of notice of such meeting. 3.8.2 BY ATTENDANCE. The attendance of a Director at a Board or committee meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. 3.9 QUORUM. A majority of the total number of Directors fixed by or in the manner provided in these By-laws or, if vacancies exist on the Board, a majority of the total number of Directors then serving on the Board, provided, however, that such number may be not less than one-third of the total number of Directors fixed by or in the manner provided in these By-laws, shall constitute a quorum for the transaction of business at any Board meeting. If less than a majority are present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. 3.10 MANNER OF ACTING. The act of the majority of the Directors present at a Board or committee meeting at which there is a quorum shall be the act of the Board or committee, unless the vote of a greater number is required by these By-laws, the Certificate of Incorporation or the General Corporation Law of Delaware. 3.11 PRESUMPTION OF ASSENT. A Director of the corporation present at a Board or committee meeting at which action on any corporate matter is Page 10 taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting, or unless such Director files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or forwards such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. A Director who voted in favor of such action may not dissent. 3.12 ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING. Any action which could be taken at a meeting of the Board or of any committee appointed by the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the Directors or by each committee member. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board or a committee meeting. 3.13 RESIGNATION. Any Director may resign at any time by delivering written notice to the Chairman of the Board, the President, the Secretary or the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 3.14 REMOVAL. Except as otherwise provided in the Certificate of Incorporation, at a meeting of stockholders called expressly for that purpose, one or more members of the Board (including the entire Board) may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote on the election of such Directors. If the Certificate of Incorporation provides for cumulative voting in the election of Directors, then if less than the entire Board is to be removed, no one of the Directors may be removed if the votes cast against his or her removal would be sufficient to elect such Director if then cumulatively voted at an election of the entire Board. 3.15 VACANCIES. Any vacancy in a directorship held by an "A Director", as defined in the Restated Certificate of Incorporation, shall be Page 11 filled in accordance with the provisions of the Certificate of Incorporation. Except as otherwise provided in the Certificate of Incorporation, any other vacancy occurring on the Board may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. 3.16 EXECUTIVE AND OTHER COMMITTEES 3.16.1 CREATION AND AUTHORITY OF COMMITTEES. The Board may, by resolution passed by a majority of the number of Directors fixed by or in the manner provided in these By-laws, appoint standing or temporary committees, including an Executive Committee, each committee to consist of one or more Directors of the corporation, and invest such committees with such powers as it may see fit, subject to such conditions as may be prescribed by the Board and by applicable law; but no such committee shall have the power or authority of the Board in reference to (a) amending the Certificate of Incorporation, (b) adopting a plan of merger or consolidation, (c) recommending to the stockholders the sale, lease or exchange or other disposition of all or substantially all of the property and assets of the corporation other than in the usual and regular course of business, (d) recommending to the stockholders a voluntary dissolution or a revocation thereof, (e) amending these By-laws, (f) declaring a dividend, or (g) authorizing the issuance of stock. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. 3.16.2 MINUTES OF MEETINGS. All committees so appointed shall keep regular minutes of their meetings and shall cause them to be recorded in books kept for that purpose. 3.16.3 QUORUM AND MANNER OF ACTING. A majority of the number of Directors composing any committee of the Board, as established and fixed by resolution Page 12 of the Board, shall constitute a quorum for the transaction of business at any meeting of such committee but, if less than a majority are present at a meeting, a majority of such Directors present may adjourn the meeting from time to time without further notice. The act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of such committee. 3.16.4 RESIGNATION. Any member of any committee may resign at any time by delivering written notice thereof to the Chairman of the Board, the President, the Secretary, the Board or the Chairman of such committee. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 3.16.5 REMOVAL. The Board may remove from office any member of any committee elected or appointed by it or by an Executive Committee, but only by the affirmative vote of not less than a majority of the number of Directors fixed by or in the manner provided in these By-laws. 3.17 COMPENSATION. By Board resolution, Directors and committee members may be paid their expenses, if any, of attendance at each Board or committee meeting, or a fixed sum for attendance at each Board or committee meeting, or a stated salary as Director or a committee member, or a combination of the foregoing. No such payment shall preclude any Director or committee member from serving the corporation in any other capacity and receiving compensation therefor. SECTION 4. OFFICERS 4.1 NUMBER. The officers of the corporation shall be a President, a Secretary and a Treasurer, each of whom shall be elected by the Board. One or more Vice Presidents and such other officers and assistant officers, including a Chairman of the Board, may be elected or appointed by the Board, such officers and assistant officers to hold office for such period, have such authority and perform such duties as are provided in Page 13 these By-laws or as may be provided by resolution of the Board. Any officer may be assigned by the Board any additional title that the Board deems appropriate. The Board may delegate to any officer or agent the power to appoint any such subordinate officers or agents and to prescribe their respective terms of office, authority and duties. Any two or more offices may be held by the same person. 4.2 ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the Board at the Board meeting held after the annual meeting of the stockholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as a Board meeting conveniently may be held. Unless an officer dies, resigns, or is removed from office, he or she shall hold office until the next annual meeting of the Board or until his or her successor is elected. 4.3 RESIGNATION. Any officer may resign at any time by delivering written notice to the Chairman of the Board, the President, the Secretary or the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 4.4 REMOVAL. Any officer or agent elected or appointed by the Board may be removed by the Board at any time, with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 4.5 VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board for the unexpired portion of the term, or for a new term established by the Board. 4.6 CHAIRMAN OF THE BOARD. If elected, the Chairman of the Board shall perform such duties as shall be assigned to him or her by the Board from time to time and shall preside over meetings of the Board and Page 14 stockholders unless another officer is appointed or designated by the Board as Chairman of such meeting. 4.7 PRESIDENT. The President shall be the chief executive officer of the corporation unless some other officer is so designated by the Board, shall preside over meetings of the Board in the absence of a Chairman of the Board, shall preside over meetings of the stockholders and, subject to the Board's control, shall supervise and control all of the assets, business and affairs of the corporation. The President may sign certificates for shares of the corporation, deeds, mortgages, bonds, contracts or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these By-laws to some other officer or agent of the corporation or are required by law to be otherwise signed or executed by some other officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as are prescribed by the Board from time to time. 4.8 VICE PRESIDENT. In the event of the death of the President or his or her inability to act, the Vice President (or if there is more than one Vice President, the Vice President who was designated by the Board as the successor to the President, or if no Vice President is so designated, the Vice President first elected to such office) shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. Any Vice President may sign with the Secretary or any Assistant Secretary certificates for shares of the corporation. Vice Presidents shall have, to the extent authorized by the President or the Board, the same powers as the President to sign deeds, mortgages, bonds, contracts or other instruments. Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or by the Board. 4.9 SECRETARY. The Secretary shall: (a) keep the minutes of meetings of the stockholders and the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; (c) be custodian of the corporate records and seal of the corporation; (d) keep registers of the post office address Page 15 of each stockholder and Director; (e) sign certificates for shares of the corporation; (f) have general charge of the stock transfer books of the corporation; (g) sign, with the President or other officer authorized by the President or the Board, deeds, mortgages, bonds, contracts or other instruments; and (h) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board. In the absence of the Secretary, an Assistant Secretary may perform the duties of the Secretary. 4.10 TREASURER. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such amount and with such surety or sureties as the Board shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in banks, trust companies or other depositories selected in accordance with the provisions of these By-laws; sign certificates for shares of the corporation; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board. In the absence of the Treasurer, an Assistant Treasurer may perform the duties of the Treasurer. 4.11 SALARIES. The salaries of the officers shall be fixed from time to time by the Board or by any person or persons to whom the Board has delegated such authority. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the corporation. SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS 5.1 CONTRACTS. The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Page 16 5.2 LOANS TO THE CORPORATION. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances. 5.3 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, or agent or agents, of the corporation and in such manner as is from time to time determined by resolution of the Board. 5.4 DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board may select. SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER 6.1 ISSUANCE OF SHARES. No shares of the corporation shall be issued unless authorized by the Board, which authorization shall include the maximum number of shares to be issued and the consideration to be received for each share. 6.2 CERTIFICATES FOR SHARES. Certificates representing shares of the corporation shall be signed by the Chairman of the Board or Vice Chairman of the Board or the President or the Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, any of whose signatures may be a facsimile. The Board may in its discretion appoint responsible banks or trust companies from time to time to act as transfer agents and registrars of the stock of the corporation; and, when such appointments shall have been made, no stock certificate shall be valid until countersigned by one of such transfer agents and registered by one of such registrars. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, Page 17 it may be issued by the corporation with the same effect as if such person was such officer, transfer agent or registrar at the date of issue. All certificates shall include on their face written notice of any restrictions which may be imposed on the transferability of such shares and shall be consecutively numbered or otherwise identified. 6.3 STOCK RECORDS. The stock transfer books shall be kept at the registered office or principal place of business of the corporation or at the office of the corporation's transfer agent or registrar. The name and address of each person to whom certificates for shares are issued, together with the class and number of shares represented by each such certificate and the date of issue thereof, shall be entered on the stock transfer books of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. 6.4 RESTRICTION ON TRANSFER. Except to the extent that the corporation has obtained an opinion of counsel acceptable to the corporation that transfer restrictions are not required under applicable securities laws, or has otherwise satisfied itself that such transfer restrictions are not required, all certificates representing shares of the corporation shall bear a legend on the face of the certificate, or on the reverse of the certificate if a reference to the legend is contained on the face, which reads substantially as follows: "The securities evidenced by this certificate have not been registered under the Securities Act of 1933 or any applicable state law, and no interest therein may be sold, distributed, assigned, offered, pledged or otherwise transferred unless (a) there is an effective registration statement under such Act and applicable state securities laws covering any such transaction involving said securities or (b) this corporation receives an opinion of legal counsel for the holder of these securities (concurred in by legal counsel for this corporation) stating that such transaction is exempt from registration or this corporation otherwise satisfies itself that such transaction is exempt from registration. Neither the offering of the securities nor any Page 18 offering materials have been reviewed by any administrator under the Securities Act of 1933 or any applicable state law." 6.5 TRANSFER OF SHARES. The transfer of shares of the corporation shall be made only on the stock transfer books of the corporation pursuant to authorization or document of transfer made by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificates for a like number of shares shall have been surrendered and cancelled. 6.6 LOST OR DESTROYED CERTIFICATES. In the case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board may prescribe. SECTION 7. BOOKS AND RECORDS The corporation shall keep correct and complete books and records of account, stock transfer books, minutes of the proceedings of its stockholders and Board and such other records as may be necessary or advisable. SECTION 8. ACCOUNTING YEAR The accounting year of the corporation shall be the twelve months ended October 31, provided that if a different accounting year is at any time selected for purposes of federal income taxes, the accounting year shall be the year so selected. SECTION 9. SEAL The seal of the corporation shall consist of the name of the corporation, the state of its incorporation and the year of its incorporation. Page 19 SECTION 10. INDEMNIFICATION 10.1 RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a Director or officer of the corporation or that, being or having been such a Director or officer or an employee of the corporation, he or she is or was serving at the request of the corporation as a Director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as such a Director, officer, employee or agent or in any other capacity while serving as such a Director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the full extent permitted by the General Corporation Law of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than permitted prior thereto), or by other applicable law as then in effect, against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators; provided, however, that except as provided in subsection 10.2 of this Section with respect to proceedings seeking to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or ratified by the Board. The right to indemnification conferred in this subsection 10.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that if the General Corporation Law of Delaware requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a Director or officer (and not in any other capacity in which service was or is Page 20 rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this subsection 10.1 or otherwise. 10.2 RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under subsection 10.1 of this Section is not paid in full by the corporation within sixty days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. The indemnitee shall be presumed to be entitled to indemnification under this Section upon submission of a written claim (and, in an action brought to enforce a claim for an advancement of expenses, where the required undertaking, if any is required, has been tendered to the corporation), and thereafter the corporation shall have the burden of proof to overcome the presumption that the indemnitee is not so entitled. Neither the failure of the corporation (including its Board, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances nor an actual determination by the corporation (including its Board, independent legal counsel or its stockholders) that the indemnitee is not entitled to indemnification shall be a defense to the suit or create a presumption that the indemnitee is not so entitled. 10.3 NONEXCLUSIVITY OF RIGHTS. The rights to indemnification and to the advancement of expenses conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, agreement, vote of stockholders or disinterested Directors, provisions of the Certificate of Incorporation or By-laws of the corporation or otherwise. Page 21 10.4 INSURANCE, CONTRACTS AND FUNDING. The corporation may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of Delaware. The corporation, without further stockholder approval, may enter into contracts with any Director, officer, employee or agent in furtherance of the provisions of this Section and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Section. 10.5 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION. The corporation may, by action of the Board, grant rights to indemnification and advancement of expenses to employees or agents or groups of employees or agents of the corporation with the same scope and effect as the provisions of this Section with respect to the indemnification and advancement of expenses of Directors and officers of the corporation; provided, however, that an undertaking shall be made by an employee or agent only if required by the Board. 10.6 PERSONS SERVING OTHER ENTITIES. Any person who is or was a Director, officer or employee of the corporation who is or was serving (a) as a Director or officer of another corporation of which a majority of the shares entitled to vote in the election of its Directors is held by the corporation or (b) in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the corporation or a wholly owned subsidiary of the corporation is a general partner or has a majority ownership shall be deemed to be so serving at the request of the corporation and entitled to indemnification and advancement of expenses under subsection 10.1 of this Section. SECTION 11. SHARES REGISTERED IN THE NAME OF THE CORPORATION The Board shall designate officers of the Corporation who shall have authority from time to time to appoint an agent or Page 22 agents of the corporation to exercise in the name and on behalf of the corporation the powers and rights which the corporation may have as the holder of stock or other securities in any other corporation, and to vote or consent in respect of such stock or securities. Such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights, and such designated officers may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the corporation may exercise its powers and rights. SECTION 12. AMENDMENTS These By-laws may be amended or repealed and new By-laws may be adopted by the Board. The stockholders may also amend and repeal these By-laws or adopt new By-laws. All By-laws made by the Board may be amended or repealed by the stockholders. The foregoing By-laws were adopted by the Board of Directors on July 14, 1992. /s/ Michael P. Wilson ------------------------------- Secretary Page 23 EX-3.5 5 v92967a1exv3w5.txt EXHIBIT 3.5 EXHIBIT 3.5 ARTICLES OF INCORPORATION OF AMTECH AUTOMATED MANUFACTURING TECHNOLOGY WE, THE UNDERSIGNED natural persons of the age of twenty-one years or more, acting as incorporators of a corporation under the Utah Business Corporation Act, adopt the following Articles of Incorporation for such corporation: ARTICLE I - NAME The name of this Corporation is: AMTECH AUTOMATED MANUFACTURING TECHNOLOGY ARTICLE II - DURATION The duration of this corporation is "perpetual". ARTICLE III - CORPORATE PURPOSES The purpose for which this corporation is organized is to solve customers automation needs by concepting, designing, and building special automated machines, and control systems for the purpose of improving manufacturing production; and to undertake and engage in all matters related or ancillary thereto, and to undertake and engage in all lawful transactions which a corporation organized under the laws of the State of Utah might do or engage in, even though not expressly stated herein. ARTICLE IV - NUMBER OF SHARES The aggregate number of shares which this corporation shall have authority to issue is FIFTY THOUSAND (50,000) shares of no par value stock. All stock of the corporation shall be of the same class, common, and shall have the same rights and preferences. Fully-paid stock of this corporation shall not be liable to any further call or assessment. ARTICLE V - AMENDMENT These Articles of Incorporation may be amended by the affirmative vote of a majority of the shares entitled to vote on each such amendment. ARTICLE VI - SHAREHOLDER RIGHTS The authorized and treasury stock of this corporation may be issued at such time, upon such terms and conditions and for such consideration as the Board of Directors shall determine. Shareholders shall not have pre-emptive rights to acquire unissued shares of the stock of this corporation. ARTICLE VII - CAPITALIZATION This corporation will not commence business until consideration of a value of at least ONE THOUSAND DOLLARS ($1,000) has been received for the issuance of shares. ARTICLE VIII - INTERNAL AFFAIRS The Directors shall adopt bylaws which are not inconsistent with these Articles for the regulation and management of the affairs of the corporation. These bylaws may be amended from time to time or repealed pursuant to law. ARTICLE IX - REGISTERED OFFICE AND AGENT The address of this corporation's initial registered office and the name of its original registered agent at such address is: 2512 West 12420 South /s/ DENNIS E. RICH Riverton, Utah 84065 --------------------------------- Dennis E. Rich, Reg. Agent ARTICLE X - DIRECTORS The Board of Directors shall consist of not less than three (3) nor more than nine (9) members as the Board of Directors may itself from time to time determine. The names and addresses of persons who are to serve as Directors until the first annual meeting of stockholders, or until their successors are elected and qualify, are: Dennis E. Rich Kristin Rich Todd D. Rich 2512 W. 12420 S. 2512 W. 12420 S. 320 S. 8th E. Riverton, UT 84065 Riverton, UT 84065 SLC, UT 84102 ARTICLE XI - INCORPORATORS The name and address of each incorporator is: Dennis E. Rich Kathryn H. Rich Todd D. Rich -2- 2512 W. 12420 S. 2512 W. 12420 S. 320 S. 8th E. Riverton, UT 84065 Riverton, UT 84065 SLC, UT 84102 ARTICLE XII - INDEMNIFICATION The corporation shall indemnify any and all persons who may serve at any time as a Director or Officer of the Corporation, and their heirs, administrators, successors, and assigns against any and all expenses, including amounts paid upon judgments, counsel fees, and amounts paid in settlement before or after suit is commenced, actually and necessarily incurred by such persons in connection with the defense or settlement of any claim, action, suit or proceeding, in which they, or any of them are made parties, or which may be asserted against them or any of them by reasons of being, or having been, Directors or Officers of the Corporation, except in relation to such matters in which such Director or Officer shall be adjudged to be liable for his own negligence or misconduct in the performance of his duty. Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under any law, bylaw, agreement, vote of shareholders, or otherwise. DATED this 28th day of March, 1989. /s/ DENNIS E. RICH ------------------------------ Incorporator /s/ KATHRYN H. RICH ------------------------------ Incorporator /s/ TODD D. RICH ------------------------------ Incorporator STATE OF UTAH ) : ss. COUNTY OF SALT LAKE ) I, John F. Dearden, a Notary Public, hereby certify that on the 28th day of March, 1989, Dennis E. Rich, Kathryn H. Rich and Todd D. Rich, personally appeared before me, who, being by me first duly sworn, severally declared that they are the persons who signed the foregoing document as incorporators and that the statements therein contained are true. DATED this 28th day of March, 1989. /s/ JOHN F. DEARDEN ------------------------------ NOTARY PUBLIC My Commission Expires: Residing in Salt Lake Co., Utah May 17, 1991 -3- Personally appeared Todd D. Rich. Subscribed and sworn to sworn to before me this 28th day of March 1989 /s/ JANNY P. HERRON ------------------------------ NOTARY PUBLIC My Commission Expires: Residing in Riverdale, Utah 10-20-92 ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF AMTECH AUTOMATED MANUFACTURING TECHNOLOGY, INC. The undersigned, Dennis E. Rich and Kristin R. Wilson, being President and Secretary of AMTECH AUTOMATED MANUFACTURING TECHNOLOGY, INC., a Utah corporation, (the "Corporation") hereby certify and declare as follows: FIRST: The name of the corporation is AMTECH AUTOMATED MANUFACTURING TECHNOLOGY, INC. SECOND: Article IV of the Articles of Incorporation is hereby amended by increasing the aggregate number of shares which the Corporation has authority to issue from Fifty Thousand (50,000) shares to Five Hundred Thousand (500,000) shares. As amended, said Article IV shall read as follows: The aggregate number of shares which this corporation shall have authority to issue is Five Hundred Thousand (500,000) shares of no par value stock. All stock of the corporation shall be of the same class, common, and shall have the same rights and preferences. Fully-paid stock of the corporation shall not be liable to any further call or assessment. THIRD: The amendment was adopted by the shareholders of the Corporation on the 19th day of December, 1991. FOURTH: There are 25,000 shares of common stock of the Corporation outstanding and entitled to vote, and said common stock is the only authorized class of stock of said Corporation. FIFTH: All of said shares of stock outstanding and entitled to vote were voted unanimously for said amendment. SIXTH: The amendment does not provide for an exchange, reclassification or cancellation of issued shares. SEVENTH: The amendment does not effect a change in the amount of stated capital. DATED this 19th day of December, 1991. AMTECH AUTOMATED MANUFACTURING TECHNOLOGY, INC. By /s/ DAN E. RICH ------------------------------------- Its President By /s/ KRISTIN R. WILSON ------------------------------------- Its Secretary STATE OF UTAH ) : ss. COUNTY OF SALT LAKE ) On the 23rd day of Dec, 1991, personally appeared before me Dennis E. Rich, who being by me duly sworn, did say that he is the President of AMTECH AUTOMATED MANUFACTURING TECHNOLOGY, INC., and that the foregoing instrument was signed on behalf of said corporation by authority of a resolution of its Board of Directors, that the statements contained therein are true and correct, and said Dennis E. Rich acknowledged to me that said corporation executed the same. /s/ KRISTIN BARTH ------------------------------------- NOTARY PUBLIC Residing at: Salt Lake My Commission Expires: December 20, 1995 -2- EX-3.6 6 v92967a1exv3w6.txt EXHIBIT 3.6 EXHIBIT 3.6 BYLAWS OF AMTECH AUTOMATED MANUFACTURING TECHNOLOGY . . . AMTECH AUTOMATED MANUFACTURING TECHNOLOGY APRIL 3, 1989 BYLAWS AMENDMENTS
DATE OF AMENDMENT SECTION EFFECT OF AMENDMENT 7/1/99 Article III, Section 2 The Board shall be composed of not less than one Shareholder Action nor more than five Directors, the specific number to be set by resolution of the Board or the shareholders.
BYLAWS OF AMTECH AUTOMATED MANUFACTURING TECHNOLOGY ARTICLE I. OFFICES The principal office of the Corporation in the State of Utah shall be located in Salt Lake City, Utah. The Corporation may have such other offices, either within or without the State of Utah, as the Board of Directors may designate or as the business of the Corporation may require from time to time. ARTICLE II. SHAREHOLDERS Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on Tuesday of the first week in the month of November in each year, beginning with the year 1989, at the hour of Five o'clock, p.m., or at such other time on such other day within such month as shall be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or by the Board of Directors, and shall be called by the president at the request of the holders of not less than one-tenth (1/10) of all outstanding shares of the Corporation entitled to vote at the meeting. Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Utah, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. Section 5. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period, not less than ten (10) days, but not to exceed, in any case, fifty (50) days. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty (50) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. Section 6. Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof. Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney in fact. Section 9. Voting of Shares. Each outstanding share entitled to vote shall be entitled to one (1) vote upon each matter submitted to a vote at a meeting of shareholders. Section 10. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. ARTICLE III. BOARD OF DIRECTORS Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors. -2- Section 2. Number, Tenure and Qualifications. The initial number of directors of the Corporation shall be three. The directors shall hold office until the next annual meeting of shareholders and until their successors shall have been elected and qualified. Directors need not be residents of the State of Utah or shareholders of the Corporation. Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Utah, for the holding of additional regular meetings without other notice than such resolution. Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the Board of Directors may the place for holding any special meeting of the Board of Directors called by them, provided that all members of the board must consent to the location of any meeting held outside of the State of Utah. Section 5. Notice. Notice of any special meeting shall be given at least two (2) days previously thereto by written notice delivered personally or mailed to each director at his business address. If mailed, such notice shall be deemed to be delivered 24 hours after being deposited in the United States mail, so addressed, with postage thereon prepaid. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Section 7. Manner of Acting. The act of a majority present at a meeting shall be the act of the Board of Directors, provided a quorum is present. Members of the Board of Directors may participate in any meeting of the Board of Directors by means of conference telephone or other similar communications equipment by which all persons participating in the meeting can hear each other, and participation in a meeting under such circumstances shall constitute presence in person at the meeting. -3- Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors. Section 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders. Section 10. Compensation. By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. ARTICLE IV. OFFICERS Section 1. Number. The Officers of the Corporation shall be a President, Secretary, and a Treasurer, and may include one or more Vice-Presidents, each of whom shall be elected by a majority of the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of President and Secretary. Section 2. Election and Term of Office. The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Section 3. Removal. Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person -4- so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. Section 5. President. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors. He may sign, either alone or with the secretary or any other proper officer of the Corporation authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time. Section 6. Vice-President. In the absence of the president or in the event of his death, inability or refusal to act, the vice-president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. A vice-president may sign, with the secretary, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned by the president or by the Board of Directors. Section 7. Secretary. The secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly give in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder; (e) sign with the president, or the vice-president, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the Board of Directors. Section 8. Treasurer. The treasurer shall: (a) have charge and custody of and be responsible for all funds and -5- securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these Bylaws; and (c) in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the Board of Directors. Section 9. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation. ARTICLE V. CERTIFICATES FOR SHARE AND THEIR TRANSFER Section 1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificate shall be signed by the president or vice-president and by the secretary and sealed with the corporate seal or a facsimile thereof if such seal has been adopted by the Board of Directors. Section 2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes. ARTICLE VI. FISCAL YEAR The fiscal year of the corporation shall begin on of the 1st day of November of each year. ARTICLE VII. DIVIDENDS The Board of Directors may, from time to time, declare and the Corporation may pay dividends on its outstanding shares in the manner, and upon the terms and conditions provided by law and its Articles of Incorporation. ARTICLE VIII. CORPORATE SEAL The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon -6- the name of the Corporation and the state of incorporation and the words, "Corporate Seal". ARTICLE IX. WAIVER OF NOTICE Whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws or under the provisions of the Utah Business Corporation Act, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE X. AMENDMENTS These bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors or by the shareholders at any regular or special meeting. ARTICLE XI. INDEMNIFICATION To the full extent permitted by law, the Corporation shall indemnify any director or officer or former director or officer of the Corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares or of which it is a creditor, against expenses actually and reasonably incurred by him, in connection with the defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty; and to make such other indemnification as shall be authorized by the shareholders of the Corporation. -7- EX-3.7 7 v92967a1exv3w7.txt EXHIBIT 3.7 EXHIBIT 3.7 CERTIFICATE OF INCORPORATION OF ESTERLINE ANGUS INSTRUMENT CORPORATION CERTIFICATE OF INCORPORATION OF ESTERLINE ANGUS INSTRUMENT CORPORATION THE UNDERSIGNED, for the purpose of forming a Corporation under and pursuant to the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as follows: FIRST: The name of the corporation (herein Called the "Corporation") is ESTERLINE ANGUS INSTRUMENT CORPORATION. SECOND: The registered office of the Corporation in the State of Delaware is to be located at No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name and address of its registered agent is The Corporation Trust Company and the address of said agent is No. 100 West Tenth Street, Wilmington, Delaware. THIRD: The nature of the business, or objects or purposes to be transacted, promoted or carried on by the Corporation shall be as follows: 1. To design, construct, manufacture, process, sell, buy, exchange, contract for, lease and in every manner deal with and in graphic recording instruments and systems, data acquisition and control systems, transducers, sensors and gages and mechanical timing devices and systems of every kind and description. 2. To acquire, purchase, own, hold, operate, develop, lease, mortgage, pledge, exchange, sell, transfer or otherwise invest, trade or deal in, in any manner permitted by law, real and personal property of every kind and description or any interest therein. 3. To acquire all or any part of the securities, good will, rights, property or assets of all kinds and to undertake or assume the whole or any part of the obligations or liabilities of any corporation, associations, partnership, syndicate, entity, person, or governmental, municipal or public authority, domestic or foreign, located in or organized under the laws of any authority in any part of the world, and to pay for the same in cash, stocks, bonds, debentures or other securities of this or any other corporation, or otherwise in any manner permitted by law; and to conduct in any lawful manner the whole or any part of any business so acquired. 4. To engage in any mercantile, manufacturing or trading business of any kind or character whatsoever throughout the world, and to do all things incidental to any such business, and to design, construct, manufacture, process, buy, sell, exchange, contract for, lease and in every manner deal in machinery, equipment, devices, accessories, controls, instruments, hardware, tools, implements, appliances and products of all kinds relating to the communications, electronics, transportation, utilities, metals and every other type of related industry, and to agriculture and agricultural activities of every kind and description. 5. To explore for, develop, process, deal in, and conduct any kind of operations with respect to petroleum, natural gas, and all kinds of natural resources; to buy, sell, mortgage, exchange, lease, acquire and deal in oil and natural gas properties and in any and all kinds of properties, royalties, interests, rights, claims, leases, locations, or concessions relating to petroleum, natural gas or other natural resources, and to conduct all business appertaining thereto. -2- 6. To export from and import into the United States of America and its territories and possessions, and any and all foreign countries, as principal or agent, merchandise of every kind and nature, and to purchase, sell, and deal in and with merchandise of every kind and nature for exportation from and importation into the United Stated to and from all countries foreign thereto; and for exportation from and importation into any foreign country, to and from any other country foreign thereto, and to purchase and sell domestic merchandise in domestic markets and foreign merchandise in foreign markets and to do a general foreign and domestic exporting and importing business. 7. To act as agent or representative for individuals, partnerships or corporations and as such to develop and extend their business and to aid in lawful enterprise. 8. To borrow or raise moneys for any of the purposes of the Corporation and from time to time, without limit as to amount, to draw, make, accept, endorse, guarantee, execute and issue promissory, notes, drafts, bills, of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment thereof and of the interest thereon by mortgage on, or pledge, conveyance or assignment in trust of, the whole or any part of the assets of the Corporation, real, personal or mixed, including contract rights, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such securities or other obligation of the Corporation for its corporate purposes. 9. To lend money, either without any collateral security or on the security of real or personal property, and to enter into, make, perform and carry out, or cancel and rescind contracts of every kind and for any lawful purpose with any person, firm, association, corporation, syndicate or governmental, municipal or public authority, domestic or foreign, or other. -3- 10. To apply for, obtain, register, purchase, lease, or otherwise acquire, and to hold, use, pledge, lease, sell, assign, or otherwise dispose of, formulae, secret processes, distinctive marks, improvements, processes, trademarks, trade names, copyrights, patents, licenses, concessions, and the like, whether used in connection with or secured under Letters Patent of or issued by any country or authority; and to issue, exercise, develop and grant licenses in respect thereof or otherwise turn the same to account. 11. To make any guaranty respecting securities, indebtedness, dividends, interest, contracts or other obligations so far as the same may be permitted to be done by a corporation organized under the law of the State of Delaware. 12. To purchase or otherwise acquire, hold, sell, pledge, transfer or otherwise dispose of, and to reissue or cancel the shares of, its own capital stock or any securities or other obligations of the Corporation in the manner and to the extent now or hereafter permitted by the laws of the State of Delaware. 13. To enter into any lawful arrangements for sharing profits, union of interest, reciprocal concession or cooperation with any corporation, associations, partnership, syndicate, entity, person or governmental, municipal or public authority, domestic or foreign, located in or organized under the laws of any authority in any part of the world, in the carrying on of any business which the Corporation is authorized to carry on, or any business or transaction deemed necessary, convenient or incidental to carry out any of the purposes of the Corporation. 14. To subscribe for, receive, purchase, or otherwise acquire, underwrite, obtain an interest in, own, hold, pledge, hypothecate, mortgage, assign, deposit, create trusts with respect to, deal in, exchange, sell, and otherwise dispose of, alone or in syndicate or otherwise in conjunction with others, -4- and generally deal in and with all or any of the following (hereinafter sometimes referred to collectively as "securities" or individually as a "security"), namely: all kinds of shares, stocks, voting trust certificates, trust certificates, bonds, mortgages, debentures, trust receipts, notes and other securities, obligations, contracts, certificates of interest, choses in action and evidences of indebtedness generally of any corporation, association, partnership, syndicate entity, person, or governmental, municipal or public authority, domestic or foreign, and evidences of any interest therein or in respect thereto; to acquire or become interested in any such securities by original subscription, underwriting, participation in syndicates or otherwise and irrespective of whether or not such securities are fully paid or subject to further payments or assessments; to issue in exchange therefor its own securities; and while the owner or holder of any such securities, to exercise all the rights, powers and privileges of ownership or interest in respect thereof, including the right to vote thereon and otherwise act with respect thereto; and to promote, manage, participate in and act as agent for any underwriting, purchasing or selling syndicate or group and otherwise to take part in and assist in any legal manner, by guaranty or otherwise, the purchase, sale or distribution of any such securities. 15. To promote, cause to be organized, finance and aid by loan, subsidy, guaranty or otherwise, any corporation, association, partnership, syndicate, entity, person or governmental, municipal or public authority, domestic or foreign, located in or organized under the laws of any authority in any part of the world, any security of which is held directly or indirectly by or for the Corporation, or in the business, financing or welfare of which the Corporation shall have any interest; and in connection therewith to guarantee or become surety for the performance of any undertaking or obligation of any of the foregoing, and to guarantee endorsement or otherwise the payment of the principal of, or interest or dividends on, any such security, and generally to do any acts or things designed to protect, preserve, improve or enhance the value of any such security. -5- 16. To do everything necessary, proper, advisable or convenient for the accomplishment of any of the purposes or for the attainment of any of the objects or the furtherance of any of the powers herein set forth and to do every other act and thing incidental thereto or connected therewith, provided the same be not forbidden by the laws of the State of Delaware. 17. In general, to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware; and to do any and all of the acts and things herein set forth to the same extent as natural persons could do, and in any part of the world, as principal, factor, agent, contractor, trustee or otherwise in conjunction with any person, entity, syndicate, partnership, association or corporation, governmental, municipal or public authority, domestic or foreign; to establish and maintain offices and agencies and to exercise all or any of its corporate powers and rights throughout the world. The foregoing clauses of this Article THIRD shall be construed as powers as well as objects and purposes. The matters expressed in each clause shall, unless herein otherwise expressly provided, be in no wise limited by reference to or inference from the terms of any other clause, but shall be regarded as independent objects, purposes and powers; and the enumeration of specific objects, purposes and powers shall not be construed to limit or restrict in any manner the meaning of general terms or the general powers of the Corporation; nor shall the expression of one -6- thing be deemed to exclude another not expressed, although it be of like nature; provided, however, that nothing herein contained shall be construed as authorizing the Corporation to carry on the business of constructing, maintaining, or operating public utilities in the State of Delaware or elsewhere; and provided further, however, that the Corporation shall not carry on any business or exercise any powers in any state, territory or country which, under the laws thereof, the Corporation may not lawfully carry on or exercise. FOURTH: The total number of shares of stock that the Corporation shall have authority to issue is One Thousand (1,000) shares of Common Stock, of the par value of One Dollar ($1.00) per share. FIFTH: The name and mailing address of the incorporator is John FitzSimmons, 277 Park Avenue, New York, New York 10017. SIXTH: (a) Subject to the provisions of the General Corporation Law of the State of Delaware, the number of directors of the Corporation shall be determined as provided by the By-laws. (b) The election of directors need not be by ballot. -7- SEVENTH: All corporate powers of the Corporation shall be exercised by the Board of Directors. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized and empowers; 1. To make, alter or repeal the By-laws of the Corporation, except as may be otherwise provided with respect to one or more of the By-laws by resolution of the stockholders in making, altering, amending or repealing such By-law or By-laws. 2. By a suitable By-law or by a resolution passed by a majority of the whole membership of the Board, to designate two or more of their number to constitute a committee or committees, with such name or names as may be determined from time to time by resolution of the Board of Directors, which committee or committees, to the extent provided in such resolution or resolutions or in the By-laws of the Corporation, shall have and may exercise the powers of the Board of Directors in the management of the Business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. 3. To determine whether any and, if any, what part of the net profits of the Corporation or of its surplus or of its net assets in excess of its capital shall be declared in dividends and paid to the stockholders, and to direct and determine the use and disposition of any such net profits or of any such surplus or of any such net assets in excess of capital. 4. To determine, from time to time, to the extent now or hereafter permitted by the laws of the State of Delaware, whether and to what extent, and at what times and places and under what conditions and regulations, the accounts and books of the Corporation or any of them shall be open to the inspection of the stockholders, and no stockholder shall have any right to inspect any account, book or document of the Corporation, except as conferred by the laws of the State of Delaware, unless otherwise authorized by resolution of the Board of Directors of the Corporation. -8- 5. From time to time, to the extent now or hereafter permitted by the laws of the State of Delaware, to sell, lease, exchange, or otherwise dispose of any part of the property and assets of this Corporation which the Board of Directors deems it expedient and for the best interests of the Corporation to dispose of, or disadvantageous to continue to own, without assent of the stockholders by vote or otherwise; and, pursuant to the written consent of the holders of a majority of the shares of stock issued and outstanding having voting power, or pursuant to the affirmative vote of the holders of a majority of stock issued and outstanding having voting powers, given at a stockholders' meeting duly called for that purpose, the Board of Directors shall have power and authority pursuant to action taken at any meeting of the Board of Directors (whether a regular or special meeting and whether or not notice of such purpose shall have been given prior to such meeting), to sell, lease or exchange all of the property and assets of the Corporation, including, if the Board of Directors shall so desire, its good will and its corporate franchises, for such consideration and upon such terms and conditions as the Board of Directors deem expedient and for the best interests of the Corporation. 6. To remove at any time, for cause or without cause, any officer or employee of the Corporation, or to confer such power on any committee or officer, provided, however, that any officer elected or appointed by the Board of Directors may be removed only by the affirmative vote of a majority of the Board of Directors then in office. 7. Without the assent or vote of the stockholders, to authorize and issue obligations of the Corporation, secured or unsecured, to include therein such provisions as to redeemability, convertibility or otherwise, as the Board of Directors may determine, and to authorize the mortgaging or pledging, as security therefor, of any property of the Corporation, real or personal, including after-acquired property. -9- 8. To set apart out of any funds of the Corporation available for dividends a reserve or reserves for any proper purposes and to abolish any such reserve or reserves, to make such other provisions, if any, as are deemed necessary or advisable for working capital, for additions, improvements and betterments to plant and equipment, for expansion of the Corporation's business (including the acquisition of real and personal property for that purpose) and for any other purposes of the Corporation, and from time to time to authorize the use of the surplus of the Corporation for the purpose of acquiring any of the capital stock of the Corporation. 9. From time to time, to offer for subscription, or otherwise to issue or sell, or to grant options for the subscription to or purchase of, any or all of the authorized stock of the Corporation not then issued or which may have been issued and reacquired as treasury stock by the Corporation, and any or all of any increased stock of any class that may hereafter be authorized, for such consideration (including the cancellation of accrued and unpaid dividends on outstanding preferred stock of the Corporation) as the Board of Directors may determine, without the assent or vote of the stockholders and at the time of such issue and sale, or at the time of granting of such options, to specify in dollars the part of the consideration received on such issue and sale which shall be capital, and which shall be surplus, respectively; provided, however, that as to any shares having a par value the amount of the part of such consideration so determined to be capital need be only equal to the aggregate par value of such shares. 10. Subject to the provisions of the statutes of the State of Delaware, to exercise any and all other powers, in addition to the powers expressly conferred by law and by this Certificate of Incorporation, which may be conferred upon it by the Corporation through appropriate By-law provisions. -10- EIGHTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said -11- application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation. NINTH: The Corporation shall have the power to indemnify any director, officer, employee or agent of the Corporation or any person who serves or has served at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the extent permitted by the General Corporation Law of the State of Delaware. TENTH: Both the stockholders and the directors shall have the power to hold their meetings, if the By-laws so provide, and keep the books, documents, and papers of the Corporation, outside of the State of Delaware, and to have one or more offices within or without the State of Delaware, at such places as may be from time to time designated by the By-laws or by resolution of the stockholders or the directors, except as otherwise required by the laws of the State of Delaware. ELEVENTH: If so determined by the Board of Directors, the Corporation may from time to time receive money or other property as a contribution to surplus, which contribution may consist of an undivided part of money or other -12- property. Against any surplus there may be charged from time to time any losses incurred by the corporation or any items or debt or bond or stock discount and expense. Such surplus may also be reduced from time to time by dividends or by transfer to capital or to some other appropriate account, and the amount of capital may be increased from time to time by the capitalization of surplus or net profits without the issuance of additional shares. TWELFTH: The Corporation reserves the right to create any preferred or special stocks or to amend, alter change or repeal any provisions in this Certificate of Incorporation in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights and interests of the stockholders of the Corporation are granted subject to these reservations. THE UNDERSIGNED, being the incorporator hereinbefore named for the purpose of forming a corporation in pursuance of the General Corporation Law of the State of Delaware, does make this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly has hereunto set his hand, this 18th day of September 1974. /s/ JOHN H. FITZSIMONS --------------------------------- John FitzSimons -13- STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) BE IT REMEMBERED, that on this 18th day of September, 1974, personally came before me, a Notary Public for the State of New York, John FitzSimons, the party to the foregoing Certificate of Incorporation, known to me personally to be such, who acknowledged the said Certifi- cate to be the act and deed of the signer and that the facts therein stated to be truly set forth. GIVEN under my hand and seal of office the day and year aforesaid. /s/ MARY A. TARANTINO --------------------------------- Notary Public -14- CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND OF REGISTERED AGENT It is hereby certified that: 1. The name of the corporation (hereinafter called the "corporation") is ESTERLINE ANGUS INSTRUMENT CORPORATION 2. The registered office of the corporation within the State of Delaware is hereby changed to 229 South State Street, City of Dover 19901, County of Kent. 3. The registered agent of the corporation within the State of Delaware is hereby changed to The Prentice-Hall Corporation System, Inc., the business office of which is identical with the registered office of the corporation as hereby changed. 4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors. Signed on December 9, 1983. /s/ JOHN H. MACDONALD --------------------------------------- John H. MacDonald, Vice - President Attest: /s/ ROBERT D. FARLEY - --------------------------------- Robert D. Farley, Secretary DEL.-C.A.-D CERTIFICATE OF CHANGE OF REGISTERED AGENT AND REGISTERED OFFICE * * * * * Esterline Angus Instrument Corporation, a corporation and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: The present registered agent of the corporation is The Prentice-Hall Corporation System, Inc. and the present registered office of the corporation is in the county of Kent, Delaware. The Board of Directors of Esterline Angus Instrument Corporation adopted the following resolution on the 13th day of September, 1988. Resolved, that the registered office of Esterline Angus Instrument Corporation in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office. IN WITNESS WHEREOF, Esterline Angus Instrument Corporation has caused this statement to be signed by Donald E. Allen , its xxxxxxx President and attested by R. W. Stevenson, its xxxxxxxxx Secretary this 11 day of November, 1988. By /s/ D. E. ALLEN ---------------------------- Donald E. Allen, President ATTEST: By /s/ R. W. STEVENSON ------------------- STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 10:00 AM 04/25/1991 731115012 - 805534 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF ESTERLINE ANGUS INSTRUMENT CORPORATION Pursuant to Section 103 of the General Corporation Law of Delaware, ESTERLINE ANGUS INSTRUMENT CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the sole Stockholder of ESTERLINE ANGUS INSTRUMENT CORPORATION duly adopted the following resolution on the 6th day of March, 1991, effecting an amendment to the Certificate of Incorporation: RESOLVED, that ARTICLE FIRST of the Company's Certificate of Incorporation is amended in its entirety to read: FIRST: The name of the corporation (the "Corporation") is ANTEC INSTRUMENT CO. SECOND: Said resolution was duly adopted in accordance with the provisions of Section 242(b) of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said ESTERLINE ANGUS INSTRUMENT CORPORATION has caused this Certificate of Amendment to be signed by the President and attested to by its Secretary and its corporate seal to be hereunto affixed this 15th day of March, 1991. ESTERLINE ANGUS INSTRUMENT CORPORATION /s/ D. E. ALLEN ------------------------------- Donald E. Allen, President [Corporate Seal] ATTEST: /s/ R. W. STEVENSON - --------------------------------- Robert W. Stevenson, Secretary -2- STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 10:00 AM 08/09/1991 731221012 - 805534 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF ANTEC INSTRUMENT CO. Pursuant to Section 103 of the General Corporation Law of Delaware, ANTEC INSTRUMENT CO., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the sole Stockholder of ANTEC INSTRUMENT CO. duly adopted the following resolution on the 6th day of August, 1991, effecting an amendment to the Certificate of Incorporation: RESOLVED: THAT ARTICLE FIRST of the Certificate of Incorporation of the Corporation be amended to read as follows: FIRST: The name of the corporation (herein called the "Corporation") is ANGUS ELECTRONICS CO. SECOND: Said resolution was duly adopted in accordance with the provisions of Section 242(b) of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said ANTEC INSTRUMENT CO. has caused this Certificate of Amendment to be signed by the President and attested to by its Secretary and its corporate seal to be hereunto affixed this 6th day of August, 1991. ANTEC INSTRUMENT CO. /s/ D. E. ALLEN -------------------------------- Donald E. Allen, President [Corporate Seal] ATTEST: /s/ R. W. STEVENSON - ----------------------------------- Robert W. Stevenson, Secretary -2- EX-3.8 8 v92967a1exv3w8.txt EXHIBIT 3.8 EXHIBIT 3.8 BY-LAWS of ANGUS ELECTRONICS CO. ARTICLE I Offices Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware, and the name of the registered agent in charge thereof is The Corporation Trust Company, 100 West Tenth Street, Wilmington, New Castle County, Delaware. Section 2. Other Offices. The Corporation may also have offices at such other places as the Board of Directors may determine from time to time, or the business of the Corporation may require. ARTICLE II Stockholders' Meetings Section 1. Place of Meetings. All meetings of stockholders for the election of directors shall be held in the City of New York, State of New York, at such place therein as the Board of Directors may designate, or at such other place, city and state as the Board of Directors may determine. All other meetings of the stockholders shall be held at such place or places within or without the State of Illinois as may from time to time be fixed by the Board of Directors and specified in the respective notices or waivers of notice of such meetings. Section 2. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly be brought before such meeting shall be held on the last Wednesday of February in each year or, if that day shall be a legal holiday, on the next succeeding business day not a legal holiday, at such hour as may be specified in the notice of such meeting. If the election of such directors shall not be held on the day designated herein for any such annual meeting, or, if held, shall result in a failure to elect such directors, the directors shall cause such meeting to be held as soon thereafter as convenient. Section 3. Special Meetings. Special Meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be held upon call of the President or any Vice-President or the Secretary, or the majority of the Board of Directors, and shall be called at any time by the President or any Vice-President or the Secretary upon the request of stockholders holding at least one-fourth of -2- the outstanding capital stock entitled to vote at such meeting. Section 4. Notice. Notice of the time and place of any meeting of stockholders shall be given by personally delivering or mailing written notice thereof not less than ten (10) nor than fifty (50) days before such meeting, but meetings may be held without notice if all stockholders are present thereat, or if notice is waived by those not present. Notice of special meetings shall state the object or purposes thereof. Section 5. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite to, and shall constitute, a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute, by the Certificate of Incorporation or by these By-laws. If, however, a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At any such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might -3- have been transacted at the meeting as originally noticed; provided, however, that if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of such adjourned meeting shall be given in accordance with Article II, Section 4 of these By-laws. Section 6. Organization. At each meeting of the stockholders, the Chairman of the Board of Directors, or in his absence the President of the Corporation, shall act as Chairman of the meeting and preside thereat, and the Secretary or, in his absence, an Assistant Secretary or such other person whom the Chairman of the meeting shall appoint for such purposes, shall act as Secretary of such meeting and record the minutes thereof. Section 7. Voting. At any meeting of the stockholders every stockholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such stockholder. Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the Corporation. At all meetings of the stockholders the voting may be viva voce. Section 8. Judges of Election. In the case of any vote by ballot, the directors, or in the case of their failure to do so, the meeting, shall appoint two or more persons to act as judges. The judges so appointed shall, before -4- entering upon the discharge of their duties, be sworn faithfully to execute the duties as such judges with strict impartiality and according to the best of their ability, and the oath so taken shall be subscribed by them. Section 9. Consent of Stockholders. To the extent permitted by law, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provision of law or of the Certificate of Incorporation or of these By-laws, the meeting and vote of stockholders may be dispensed with, if all of the stockholders who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken. ARTICLE III Directors Section 1. Powers. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws, the property, business and affairs of the Corporation shall be managed by the Board of Directors. Section 2. Number and Tenure. The Board of Directors shall be not less than three (3) nor more than nine (9) in number, as may be fixed from time to time by the Board of Directors, and the Board of Directors may increase or decrease the number of Directors at any time within said -5- limits, except as otherwise provided by the Certificate of Incorporation of the Corporation. Each director shall hold office until the next annual election and until his successor shall have been duly elected and shall have qualified, or until his prior death, resignation or removal. Directors need not be stockholders. The original Board of Directors shall consist of three (3) members. Section 3. Election of Directors. Except as otherwise provided by law or by the Certificate of Incorporation, at each meeting of stockholders for the election of directors at which a quorum shall be present, the persons receiving a plurality of the votes cast shall be elected directors. Section 4. Regular Meetings. The Board of Directors shall meet for the election of officers and for the transaction of any other business as soon as practicable after the annual meeting of stockholders, at such place as shall have been previously fixed for that purpose by resolution of the Board. Other regular meetings of the Board may be held at such times and places as the Board may from time to time determine. No notice of any such annual or regular meeting of the Board need be given. Section 5. Special Meetings. Special Meetings of the Board of Directors shall be held whenever called by the President, the Secretary or any two directors. Notice -6- of the time and place of any such special meeting of the Board of Directors shall be served personally upon each director or mailed, telegraphed, or cabled to his address appearing upon the books of the Corporation at least two (2) days before the meeting. Notice of such special meetings need not be given to any director who is present thereat or who shall waive notice thereof in writing. Section 6. Action by Consent. Except as otherwise restricted by the Certificate of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if prior to such action a written consent thereto is signed by all the members of the Board or of such committee and such written consent is filed with the minutes of proceedings of the Board of Directors or of such committee. Section 7. Place of Meetings. Meetings of the Board of Directors may be held at such place or places within or without the State of Delaware as may be fixed by the Board or designated in the notice or waiver of notice of the meeting. Section 8. Quorum. A majority of the directors, (but in no case less than two directors) shall constitute a quorum for the transaction of business, but if, at any meeting of the Board, there be less than a quorum present, -7- a majority of the directors present may, without further notice, adjourn the same from time to time until a quorum shall attend. A majority of such quorum shall decide any questions that may come before the meeting. Section 9. Resignations. A resignation from the Board of Directors shall be deemed to take effect upon its receipt by the Corporation unless otherwise specified therein. Section 10. Vacancies. Vacancies in the Board of Directors from any cause, and newly created directorships resulting from any increase in the authorized number of directors, shall be filled by a majority of the remaining directors, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors shall be duly elected and qualify, unless sooner displaced; provided, however, that if the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of shares of the capital stock of the Corporation at the time outstanding having the right to vote for directors, an election to fill any such vacancy or vacancies or newly created directorships, or to replace the director or directors chosen by the directors then in office -8- as aforesaid may be held as provided in Section 223 of the General Corporation Law of the State of Delaware. Section 11. Removal. At any meeting of the directors called for the purpose, any director may, by resolution adopted by a majority of the whole Board, be removed from office with or without cause; and at any meeting of the stockholders called for the purpose at which a quorum shall be present, any director may, pursuant to a plurality of the number of votes cast by the stockholders present in person or represented by proxy, be removed from office with or without cause. Section 12. Compensation. Directors, as such, shall not receive any stated compensation for their services; but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting thereof. Nothing in this Section shall be construed to preclude a director from serving the Corporation in any other capacity and receiving a compensation therefor. Section 13. Committees. The Board of Directors, from time to time, by resolution adopted by a majority of the whole Board, may create such committee or committees of directors, consisting of two or more directors, for the purpose of advising with the Board in all such matters as the Board shall deem advisable and with such functions, -9- powers and duties as the Board shall prescribe. A majority of all the members of any such committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Each such committee shall serve at the pleasure of the Board, which shall have power at any time to change the members thereof to fill vacancies therein, and to discharge any such committee, with or without cause. ARTICLE IV Officers Section 1. Officers. The officers of the Corporation shall be chosen by the directors and shall be a Chairman of the Board, a President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors may also choose one or more Assistant Secretaries and Assistant Treasurers and such other subordinate officers as it deems advisable. Section 2. Election, Term, Vacancies, etc. The officers of the Corporation shall be chosen by the Board of Directors at the first meeting thereof following the annual meeting of the stockholders and shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time with or without cause by the affirmative vote of a majority of the whole Board of Directors; such removal, however, shall be without prejudice to the contract rights -10- of the person so removed. Any officer may resign at any time by giving written notice of his resignation to the Board of Directors or to the President or the Secretary. Such resignation shall take effect at the time specified therein, or if no time is so specified, at the time of receipt thereof. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors, in the manner prescribed by these By-laws for the regular election or appointment to such office. Section 3. Compensation. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors. Section 4. Powers. The officers of the Corporation shall have such powers and duties, except as modified by the Board of Directors, as generally pertain to their respective offices, as well as such powers and duties as from time to time shall be conferred by the Board of Directors. ARTICLE V Stock Section 1. Certificates. The certificates of stock of the Corporation shall be in such form and executed in such manner as may be prescribed by law and by the Board of Directors and shall be numbered and entered in the books of the Corporation as they are issued. They shall contain the -11- holder's name and the number of shares represented thereby and shall be signed by the President or a Vice-President and the Treasurer or an Assistant-Treasurer or the Secretary or an Assistant-Secretary. If such certificate is countersigned (1) by a transfer agent other than the Corporation or its employee, or (2) by a registrar other than the Corporation or its employee, the signatures of the officers of the Corporation may be facsimilies. Section 2. Transfer. Upon surrender to the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issuance, registration and transfer of certificates of stock, and may appoint Transfer Agents or Transfer Clerks and Registrars thereof. -12- Section 3. Lost or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of a certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representatives, to make affidavit of the fact of such loss, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. Section 4. Record Date. The Board of Directors may fix, in advance, a date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any meeting of stockholders or any adjournment thereof, or the date for payment of any dividend, or the date for any allotment of rights, or the date when any change, conversion or exchange of capital stock shall be effected, or the date when stockholders are entitled to express consent to any action -13- or to take any other lawful action, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting or entitled to receive payment of any such dividend or any such allotment of rights or to exercise rights with respect to any such change, conversion or exchange of capital stock, or to express consent or take such other action, and in such case only stockholders of record on the date so fixed shall be entitled to notice of, and to vote at, such meeting or to receive payment of such dividend or allotment of rights, or to exercise such rights or to express consent or take such other action, notwithstanding any transfer on the books of the Corporation after such record date. ARTICLE VI Notices Section 1. Manner of Notice. Whenever under the provisions of the statutes of the State of Delaware or of the Certificate of Incorporation or of these By-laws notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice; but such notice may be given in writing by mail by depositing the same in a post office or letter box in a postpaid, sealed wrapper, addressed to such director or stockholder at such address as appears on the books of the Corporation and such notice shall be deemed to be given at the time when the same shall be thus mailed. -14- Section 2. Waiver. Any notice required to be given under these By-laws may be waived by a writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein. Section 3. When Notice Unlawful. Whenever any notice is required to be given by the Certificate of Incorporation or these By-laws to any person, and communication with such person is then made unlawful by any statute or by any rule, regulation, order or proclamation issued thereunder, the giving of such notice to such person shall not be required, and the Corporation shall be under no duty to apply for a license or permit for the giving of any such notice. ARTICLE VII Depositaries The Board of Directors is authorized to select such depositaries as it shall deem proper for the funds of the Corporation. The Board of Directors shall determine who shall be authorized in the Corporation's behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and other documents. -15- ARTICLE VIII Books, Inspection, Etc. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name, shall be prepared and made available for the inspection of stockholders, for any purpose germane to the meeting, at the place of such meeting, or in such other place within the city where the meeting is to be held as shall be specified in the notice of the meeting, for ten days before any such meeting and shall be produced and kept open at the meeting during the whole time thereof. Unless authorized by resolution of the Board of Directors, no stockholder shall have the right to examine the accounts or books of the Corporation (other than the stock ledger) except as such right may be specifically conferred by the laws of the State of Delaware or by these By-laws. ARTICLE IX Fiscal Year The Fiscal year of the Corporation shall end on the 31st day of December in each year, or otherwise, as the Board of Directors may determine. -16- ARTICLE X Seal The Board of Directors shall provide a suitable seal, having inscribed thereon the name of the Corporation, the year of incorporation and such other appropriate legend as may from time to time be determined by the Board. If deemed advisable by the Board of Directors, a duplicate seal or duplicate seals may be provided and kept for the necessary purposes of the Corporation. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced. ARTICLE XI Amendments These By-laws may be altered, repealed or amended at any regular meeting of the stockholders, or at any special meeting of the stockholders at which a quorum is present or represented, provided that notice of the proposed alteration or repeal be contained in the notice of such special meeting, by the affirmative vote of a majority of the stock entitled to vote at any such special meeting and present or represented thereat, or by the affirmative vote of a majority of the Board of Directors at any regular meeting of the Board, or at any special meeting of the Board, if notice of the proposed alteration or repeal be contained in the notice of such special meeting. -17- EX-3.9 9 v92967a1exv3w9.txt EXHIBIT 3.9 EXHIBIT 3.9 CERTIFICATE OF INCORPORATION OF ARMTEC COUNTERMEASURES CO. The undersigned, as incorporator of a corporation under the General Corporation Law of Delaware, adopts the following Certificate of Incorporation: ARTICLE 1. NAME The name of this corporation is Armtec Countermeasures Co. ARTICLE 2. REGISTERED OFFICE AND AGENT The address of the registered office of this corporation in Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, State of Delaware 19801, and the name of its registered agent at such address is The Corporation Trust Company. ARTICLE 3. PURPOSE The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE 4. SHARES The total authorized stock of this corporation shall consist of 3,000 shares of common stock having a par value of $.001 per share. ARTICLE 5. DIRECTORS The number of Directors of this corporation shall be determined in the manner provided by the Bylaws and may be increased or decreased from time to time in the manner provided therein. ARTICLE 6. ELECTION OF DIRECTORS Written ballots are not required in the election of Directors. ARTICLE 7. BYLAWS The Board of Directors shall have the power to adopt, amend or repeal the Bylaws for this corporation, subject to the power of the stockholders to amend or repeal such Bylaws. The stockholders shall also have the power to adopt, amend or repeal the Bylaws for this corporation. ARTICLE 8. NO PREEMPTIVE RIGHTS Preemptive rights shall not exist with respect to shares of stock or securities convertible into shares of stock of this corporation. ARTICLE 9. NO CUMULATIVE VOTING The right to cumulate votes in the election of Directors shall not exist with respect to shares of stock of this corporation. ARTICLE 10. AMENDMENTS TO CERTIFICATE OF INCORPORATION This corporation reserves the right to amend or repeal any of the provisions contained in this Certificate of Incorporation in any manner now or hereafter permitted by law, and the rights of the stockholders of this corporation are granted subject to this reservation. ARTICLE 11. LIMITATION OF DIRECTOR LIABILITY To the full extent that the Delaware General Corporation Law, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors, a Director of this corporation shall not be liable to this corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director. Any amendment to or repeal of this Article shall not adversely affect any right or protection of a Director of this corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment or repeal. ARTICLE 12. ACTION BY STOCKHOLDERS WITHOUT A MEETING Any action that could be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a written consent setting forth the action taken is signed by all of the stockholders entitled to vote with respect to the subject matter thereof. -2- ARTICLE 13. INCORPORATOR The name and mailing address of the incorporator are as follows: Troy Hickman 1201 Third Avenue, Suite 4800 Seattle WA 98101-3099 /s/ Troy Hickman --------------------------- Troy Hickman, Incorporator -3- EX-3.10 10 v92967a1exv3w10.txt EXHIBIT 3.10 EXHIBIT 3.10 BYLAWS OF ARMTEC COUNTERMEASURES CO. Originally adopted on July 11, 2002. Amendments are listed on p. i AMENDMENTS
Date of Section Effect of Amendment Amendment - ------- ------------------- ---------
BYLAWS -i- CONTENTS SECTION 1. DEFINITIONS................................................................................. 1 SECTION 2. STOCKHOLDERS................................................................................ 1 2.1 Annual Meeting........................................................................ 1 2.2 Special Meetings...................................................................... 1 2.3 Date, Time and Place of Meeting....................................................... 2 2.3.1 Determination of Date, Time and Place of Meeting............................. 2 2.3.2 Meetings Held by Remote Communication........................................ 2 2.4 Notice of Meeting..................................................................... 2 2.4.1 Notice Requirements.......................................................... 2 2.4.2 Notice....................................................................... 3 2.4.3 Notice of Adjourned Meeting.................................................. 3 2.4.4 Notice of Special Meeting Called by Stockholders............................. 3 2.5 Waiver of Notice...................................................................... 4 2.5.1 Waiver in Writing............................................................ 4 2.5.2 Waiver by Attendance......................................................... 4 2.6 Fixing of Record Date for Determining Stockholders.................................... 4 2.6.1 Record Date for Meetings..................................................... 4 2.6.2 Record Date for Consent to Corporate Action Without a Meeting................ 4 2.6.3 Record Date for Dividends, Distributions and Other Rights.................... 5 2.7 Voting List........................................................................... 5 2.8 Quorum................................................................................ 6 2.9 Manner of Acting...................................................................... 6 2.9.1 Matters Other than the Election of Directors................................. 6 2.9.2 Election of Directors........................................................ 6 2.10 Proxies............................................................................... 6 2.10.1 Appointment of Proxies....................................................... 6 2.10.2 Delivery of Proxies to Corporation; Duration................................. 7 2.11 Voting of Shares...................................................................... 7 2.12 Voting for Directors.................................................................. 7 2.13 Action by Stockholders Without a Meeting.............................................. 8 2.13.1 Procedure for Consent Action of Stockholders................................. 8 2.13.2 Delivery of Consent to Corporation........................................... 8 2.13.3 Effectiveness of Consent to Take Corporate Action............................ 9 2.13.4 Use of Reproduced Consents................................................... 9 SECTION 3. BOARD OF DIRECTORS.......................................................................... 9 3.1 General Powers........................................................................ 9 3.2 Number and Tenure..................................................................... 9 3.3 Regular Meetings...................................................................... 10 3.4 Special Meetings...................................................................... 10

BYLAWS -ii- 3.5 Meetings by Communication Equipment................................................... 10 3.6 Notice of Special Meetings............................................................ 10 3.6.1 Oral Notice.................................................................. 10 3.6.2 Notice by Mail............................................................... 10 3.6.3 Personal Notice.............................................................. 10 3.6.4 Notice by Private Carrier.................................................... 11 3.6.5 Facsimile Notice............................................................. 11 3.6.6 Notice by Electronic Transmission............................................ 11 3.7 Waiver of Notice...................................................................... 11 3.7.1 Waiver in Writing or by Electronic Transmission.............................. 11 3.7.2 Waiver by Attendance......................................................... 11 3.8 Quorum................................................................................ 11 3.8.1 Board of Directors........................................................... 11 3.8.1 Committees................................................................... 12 3.9 Manner of Acting...................................................................... 12 3.10 Presumption of Assent................................................................. 12 3.11 Action by Board or Committees Without a Meeting....................................... 12 3.12 Resignation of Directors and Committee Members........................................ 12 3.13 Removal of Directors and Committee Members............................................ 13 3.13.1 Removal of Directors......................................................... 13 3.13.2 Removal of Committee Members................................................. 13 3.14 Vacancies............................................................................. 13 3.15 Committees............................................................................ 13 3.15.1 Creation of Committees....................................................... 13 3.15.2 Authority of Committees...................................................... 13 3.15.3 Minutes of Meetings.......................................................... 14 3.16 Compensation of Directors and Committee Members....................................... 14 SECTION 4. OFFICERS.................................................................................... 14 4.1 Number of Officers.................................................................... 14 4.2 Resignation of Officers............................................................... 14 4.3 Removal of Officers................................................................... 15 4.4 Vacancies............................................................................. 15 4.5 Chairperson of the Board.............................................................. 15 4.6 President............................................................................. 15 4.7 Vice President........................................................................ 15 4.8 Secretary............................................................................. 15 4.9 Treasurer............................................................................. 16 4.10 Salaries.............................................................................. 16 SECTION 5. CERTIFICATES FOR SHARES AND THEIR TRANSFER.................................................. 16 5.1 Issuance of Shares.................................................................... 16 5.2 Certificates for Shares............................................................... 16 5.3 Uncertificated Shares................................................................. 17 5.4 Stock Records......................................................................... 17

BYLAWS -iii- 5.5 Restriction on Transfer............................................................... 17 5.6 Transfer of Shares.................................................................... 18 5.7 Lost or Destroyed Certificates........................................................ 18 SECTION 6. INDEMNIFICATION............................................................................. 18 6.1 Right to Indemnification.............................................................. 18 6.2 Right of Indemnitee to Bring Suit..................................................... 19 6.3 Nonexclusivity of Rights.............................................................. 19 6.4 Insurance, Contracts and Funding...................................................... 20 6.5 Indemnification of Employees and Agents of the Corporation............................ 20 6.6 Persons Serving Other Entities........................................................ 20 SECTION 7. GENERAL MATTERS............................................................................. 20 7.1 Accounting Year....................................................................... 20 7.2 Amendment or Repeal of Bylaws......................................................... 21 7.3 Books and Records..................................................................... 21 7.4 Contracts, Loans, Checks and Deposits................................................. 21 7.4.1 Contracts.................................................................... 21 7.4.2 Loans to the Corporation..................................................... 21 7.4.3 Checks, Drafts, Etc.......................................................... 21 7.4.4 Deposits..................................................................... 21 7.5 Corporate Seal........................................................................ 21

BYLAWS -iv- BYLAWS OF ARMTEC COUNTERMEASURES CO. SECTION 1. DEFINITIONS As used in these Bylaws, the following terms shall have the following meanings: a "Board" shall mean the Board of Directors of the corporation. b "Certificate of Incorporation" shall mean the corporation's Certificate of Incorporation and all amendments as filed with the Delaware Secretary of State. c "Delaware General Corporation Law" shall mean the General Corporation Law of the State of Delaware, as now or hereafter amended. d "Electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. SECTION 2. STOCKHOLDERS 2.1 ANNUAL MEETING The annual meeting of the stockholders shall be held each year within 90 to 180 days after the fiscal year end of the corporation at a date, time and location determined by resolution of the Board for the purpose of electing Directors and transacting such other business as may properly come before the meeting. If the annual meeting is not held on the date designated therefor, the Board shall cause the meeting to be held on such other date as may be convenient. 2.2 SPECIAL MEETINGS The Chairperson of the Board, the President or the Board may call special meetings of the stockholders for any purpose. Holders of not less than one-tenth of all the outstanding shares of the corporation entitled to vote at the meeting may call special meetings of the stockholders for any purpose by giving written notice to the corporation as specified in subsection 2.4.4 of these Bylaws. 2.3 DATE, TIME AND PLACE OF MEETING 2.3.1 DETERMINATION OF DATE, TIME AND PLACE OF MEETING Except as otherwise provided in these Bylaws, all meetings of stockholders, including those held pursuant to demand by stockholders, shall be held on such date and at such time and place designated by or at the direction of the Board. The Board may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication. 2.3.2 MEETINGS HELD BY REMOTE COMMUNICATION If authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication, participate in a meeting of stockholders and be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (ii) the corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation. 2.4 NOTICE OF MEETING 2.4.1 NOTICE REQUIREMENTS Written notice stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given by or at the direction of the Board, the Chairperson of the Board, the President, the Secretary or stockholders calling an annual or special meeting of stockholders as provided for in these Bylaws. Such notice shall be given to each stockholder entitled to vote at the meeting not less than 10 or more than 60 days before the date of the meeting, except that notice of a meeting to act on a plan of merger or consolidation, or on the sale, lease or exchange of all or substantially all of the corporation's property and assets, including its goodwill and corporate franchises, shall be given not less than 20 or more than 60 days before the date of the meeting. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated in such affidavit. BYLAWS -2- 2.4.2 NOTICE (a) NOTICE BY MAIL. If such notice is mailed, it shall be deemed given when deposited in the official government mail properly addressed to the stockholder at such stockholder's address as it appears on the stock records of the corporation with postage prepaid. (b) NOTICE BY ELECTRONIC TRANSMISSION. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of these Bylaws, the Certificate of Incorporation or the Delaware General Corporation Law, shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent and such inability becomes known to the Secretary or an Assistant Secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given pursuant to this section shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of such posting and the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder. 2.4.3 NOTICE OF ADJOURNED MEETING If an annual or special meeting of stockholders is adjourned to a different date, time or place, notice need not be given of the adjourned meeting if the time, place, if any, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment was taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting. 2.4.4 NOTICE OF SPECIAL MEETING CALLED BY STOCKHOLDERS Upon written request of stockholders in accordance with Section 2.2 of these Bylaws, the stockholders may request that the corporation call a special meeting of stockholders. Within 60 days of such a request, it shall be the duty of the Secretary to give notice of a special meeting of stockholders to be held on such date and at such place and hour as the Secretary may fix. BYLAWS -3- 2.5 WAIVER OF NOTICE 2.5.1 WAIVER IN WRITING Whenever any notice is required to be given to any stockholder under the provisions of these Bylaws, the Certificate of Incorporation or the Delaware General Corporation Law, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the date and time of the meeting, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission. 2.5.2 WAIVER BY ATTENDANCE The attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when a stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. 2.6 FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS 2.6.1 RECORD DATE FOR MEETINGS For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment of such meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall be not more than 60 (or the maximum number permitted by applicable law) or less than 10 days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at the meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. 2.6.2 RECORD DATE FOR CONSENT TO CORPORATE ACTION WITHOUT A MEETING (a) RECORD DATE FIXED BY THE BOARD. For the purpose of determining stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than 10 days (or the maximum number of days permitted by applicable law) after the date upon which the resolution fixing the record date is adopted by the Board. BYLAWS -4- (b) RECORD DATE NOT FIXED BY THE BOARD. If no record date has been fixed by the Board and no prior action by the Board is required by Chapter 1 of the Delaware General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required by Chapter 1 of the Delaware General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action. 2.6.3 RECORD DATE FOR DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS For the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days (or the maximum number of days permitted by applicable law) prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. 2.7 VOTING LIST The officer who has charge of the stock ledger of a corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this section shall require the corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting BYLAWS -5- during the whole time of the meeting, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. 2.8 QUORUM A majority of the outstanding shares of the corporation entitled to vote, present in person or represented by proxy at the meeting, shall constitute a quorum at a meeting of the stockholders; provided, that where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy at the meeting, shall constitute a quorum entitled to take action with respect to that vote on that matter. If less than a quorum of the outstanding shares entitled to vote are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice if the new date, time and place is announced at the meeting before adjournment. Any business may be transacted at a reconvened meeting that might have been transacted at the meeting as originally called, provided a quorum is present or represented at such meeting. Once a share is represented for any purpose at a meeting other than solely to object to holding the meeting or transacting business, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment (unless a new record date is or must be set for the adjourned meeting) notwithstanding the withdrawal of enough stockholders to leave less than a quorum. 2.9 MANNER OF ACTING 2.9.1 MATTERS OTHER THAN THE ELECTION OF DIRECTORS If a quorum is present, action on a matter other than the election of Directors shall be approved if the votes cast in favor of the action by the shares entitled to vote and be counted collectively upon such matter exceed the votes cast against such action by the shares entitled to vote and be counted collectively thereon, unless the Certificate of Incorporation or the Delaware General Corporation Law requires a greater number of affirmative votes. 2.9.2 ELECTION OF DIRECTORS Directors shall be elected in the manner set forth in Section 2.12 of these Bylaws. 2.10 PROXIES 2.10.1 APPOINTMENT OF PROXIES Each stockholder entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or BYLAWS -6- persons to act for such stockholder by proxy. Such authorization may be granted in writing or by electronic transmission as set forth below. (a) AUTHORIZATION IN WRITING. A stockholder may execute a writing authorizing another person or persons to act for such stockholder by proxy. Execution may be accomplished by the stockholder or such stockholder's authorized officer, director, employee or agent signing such writing or causing such stockholder's signature to be affixed to such writing by any reasonable means, including facsimile signature. (b) AUTHORIZATION BY ELECTRONIC TRANSMISSION. A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the intended holder of the proxy or to a proxy solicitation firm, proxy support service or similar agent duly authorized by the intended proxy holder to receive such transmission; provided, that any such telegram, cablegram or other electronic transmission must either set forth or be accompanied by information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission by which a stockholder has authorized another person to act as proxy for such stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. 2.10.2 DELIVERY OF PROXIES TO CORPORATION; DURATION A proxy shall be filed with the Secretary before or at the time of the meeting or the delivery to the corporation of the consent to corporate action in writing. A proxy shall become invalid three years after the date of its execution unless otherwise provided in the proxy. A proxy with respect to a specified meeting shall entitle the proxy holder to vote at any reconvened meeting following adjournment of such meeting but shall not be valid after the final adjournment of the meeting. 2.11 VOTING OF SHARES Unless otherwise provided in the Certificate of Incorporation or in Section 2.12, each outstanding share entitled to vote with respect to the subject matter of an issue submitted to a meeting of stockholders shall be entitled to one vote upon each such issue. 2.12 VOTING FOR DIRECTORS Each stockholder entitled to vote at an election of Directors may vote, in person or by proxy, the number of shares owned by such stockholder for as many persons as there are Directors to be elected and for whose election such stockholder has a right to vote, or if the BYLAWS -7- Certificate of Incorporation provides for cumulative voting, each stockholder may cumulate such stockholder's votes by distributing among one or more candidates as many votes as are equal to the number of such Directors multiplied by the number of such stockholder's shares. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of Directors. 2.13 ACTION BY STOCKHOLDERS WITHOUT A MEETING 2.13.1 PROCEDURE FOR CONSENT ACTION OF STOCKHOLDERS (a) GENERAL REQUIREMENTS FOR CONSENTS. Any action that could be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be (a) signed by all stockholders entitled to vote with respect to the subject matter thereof (as determined in accordance with subsection 2.6.2 of these Bylaws), and (b) delivered to the corporation. (b) REQUIREMENTS FOR ELECTRONIC TRANSMISSION. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (ii) the date on which such stockholder or proxy holder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. 2.13.2 DELIVERY OF CONSENT TO CORPORATION (a) GENERAL REQUIREMENTS FOR DELIVERY. An executed consent may be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the records of proceedings of meetings of stockholders. Delivery made to the corporation's registered office shall be by hand or by certified mail or registered mail, return receipt requested. (b) DELIVERY REQUIREMENTS FOR ELECTRONIC TRANSMISSION. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's BYLAWS -8- registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board. 2.13.3 EFFECTIVENESS OF CONSENT TO TAKE CORPORATE ACTION Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to in such consent unless written consents signed by the requisite number of stockholders entitled to vote with respect to the subject matter thereof are delivered to the corporation, in the manner required by this Section, within 60 days (or the maximum number of days permitted by applicable law) of the earliest dated consent delivered to the corporation in the manner required by this Section. Any such consent shall be inserted in the minute book as if it were the minutes of a meeting of the stockholders. 2.13.4 USE OF REPRODUCED CONSENTS Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. SECTION 3. BOARD OF DIRECTORS 3.1 GENERAL POWERS The business and affairs of the corporation shall be managed by or under the direction of the Board. 3.2 NUMBER AND TENURE The Board shall be composed of not less than one or more than five Directors, the specific number to be set by resolution of the Board or the stockholders. The number of Directors may be changed from time to time by amendment to these Bylaws, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Unless a Director resigns or is removed, his or her term of office shall expire at the next annual meeting of stockholders; provided, however, that a Director shall continue to serve until his or her successor is elected or until there is a decrease in the authorized number of Directors. Directors need not be stockholders of the corporation or residents of the State of Delaware and need not meet any other qualifications. BYLAWS -9- 3.3 REGULAR MEETINGS By resolution, the Board, or any committee designated by the Board, may specify the time and place for holding regular meetings without notice other than such resolution. 3.4 SPECIAL MEETINGS Special meetings of the Board or any committee designated by the Board may be called by or at the request of the Chairperson of the Board, the President, the Secretary or, in the case of special Board meetings, any one Director and, in the case of any special meeting of any committee appointed by the Board, by its Chairperson. The person or persons authorized to call special meetings may fix any place for holding any special Board or committee meeting called by them. 3.5 MEETINGS BY COMMUNICATION EQUIPMENT Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting. 3.6 NOTICE OF SPECIAL MEETINGS Notice of a special Board or committee meeting stating the place, date and hour of the meeting shall be given to a Director in writing or orally. Neither the business to be transacted at nor the purpose of any special meeting need be specified in the notice of such meeting. 3.6.1 ORAL NOTICE If notice is given orally, by telephone or in person, the notice shall be personally given to the Director at least two days before the meeting. 3.6.2 NOTICE BY MAIL If notice is given by mail, the notice shall be deposited in the official government mail at least five days before the meeting, properly addressed to a Director at his or her address shown on the records of the corporation, with postage thereon prepaid. 3.6.3 PERSONAL NOTICE If notice is given by personal delivery, the notice shall be delivered to a Director at least two days before the meeting. BYLAWS -10- 3.6.4 NOTICE BY PRIVATE CARRIER If notice is given by private carrier, the notice shall be dispatched to a Director at his or her address shown on the records of the corporation at least three days before the meeting. 3.6.5 FACSIMILE NOTICE If notice is given by wire or wireless equipment that transmits a facsimile of the notice, the notice shall be dispatched at least two days before the meeting to a Director at his or her telephone number or other number appearing on the records of the corporation. 3.6.6 NOTICE BY ELECTRONIC TRANSMISSION If notice is given by electronic mail or another form of electronic transmission, the notice shall be dispatched at least two days before the meeting to a Director at his or her electronic mail address provided by the Director. 3.7 WAIVER OF NOTICE 3.7.1 WAIVER IN WRITING OR BY ELECTRONIC TRANSMISSION Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Certificate of Incorporation or the Delaware General Corporation Law, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the date and time of the meeting, shall be deemed equivalent to notice. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board or any committee appointed by the Board need be specified in any written waiver of notice or any waiver by electronic transmission. 3.7.2 WAIVER BY ATTENDANCE The attendance of a Director at a Board or committee meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. 3.8 QUORUM 3.8.1 BOARD OF DIRECTORS A majority of the total number of Directors fixed by or in the manner provided in these Bylaws shall constitute a quorum for the transaction of business at any Board meeting. If less than a quorum are present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. BYLAWS -11- 3.8.1 COMMITTEES A majority of the number of Directors composing any committee of the Board, as established and fixed by resolution of the Board, shall constitute a quorum for the transaction of business at any meeting of such committee but, if less than a quorum are present at a meeting, a majority of such Directors present may adjourn the meeting from time to time without further notice. 3.9 MANNER OF ACTING The act of the majority of the Directors present at a Board or committee meeting at which there is a quorum shall be the act of the Board or committee, unless the vote of a greater number is required by these Bylaws, the Certificate of Incorporation or the Delaware General Corporation Law. 3.10 PRESUMPTION OF ASSENT A Director of the corporation who is present at a Board or committee meeting at which any action is taken shall be deemed to have assented to the action taken unless (a) the Director objects at the beginning of the meeting, or promptly upon his or her arrival, to holding the meeting or transacting any business at such meeting, (b) the Director's dissent or abstention from the action taken is entered in the minutes of the meeting, or (c) the Director delivers written notice of the Director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation within a reasonable time after adjournment of the meeting. The right of dissent or abstention is not available to a Director who votes in favor of the action taken. 3.11 ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING Any action required or permitted to be taken at any meeting of the Board or of any committee designated by the Board may be taken without a meeting if all the members of the Board or committee consent thereto in writing or by electronic transmission and such writings or electronic transmissions are filed with the minutes of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Action taken by written consent of Directors without a meeting is effective when the last Director signs the consent. 3.12 RESIGNATION OF DIRECTORS AND COMMITTEE MEMBERS Any Director may resign from the Board or any committee of the Board at any time by giving notice in writing or by electronic transmission to the Chairperson of the Board or the President. Any such resignation is effective upon delivery unless the notice of resignation specifies a later effective date and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. BYLAWS -12- 3.13 REMOVAL OF DIRECTORS AND COMMITTEE MEMBERS 3.13.1 REMOVAL OF DIRECTORS (a) GENERAL REQUIREMENTS. At a meeting of stockholders called expressly for that purpose, one or more members of the Board (including the entire Board) may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote on the election of Directors. (b) CUMULATIVE VOTING. If the Certificate of Incorporation provides for cumulative voting in the election of Directors and if less than the entire Board is to be removed, no Director may be removed without cause if the votes cast against his or her removal would be sufficient to elect such Director if then cumulatively voted at an election of the entire Board. 3.13.2 REMOVAL OF COMMITTEE MEMBERS The Board may remove from office any member of any committee elected or appointed by the Board. 3.14 VACANCIES Any vacancy occurring on the Board may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board. 3.15 COMMITTEES 3.15.1 CREATION OF COMMITTEES The Board may designate standing or temporary committees, each committee to consist of one or more Directors of the corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. 3.15.2 AUTHORITY OF COMMITTEES Any such committee, to the extent provided in the resolution of the Board establishing such committee or as otherwise provided in these Bylaws, shall have and may exercise all the BYLAWS -13- powers and authority of the Board in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that require it, but no such committee shall have the power or authority in reference to (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) amending these Bylaws. 3.15.3 MINUTES OF MEETINGS All committees so designated shall keep regular minutes of their meetings and shall cause them to be recorded in books kept for that purpose. 3.16 COMPENSATION OF DIRECTORS AND COMMITTEE MEMBERS By Board resolution, Directors and committee members may be paid their expenses, if any, of attendance at each Board or committee meeting, a fixed sum for attendance at each Board or committee meeting or a stated salary as Director or a committee member, and such other compensation as the Board may determine. No such payment shall preclude any Director or committee member from serving the corporation in any other capacity and receiving compensation therefor. SECTION 4. OFFICERS 4.1 NUMBER OF OFFICERS The officers of the corporation shall be those officers elected from time to time by the Board or appointed by any other officer empowered to do so. The Board shall have sole power and authority to elect executive officers and shall have the authority to elect any other officers and to prescribe the respective terms of office, authority and duties of any such executive officers or other officers. As used in these Bylaws, the term "executive officer" shall mean the President, any Vice President in charge of a principal business unit, division or function or any other officer who performs a policy-making function. The Board may delegate to any executive officer the power to appoint any subordinate officers and to prescribe their respective terms of office, authority and duties. Any two or more offices may be held by the same person. Unless an officer dies, resigns or is removed from office, he or she shall hold office until his or her successor is elected. 4.2 RESIGNATION OF OFFICERS Any officer may resign at any time by delivering written notice to the Chairperson of the Board, the President, a Vice President, the Secretary or the Board. Any such resignation shall take effect at the time specified or, if the time is not specified, upon delivery and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. BYLAWS -14- 4.3 REMOVAL OF OFFICERS Any officer may be removed by the Board at any time, with or without cause. An officer or assistant officer, if appointed by another officer, may be removed by any officer authorized to appoint officers or assistant officers. 4.4 VACANCIES A vacancy in any office because of death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board or by any officer granted authority by these Bylaws to appoint a person to such office. 4.5 CHAIRPERSON OF THE BOARD If elected, the Chairperson of the Board shall perform such duties as shall be assigned to him or her by the Board from time to time, and shall preside over meetings of the Board and stockholders unless another officer is appointed or designated by the Board as Chairperson of such meetings. 4.6 PRESIDENT The President shall be the chief executive officer of the corporation unless some other officer is so designated by the Board, shall preside over meetings of the Board and stockholders in the absence of a Chairperson of the Board and, subject to the Board's control, shall supervise and control all the assets, business and affairs of the corporation. In general, the President shall perform all duties incident to the office of President and such other duties as are prescribed by the Board from time to time. If no Secretary has been elected or appointed, the President shall have responsibility for the preparation of minutes of meetings of the Board and stockholders and for authentication of the records of the corporation. 4.7 VICE PRESIDENT In the event of the death of the President or his or her inability to act, the Vice President, if elected, or if there is more than one Vice President, the Vice President who was designated by the Board as the successor to the President, or if no Vice President is so designated, the Vice President first elected to such office, shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or by or at the direction of the Board. 4.8 SECRETARY If elected, the Secretary shall be responsible for preparation of minutes of meetings of the Board and stockholders, maintenance of the corporation's records and stock registers, and BYLAWS -15- authentication of the corporation's records and shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by or at the direction of the Board. In the absence of the Secretary, an Assistant Secretary may perform the duties of the Secretary. 4.9 TREASURER If elected, the Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws, sign certificates for shares of the corporation, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by or at the direction of the Board. In the absence of the Treasurer, an Assistant Treasurer may perform the duties of the Treasurer. 4.10 SALARIES The salaries of the officers shall be fixed from time to time by the Board or by any person or persons to whom the Board has delegated such authority. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the corporation. SECTION 5. CERTIFICATES FOR SHARES AND THEIR TRANSFER 5.1 ISSUANCE OF SHARES No shares of the corporation shall be issued unless authorized by the Board, which authorization shall include the maximum number of shares to be issued and the consideration to be received for each share. 5.2 CERTIFICATES FOR SHARES Certificates representing shares of the corporation shall be signed by the Chairperson of the Board or a Vice Chairperson of the Board, if any, or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, any of whose signatures may be a facsimile. The Board may in its discretion appoint responsible banks or trust companies from time to time to act as transfer agents and registrars of the stock of the corporation; and, when such appointments shall have been made, no stock certificate shall be valid until countersigned by one of such transfer agents and registered by one of such registrars. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person was such officer, transfer agent or registrar at the date of BYLAWS -16- issue. All certificates shall include on their face written notice of any restrictions that may be imposed on the transferability of such shares and shall be consecutively numbered or otherwise identified. 5.3 UNCERTIFICATED SHARES The Board may provide by resolution or resolutions that some or all of any or all classes or series of the corporation's stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the Board, upon request, every holder of uncertificated shares shall be entitled to have a certificate. Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the stockholder a complete written statement of the information required on certificates by applicable Delaware law. 5.4 STOCK RECORDS The stock transfer books shall be kept at the principal place of business of the corporation or at the office of the corporation's transfer agent or registrar. The name and address of each person to whom certificates for shares are issued, together with the class and number of shares represented by each such certificate and the date of issue of such certificate, shall be entered on the stock transfer books of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner for all purposes. 5.5 RESTRICTION ON TRANSFER Except to the extent that the corporation has obtained an opinion of counsel acceptable to the corporation that transfer restrictions are not required under applicable securities laws, or has otherwise satisfied itself that such transfer restrictions are not required, all certificates representing shares of the corporation shall bear a legend on the face of the certificate, or on the reverse of the certificate if a reference to the legend is contained on the face, that reads substantially as follows or that substantially effects the same purpose: The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or applicable state securities laws, and no interest may be sold, distributed, assigned, offered, pledged or otherwise transferred unless (a) there is an effective registration statement under the Act and applicable state securities laws covering any such transaction involving said securities, (b) this corporation receives an opinion of legal counsel for the holder of these securities satisfactory to this corporation stating that such transaction is exempt from registration, or (c) this corporation otherwise satisfies itself that such transaction is exempt from registration. BYLAWS -17- 5.6 TRANSFER OF SHARES The transfer of shares of the corporation shall be made only on the stock transfer books of the corporation pursuant to authorization or document of transfer made by the holder of record or by such holder's legal representative, who shall furnish proper evidence of authority to transfer, or by such holder's attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificates for a like number of shares shall have been surrendered and canceled. 5.7 LOST OR DESTROYED CERTIFICATES In the case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board may prescribe. SECTION 6. INDEMNIFICATION 6.1 RIGHT TO INDEMNIFICATION Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a Director or officer of the corporation or that, being or having been such a Director or officer or an employee of the corporation, he or she is or was serving at the request of the corporation as a Director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as such a Director, officer, employee or agent or in any other capacity while serving as such a Director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the full extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than permitted prior thereto), or by other applicable law as then in effect, against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators; provided, however, that except as provided in subsection 6.2 of these Bylaws with respect to proceedings seeking to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or ratified by the Board. The right to indemnification conferred in this subsection shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in BYLAWS -18- advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a Director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this subsection or otherwise. 6.2 RIGHT OF INDEMNITEE TO BRING SUIT If a claim under subsection 6.1 of these Bylaws is not paid in full by the corporation within 60 days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. The indemnitee shall be presumed to be entitled to indemnification under this Section upon submission of a written claim (and, in an action brought to enforce a claim for an advancement of expenses, where the required undertaking, if any is required, has been tendered to the corporation), and thereafter the corporation shall have the burden of proof to overcome the presumption that the indemnitee is not so entitled. Neither the failure of the corporation (including its Board, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances nor an actual determination by the corporation (including its Board, independent legal counsel or its stockholders) that the indemnitee is not entitled to indemnification shall be a defense to the suit or create a presumption that the indemnitee is not so entitled. 6.3 NONEXCLUSIVITY OF RIGHTS The rights to indemnification and to the advancement of expenses conferred in this Section shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, agreement, vote of stockholders or disinterested Directors, provisions of the Certificate of Incorporation or these Bylaws or otherwise. Notwithstanding any amendment to or repeal of this Section, or of any amendment or repeal of any of the procedures that may be established by the Board pursuant to this Section, any indemnitee shall be entitled to indemnification in accordance with the provisions of these Bylaws and such procedures with respect to any acts or omissions of such indemnitee occurring prior to such amendment or repeal. BYLAWS -19- 6.4 INSURANCE, CONTRACTS AND FUNDING The corporation may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. The corporation, without further stockholder approval, may enter into contracts with any Director, officer, employee or agent in furtherance of the provisions of this Section and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Section. 6.5 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION The corporation may, by action of the Board, grant rights to indemnification and advancement of expenses to employees or agents or groups of employees or agents of the corporation with the same scope and effect as the provisions of this Section with respect to the indemnification and advancement of expenses of Directors and officers of the corporation; provided, however, that an undertaking shall be made by an employee or agent only if required by the Board. 6.6 PERSONS SERVING OTHER ENTITIES Any person who is or was a Director, officer or employee of the corporation who is or was serving (a) as a Director or officer of another corporation of which a majority of the shares entitled to vote in the election of its Directors is held by the corporation or (b) in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the corporation or a wholly owned subsidiary of the corporation is a general partner or has a majority ownership shall be deemed to be so serving at the request of the corporation and entitled to indemnification and advancement of expenses under subsection 6.1 of these Bylaws. SECTION 7. GENERAL MATTERS 7.1 ACCOUNTING YEAR The accounting year of the corporation shall be the twelve months ending on the last Friday of October in each year, provided that if a different accounting year is at any time selected for purposes of federal income taxes or any other purpose, the accounting year shall be the year so selected. BYLAWS -20- 7.2 AMENDMENT OR REPEAL OF BYLAWS These Bylaws may be amended or repealed and new Bylaws may be adopted by the Board. The stockholders may also amend and repeal these Bylaws or adopt new Bylaws. All Bylaws made by the Board may be amended or repealed by the stockholders. 7.3 BOOKS AND RECORDS The corporation shall keep correct and complete books and records of account, stock transfer books, minutes of the proceedings of its stockholders and Board and such other records as may be necessary or advisable. 7.4 CONTRACTS, LOANS, CHECKS AND DEPOSITS 7.4.1 CONTRACTS The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. 7.4.2 LOANS TO THE CORPORATION No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances. 7.4.3 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, or agent or agents, of the corporation and in such manner as is from time to time determined by resolution of the Board. 7.4.4 DEPOSITS All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board may select. 7.5 CORPORATE SEAL The seal of the corporation, if any, shall consist of the name of the corporation, the state of its incorporation and the year of its incorporation. The foregoing Bylaws were adopted by the Board of Directors on July 11, 2002. BYLAWS -21- EX-3.11 11 v92967a1exv3w11.txt EXHIBIT 3.11 EXHIBIT 3.11 CERTIFICATE OF INCORPORATION OF ARMTEC DEFENSE PRODUCTS CO. * * * * * A STOCK CORPORATION ARTICLE I. NAME The name of the corporation is ARMTEC DEFENSE PRODUCTS CO. ARTICLE II. REGISTERED OFFICE AND REGISTERED AGENT The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE III. PURPOSES The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE IV. SHARES The total number of shares of all stock which the corporation shall have authority to issue is one thousand (1,000) shares of common stock having a par value of $.001 per share, all of which shall be the same class. ARTICLE V. CUMULATIVE VOTING The right to cumulate votes in the election of directors shall not exist with respect to shares of stock of this corporation. ARTICLE VI. PREEMPTIVE RIGHTS No preemptive rights shall exist with respect to shares of stock or securities convertible into shares of stock of this corporation. ARTICLE VII. INCORPORATOR The name and mailing address of the incorporator is as follows:
Name Mailing Address ---- --------------- ~~Sheri A. Doyle Bank of California Center Seattle, Washington 98164~~
ARTICLE VIII. DIRECTORS The business and affairs of the corporation shall be managed by or under the direction of the board of directors. The corporation shall have three (3) first directors, whose names and mailing addresses are as follows:
Name Mailing Address ---- --------------- Wendell P. Hurlbut 10800 N.E. 8th Street Bellevue, Washington 98004 Carroll M. Martenson 10800 N.E. 8th Street Bellevue, Washington 98004 Robert W. Stevenson 10800 N.E. 8th Street Bellevue, Washington 98004
The initial directors shall serve until the first annual meeting of stockholders and until their successors are elected and qualified. The directors need not be elected by ballot unless required by the bylaws of the corporation. ARTICLE IX. BYLAWS In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the bylaws of the corporation. ARTICLE X. AMENDMENT The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to his reservation. ARTICLE XI. DURATION The corporation is to have perpetual existence. -2- ARTICLE XII. LIMITATION OF DIRECTOR LIABILITY AND DIRECTOR AND OFFICER INDEMNIFICATION (a) Liability. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended after the effective date of this article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. (b) Indemnification. The corporation shall indemnify, in the manner and to the full extent permitted by law, any person (or the estate of any person) who was or is a party to, or is threatened to be made a party to any threatened, pending or complete action, suit or proceeding, whether or not by or in the right of the corporation, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director, officer or employee of the corporation, or is or was serving at the request of the corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise. The corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification provided herein shall include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, and, in the manner provided by law, any such expenses may be paid by the corporation in advance of the final disposition of such action, suit or proceeding. The indemnification provided herein shall not be deemed to limit the right of the corporation to indemnify any other person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the corporation may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. Any repeal or modification of the foregoing paragraphs by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. -3- I, Sheri A. Doyle, being the incorporator hereinbefore named for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly I have hereunto set my hand this 12th day of September, 1989. /s/ SHERI A. DOYLE --------------------------- Sheri A. Doyle Incorporator -4- EX-3.12 12 v92967a1exv3w12.txt EXHIBIT 3.12 EXHIBIT 3.12 BYLAWS OF ARMTEC DEFENSE PRODUCTS CO. . . . ARMTEC DEFENSE PRODUCTS CO. SEPTEMBER 15, 1989 BYLAWS AMENDMENTS
DATE OF AMENDMENT SECTION EFFECT OF AMENDMENT October 1, 1998 Article III, Section 2 The number of Directors shall be one or such Stockholder Action other number as shall be fixed from time to time by resolution of the Board or the stockholders.
BYLAWS OF ARMTEC DEFENSE PRODUCTS CO. ARTICLE I - OFFICES Section 1. Registered Office. The registered office of ARMTEC DEFENSE PRODUCTS CO. (hereinafter called the Corporation) in the State of Delaware shall be at 1209 Orange Street, Wilmington, Delaware 19801 and the registered agent in charge thereof shall be The Corporation Trust Company. Section 2. Other Offices. The Corporation may also have an office or offices at other place or places within or without the State of Delaware as may be fixed from time to time by the Board of Directors. ARTICLE II - SHAREHOLDERS Section 1. Annual Meeting. The annual meeting of the shareholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held on such date, and at such place and hour, as shall be fixed by the Board of Directors (hereinafter called the Board) and designated in the notice or waiver of notice thereof; except that no annual meeting need be held if all actions, including the election of directors, required by the General Corporation Law of Delaware to be taken at a shareholders' annual meeting are taken by written consent in lieu of meeting pursuant to Section 4 of this Article. Section 2. Special Meetings. A special meeting of the shareholders for any purpose or purposes may be called by the Board, the President or the Secretary of the Corporation or the record holders of at least a majority of the shares of common stock of the Corporation issued and outstanding, to be held at such place, date and hour as shall be designated in the notice or waiver of notice thereof. Section 3. Notice of Meetings. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each shareholder entitled to vote at such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the records of the Corporation. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. Section 4. Shareholders' Consent in Lieu of Meeting. Any action required by the General Corporation Law of the State of Delaware to be taken at any annual or special meeting of the shareholders of the Corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the shareholders. Section 5. Quorum. A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of less than one-third of shares entitled to vote at the meeting. ARTICLE III - BOARD OF DIRECTORS Section 1. General Powers. The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation directed or required to be exercised or done by the shareholders. -2- Section 2. Number and Term of Office. The number of directors shall be one or such other number as shall be fixed by time to time by the Board. Each director shall hold office until his successor is elected and qualified, or until his earlier death or resignation or removal in the manner hereinafter provided. Section 3. Resignation. Any director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 4. Removal. Any director or the entire Board may be removed, with or without cause, at any time by vote of the holders of a majority of the shares then entitled to vote at an election of directors, or by written consent of the shareholders pursuant to Section 4 of Article II hereof. Section 5. Vacancies. If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect such new directors for the balance of a term and until their successors are elected and qualified. Section 6. Annual Meetings. As soon as practicable after each annual election of directors, the Board shall meet for the purpose of organization and the transaction of other business, unless it shall have transacted all such business by written consent pursuant to Section 11 of this Article. Section 7. Special Meetings. Special meetings of the Board of Directors may be called by one-third of the directors then in office (rounded up to the nearest whole number) or by the President and shall be held at such place, on such date, and at such time as they or he shall fix. Notice of the place, date and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five days before the meeting or by telegraphing the same not less than twenty-four -3- hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. Section 8. Notice/Waiver of Notice. The Secretary shall give notice to each director of each meeting, including the time, place and purpose of such meeting. Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least two days before the day on which such meeting is to be held, or shall be sent to him at such place by telegraph, cable, wireless or other form of recorded communication, or be delivered personally or by telephone not later than the day before the day on which such meeting is to be held, but notice need not be given to any director who shall attend such meeting. A written waiver of notice, signed by the person entitled thereto, whether before or after the time of the meeting stated therein, shall be deemed equivalent to notice. Section 9. Place of Meeting. The Board may hold its meetings at such place or places, either within or without the State of Delaware, as the Board may from time to time determine, or as shall be designated in the respective notices or waivers of notice thereof. Section 10. Quorum and Manner of Acting. One-third of the total number of directors then in office (but not less than two if the number of directors is greater than one) shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting. The vote of a majority of those directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board, except as otherwise expressly required by law or these Bylaws. In the absence of a quorum for any such meeting, a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present. Section 11. Directors' Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, without prior notice and without a vote, if a consent thereto in writing, setting forth the action so taken, shall be signed by all the directors and such consent is filed with the minutes of the proceedings of the Board. -4- Section 12. Action by Means of Conference Telephone or Similar Communications Equipment. Any one or more members of the Board, or of any committee designated by the Board, may participate in a meeting of the Board or any such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. ARTICLE IV - OFFICERS Section 1. Generally. The officers of the Corporation shall consist of a President, one or more Vice-Presidents, a Secretary and Treasurer. The Board may also designate such other officers, assistant officers and agents as it may, from time to time, deem necessary and desirable. Any two or more offices may be held by the same person. Section 2. Authority and Duties. All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws or, to the extent not so provided, as may be delegated by the Board. Section 3. Term of Office. All officers shall be elected or appointed by the Board and shall hold office for such term as may be prescribed by the Board. Each officer shall hold office until his successor has been elected or appointed and qualified or his earlier death or resignation or removal in the manner hereinafter provided. The Board may require any officer to give security by bond or otherwise for the faithful performance of his duties. Section 4. Resignation. Any officer may resign at any time by giving written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time when it shall become effective is not specified therein, at the time it is accepted by action of the Board. Except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective. -5- Section 5. Removal. All officers and agents elected or appointed by the Board shall be subject to removal at any time by the Board or by the shareholders of the Corporation with or without cause. Section 6. Vacancies. If the office of President, Secretary or Treasurer becomes vacant for any reason, the Board shall fill such vacancy, and if any other office becomes vacant, the Board may fill such vacancy. Any officer so appointed or elected by the Board shall serve only until such time as the unexpired term of his predecessor shall have expired unless reelected or reappointed by the Board. Section 7. President. The President shall be the principal operating and administrative officer of the corporation. He shall have general control and management of the business affairs and policies of the corporation and shall be generally responsible for the proper conduct of the business of the corporation. He shall possess power to sign all certificates, contracts and other instruments of the corporation. He shall preside at all meetings of the shareholders and of the Board. In general, he shall perform all such other duties as are incident to the office of President or are from time to time assigned to him by the Board. Section 8. Vice-President. The Vice-President, or if there be more than one, the Vice-Presidents, in the order as determined by the Board, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall generally assist the President and perform such other duties as the Board shall prescribe. Section 9. Secretary. The Secretary shall, to the extent practicable, attend all meetings of the Board and all meetings of the shareholders and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for any standing committees (if any) when required. He shall give, or cause to be given, notice of all meetings of the shareholders and of the Board, and shall perform such other duties as may be prescribed by the Board, under whose supervision he shall act. He shall keep in safe custody the seal of the Corporation and affix the same to any duly authorized instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer or an Assistant Treasurer. He -6- shall keep in safe custody the certificate books and stockholder records and such other books and records as the Board may direct and shall perform all other duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board. Section 10. Treasurer. The Treasurer shall have the care and custody of the corporate funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all money and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation, and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board. ARTICLE V - SHARES Section 1. Certificates for Shares. Each shareholder shall be entitled to a certificate signed by, or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or a Vice-President, and by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him. Any or all of the signatures on the certificate may be facsimile. Certificates shall be issued in consecutive order and shall be numbered in order of their issue. Section 2. Record. A record (herein called the stock record) in one or more counterparts shall be kept of the name of the person, firm or corporation owning the shares represented by each certificate for stock of the Corporation issued, the number of shares represented by each such certificate, the date thereof and, in the case of cancellation, the date of cancellation. Except as otherwise expressly required by law, the person in whose name shares of stock stand on the stock record of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. -7- Section 3. Transfer and Registration of Stock. The transfer of stock and certificates of stock which represent the stock of the Corporation shall be governed by Article 8 of Subtitle 1 of Title 6 of the Delaware Code (the Uniform Commercial Code), as amended from time to time. Transfers of shares of the Corporation shall be made only upon the books of the Corporation upon request of the registered holder thereof, or of his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and upon the surrender of the certificate or certificates for such shares properly endorsed or accompanied by a stock power duly executed. Section 4. Record Date. In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty or less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of shareholders entitled to notice of or to vote at a meeting of the shareholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. Section 5. Lost, Stolen or Destroyed Certificates. In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity. Section 6. Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board may establish. -8- ARTICLE VI - MISCELLANEOUS Section 1. Notices. Except as otherwise specifically provided herein or required by law, all notices required to be given to any shareholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by prepaid telegram or mailgram. Any such notice shall be addressed to such shareholder, director, officer, employee or agent at his last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails or by telegram or mailgram, shall be the time of the giving of the notice. Section 2. Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board or a committee thereof. Section 3. Corporate Seal. The Board may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer. Section 4. Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board, and each officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation, including reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care. Section 5. Fiscal Year. The fiscal year of the Corporation shall be as fixed by the Board. -9- Section 6. Time Periods. In applying any provision of these Bylaws which requires that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included. Section 7. Proxies. The Board shall designate officers of the Corporation who shall have authority from time to time to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation, and to vote or consent in respect of such stock or securities. Such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights, and such designated officers may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise its said powers and rights. ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 1. Indemnification of Officers and Directors. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or an officer of the Corporation, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the fullest extent and in the manner set forth in and permitted by the General Corporation Law, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled apart from the foregoing provisions. The foregoing provisions of this Section 1 shall be deemed to be a contract between the Corporation and each director and officer who serves in such capacity at any time while this Article VII and the relevant provisions of the General Corporation Law and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or pro- -10- ceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. Section 2. Indemnification of other Persons. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the extent and in the manner set forth in and permitted by the General Corporation Law, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which any such person may be entitled apart from the foregoing provisions. Section 3. Insurance. The Corporation shall have power to maintain insurance, at its expense, to protect itself and any such director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article VII of these Bylaws or the Delaware General Corporation Law or any other provision of law. ARTICLE VIII - AMENDMENTS These Bylaws may be amended or repealed by the Board at any meeting or by the shareholders at any meeting. Adopted by resolution of the corporation's Board of Directors on September 15, 1989. /s/ ROBERT W. STEVENSON -------------------------------- Secretary -11- EX-3.13 13 v92967a1exv3w13.txt EXHIBIT 3.13 EXHIBIT 3.13 CERTIFICATE OF INCORPORATION OF AUXITROL CO. 1. The name of the corporation is: AUXITROL CO. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars ($1,000). 5. The board of directors is authorized to make, alter or repeal the bylaws of the corporation. Election of directors need not be by ballot. 6. The name and mailing address of the incorporator is: Scott D. Benner Two Union Square 601 Union Street Seattle, WA 98101-2346. I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this 26th day of February, 1992. /s/ SCOTT D. BENNER -------------------------------- Scott D. Benner, Incorporator EX-3.14 14 v92967a1exv3w14.txt EXHIBIT 3.14 EXHIBIT 3.14 BYLAWS OF AUXITROL CO. . . . AUXITROL CO. APRIL 1, 1992 BYLAWS AMENDMENTS
DATE OF AMENDMENT SECTION EFFECT OF AMENDMENT October 1, 1998. Article III, Section 2 The number of Directors shall be one or Stockholder Action such other number as shall be fixed from time to time by resolution of the Board or the stockholders.
BYLAWS OF AUXITROL CO. ARTICLE I - OFFICES Section 1. Registered Office. The registered office of AUXITROL CO. (hereinafter called the Corporation) in the State of Delaware shall be at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, County of New Castle, and the registered agent in charge thereof shall be The Corporation Trust Company. Section 2. Other Offices. The Corporation may also have an office or offices at other place or places within or without the State of Delaware as may be fixed from time to time by the Board of Directors. ARTICLE II - SHAREHOLDERS Section 1. Annual Meeting. The annual meeting of the shareholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held on the last Wednesday of February if not a legal holiday, and if a legal holiday, then on the day following, or such other date as may be set by the Board of Directors (hereinafter called "the Board") at such place and hour as shall be fixed by the Board of Directors and designated in the notice or waiver of notice thereof; except that no annual meeting need be held if all actions, including the election of directors, required by the General Corporation Law of Delaware to be taken at a shareholders' annual meeting are taken by written consent in lieu of meeting pursuant to Section 4 of this Article. Section 2. Special Meetings. A special meeting of the shareholders for any purpose or purposes may be called by the Board, the President or the Secretary of the Corporation or the record holders of at least a majority of the shares of common stock of the Corporation issued and outstanding, to be held at such place, date and hour as shall be designated in the notice or waiver of notice thereof. Section 3. Notice of Meetings. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each shareholder entitled to vote at such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the records of the Corporation. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. Section 4. Shareholders' Consent in Lieu of Meeting. Any action required by the General Corporation Law of the State of Delaware to be taken at any annual or special meeting of the shareholders of the Corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the shareholders. Section 5. Quorum. A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of shareholders. ARTICLE III - BOARD OF DIRECTORS Section 1. General Powers. The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by -2- law or by the Certificate of Incorporation directed or required to be exercised or done by the shareholders. Section 2. Number and Term of Office. The number of directors shall be one or such other number as shall be fixed by time to time by the Board. Each director shall hold office until his successor is elected and qualified, or until his earlier death or resignation or removal in the manner hereinafter provided. Section 3. Resignation. Any director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 4. Removal. Any director or the entire Board may be removed, with or without cause, at any time by vote of the holders of a majority of the shares then entitled to vote at an election of directors, or by written consent of the shareholders pursuant to Section 4 of Article II hereof. Section 5. Vacancies. If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect such new directors for the balance of a term and until their successors are elected and qualified. Section 6. Annual Meetings. As soon as practicable after each annual election of directors, the Board shall meet for the purpose of organization and the transaction of other business, unless it shall have transacted all such business by written consent pursuant to Section 11 of this Article. Section 7. Special Meetings. Special meetings of the Board of Directors may be called by one-third of the directors then in office (rounded up to the nearest whole number) or by the President and shall be held at such place, on such date, and at such time as they or he shall fix. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. -3- Section 8. Notice/Waiver of Notice. The Secretary shall give notice to each director of each meeting, including the date, time, place and purpose of such meeting. Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least two days (or, in the case of a special meeting, five days) before the day on which such meeting is to be held, or shall be sent to him at such place by telegraph, cable, wireless or other form of recorded communication, or be delivered personally or by telephone not later than the day before the day on which such meeting is to be held, but notice need not be given to any director who shall attend such meeting. A written waiver of notice, signed by the person entitled thereto, whether before or after the time of the meeting stated therein, shall be deemed equivalent to notice. Section 9. Place of Meeting. The Board may hold its meetings at such place or places, either within or without the State of Delaware, as the Board may from time to time determine, or as shall be designated in the respective notices or waivers of notice thereof. Section 10. Quorum and Manner of Acting. One-third of the total number of directors then in office (but not less than two if the number of directors is greater than one) shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting. The vote of a majority of those directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board, except as otherwise expressly required by law or these Bylaws. In the absence of a quorum for any such meeting, a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present. Section 11. Directors' Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, without prior notice and without a vote, if a consent thereto in writing, setting forth the action so taken, shall be signed by all the directors and such consent is filed with the minutes of the proceedings of the Board. Section 12. Action by Means of Conference Telephone or Similar Communications Equipment. -4- Any one or more members of the Board, or of any committee designated by the Board, may participate in a meeting of the Board or any such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. ARTICLE IV - OFFICERS Section 1. Generally. The officers of the Corporation shall consist of a President, one or more Vice-Presidents, a Secretary and Treasurer. The Board may also designate such other officers, assistant officers and agents as it may, from time to time, deem necessary and desirable. Any two or more offices may be held by the same person. Section 2. Authority and Duties. All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws or, to the extent not so provided, as may be delegated by the Board. Section 3. Term of Office. All officers shall be elected or appointed by the Board and shall hold office for such term as may be prescribed by the Board. Each officer shall hold office until his successor has been elected or appointed and qualified or his earlier death or resignation or removal in the manner hereinafter provided. The Board may require any officer to give security by bond or otherwise for the faithful performance of his duties. Section 4. Resignation. Any officer may resign at any time by giving written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time when it shall become effective is not specified therein, at the time it is accepted by action of the Board. Except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective. -5- Section 5. Removal. All officers and agents elected or appointed by the Board shall be subject to removal at any time by the Board or by the shareholders of the Corporation with or without cause. Section 6. Vacancies. If the office of President, Secretary or Treasurer becomes vacant for any reason, the Board shall fill such vacancy, and if any other office becomes vacant, the Board may fill such vacancy. Any officer so appointed or elected by the Board shall serve only until such time as the unexpired term of his predecessor shall have expired unless reelected or reappointed by the Board. Section 7. President. The President shall be the principal operating and administrative officer of the Corporation. He shall have general control and management of the business affairs and policies of the Corporation and shall be generally responsible for the proper conduct of the business of the Corporation. He shall possess power to sign all certificates, contracts and other instruments of the Corporation. He shall preside at all meetings of the shareholders and of the Board. In general, he shall perform all such other duties as are incident to the office of President or are from time to time assigned to him by the Board. Section 8. Vice-President. The Vice-President, or if there be more than one, the Vice-Presidents, in the order as determined by the Board, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall generally assist the President and perform such other duties as the Board shall prescribe. Section 9. Secretary. The Secretary shall, to the extent practicable, attend all meetings of the Board and all meetings of the shareholders and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for any standing committees (if any) when required. He shall give, or cause to be given, notice of all meetings of the shareholders and of the Board, and shall perform such other duties as may be prescribed by the Board, under whose supervision he shall act. He shall keep in safe custody the seal of the Corporation and affix the same to any duly authorized instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer or an Assistant Treasurer. He -6- shall keep in safe custody the certificate books and stockholder records and such other books and records as the Board may direct and shall perform all other duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board. Section 10. Treasurer. The Treasurer shall have the care and custody of the corporate funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all money and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation, and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board. ARTICLE V - SHARES Section 1. Certificates for Shares. Each shareholder shall be entitled to a certificate signed by, or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or a Vice-President, and by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him. Any or all of the signatures on the certificate may be facsimile. Certificates shall be issued in consecutive order and shall be numbered in order of their issue. Section 2. Record. A record (herein called the stock record) in one or more counterparts shall be kept of the name of the person, firm or corporation owning the shares represented by each certificate for stock of the Corporation issued, the number of shares represented by each such certificate, the date thereof and, in the case of cancellation, the date of cancellation. Except as otherwise expressly required by law, the person in whose name shares of stock stand on the stock record of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. -7- Section 3. Transfer and Registration of Stock. The transfer of stock and certificates of stock which represent the stock of the Corporation shall be governed by Article 8 of Subtitle 1 of Title 6 of the Delaware Code (the Uniform Commercial Code), as amended from time to time. Transfers of shares of the Corporation shall be made only upon the books of the Corporation upon request of the registered holder thereof, or of his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and upon the surrender of the certificate or certificates for such shares properly endorsed or accompanied by a stock power duly executed. Section 4. Record Date. In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty or less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of shareholders entitled to notice of or to vote at a meeting of the shareholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. Section 5. Lost, Stolen or Destroyed Certificates. In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity. Section 6. Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board may establish. -8- ARTICLE VI - MISCELLANEOUS Section 1. Notices. Except as otherwise specifically provided herein or required by law, all notices required to be given to any shareholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by prepaid telegram or mailgram. Any such notice shall be addressed to such shareholder, director, officer, employee or agent at his last known address as the same appears on the books of the Corporation. Except as provided in Article II, Section 3, the time when such notice is received, if hand delivered, or dispatched, if delivered through the mails or by telegram or mailgram, shall be the time of the giving of the notice. Section 2. Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board or a committee thereof. Section 3. Corporate Seal. The Board may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer. Section 4. Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board, and each officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation, including reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care. Section 5. Fiscal Year. The fiscal year of the Corporation shall be as fixed by the Board. -9- Section 6. Time Periods. In applying any provision of these Bylaws which requires that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included. Section 7. Proxies. The Board shall designate officers of the Corporation who shall have authority from time to time to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation, and to vote or consent in respect of such stock or securities. Such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights, and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise its said powers and rights. ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 1. Indemnification of Officers and Directors. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or an officer of the Corporation, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the fullest extent and in the manner set forth in and permitted by the General Corporation Law, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled apart from the foregoing provisions. The foregoing provisions of this Section 1 shall be deemed to be a contract between the Corporation and each director and officer who serves in such capacity at any time while this Article VII and the relevant provisions of the General Corporation Law and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding -10- theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. Section 2. Indemnification of other Persons. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the extent and in the manner set forth in and permitted by the General Corporation Law, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which any such person may be entitled apart from the foregoing provisions. Section 3. Insurance. The Corporation shall have power to maintain insurance, at its expense, to protect itself and any such director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article VII of these Bylaws or the Delaware General Corporation Law or any other provision of law. ARTICLE VIII - AMENDMENTS These Bylaws may be amended or repealed by the Board at any meeting or by the shareholders at any meeting. Adopted by revolution of the corporation's Board of Directors on as of 4/1, 1992. /s/ R. W. STEVENSON -------------------------------- Robert W. Stevenson, Secretary -11- EX-3.15 15 v92967a1exv3w15.txt EXHIBIT 3.15 EXHIBIT 3.15 CERTIFICATE OF INCORPORATION OF BOYAR-SCHULTZ CORPORATION THE UNDERSIGNED, for the purpose of forming a corporation under and pursuant to the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as follows: FIRST: The name of the corporation (herein called the "Corporation") is BOYAR-SCHULTZ CORPORATION. SECOND: The registered office of the Corporation in the State of Delaware is to be located at No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name and address of its registered agent is The Corporation Trust Company and the address of said agent is No. 100 West Tenth Street, Wilmington, Delaware. THIRD: The nature of the business, or objects or purposes to be transacted, promoted or carried on by the Corporation shall be as follows: 1. To conduct research and to design, construct, manufacture, process, buy, sell, exchange, contract for, lease and in every manner deal in surface grinding machines, machine tools and dyes, and specialized screw machine tooling attachments, and elated products of every kind and nature. 2. To acquire, purchase, own, hold, operate, develop, lease, mortgage, pledge, exchange, sell, transfer or otherwise invest, trade or deal in, in any manner permitted by law, real and personal property of every kind and description or any interest therein. 3. To acquire all or any part of the securities, good will, rights, property or assets of all kinds and to undertake or assume the whole or any part of the obligations or liabilities of any corporation, association, partnership, syndicate, entity, person, or governmental, municipal or public authority, domestic or foreign, located in or organized under the laws of any authority in any part of the world, and to pay for the same in cash, stocks, bonds, debentures or other securities of this or any other corporation, or otherwise in any manner permitted by law; and to conduct in any lawful manner the whole or any part of any business so acquired. 4. To engage in any mercantile, manufacturing or trading business of any kind or character whatsoever throughout the world, and to do all things incidental to any such business, and to design, construct, manufacture, process, buy, sell, exchange, contract for, lease and in every manner deal in machinery, equipment, devices, accessories, controls, instruments, hardware, tools, implements, appliances and products of all kinds relating to the communications, electronics, transportation, utilities, metals and every other type of related industry, and to agriculture and agricultural activities of every kind and description. 5. To explore for, develop, process, deal in, and conduct any kind of operations with respect to petroleum, natural gas, and all kinds of natural resources; to buy, sell, mortgage, exchange, lease, acquire and deal in oil and natural gas properties and in any and all kinds of properties, royalties, interests, rights, claims, leases, locations, or concessions relating to petroleum, natural gas or other natural resources, and to conduct all business appertaining thereto. -2- 6. To export from and import into the United States of America and its territories and possessions, and any and all foreign countries, as principal or agent, merchandise of every kind and nature, and to purchase, sell, and deal in and with merchandise of every kind and nature for exportation from and importation into the United States to and from all countries foreign thereto; and for exportation from and importation into any foreign country, to and from any other country foreign thereto, and to purchase and sell domestic merchandise in domestic markets and foreign merchandise in foreign markets and to do a general foreign and domestic exporting and importing business. 7. To act as agent or representative for individuals, partnerships or corporations and as such to develop and extend their business and to aid in lawful enterprise. 8. To borrow or raise moneys for any of the purposes of the Corporation and from time to time, without limit as to amount, to draw, make, accept, endorse, guarantee, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment thereof and of the interest thereon by mortgage on, or pledge, conveyance or assignment in trust of, the whole or any part of the assets of the Corporation, real, personal or mixed, including contract rights, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such securities or other obligation of the Corporation for its corporate purposes. 9. To lend money, either without any collateral security or on the security of real or personal property, and to enter into, make, perform and carry out, or cancel and rescind contracts of every kind and for any lawful purpose with any person, firm, association, corporation, syndicate or governmental, municipal or public authority, domestic or foreign, or other. -3- 10. To apply for, obtain, register, purchase, lease, or otherwise acquire, and to hold, use, pledge, lease, sell, assign, or otherwise dispose of, formulae, secret processes, distinctive marks, improvements, processes, trademarks, trade names, copyrights, patents, licenses, concessions, and the like, whether used in connection with or secured under Letters Patent of or issued by any country or authority; and to issue, exercise, develop and grant licenses in respect thereof or otherwise turn the same to account. 11. To make any guaranty respecting securities, indebtedness, dividends, interest, contracts or other obligations so far as the same may be permitted to be done by a corporation organized under the laws of the State of Delaware. 12. To purchase or otherwise acquire, hold, sell, pledge, transfer or otherwise dispose of, and to reissue or cancel the shares of, its own capital stock or any securities or other obligations of the Corporation in the manner and to the extent now or hereafter permitted by the laws of the State of Delaware. 13. To enter into any lawful arrangement for sharing profits, union of interest, reciprocal concession or cooperation with any corporation, association, partnership, syndicate, entity, person or governmental, municipal or public authority, domestic or foreign, located in or organized under the laws of any authority in any part of the world, in the carrying on of any business which the Corporation is authorized to carry on, or any business or transaction deemed necessary, convenient or incidental to carry out any of the purposes of the Corporation. 14. To subscribe for, receive, purchase, or otherwise acquire, underwrite, obtain an interest in, own, hold, pledge, hypothecate, mortgage, assign, deposit, create trusts with respect to, deal in, exchange, sell, and otherwise dispose of, alone or in syndicate or otherwise in conjunction with others, -4- and generally deal in and with all or any of the following (hereinafter sometimes referred to collectively as "securities" or individually as a "security"), namely: all kinds of shares, stocks, voting trust certificates, trust certificates, bonds, mortgages, debentures, trust receipts, notes and other securities, obligations, contracts, certificates of interest, choses in action and evidences of indebtedness generally of any corporation, association, partnership, syndicate entity, person, or governmental, municipal or public authority, domestic or foreign, and evidences of any interest therein or in respect thereto; to acquire or become interested in any such securities by original subscription, underwriting, participation in syndicates or otherwise and irrespective of whether or not such securities are fully paid or subject to further payments or assessments; to issue in exchange therefor its own securities; and while the owner or holder of any such securities, to exercise all the rights, powers and privileges of ownership or interest in respect thereof, including the right to vote thereon and otherwise act with respect thereto; and to promote, manage, participate in and act as agent for any underwriting, purchasing or selling syndicate or group and otherwise to take part in and assist in any legal manner, by guaranty or otherwise, the purchase, sale or distribution of any such securities. 15. To promote, cause to be organized, finance and aid by loan, subsidy, guaranty or otherwise, any corporation, association, partnership, syndicate, entity, person or governmental, municipal or public authority, domestic or foreign, located in or organized under the laws of any authority in any part of the world, any security of which is held directly or indirectly by or for the Corporation, or in the business, financing or welfare of which the Corporation shall have any interest; and in connection therewith to guarantee or become surety for the performance of any undertaking or obligation of any of the foregoing, and to guarantee endorsement or otherwise the payment of the principal of, or interest or dividends on, any such security, and generally to do any acts or things designed to protect, preserve, improve or enhance the value of any such security. -5- 16. To do everything necessary, proper, advisable or convenient for the accomplishment of any of the purposes or for the attainment of any of the objects or the furtherance of any of the powers herein set forth and to do every other act and thing incidental thereto or connected therewith, provided the same be not forbidden by the laws of the State of Delaware. 17. In general, to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware; and to do any and all of the acts and things herein set forth to the same extent as natural persons could do, and in any part of the world, as principal, factor, agent, contractor, trustee or otherwise in conjunction with any person, entity, syndicate, partnership, association or corporation, governmental, municipal or public authority, domestic or foreign; to establish and maintain offices and agencies and to exercise all or any of its corporate powers and rights throughout the world. The foregoing clauses of this Article THIRD shall be construed as powers as well as objects and purposes. The matters expressed in each clause shall, unless herein otherwise expressly provided, be in no wise limited by reference to or inference from the terms of any other clause, but shall be regarded as independent objects, purposes and powers; and the enumeration of specific objects, purposes and powers shall not be construed to limit or restrict in any manner the meaning of general terms or the general powers of the Corporation; nor shall the expression of one -6- thing be deemed to exclude another not expressed, although it be of like nature; provided, however, that nothing herein contained shall be construed as authorizing the Corporation to carry on the business of constructing, maintaining, or operating public utilities in the State of Delaware or elsewhere; and provided further, however, that the Corporation shall not carry on any business or exercise any powers in any state, territory or country which, under the laws thereof, the Corporation may not lawfully carry on or exercise. FOURTH: The total number of shares of stock that the Corporation shall have authority to issue is One Thousand (1,000) shares of Common Stock, of the par value of One Dollar ($1.00) per share. FIFTH: The name and mailing address of the incorporator is John FitzSimmons, 277 Park Avenue, New York, New York 10017. SIXTH: (a) Subject to the provisions of the General Corporation Law of the State of Delaware, the number of directors of the Corporation shall be determined as provided by the By-laws. (b) The election of directors need not be by ballot. -7- SEVENTH: All corporate powers of the Corporation shall be exercised by the Board of Directors. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized and empowers: 1. To make, alter or repeal the By-laws of the Corporation, except as may be otherwise provided with respect to one or more of the By-laws by resolution of the stockholders in making, altering, amending or repealing such By-law or By-laws. 2. By a suitable By-law or by a resolution passed by a majority of the whole membership of the Board, to designate two or more of their number to constitute a committee or committees, with such name or names as may be determined from time to time by resolution of the Board of Directors, which committee or committees, to the extent provided in such resolution or resolutions or in the By-laws of the Corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. 3. To determine whether any and, if any, what part of the net profits of the Corporation or of its surplus or of its net assets in excess of its capital shall be declared in dividends and paid to the stockholders, and to direct and determine the use and disposition of any such net profits or of any such surplus or of any such net assets in excess of capital. 4. To determine, from time to time, to the extent now or hereafter permitted by the laws of the State of Delaware, whether and to what extent, and at what times and places and under what conditions and regulations, the accounts and books of the Corporation or any of them shall be open to the inspection of the stockholders, and no stockholder shall have any right to inspect any account, book or document of the Corporation, except as conferred by the laws of the State of Delaware, unless otherwise authorized by resolution of the Board of Directors of the Corporation. -8- 5. From time to time, to the extent now or hereafter permitted by the laws of the State of Delaware, to sell, lease, exchange, or otherwise dispose of any part of the property and assets of this Corporation, which the Board of Directors deems it expedient and for the best interests of the Corporation to dispose of, or disadvantageous to continue to own, without assent of the stockholders by vote or otherwise; and, pursuant to the written consent of the holders of a majority of the shares of stock issued and outstanding having voting power, or pursuant to the affirmative vote of the holders of a majority of stock issued and outstanding having voting powers, given at a stockholders' meeting duly called for that purpose, the Board of Directors shall have power and authority pursuant to action taken at any meeting of the Board of Directors (whether a regular or special meeting and whether or not notice of such purpose shall have been given prior to such meeting), to sell, lease or exchange all of the property and assets of the Corporation, including, if the Board of Directors shall so desire, its good will and its corporate franchises, for such consideration and upon such terms and conditions as the Board of Directors deem expedient and for the best interests of the Corporation. 6. To remove at any time, for cause or without cause, any officer or employee of the Corporation, or to confer such power on any committee or officer, provided, however, that any officer elected or appointed by the Board of Directors may be removed only by the affirmative vote of a majority of the Board of Directors then in office. 7. Without the assent or vote of the stockholders, to authorize and issue obligations of the Corporation, secured or unsecured, to include therein such provisions as to redeemability, convertibility or otherwise, as the Board of Directors may determine, and to authorize the mortgaging or pledging, as security therefor, of any property of the Corporation, real or personal, including after-acquired property. -9- 8. To set apart out of any funds of the Corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve or reserves, to make such other provisions, if any, as are deemed necessary or advisable for working capital, for additions, improvements and betterments to plant and equipment, for expansion of the Corporation's business (including the acquisition of real and personal property for that purpose) and for any other purposes of the Corporation, and from time to time to authorize the use of the surplus of the Corporation for the purpose of acquiring any of the capital stock of the Corporation. 9. From time to time, to offer for subscription, or otherwise to issue or sell, or to grant options for the subscription to or purchase of, any or all of the authorized stock of the Corporation not then issued or which may have been issued and reacquired as treasury stock by the Corporation, and any or all of any increased stock of any class that may hereafter be authorized, for such consideration (including the cancellation of accrued and unpaid dividends on outstanding preferred stock of the Corporation) as the Board of Directors may determine, without the assent or vote of the stockholders and at the time of such issue and sale, or at the time of granting of such options, to specify in dollars the part of the consideration received on such issue and sale which shall be capital, and which shall be surplus, respectively; provided, however, that as to any shares having a par value the amount of the part of such consideration so determined to be capital need be only equal to the aggregate par value of such shares. 10. Subject to the provisions of the statutes of the State of Delaware, to exercise any and all other powers, in addition to the powers expressly conferred by law and by this Certificate of Incorporation, which may be conferred upon it by the Corporation through appropriate By-law provisions. -10- EIGHTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said -11- application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation. NINTH: The Corporation shall have the power to indemnify any director, officer, employee or agent of the Corporation or any person who serves or has served at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the extent permitted by the General Corporation Law of the State of Delaware. TENTH: Both the stockholders and the directors shall have power to hold their meetings, if the By-laws so provide, and keep the books, documents, and papers of the Corporation, outside of the State of Delaware, and to have one or more offices within or without the State of Delaware, at such places as may be from time to time designated by the By-laws or by resolution of the stockholders or the directors, except as otherwise required by the laws of the State of Delaware. -12- ELEVENTH: If so determined by the Board of Directors, the Corporation may from time to time receive money or other property as a contribution to surplus, which contribution may consist of an undivided part of money or other property. Against any surplus there may be charged from time to time any losses incurred by the corporation or any items or debt or bond or stock discount and expense. Such surplus may also be reduced from time to time by dividends or by transfer to capital or to some other appropriate account, and the amount of capital may be increased from time to time by the capitalization of surplus or net profits without the issuance of additional shares. TWELFTH: The Corporation reserves the right to create any preferred or special stocks or to amend, alter change or repeal any provisions in this Certificate of Incorporation in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights and interests of the stockholders of the Corporation are granted subject to these reservations. THE UNDERSIGNED, being the incorporator hereinbefore named for the purpose of forming a corporation in pursuance of the General Corporation Law of the State of Delaware, does make this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly has hereunto set his hand, this 18th day of September, 1974. /s/ JOHN FITZSIMON ----------------------------- John FitzSimon -13- STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) BE IT REMEMBERED, that on this 18th day of September, 1974, personally came before me, a Notary Public for the State of New York, John FitzSimons, the party to the foregoing Certificate of Incorporation, known to me personally to be such, who acknowledged the said Certificate to be the act and deed of the signer and that the facts therein stated to be truly set forth. GIVEN under my hand and seal of office the day and year aforesaid. /s/ MARY A. TARANTINO --------------------------- Notary Public -14- EX-3.16 16 v92967a1exv3w16.txt EXHIBIT 3.16 EXHIBIT 3.16 BY-LAWS of BOYAR-SCHULTZ CORPORATION ARTICLE I Offices Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware, and the name of the registered agent in charge thereof is The Corporation Trust Company, 100 West Tenth Street, Wilmington, New Castle County, Delaware. Section 2. Other Offices. The Corporation may also have offices at such other places as the Board of Directors may determine from time to time, or the business of the Corporation may require. ARTICLE II Stockholders' Meetings Section 1. Place of Meetings. All meetings of stockholders for the election of directors shall be held in the City of New York, State of New York, at such place therein as the Board of Directors may designate, or at such other place, city and state as the Board of Directors may determine. All other meetings of the stockholders shall be held at such place or places within or without the State of Illinois as may from time to time be fixed by the Board of Directors and specified in the respective notices or waivers of notice of such meetings. Section 2. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly be brought before such meeting shall be held on the last Wednesday of February in each year or, if that day shall be a legal holiday, on the next succeeding business day not a legal holiday, at such hour as may be specified in the notice of such meeting. If the election of such directors shall not be held on the day designated herein for any such annual meeting, or, if held, shall result in a failure to elect such directors, the directors shall cause such meeting to be held as soon thereafter as convenient. Section 3. Special Meetings. Special Meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be held upon call of the President or any Vice-President or the Secretary, or the majority of the Board of Directors, and shall be called at any time by the President or any Vice-President or the Secretary upon the request of stockholders holding at least one-fourth of -2- the outstanding capital stock entitled to vote at such meeting. Section 4. Notice. Notice of the time and place of any meeting of stockholders shall be given by personally delivering or mailing written notice thereof not less than ten (10) nor more than fifty (50) days before such meeting, but meetings may be held without notice if all stockholders are present thereat, or if notice is waived by those not present. Notice of special meetings shall state the object or purposes thereof. Section 5. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite to, and shall constitute, a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute, by the Certificate of Incorporation or by these By-laws. If, however, a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At any such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might -3- have been transacted at the meeting as originally noticed; provided, however, that if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of such adjourned meeting shall be given in accordance with Article II, Section 4 of these By-laws. Section 6. Organization. At each meeting of the stockholders, the Chairman of the Board of Directors, or in his absence the President of the Corporation, shall act as Chairman of the meeting and preside thereat, and the Secretary or, in his absence, an Assistant Secretary or such other person whom the Chairman of the meeting shall appoint for such purposes, shall act as Secretary of such meeting and record the minutes thereof. Section 7. Voting. At any meeting of the stockholders every stockholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such stockholder. Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the Corporation. At all meetings of the stockholders the voting may be viva voce. Section 8. Judges of Election. In the case of any vote by ballot, the directors, or in the case of their failure to do so, the meeting, shall appoint two or more persons to act as judges. The Judges so appointed shall, before -4- entering upon the discharge of their duties, be sworn faithfully to execute the duties as such judges with strict impartiality and according to the best of their ability, and the oath so taken shall be subscribed by them. Section 9. Consent of Stockholders. To the extent permitted by law, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provision of law or of the Certificate of Incorporation or of these By-laws, the meeting and vote of stockholders may be dispensed with, if all of the stockholders who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken. ARTICLE III Directors Section 1. Powers. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws, the property, business and affairs of the Corporation shall be managed by the Board of Directors. Section 2. Number and Tenure. The Board of Directors shall be not less than three (3) nor more than nine (9) in number, as may be fixed from time to time by the Board of Directors, and the Board of Directors may increase or decrease the number of Directors at any time within said -5- limits, except as otherwise provided by the Certificate of Incorporation of the Corporation. Each director shall hold office until the next annual election and until his successor shall have been duly elected and shall have qualified, or until his prior death, resignation or removal. Directors need not be stockholders. The original Board of Directors shall consist of three (3) members. Section 3. Election of Directors. Except as otherwise provided by law or by the Certificate of Incorporation, at each meeting of stockholders for the election of directors at which a quorum shall be present, the persons receiving a plurality of the votes cast shall be elected directors. Section 4. Regular Meetings. The Board of Directors shall meet for the election of officers and for the transaction of any other business as soon as practicable after the annual meeting of stockholders, at such place as shall have been previously fixed for that purpose by resolution of the Board. Other regular meetings of the Board may be held at such times and places as the Board may from time to time determine. No notice of any such annual or regular meeting of the Board need be given. Section 5. Special Meetings. Special Meetings of the Board of Directors shall be held whenever called by the President, the Secretary or any two directors. Notice -6- of the time and place of any such special meeting of the Board of Directors shall be served personally upon each director or mailed, telegraphed or cabled to his address appearing upon the books of the Corporation at least two (2) days before the meeting. Notice of such special meetings need not be given to any director who is present thereat or who shall waive notice thereof in writing. Section 6. Action by Consent. Except as otherwise restricted by the Certificate of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if prior to such action a written consent thereto is signed by all the members of the Board or of such committee and such written consent is filed with the minutes of proceedings of the Board of Directors or of such committee. Section 7. Place of Meetings. Meetings of the Board of Directors may be held at such place or places within or without the State of Delaware as may be fixed by the Board or designated in the notice or waiver of notice of the meeting. Section 8. Quorum. A majority of the directors, (but in no case less than two directors) shall constitute a quorum for the transaction of business, but if, at any meeting of the Board, there be less than a quorum present, -7- a majority of the directors present may, without further notice, adjourn the same from time to time until a quorum shall attend. A majority of such quorum shall decide any questions that may come before the meeting. Section 9. Resignations. A resignation from the Board of Directors shall be deemed to take effect upon its receipt by the Corporation unless otherwise specified therein. Section 10. Vacancies. Vacancies in the Board of Directors from any cause, and newly created directorships resulting from any increase in the authorized number of directors, shall be filled by a majority of the remaining directors, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors shall be duly elected and qualify, unless sooner displaced; provided, however, that if the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of shares of the capital stock of the Corporation at the time outstanding having the right to vote for directors, an election to fill any such vacancy or vacancies or newly created directorships, or to replace the director or directors chosen by the directors then in office -8- as aforesaid may be held as provided in Section 223 of the General Corporation Law of the State of Delaware. Section 11. Removal. At any meeting of the directors called for the purpose, any director may, by resolution adopted by a majority of the whole Board, be removed from office with or without cause; and at any meeting of the stockholders called for the purpose at which a quorum shall be present, any director may, pursuant to a plurality of the number of votes cast by the stockholders present in person or represented by proxy, be removed from office with or without cause. Section 12. Compensation. Directors, as such, shall not receive any stated compensation for their services; but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting thereof. Nothing in this Section shall be construed to preclude a director from serving the Corporation in any other capacity and receiving a compensation therefor. Section 13. Committees. The Board of Directors, from time to time, by resolution adopted by a majority of the whole Board, may create such committee or committees of directors, consisting of two or more directors, for the purpose of advising with the Board in all such matters as the Board shall deem advisable and with such functions, -9- powers and duties as the Board shall prescribe. A majority of all the members of any such committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Each such committee shall serve at the pleasure of the Board, which shall have power at any time to change the members thereof to fill vacancies therein, and to discharge any such committee, with or without cause. ARTICLE IV Officers Section 1. Officers. The officers of the Corporation shall be chosen by the directors and shall be a Chairman of the Board, a President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors may also choose one or more Assistant Secretaries and Assistant Treasurers and such other subordinate officers as it deems advisable. Section 2. Election, Term, Vacancies, etc. The officers of the Corporation shall be chosen by the Board of Directors at the first meeting thereof following the annual meeting of the stockholders and shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time with or without cause by the affirmative vote of a majority of the whole Board of Directors; such removal, however, shall be without prejudice to the contract rights -10- of the person so removed. Any officer may resign at any time by giving written notice of his resignation to the Board of Directors or to the President or the Secretary. Such resignation shall take effect at the time specified therein, or if no time is so specified, at the time of receipt thereof. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors, in the manner prescribed by these By-laws for the regular election or appointment to such office. Section 3. Compensation. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors. Section 4. Powers. The officers of the Corporation shall have such powers and duties, except as modified by the Board of Directors, as generally pertain to their respective offices, as well as such powers and duties as from time to time shall be conferred by the Board of Directors. ARTICLE V Stock Section 1. Certificates. The certificates of stock of the Corporation shall be in such form and executed in such manner as may be prescribed by law and by the Board of Directors and shall be numbered and entered in the books of the Corporation as they are issued. They shall contain the -11- holder's name and the number of shares represented thereby and shall be signed by the President or a Vice-President and the Treasurer or an Assistant-Treasurer or the Secretary or an Assistant-Secretary. If such certificate is countersigned (1) by a transfer agent other than the Corporation or its employee, or (2) by a registrar other than the Corporation or its employee, the signatures of the officers of the Corporation may be facsimiles. Section 2. Transfer. Upon surrender to the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issuance, registration and transfer of certificates of stock, and may appoint Transfer Agents or Transfer Clerks and Registrars thereof. -12- Section 3. Lost or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of a certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representatives, to make affidavit of the fact of such loss, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. Section 4. Record Date. The Board of Directors may fix, in advance, a date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any meeting of stockholders or any adjournment thereof, or the date for payment of any dividend, or the date for any allotment of rights, or the date when any change, conversion or exchange of capital stock shall be effected, or the date when stockholders are entitled to express consent to any action -13- or to take any other lawful action, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting or entitled to receive payment of any such dividend or any such allotment of rights or to exercise rights with respect to any such change, conversion or exchange of capital stock, or to express consent or take such other action, and in such case only stockholders of record on the date so fixed shall be entitled to notice of, and to vote at, such meeting or to receive payment of such dividend or allotment of rights, or to exercise such rights or to express consent or take such other action, notwithstanding any transfer on the books of the Corporation after such record date. ARTICLE VI Notices Section 1. Manner of Notice. Whenever under the provisions of the statutes of the State of Delaware or of the Certificate of Incorporation or of these By-laws notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice; but such notice may be given in writing by mail by depositing the same in a post office or letter box in a postpaid, sealed wrapper, addressed to such director or stockholder at such address as appears on the books of the Corporation and such notice shall be deemed to be given at the time when the same shall be thus mailed. -14- Section 2. Waiver. Any notice required to be given under these By-laws may be waived by a writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein. Section 3. When Notice Unlawful. Whenever any notice is required to be given by the Certificate of Incorporation or these By-laws to any person, and communication with such person is then made unlawful by any statute or by any rule, regulation, order or proclamation issued thereunder, the giving of such notice to such person shall not be required, and the Corporation shall be under no duty to apply for a license or permit for the giving of any such notice. ARTICLE VII Depositaries The Board of Directors is authorized to select such depositaries as it shall deem proper for the funds of the Corporation. The Board of Directors shall determine who shall be authorized in the Corporation's behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and other documents. -15- ARTICLE VIII Books, Inspection, Etc. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name, shall be prepared and made available for the inspection of stockholders, for any purpose germane to the meeting, at the place of such meeting, or in such other place within the city where the meeting is to be held as shall be specified in the notice of the meeting, for ten days before any such meeting and shall be produced and kept open at the meeting during the whole time thereof. Unless authorized by resolution of the Board of Directors, no stockholder shall have the right to examine the accounts or books of the Corporation (other than the stock ledger) except as such right may be specifically conferred by the laws of the State of Delaware or by these By-laws. ARTICLE IX Fiscal Year The Fiscal year of the Corporation shall end on the 31st day of October in each year, or otherwise, as the Board of Directors may determine. -16- ARTICLE X Seal The Board of Directors shall provide a suitable seal, having inscribed thereon the name of the Corporation, the year of incorporation and such other appropriate legend as may from time to time be determined by the Board. If deemed advisable by the Board of Directors, a duplicate seal or duplicate seals may be provided and kept for the necessary purposes of the Corporation. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced. ARTICLE XI Amendments These By-laws may be altered, repealed or amended at any regular meeting of the stockholders, or at any special meeting of the stockholders at which a quorum is present or represented, provided that notice of the proposed alteration or repeal be contained in the notice of such special meeting, by the affirmative vote of a majority of the stock entitled to vote at any such special meeting and present or represented thereat, or by the affirmative vote of a majority of the Board of Directors at any regular meeting of the Board, or at any special meeting of the Board, if notice of the proposed alteration or repeal be contained in the notice of such special meeting. -17- EX-3.17 17 v92967a1exv3w17.txt EXHBIT 3.17 EXHIBIT 3.17 CERTIFICATE OF INCORPORATION OF BVR TECHNOLOGIES CO. The undersigned, as incorporator of a corporation under the General Corporation Law of Delaware, adopts the following Certificate of Incorporation: ARTICLE 1. NAME The name of this corporation is BVR Technologies Co. ARTICLE 2. REGISTERED OFFICE AND AGENT The address of the registered office of this corporation in Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, State of Delaware 19801, and the name of its registered agent at such address is The Corporation Trust Company. ARTICLE 3. PURPOSE The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE 4. SHARES The total authorized stock of this corporation shall consist of 3,000 shares of common stock having a par value of $.001 per share. ARTICLE 5. DIRECTORS The number of Directors of this corporation shall be determined in the manner provided by the Bylaws and may be increased or decreased from time to time in the manner provided therein. ARTICLE 6. ELECTION OF DIRECTORS Written ballots are not required in the election of Directors. ARTICLE 7. BYLAWS The Board of Directors shall have the power to adopt, amend or repeal the Bylaws for this corporation, subject to the power of the stockholders to amend or repeal such Bylaws. The stockholders shall also have the power to adopt, amend or repeal the Bylaws for this corporation. ARTICLE 8. NO PREEMPTIVE RIGHTS Preemptive rights shall not exist with respect to shares of stock or securities convertible into shares of stock of this corporation. ARTICLE 9. NO CUMULATIVE VOTING The right to cumulate votes in the election of Directors shall not exist with respect to shares of stock of this corporation. ARTICLE 10. AMENDMENTS TO CERTIFICATE OF INCORPORATION This corporation reserves the right to amend or repeal any of the provisions contained in this Certificate of Incorporation in any manner now or hereafter permitted by law, and the rights of the stockholders of this corporation are granted subject to this reservation. ARTICLE 11. LIMITATION OF DIRECTOR LIABILITY To the full extent that the Delaware General Corporation Law, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors, a Director of this corporation shall not be liable to this corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director. Any amendment to or repeal of this Article shall not adversely affect any right or protection of a Director of this corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment or repeal. ARTICLE 12. ACTION BY STOCKHOLDERS WITHOUT A MEETING Any action that could be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a written consent setting forth the action taken is signed by all of the stockholders entitled to vote with respect to the subject matter thereof. -2- ARTICLE 13. INCORPORATOR The name and mailing address of the incorporator are as follows: Troy Hickman 1201 Third Avenue, Suite 4800 Seattle WA 98101-3099 /s/ Troy Hickman ------------------------------------ Troy Hickman, Incorporator -3- EX-3.18 18 v92967a1exv3w18.txt EXHIBIT 3.18 EXHIBIT 3.18 BYLAWS OF BVR TECHNOLOGIES CO. Originally adopted on November 7, 2002. Amendments are listed on p. i AMENDMENTS
Date of Section Effect of Amendment Amendment - ------- ------------------- ---------
BYLAWS -i- CONTENTS SECTION 1. DEFINITIONS................................................................................. 1 SECTION 2. STOCKHOLDERS................................................................................ 1 2.1 Annual Meeting........................................................................ 1 2.2 Special Meetings...................................................................... 1 2.3 Date, Time and Place of Meeting....................................................... 2 2.3.1 Determination of Date, Time and Place of Meeting............................. 2 2.3.2 Meetings Held by Remote Communication........................................ 2 2.4 Notice of Meeting..................................................................... 2 2.4.1 Notice Requirements.......................................................... 2 2.4.2 Notice....................................................................... 3 2.4.3 Notice of Adjourned Meeting.................................................. 3 2.4.4 Notice of Special Meeting Called by Stockholders............................. 3 2.5 Waiver of Notice...................................................................... 4 2.5.1 Waiver in Writing............................................................ 4 2.5.2 Waiver by Attendance......................................................... 4 2.6 Fixing of Record Date for Determining Stockholders.................................... 4 2.6.1 Record Date for Meetings..................................................... 4 2.6.2 Record Date for Consent to Corporate Action Without a Meeting................ 4 2.6.3 Record Date for Dividends, Distributions and Other Rights.................... 5 2.7 Voting List........................................................................... 5 2.8 Quorum................................................................................ 6 2.9 Manner of Acting...................................................................... 6 2.9.1 Matters Other than the Election of Directors................................. 6 2.9.2 Election of Directors........................................................ 6 2.10 Proxies............................................................................... 6 2.10.1 Appointment of Proxies....................................................... 6 2.10.2 Delivery of Proxies to Corporation; Duration................................. 7 2.11 Voting of Shares...................................................................... 7 2.12 Voting for Directors.................................................................. 7 2.13 Action by Stockholders Without a Meeting.............................................. 8 2.13.1 Procedure for Consent Action of Stockholders................................. 8 2.13.2 Delivery of Consent to Corporation........................................... 8 2.13.3 Effectiveness of Consent to Take Corporate Action............................ 9 2.13.4 Use of Reproduced Consents................................................... 9 SECTION 3. BOARD OF DIRECTORS.......................................................................... 9 3.1 General Powers........................................................................ 9 3.2 Number and Tenure..................................................................... 9 3.3 Regular Meetings...................................................................... 10 3.4 Special Meetings...................................................................... 10

BYLAWS -ii- 3.5 Meetings by Communication Equipment................................................... 10 3.6 Notice of Special Meetings............................................................ 10 3.6.1 Oral Notice.................................................................. 10 3.6.2 Notice by Mail............................................................... 10 3.6.3 Personal Notice.............................................................. 10 3.6.4 Notice by Private Carrier.................................................... 11 3.6.5 Facsimile Notice............................................................. 11 3.6.6 Notice by Electronic Transmission............................................ 11 3.7 Waiver of Notice...................................................................... 11 3.7.1 Waiver in Writing or by Electronic Transmission.............................. 11 3.7.2 Waiver by Attendance......................................................... 11 3.8 Quorum................................................................................ 11 3.8.1 Board of Directors........................................................... 11 3.8.1 Committees................................................................... 12 3.9 Manner of Acting...................................................................... 12 3.10 Presumption of Assent................................................................. 12 3.11 Action by Board or Committees Without a Meeting....................................... 12 3.12 Resignation of Directors and Committee Members........................................ 12 3.13 Removal of Directors and Committee Members............................................ 13 3.13.1 Removal of Directors......................................................... 13 3.13.2 Removal of Committee Members................................................. 13 3.14 Vacancies............................................................................. 13 3.15 Committees............................................................................ 13 3.15.1 Creation of Committees....................................................... 13 3.15.2 Authority of Committees...................................................... 13 3.15.3 Minutes of Meetings.......................................................... 14 3.16 Compensation of Directors and Committee Members....................................... 14 SECTION 4. OFFICERS.................................................................................... 14 4.1 Number of Officers.................................................................... 14 4.2 Resignation of Officers............................................................... 14 4.3 Removal of Officers................................................................... 15 4.4 Vacancies............................................................................. 15 4.5 Chairperson of the Board.............................................................. 15 4.6 President............................................................................. 15 4.7 Vice President........................................................................ 15 4.8 Secretary............................................................................. 15 4.9 Treasurer............................................................................. 16 4.10 Salaries.............................................................................. 16 SECTION 5. CERTIFICATES FOR SHARES AND THEIR TRANSFER.................................................. 16 5.1 Issuance of Shares.................................................................... 16 5.2 Certificates for Shares............................................................... 16 5.3 Uncertificated Shares................................................................. 17 5.4 Stock Records......................................................................... 17

BYLAWS -iii- 5.5 Restriction on Transfer............................................................... 17 5.6 Transfer of Shares.................................................................... 18 5.7 Lost or Destroyed Certificates........................................................ 18 SECTION 6. INDEMNIFICATION............................................................................. 18 6.1 Right to Indemnification.............................................................. 18 6.2 Right of Indemnitee to Bring Suit..................................................... 19 6.3 Nonexclusivity of Rights.............................................................. 19 6.4 Insurance, Contracts and Funding...................................................... 20 6.5 Indemnification of Employees and Agents of the Corporation............................ 20 6.6 Persons Serving Other Entities........................................................ 20 SECTION 7. GENERAL MATTERS............................................................................. 20 7.1 Accounting Year....................................................................... 20 7.2 Amendment or Repeal of Bylaws......................................................... 21 7.3 Books and Records..................................................................... 21 7.4 Contracts, Loans, Checks and Deposits................................................. 21 7.4.1 Contracts.................................................................... 21 7.4.2 Loans to the Corporation..................................................... 21 7.4.3 Checks, Drafts, Etc.......................................................... 21 7.4.4 Deposits..................................................................... 21 7.5 Corporate Seal........................................................................ 21

BYLAWS -iv- BYLAWS OF BVR TECHNOLOGIES CO. SECTION 1. DEFINITIONS As used in these Bylaws, the following terms shall have the following meanings: a "Board" shall mean the Board of Directors of the corporation. b "Certificate of Incorporation" shall mean the corporation's Certificate of Incorporation and all amendments as filed with the Delaware Secretary of State. c "Delaware General Corporation Law" shall mean the General Corporation Law of the State of Delaware, as now or hereafter amended. d "Electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. SECTION 2. STOCKHOLDERS 2.1 ANNUAL MEETING The annual meeting of the stockholders shall be held each year within 90 to 180 days after the fiscal year end of the corporation at a date, time and location determined by resolution of the Board for the purpose of electing Directors and transacting such other business as may properly come before the meeting. If the annual meeting is not held on the date designated therefor, the Board shall cause the meeting to be held on such other date as may be convenient. 2.2 SPECIAL MEETINGS The Chairperson of the Board, the President or the Board may call special meetings of the stockholders for any purpose. Holders of not less than one-tenth of all the outstanding shares of the corporation entitled to vote at the meeting may call special meetings of the stockholders for any purpose by giving written notice to the corporation as specified in subsection 2.4.4 of these Bylaws. BYLAWS 2.3 DATE, TIME AND PLACE OF MEETING 2.3.1 DETERMINATION OF DATE, TIME AND PLACE OF MEETING Except as otherwise provided in these Bylaws, all meetings of stockholders, including those held pursuant to demand by stockholders, shall be held on such date and at such time and place designated by or at the direction of the Board. The Board may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication. 2.3.2 MEETINGS HELD BY REMOTE COMMUNICATION If authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication, participate in a meeting of stockholders and be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (ii) the corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation. 2.4 NOTICE OF MEETING 2.4.1 NOTICE REQUIREMENTS Written notice stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given by or at the direction of the Board, the Chairperson of the Board, the President, the Secretary or stockholders calling an annual or special meeting of stockholders as provided for in these Bylaws. Such notice shall be given to each stockholder entitled to vote at the meeting not less than 10 or more than 60 days before the date of the meeting, except that notice of a meeting to act on a plan of merger or consolidation, or on the sale, lease or exchange of all or substantially all of the corporation's property and assets, including its goodwill and corporate franchises, shall be given not less than 20 or more than 60 days before the date of the meeting. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated in such affidavit. -2- 2.4.2 NOTICE (a) NOTICE BY MAIL. If such notice is mailed, it shall be deemed given when deposited in the official government mail properly addressed to the stockholder at such stockholder's address as it appears on the stock records of the corporation with postage prepaid. (b) NOTICE BY ELECTRONIC TRANSMISSION. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of these Bylaws, the Certificate of Incorporation or the Delaware General Corporation Law, shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent and such inability becomes known to the Secretary or an Assistant Secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given pursuant to this section shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of such posting and the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder. 2.4.3 NOTICE OF ADJOURNED MEETING If an annual or special meeting of stockholders is adjourned to a different date, time or place, notice need not be given of the adjourned meeting if the time, place, if any, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment was taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting. 2.4.4 NOTICE OF SPECIAL MEETING CALLED BY STOCKHOLDERS Upon written request of stockholders in accordance with Section 2.2 of these Bylaws, the stockholders may request that the corporation call a special meeting of stockholders. Within 60 days of such a request, it shall be the duty of the Secretary to give notice of a special meeting of stockholders to be held on such date and at such place and hour as the Secretary may fix. -3- 2.5 WAIVER OF NOTICE 2.5.1 WAIVER IN WRITING Whenever any notice is required to be given to any stockholder under the provisions of these Bylaws, the Certificate of Incorporation or the Delaware General Corporation Law, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the date and time of the meeting, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission. 2.5.2 WAIVER BY ATTENDANCE The attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when a stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. 2.6 FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS 2.6.1 RECORD DATE FOR MEETINGS For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment of such meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall be not more than 60 (or the maximum number permitted by applicable law) or less than 10 days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at the meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. 2.6.2 RECORD DATE FOR CONSENT TO CORPORATE ACTION WITHOUT A MEETING (a) RECORD DATE FIXED BY THE BOARD. For the purpose of determining stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than 10 days (or the maximum number of days permitted by applicable law) after the date upon which the resolution fixing the record date is adopted by the Board. -4- (b) RECORD DATE NOT FIXED BY THE BOARD. If no record date has been fixed by the Board and no prior action by the Board is required by Chapter 1 of the Delaware General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required by Chapter 1 of the Delaware General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action. 2.6.3 RECORD DATE FOR DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS For the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days (or the maximum number of days permitted by applicable law) prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. 2.7 VOTING LIST The officer who has charge of the stock ledger of a corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this section shall require the corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting -5- during the whole time of the meeting, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. 2.8 QUORUM A majority of the outstanding shares of the corporation entitled to vote, present in person or represented by proxy at the meeting, shall constitute a quorum at a meeting of the stockholders; provided, that where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy at the meeting, shall constitute a quorum entitled to take action with respect to that vote on that matter. If less than a quorum of the outstanding shares entitled to vote are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice if the new date, time and place is announced at the meeting before adjournment. Any business may be transacted at a reconvened meeting that might have been transacted at the meeting as originally called, provided a quorum is present or represented at such meeting. Once a share is represented for any purpose at a meeting other than solely to object to holding the meeting or transacting business, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment (unless a new record date is or must be set for the adjourned meeting) notwithstanding the withdrawal of enough stockholders to leave less than a quorum. 2.9 MANNER OF ACTING 2.9.1 MATTERS OTHER THAN THE ELECTION OF DIRECTORS If a quorum is present, action on a matter other than the election of Directors shall be approved if the votes cast in favor of the action by the shares entitled to vote and be counted collectively upon such matter exceed the votes cast against such action by the shares entitled to vote and be counted collectively thereon, unless the Certificate of Incorporation or the Delaware General Corporation Law requires a greater number of affirmative votes. 2.9.2 ELECTION OF DIRECTORS Directors shall be elected in the manner set forth in Section 2.12 of these Bylaws. 2.10 PROXIES 2.10.1 APPOINTMENT OF PROXIES Each stockholder entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or -6- persons to act for such stockholder by proxy. Such authorization may be granted in writing or by electronic transmission as set forth below. (a) AUTHORIZATION IN WRITING. A stockholder may execute a writing authorizing another person or persons to act for such stockholder by proxy. Execution may be accomplished by the stockholder or such stockholder's authorized officer, director, employee or agent signing such writing or causing such stockholder's signature to be affixed to such writing by any reasonable means, including facsimile signature. (b) AUTHORIZATION BY ELECTRONIC TRANSMISSION. A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the intended holder of the proxy or to a proxy solicitation firm, proxy support service or similar agent duly authorized by the intended proxy holder to receive such transmission; provided, that any such telegram, cablegram or other electronic transmission must either set forth or be accompanied by information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission by which a stockholder has authorized another person to act as proxy for such stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. 2.10.2 DELIVERY OF PROXIES TO CORPORATION; DURATION A proxy shall be filed with the Secretary before or at the time of the meeting or the delivery to the corporation of the consent to corporate action in writing. A proxy shall become invalid three years after the date of its execution unless otherwise provided in the proxy. A proxy with respect to a specified meeting shall entitle the proxy holder to vote at any reconvened meeting following adjournment of such meeting but shall not be valid after the final adjournment of the meeting. 2.11 VOTING OF SHARES Unless otherwise provided in the Certificate of Incorporation or in Section 2.12, each outstanding share entitled to vote with respect to the subject matter of an issue submitted to a meeting of stockholders shall be entitled to one vote upon each such issue. 2.12 VOTING FOR DIRECTORS Each stockholder entitled to vote at an election of Directors may vote, in person or by proxy, the number of shares owned by such stockholder for as many persons as there are Directors to be elected and for whose election such stockholder has a right to vote, or if the -7- Certificate of Incorporation provides for cumulative voting, each stockholder may cumulate such stockholder's votes by distributing among one or more candidates as many votes as are equal to the number of such Directors multiplied by the number of such stockholder's shares. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of Directors. 2.13 ACTION BY STOCKHOLDERS WITHOUT A MEETING 2.13.1 PROCEDURE FOR CONSENT ACTION OF STOCKHOLDERS (a) GENERAL REQUIREMENTS FOR CONSENTS. Any action that could be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be (a) signed by all stockholders entitled to vote with respect to the subject matter thereof (as determined in accordance with subsection 2.6.2 of these Bylaws), and (b) delivered to the corporation. (b) REQUIREMENTS FOR ELECTRONIC TRANSMISSION. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (ii) the date on which such stockholder or proxy holder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. 2.13.2 DELIVERY OF CONSENT TO CORPORATION (a) GENERAL REQUIREMENTS FOR DELIVERY. An executed consent may be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the records of proceedings of meetings of stockholders. Delivery made to the corporation's registered office shall be by hand or by certified mail or registered mail, return receipt requested. (b) DELIVERY REQUIREMENTS FOR ELECTRONIC TRANSMISSION. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's -8- registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board. 2.13.3 EFFECTIVENESS OF CONSENT TO TAKE CORPORATE ACTION Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to in such consent unless written consents signed by the requisite number of stockholders entitled to vote with respect to the subject matter thereof are delivered to the corporation, in the manner required by this Section, within 60 days (or the maximum number of days permitted by applicable law) of the earliest dated consent delivered to the corporation in the manner required by this Section. Any such consent shall be inserted in the minute book as if it were the minutes of a meeting of the stockholders. 2.13.4 USE OF REPRODUCED CONSENTS Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. SECTION 3. BOARD OF DIRECTORS 3.1 GENERAL POWERS The business and affairs of the corporation shall be managed by or under the direction of the Board. 3.2 NUMBER AND TENURE The Board shall be composed of not less than one or more than five Directors, the specific number to be set by resolution of the Board or the stockholders. The number of Directors may be changed from time to time by amendment to these Bylaws, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Unless a Director resigns or is removed, his or her term of office shall expire at the next annual meeting of stockholders; provided, however, that a Director shall continue to serve until his or her successor is elected or until there is a decrease in the authorized number of Directors. Directors need not be stockholders of the corporation or residents of the State of Delaware and need not meet any other qualifications. -9- 3.3 REGULAR MEETINGS By resolution, the Board, or any committee designated by the Board, may specify the time and place for holding regular meetings without notice other than such resolution. 3.4 SPECIAL MEETINGS Special meetings of the Board or any committee designated by the Board may be called by or at the request of the Chairperson of the Board, the President, the Secretary or, in the case of special Board meetings, any one Director and, in the case of any special meeting of any committee appointed by the Board, by its Chairperson. The person or persons authorized to call special meetings may fix any place for holding any special Board or committee meeting called by them. 3.5 MEETINGS BY COMMUNICATION EQUIPMENT Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting. 3.6 NOTICE OF SPECIAL MEETINGS Notice of a special Board or committee meeting stating the place, date and hour of the meeting shall be given to a Director in writing or orally. Neither the business to be transacted at nor the purpose of any special meeting need be specified in the notice of such meeting. 3.6.1 ORAL NOTICE If notice is given orally, by telephone or in person, the notice shall be personally given to the Director at least two days before the meeting. 3.6.2 NOTICE BY MAIL If notice is given by mail, the notice shall be deposited in the official government mail at least five days before the meeting, properly addressed to a Director at his or her address shown on the records of the corporation, with postage thereon prepaid. 3.6.3 PERSONAL NOTICE If notice is given by personal delivery, the notice shall be delivered to a Director at least two days before the meeting. -10- 3.6.4 NOTICE BY PRIVATE CARRIER If notice is given by private carrier, the notice shall be dispatched to a Director at his or her address shown on the records of the corporation at least three days before the meeting. 3.6.5 FACSIMILE NOTICE If notice is given by wire or wireless equipment that transmits a facsimile of the notice, the notice shall be dispatched at least two days before the meeting to a Director at his or her telephone number or other number appearing on the records of the corporation. 3.6.6 NOTICE BY ELECTRONIC TRANSMISSION If notice is given by electronic mail or another form of electronic transmission, the notice shall be dispatched at least two days before the meeting to a Director at his or her electronic mail address provided by the Director. 3.7 WAIVER OF NOTICE 3.7.1 WAIVER IN WRITING OR BY ELECTRONIC TRANSMISSION Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Certificate of Incorporation or the Delaware General Corporation Law, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the date and time of the meeting, shall be deemed equivalent to notice. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board or any committee appointed by the Board need be specified in any written waiver of notice or any waiver by electronic transmission. 3.7.2 WAIVER BY ATTENDANCE The attendance of a Director at a Board or committee meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. 3.8 QUORUM 3.8.1 BOARD OF DIRECTORS A majority of the total number of Directors fixed by or in the manner provided in these Bylaws shall constitute a quorum for the transaction of business at any Board meeting. If less than a quorum are present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. -11- 3.8.1 COMMITTEES A majority of the number of Directors composing any committee of the Board, as established and fixed by resolution of the Board, shall constitute a quorum for the transaction of business at any meeting of such committee but, if less than a quorum are present at a meeting, a majority of such Directors present may adjourn the meeting from time to time without further notice. 3.9 MANNER OF ACTING The act of the majority of the Directors present at a Board or committee meeting at which there is a quorum shall be the act of the Board or committee, unless the vote of a greater number is required by these Bylaws, the Certificate of Incorporation or the Delaware General Corporation Law. 3.10 PRESUMPTION OF ASSENT A Director of the corporation who is present at a Board or committee meeting at which any action is taken shall be deemed to have assented to the action taken unless (a) the Director objects at the beginning of the meeting, or promptly upon his or her arrival, to holding the meeting or transacting any business at such meeting, (b) the Director's dissent or abstention from the action taken is entered in the minutes of the meeting, or (c) the Director delivers written notice of the Director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation within a reasonable time after adjournment of the meeting. The right of dissent or abstention is not available to a Director who votes in favor of the action taken. 3.11 ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING Any action required or permitted to be taken at any meeting of the Board or of any committee designated by the Board may be taken without a meeting if all the members of the Board or committee consent thereto in writing or by electronic transmission and such writings or electronic transmissions are filed with the minutes of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Action taken by written consent of Directors without a meeting is effective when the last Director signs the consent. 3.12 RESIGNATION OF DIRECTORS AND COMMITTEE MEMBERS Any Director may resign from the Board or any committee of the Board at any time by giving notice in writing or by electronic transmission to the Chairperson of the Board or the President. Any such resignation is effective upon delivery unless the notice of resignation specifies a later effective date and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. -12- 3.13 REMOVAL OF DIRECTORS AND COMMITTEE MEMBERS 3.13.1 REMOVAL OF DIRECTORS (a) GENERAL REQUIREMENTS. At a meeting of stockholders called expressly for that purpose, one or more members of the Board (including the entire Board) may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote on the election of Directors. (b) CUMULATIVE VOTING. If the Certificate of Incorporation provides for cumulative voting in the election of Directors and if less than the entire Board is to be removed, no Director may be removed without cause if the votes cast against his or her removal would be sufficient to elect such Director if then cumulatively voted at an election of the entire Board. 3.13.2 REMOVAL OF COMMITTEE MEMBERS The Board may remove from office any member of any committee elected or appointed by the Board. 3.14 VACANCIES Any vacancy occurring on the Board may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board. 3.15 COMMITTEES 3.15.1 CREATION OF COMMITTEES The Board may designate standing or temporary committees, each committee to consist of one or more Directors of the corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. 3.15.2 AUTHORITY OF COMMITTEES Any such committee, to the extent provided in the resolution of the Board establishing such committee or as otherwise provided in these Bylaws, shall have and may exercise all the -13- powers and authority of the Board in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that require it, but no such committee shall have the power or authority in reference to (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) amending these Bylaws. 3.15.3 MINUTES OF MEETINGS All committees so designated shall keep regular minutes of their meetings and shall cause them to be recorded in books kept for that purpose. 3.16 COMPENSATION OF DIRECTORS AND COMMITTEE MEMBERS By Board resolution, Directors and committee members may be paid their expenses, if any, of attendance at each Board or committee meeting, a fixed sum for attendance at each Board or committee meeting or a stated salary as Director or a committee member, and such other compensation as the Board may determine. No such payment shall preclude any Director or committee member from serving the corporation in any other capacity and receiving compensation therefor. SECTION 4. OFFICERS 4.1 NUMBER OF OFFICERS The officers of the corporation shall be those officers elected from time to time by the Board or appointed by any other officer empowered to do so. The Board shall have sole power and authority to elect executive officers and shall have the authority to elect any other officers and to prescribe the respective terms of office, authority and duties of any such executive officers or other officers. As used in these Bylaws, the term "executive officer" shall mean the President, any Vice President in charge of a principal business unit, division or function or any other officer who performs a policy-making function. The Board may delegate to any executive officer the power to appoint any subordinate officers and to prescribe their respective terms of office, authority and duties. Any two or more offices may be held by the same person. Unless an officer dies, resigns or is removed from office, he or she shall hold office until his or her successor is elected. 4.2 RESIGNATION OF OFFICERS Any officer may resign at any time by delivering written notice to the Chairperson of the Board, the President, a Vice President, the Secretary or the Board. Any such resignation shall take effect at the time specified or, if the time is not specified, upon delivery and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. -14- 4.3 REMOVAL OF OFFICERS Any officer may be removed by the Board at any time, with or without cause. An officer or assistant officer, if appointed by another officer, may be removed by any officer authorized to appoint officers or assistant officers. 4.4 VACANCIES A vacancy in any office because of death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board or by any officer granted authority by these Bylaws to appoint a person to such office. 4.5 CHAIRPERSON OF THE BOARD If elected, the Chairperson of the Board shall perform such duties as shall be assigned to him or her by the Board from time to time, and shall preside over meetings of the Board and stockholders unless another officer is appointed or designated by the Board as Chairperson of such meetings. 4.6 PRESIDENT The President shall be the chief executive officer of the corporation unless some other officer is so designated by the Board, shall preside over meetings of the Board and stockholders in the absence of a Chairperson of the Board and, subject to the Board's control, shall supervise and control all the assets, business and affairs of the corporation. In general, the President shall perform all duties incident to the office of President and such other duties as are prescribed by the Board from time to time. If no Secretary has been elected or appointed, the President shall have responsibility for the preparation of minutes of meetings of the Board and stockholders and for authentication of the records of the corporation. 4.7 VICE PRESIDENT In the event of the death of the President, or his or her inability to act, or a vacancy in the office of the President, the Vice President, if elected, or if there is more than one Vice President, the Vice President who was designated by the Board as the successor to the President, or if no Vice President is so designated, the Vice President first elected to such office, shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or by or at the direction of the Board. 4.8 SECRETARY If elected, the Secretary shall be responsible for preparation of minutes of meetings of the Board and stockholders, maintenance of the corporation's records and stock registers, and -15- authentication of the corporation's records and shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by or at the direction of the Board. In the absence of the Secretary, an Assistant Secretary may perform the duties of the Secretary. 4.9 TREASURER If elected, the Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws, sign certificates for shares of the corporation, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by or at the direction of the Board. In the absence of the Treasurer, an Assistant Treasurer may perform the duties of the Treasurer. 4.10 SALARIES The salaries of the officers shall be fixed from time to time by the Board or by any person or persons to whom the Board has delegated such authority. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the corporation. SECTION 5. CERTIFICATES FOR SHARES AND THEIR TRANSFER 5.1 ISSUANCE OF SHARES No shares of the corporation shall be issued unless authorized by the Board, which authorization shall include the maximum number of shares to be issued and the consideration to be received for each share. 5.2 CERTIFICATES FOR SHARES Certificates representing shares of the corporation shall be signed by the Chairperson of the Board or a Vice Chairperson of the Board, if any, or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, any of whose signatures may be a facsimile. The Board may in its discretion appoint responsible banks or trust companies from time to time to act as transfer agents and registrars of the stock of the corporation; and, when such appointments shall have been made, no stock certificate shall be valid until countersigned by one of such transfer agents and registered by one of such registrars. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person was such officer, transfer agent or registrar at the date of -16- issue. All certificates shall include on their face written notice of any restrictions that may be imposed on the transferability of such shares and shall be consecutively numbered or otherwise identified. 5.3 UNCERTIFICATED SHARES The Board may provide by resolution or resolutions that some or all of any or all classes or series of the corporation's stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the Board, upon request, every holder of uncertificated shares shall be entitled to have a certificate. Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the stockholder a complete written statement of the information required on certificates by applicable Delaware law. 5.4 STOCK RECORDS The stock transfer books shall be kept at the principal place of business of the corporation or at the office of the corporation's transfer agent or registrar. The name and address of each person to whom certificates for shares are issued, together with the class and number of shares represented by each such certificate and the date of issue of such certificate, shall be entered on the stock transfer books of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner for all purposes. 5.5 RESTRICTION ON TRANSFER Except to the extent that the corporation has obtained an opinion of counsel acceptable to the corporation that transfer restrictions are not required under applicable securities laws, or has otherwise satisfied itself that such transfer restrictions are not required, all certificates representing shares of the corporation shall bear a legend on the face of the certificate, or on the reverse of the certificate if a reference to the legend is contained on the face, that reads substantially as follows or that substantially effects the same purpose: The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or applicable state securities laws, and no interest may be sold, distributed, assigned, offered, pledged or otherwise transferred unless (a) there is an effective registration statement under the Act and applicable state securities laws covering any such transaction involving said securities, (b) this corporation receives an opinion of legal counsel for the holder of these securities satisfactory to this corporation stating that such transaction is exempt from registration, or (c) this corporation otherwise satisfies itself that such transaction is exempt from registration. -17- 5.6 TRANSFER OF SHARES The transfer of shares of the corporation shall be made only on the stock transfer books of the corporation pursuant to authorization or document of transfer made by the holder of record or by such holder's legal representative, who shall furnish proper evidence of authority to transfer, or by such holder's attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificates for a like number of shares shall have been surrendered and canceled. 5.7 LOST OR DESTROYED CERTIFICATES In the case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board may prescribe. SECTION 6. INDEMNIFICATION 6.1 RIGHT TO INDEMNIFICATION Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a Director or officer of the corporation or that, being or having been such a Director or officer or an employee of the corporation, he or she is or was serving at the request of the corporation as a Director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as such a Director, officer, employee or agent or in any other capacity while serving as such a Director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the full extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than permitted prior thereto), or by other applicable law as then in effect, against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators; provided, however, that except as provided in subsection 6.2 of these Bylaws with respect to proceedings seeking to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or ratified by the Board. The right to indemnification conferred in this subsection shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in -18- advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a Director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this subsection or otherwise. 6.2 RIGHT OF INDEMNITEE TO BRING SUIT If a claim under subsection 6.1 of these Bylaws is not paid in full by the corporation within 60 days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. The indemnitee shall be presumed to be entitled to indemnification under this Section upon submission of a written claim (and, in an action brought to enforce a claim for an advancement of expenses, where the required undertaking, if any is required, has been tendered to the corporation), and thereafter the corporation shall have the burden of proof to overcome the presumption that the indemnitee is not so entitled. Neither the failure of the corporation (including its Board, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances nor an actual determination by the corporation (including its Board, independent legal counsel or its stockholders) that the indemnitee is not entitled to indemnification shall be a defense to the suit or create a presumption that the indemnitee is not so entitled. 6.3 NONEXCLUSIVITY OF RIGHTS The rights to indemnification and to the advancement of expenses conferred in this Section shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, agreement, vote of stockholders or disinterested Directors, provisions of the Certificate of Incorporation or these Bylaws or otherwise. Notwithstanding any amendment to or repeal of this Section, or of any amendment or repeal of any of the procedures that may be established by the Board pursuant to this Section, any indemnitee shall be entitled to indemnification in accordance with the provisions of these Bylaws and such procedures with respect to any acts or omissions of such indemnitee occurring prior to such amendment or repeal. -19- 6.4 INSURANCE, CONTRACTS AND FUNDING The corporation may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. The corporation, without further stockholder approval, may enter into contracts with any Director, officer, employee or agent in furtherance of the provisions of this Section and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Section. 6.5 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION The corporation may, by action of the Board, grant rights to indemnification and advancement of expenses to employees or agents or groups of employees or agents of the corporation with the same scope and effect as the provisions of this Section with respect to the indemnification and advancement of expenses of Directors and officers of the corporation; provided, however, that an undertaking shall be made by an employee or agent only if required by the Board. 6.6 PERSONS SERVING OTHER ENTITIES Any person who is or was a Director, officer or employee of the corporation who is or was serving (a) as a Director or officer of another corporation of which a majority of the shares entitled to vote in the election of its Directors is held by the corporation or (b) in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the corporation or a wholly owned subsidiary of the corporation is a general partner or has a majority ownership shall be deemed to be so serving at the request of the corporation and entitled to indemnification and advancement of expenses under subsection 6.1 of these Bylaws. SECTION 7. GENERAL MATTERS 7.1 ACCOUNTING YEAR The accounting year of the corporation shall be the twelve months ending on the last Friday of October in each year, provided that if a different accounting year is at any time selected for purposes of federal income taxes or any other purpose, the accounting year shall be the year so selected. -20- 7.2 AMENDMENT OR REPEAL OF BYLAWS These Bylaws may be amended or repealed and new Bylaws may be adopted by the Board. The stockholders may also amend and repeal these Bylaws or adopt new Bylaws. All Bylaws made by the Board may be amended or repealed by the stockholders. 7.3 BOOKS AND RECORDS The corporation shall keep correct and complete books and records of account, stock transfer books, minutes of the proceedings of its stockholders and Board and such other records as may be necessary or advisable. 7.4 CONTRACTS, LOANS, CHECKS AND DEPOSITS 7.4.1 CONTRACTS The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. 7.4.2 LOANS TO THE CORPORATION No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances. 7.4.3 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, or agent or agents, of the corporation and in such manner as is from time to time determined by resolution of the Board. 7.4.4 DEPOSITS All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board may select. 7.5 CORPORATE SEAL The seal of the corporation, if any, shall consist of the name of the corporation, the state of its incorporation and the year of its incorporation. The foregoing Bylaws were adopted by the Board of Directors on November 7, 2002. -21- EX-3.19 19 v92967a1exv3w19.txt EXHIBIT 3.19 EXHIBIT 3.19 CERTIFICATE OF INCORPORATION of EQUIPMENT SALES CO. INCORPORATED. We, the Subscribers, CERTIFY that we do hereby associate ourselves to be a body politic and corporate under the statute laws of the State of Connecticut, and we FURTHER CERTIFY: FIRST: That the name of the corporation is EQUIPMENT SALES CO. INCORPORATED. SECOND: That said corporation is to be located in the Town of New Haven, in the State of Connecticut THIRD: That the nature of the business to be transacted, and the purposes to be promoted and carried out by said corporation are as follows: To conduct a general manufacturer's representative and manufacturer's sales agent business, and to act as agent or representative of corporations, firms and individuals, and, as such, to develop and extend the business interests of corporations, firms and individuals; to engage in wholesale and retail merchandising of personal property of any description, and the manufacture thereof , and also designing and development in connection with any of the corporate purposes herein set forth; to manufacture, buy and sell, install, extract, nurture, grow or care for, and in any manner deal in or with, any kind of material or article, crop, animal or thing; to acquire, hold, use, own, develop, lease, mortgage, pledge, sell, assign, convey, or otherwise dispose of or otherwise deal in and exercise any and all rights in respect to real or personal property of every kind, class, or description, including stocks, bonds, and other securities, and also including trade-marks, trade names, patents, inventions, improvements and processes granted by, recognized or otherwise existing under the laws of the United States or any State thereof, or any foreign Country or subdivision thereof, and licenses, sub-licenses, assignments and any other interests in connection with the foregoing and in respect to all of the foregoing, to take and grant licenses and sub-licenses, or otherwise turn the same to account; and in addition to the types of agency and representation first above set forth, to set as any other kind of agent or representative for, or in partnership or other association with, any person, firm or corporation, and for any and all purposes not specifically forbidden by law, whether or not enumerated above. FOURTH: That the amount of capital stock with which this corporation shall begin business is Fifty Thousand Dollars ($50,000), divided into five thousand (5,000) shares, of the par value of Ten Dollars ($10) each, all common stock. FIFTH: That the amount of paid-in capital with which this corporation shall begin business is not less than One Thousand Dollars ($1,000). SIXTH: That the duration of said corporation is unlimited. SIGNATURES OF INCORPORATORS
NAME RESIDENCE Robert H. MacArthur Hamden, Conn. - ------------------------------------ ------------------------------------- Benjamin A. Chase Orange, Conn. - ------------------------------------ ------------------------------------- James W. Cooper Woodbridge, Conn. - ------------------------------------ -------------------------------------
Dated at New Haven, Connecticut, this 20th day of June, 1951. STATE OF CONNECTICUT ) COUNTY OF NEW HAVEN ) ss.: New Haven, June 20th 1951 Personally appeared Robert H. MacArthur, Benjamin A. Chase, and James W. Cooper, being all of the Incorporators of Equipment Sales Co., Incorporated, and made solemn oath to the foregoing Certificate by them signed, before me, /s/ Sophie B. Nettleton (Notarial ------------------------------------ Seal) Approved, June 21, 1951 Notary Public. Alice K. Leopold, Secretary By F.S. Hoffer, Jr. Corporation Fee, $50,000 Paid June 21, 1951 Elsie E. Rodgers, for secretary Cert. No. 23778 2. WHEREAS, the Certificate of Incorporation of Equipment Sales Co., Incorporated sets forth that said corporation is to be organized under the statute laws of the State of Connecticut, and has an authorized capital stock of $50,000,divided into 5,000 shares of the par value of $10. each, all of which is common stock, NOW, THEREFORE, subject to the provisions of the statute laws of the State of Connecticut, and under the terms and conditions set forth in said Certificate of Incorporation, each subscriber hereby agrees to take the number of shares of said capital stock annexed to his name, each share to be of the par value of $10. And he further agrees to pay for the same in cash or in property acceptable to the Board of Directors upon call by the Board of Directors. Dated at New Haven, Connecticut, this 23 day of July, 1951.
No. of Name Address Shares /s/ Robert H. MacArthur Robert H. MacArthur Hamden, Conn. 274 /s/ Benjamin A. Chase Benjamin A. Chase Orange, Conn. 274 /s/ Richard H. Bowerman Richard H. Bowerman Orange, Conn. 2
CERTIFICATE AMENDING OR RESTATING BOARD OF BOARD OF BOARD OF CERTIFICATE [ ] INCORPORATORS [ ] DIRECTORS [x] DIRECTORS [ ] DIRECTORS OF INCORPORATION BY AND SHAREHOLDERS AND MEMBERS ACTION OF (Stock Corporation) (Nonstock Corporation) 772 For office use only STATE OF CONNECTICUT ACCOUNT NO. VOL. 995 SECRETARY OF THE STATE INITIALS

NAME OF CORPORATION DATE ~~EQUIPMENT SALES CO., INCORPORATED December 14, 1981~~
2. The Certificate of incorporation is [X] A. AMENDED ONLY [ ] B. AMENDED AND RESTATED [ ] C. RESTATED ONLY by the following resolution

That the Certificate Of Incorporation of this corporation be amended as follows: (1) That the authorized $10.00 par value common stock of the corporation be increased from 5,000 shares to 92,400 shares; and that said common stock with par value of $10.00 per share be designated as Class A common stock. (2) That a new class of stock be authorized consisting of 12,600 shares of common stock without par value and designated as Class B common stock, and as a result, the total capital stock authorized is as follows:
Number Of Shares Number of Shares Class Of Stock With $10.00 Par Value Without Par Value -------------- --------------------- ----------------- ~~Class A Common 92,400 None Class B Common None 12,600~~
(CONTINUED ON ATTACHED RIDER) 3. (Omit if 2A is checked.) (a) The above resolution merely restates and does not change the provisions of the original Certificate of Incorporation as supple- mented and amended to date, except as follows: (Indicate amendments made, if any; if none, so indicate.) (b) Other than as indicated in Par. 3(a), there is no discrepancy between the provisions of the original Certificate of Incorporation as supplemented to date, and the provisions of this Certificate Restating the Certificate of Incorporation. BY ACTION OF INCORPORATORS [ ] 4. The above resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation, and approved in writing by all subscribers (if any) for shares of the corporation, or if nonstock corporation, by all applicants for membership entitled to vote, if any. We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement that the statements made in the foregoing certificate are true. ~~SIGNED SIGNED SIGNED~~

APPROVED (all subscribers or, if nonstock corporation, all applicants for membership entitled to vote; if none, so indicate.) ~~SIGNED SIGNED SIGNED~~

(Over) 773 R I D E R (3) That each share of either class shall be equal in all respects (except as hereinafter set forth) to each share of the other class and shall be entitled to the same dividends, subject to and except the following: (i) The Class A common stock shall be the sole voting stock and the holders of the Class A stock shall alone be entitled to notice of and to attend any meeting of the stockholders, except as otherwise specifically required by law. (ii) The Class B common stock shall be non-voting stock and the holders of Class B stock shall not be entitled to notice of or to attend any meeting of the stockholders, except where otherwise specifically required by law. (iii) If stock dividends shall be declared in common stock of this corporation, the holders of Class B common stock shall receive a like amount of non-voting common stock under such declaration of dividends as the amount of the voting common stock to be received by the holders of the Class A common stock under such declaration of dividend; but no such stock dividends shall be declared of voting common stock upon shares of non-voting common stock nor of non-voting common stock upon voting common stock. 774 BY ACTION OF BOARD OF DIRECTORS [ ] 4. (Omit if 2-c is checked.) The above resolution was adopted by the board of of directors acting alone, [ ] there being no shareholders or [ ] the board of directors being so subscribers authorized pursuant to Section 33-341, Conn. G.S. as amended [ ] the corporation being a nonstock corporation and having no members and no applicants for membership entitled to vote on such resolution 5. The number of affirmative votes 6. The number of directors' votes required to adopt such resolution in favor of the resolution was: is: WE HEREBY DECLARE UNDER THE PENALTIES OF FALSE STATEMENT THAT THE STATEMENTS MADE IN THE FOREGOING CERTIFICATE ARE TRUE. NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type) NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type) SIGNED (President or Vice President) SIGNED (Secretary or Assistant Secretary) BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS [X] 4. The above resolution was adopted by the board of directors and by shareholders. 5. Vote of shareholders: (a) (Use if no shares are required to be voted as a class.) NUMBER OF SHARES ENTITLED TO VOTE 165 TOTAL VOTING POWER 165 VOTE REQUIRED FOR ADOPTION 83 VOTE FAVORING ADOPTION 165 (b) (If the shares of any class are entitled to vote as a class, indicate the designation and number of outstanding shares at each such class the voting power thereof, and the vote of each such class for the amendment resolution.) Not Applicable We hereby declare, under the penalties of false statement that the statements made in the foregoing certificate are true. NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type) Robert W. Dzuris SIGNED (President or Vice President) /s/ Robert W. Dzuris NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type) Leroy Watson SIGNED (Secretary or Assistant Secretary) /s/ Leroy Watson BY ACTION OF BOARD OF DIRECTORS AND MEMBERS [ ] 4. The above resolution was adopted by the board of directors and by members. 5. Vote of members: (a) (Use if no members are required to vote as a class.) NUMBER OF MEMBERS VOTING TOTAL VOTING POWER VOTE REQUIRED FOR ADOPTION VOTE FAVORING ADOPTION (b) (If the members of any class are entitled to vote as a class, indicate the designation and number of members of each such class, the voting power thereof, and the vote of each such class for the amendment resolution.) We hereby declare, under the penalties of false statement that the statements made in the foregoing certificate are true. NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type) NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type) SIGNED (President or Vice President) SIGNED (Secretary or Assistant Secretary) FOR OFFICE USE ONLY F I L E D STATE OF CONNECTICUT DEC 23 1981 FILING FEE $30 512.50 CERTIFICATION FEE $9.50 TOTAL FEES $552.00 SIGNED (for Secretary of the State) CERTIFIED COPY SENT ON DATE 1 cc + rec. Brian J. Farrell, Esq. INITIALS Sent 1-11-82 RS TO P.O. Box 1405 Yalesville Station, Wallingford, CT 06492 CARD LIST PROOF CERTIFICATE OF STOCK CORPORATION [ ] CANCELLATION OF SHARES [X] RETIREMENT OF SHARES 2935 For office use only STATE OF CONNECTICUT ACCOUNT NO. VOL. 999 SECRETARY OF THE STATE INITIALS

The name of the corporation is Equipment Sales Co., Incorporated
2 2 DESIGNATION OF SHARES NUMBER OF SHARES - - ----------------------- ------------------------------------------- [ ] CANCELLATION [X] RETIREMENT ISSUED AND AUTHORIZED OF SHARES OF SHARES CLASS SERIES PAR OUTSTANDING TREASURY (for ____ only) - ----------------------------------------------------------------------------------------------------------------------------- a. before cancellation a. before retirement A Common $10.00 165 495 92,400 B Common No None None 12,600 b. Shares being b. Shares being A Common $10.00 495 cancelled retired c. After cancellation c. After retirement A Common $10.00 165 None 92,400 B Common No None None 12,600
Dated at Lowell, Massachusetts this 5th day of March, 1982 We hereby declare, under the penalties of false statement that the statements made in the foregoing certificate are true. NAME OF PRESIDENT xxxxxxxxxxxxxxxxx (Print or Type) Robert W. Dzuris SIGNED (President or Vice President) /s/ ROBERT W. DZURIS NAME OF SECRETARY xxxxxxxxxxxxxxxxxxxxxx (Print or Type) Leroy Watson SIGNED (Secretary or Assistant Secretary) /s/ LEROY WATSON FOR OFFICE USE ONLY F I L E D STATE OF CONNECTICUT APR 16 1982 FILING FEE $6 CERTIFICATION FEE $9 TOTAL FEES $15 SIGNED (for Secretary of the State) CERTIFIED COPY SENT ON DATE Rec + 1 cc 5/12/82 INITIALS JBM TO CARD LIST PROOF CERTIFICATE AMENDING OR RESTATING CERTIFICATE BOARD OF BOARD OF DIRECTORS BOARD OF DIRECTORS OF INCORPORATION BY [ ] INCORPORATORS [ ] DIRECTORS [X] AND SHAREHOLDERS [ ] AND MEMBERS ACTION OF (Stock Corporation) (Nonstock Corporation) 2938 For office use only STATE OF CONNECTICUT VOL. 1007 SECRETARY OF THE STATE ACCOUNT NO. INITIALS

NAME OF CORPORATION DATE EQUIPMENT SALES CO., INCORPORATED October 6, 1982 2. The Certificate of incorporation is [X] A. AMENDED ONLY [ ] B. AMENDED AND RESTATED [ ] C. RESTATED ONLY by the following resolution That the Certificate Of Incorporation of this corporation be amended as follows: That all of the authorized Class A common stock with $10.00 Par Value be designated as Class A common stock without Par Value and as a result, the total capital stock authorized is as follows:
Number of Shares Class Of Stock Without Par Value -------------- ----------------- ~~Class A Common 92,400 Class B Common 12,600~~
3. (Omit if 2A is checked.) (a) The above resolution merely restates and does not change the provisions of the original Certificate of Incorporation as supple- mented and amended to date, except as follows: (Indicate amendments made, if any; if none, so indicate.) (b) Other than as indicated in Par. 3(a), there is no discrepancy between the provisions of the original Certificate of Incorporation as supplemented to date, and the provisions of this Certificate Restating the Certificate of Incorporation. BY ACTION OF INCORPORATORS [ ] 4. The above resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation, and approved in writing by all subscribers (if any) for shares of the corporation, or if nonstock corporation, by all applicants for membership entitled to vote, if any. We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement that the statements made in the foregoing certificate are true. SIGNED SIGNED SIGNED APPROVED (all subscribers or, if nonstock corporation, all applicants for membership entitled to vote; if none, so indicate.) SIGNED SIGNED SIGNED (Over) 2939 BY ACTION OF BOARD OF DIRECTORS [ ] 4. (Omit if 2-c is checked.) The above resolution was adopted by the board of of directors acting alone, [ ] there being no shareholders or [ ] the board of directors being so subscribers authorized pursuant to Section 33-341, Conn. G.S. as amended [ ] the corporation being a nonstock corporation and having no members and no applicants for membership entitled to vote on such resolution 5. The number of affirmative votes 6. The number of directors' votes required to adopt such resolution in favor of the resolution was: is: WE HEREBY DECLARE UNDER THE PENALTIES OF FALSE STATEMENT THAT THE STATEMENTS MADE IN THE FOREGOING CERTIFICATE ARE TRUE. NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type) NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type) SIGNED (President or Vice President) SIGNED (Secretary or Assistant Secretary) BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS [X] 4. The above resolution was adopted by the board of directors and by shareholders. 5. Vote of shareholders: (a) (Use if no shares are required to be voted as a class.) NUMBER OF SHARES ENTITLED TO VOTE 165 TOTAL VOTING POWER 165 VOTE REQUIRED FOR ADOPTION 83 VOTE FAVORING ADOPTION 165 (b) (If the shares of any class are entitled to vote as a class, indicate the designation and number of outstanding shares at each such class the voting power thereof, and the vote of each such class for the amendment resolution.) Not Applicable We hereby declare, under the penalties of false statement that the statements made in the foregoing certificate are true. NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type) Robert W. Dzuris SIGNED (President or Vice President) /s/ Robert W. Dzuris, PRESIDENT NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type) Leroy Watson SIGNED (Secretary or Assistant Secretary) /s/ Leroy Watson, SECRETARY BY ACTION OF BOARD OF DIRECTORS AND MEMBERS [ ] 4. The above resolution was adopted by the board of directors and by members. 5. Vote of members: (a) (Use if no members are required to vote as a class.) NUMBER OF MEMBERS VOTING TOTAL VOTING POWER VOTE REQUIRED FOR ADOPTION VOTE FAVORING ADOPTION (b) (If the members of any class are entitled to vote as a class, indicate the designation and number of members of each such class, the voting power thereof, and the vote of each such class for the amendment resolution.) We hereby declare, under the penalties of false statement that the statements made in the foregoing certificate are true. NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type) NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type) SIGNED (President or Vice President) SIGNED (Secretary or Assistant Secretary) FOR OFFICE USE ONLY F I L E D STATE OF CONNECTICUT OCT 25 1982 FILING FEE $30 CERTIFICATION FEE $9 TOTAL FEES $39.50 SIGNED (Secretary of the State) (50 cent overpayment) CERTIFIED COPY SENT ON DATE Rec + cc 11/5/82 INITIALS TO CARD LIST PROOF CERTIFICATE OF MERGER OF ACCUPOINT, INC. WITH EQUIPMENT SALES CO., INCORPORATED To the Secretary of State State of Connecticut Pursuant to the provisions of the Stock Corporation Act of the State of Connecticut governing the merger of one or more foreign subsidiary corporations with a domestic parent corporation, it is hereby certified that: 1. The names of the merging corporations are Accupoint, Inc., which is a business corporation organized under the laws of the Commonwealth of Massachusetts, which is to be the terminating corporation, and which is sometimes hereinafter referred to as the "subsidiary corporation", and Equipment Sales Co., Incorporated, which is a business corporation organized under the laws of the State of Connecticut, which is to be the surviving corporation, and which is sometimes hereinafter referred to as the "parent corporation". 2. The subsidiary corporation has only one class of outstanding shares, all of which are owned by the parent corporation. 3. The Certificate of Incorporation of the parent corporation contains no provisions for merging the subsidiary corporation with the parent corporation in a manner otherwise than that prescribed by the provisions of Section 33-370 of the Stock Corporation Act of the State of Connecticut. 4. The Plan of Merger does not effect any change in the Certificate of Incorporation of the parent corporation. 5. Annexed hereto and made a part hereof is the Plan of Merger for merging the subsidiary corporation with the parent corporation as approved by resolution of the Board of Directors of each of said merging corporations. 6. A merger of a kind permitted by the provisions of Section 33-370 of the Stock Corporation Act of the State of Connecticut is permitted by the laws of the jurisdiction of organization of the subsidiary corporation; and the merger of the subsidiary corporation with the parent corporation is in compliance with said laws. 7. The Plan of Merger provides that the merger shall be effective in the State of Connecticut on November 1, 1983. Dated at Lowell, Massachusetts on October 26, 1983. The undersigned officers of Accupoint, Inc. do hereby state under the penalties of false statement that the statements pertaining to Accupoint, Inc. contained in the foregoing Certificate of Merger are true. Robert W. Dzuris ------------------------------ President Leroy P. Watson ------------------------------ Clerk (Secretary) Dated at Lowell, Massachusetts on October 26, 1983. The undersigned officers of Equipment Sales Co., Incorporated state under the penalties of false statement that the statements pertaining to Equipment Sales Co., Incorporated contained in the foregoing Certificate of Merger are true. /s/ Robert W. Dzuris --------------------------------- President /s/ (conformed yet illegible) --------------------------------- Secretary PLAN OF MERGER approved on October 24, 1983 by Accupoint, Inc., a business corporation organized under the laws of the Commonwealth of Massachusetts, and by resolution adopted by its Board of Directors on said date, and approved by Equipment Sales Co., Incorporated, a business corporation organized under the laws of the State of Connecticut, and by resolution adopted by its Board of Directors on said date. 1. Accupoint, Inc. shall be merged with Equipment Sales Co., Incorporated pursuant to the provisions of the Business Corporation Law of the Commonwealth of Massachusetts and pursuant to the provisions of the Stock Corporation Act of the State of Connecticut. Equipment Sales Co., Incorporated, which owns all of the outstanding shares of Accupoint, Inc., shall be the surviving corporation pursuant to the provisions of the Stock Corporation Act of the State of Connecticut and is sometimes hereinafter referred to as the "surviving parent corporation". The separate existence of Accupoint, Inc., which is sometimes hereinafter referred to as the "terminating subsidiary corporation", shall cease upon the effective date of the merger in accordance with the provisions of the Business Corporation Law of the Commonwealth of Massachusetts. 2. The Certificate of Incorporation of the surviving parent corporation upon the effective date of the merger in the State of Connecticut shall be the Certificate of Incorporation of said surviving parent corporation and shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the Stock Corporation Act of the State of Connecticut. 3. The by-laws of the surviving parent corporation upon the effective date of the merger in the State of Connecticut shall be the by-laws of said surviving parent corporation and shall continue in full force and effect until changed, altered or amended as therein provided and in the manner prescribed by the provisions of the Stock Corporation Act of the State of Connecticut. 4. The directors and officers in office of the surviving parent corporation upon the effective date of the merger in the State of Connecticut shall continue to be the members of the Board of Directors and the officers of the surviving parent corporation, all of whom shall hold their directorships and offices until the election and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the by-laws of the surviving parent corporation. 5. The issued shares of the terminating subsidiary corporation shall not be converted or exchanged in any manner, but each said share which is issued as of the effective date of the merger shall be surrendered and extinguished. The issued shares of the surviving parent corporation shall not be converted or exchanged in any manner, but each said share which is issued as of the effective date of the merger shall continue to represent one issued share of the surviving parent corporation. 6. In the event that the merger of the terminating subsidiary corporation with the surviving parent corporation shall have been fully authorized in accordance with the provisions of the Business Corporation Law of the Commonwealth of Massachusetts and in accordance with the provisions of the Stock Corporation Act of the State of Connecticut, the terminating subsidiary corporation and the surviving parent corporation hereby stipulate that they will cause to be executed and filed and/or recorded any document or documents prescribed by the laws of the Commonwealth of Massachusetts and the State of Connecticut, and that they will cause to be performed all necessary acts therein and elsewhere to effectuate the merger. 7. The Board of Directors and the proper officers of the terminating subsidiary corporation and of the surviving parent corporation, respectively, are hereby authorized, empowered and directed to do any and all acts and things, and to make, execute, deliver, file, and/or record any and all instruments, papers and documents which shall be or become necessary, proper or convenient to carry out or put into effect any of the provisions of this Plan of Merger or of the merger herein provided for. 8. The effective date of the merger herein provided for shall, insofar as the provisions of the Stock Corporation Act of the State of Connecticut shall govern the same, be November 1, 1983. CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF EQUIPMENT SALES CO., INCORPORATED Pursuant to the provisions of the Stock Corporation Act of the State of Connecticut governing the amendment of the Certificate of Incorporation, it is hereby certified that: 1. The name of the corporation is EQUIPMENT SALES CO., INCORPORATED, a Connecticut corporation (the "Corporation"). 2. The first paragraph of the Certificate of Incorporation is amended to reflect the name of the corporation as being: EQUIPMENT SALES CO. 3. The foregoing amendment of Certificate of Incorporation has been duly approved by the unanimous written consent of the Board of Directors. 4. The foregoing amendment has been duly approved by written consent of the sole shareholder. Dated this 11th day of March, 1991. The undersigned officers of Equipment Sales Co., Incorporated, declare under the penalty of false statement that the matters set forth in this certificate are true and correct of their own knowledge. /s/ John C. Waseleski ------------------------------ John C. Waseleski, President /s/ R. W. Stevenson ------------------------------ Robert W. Stevenson, Secretary EX-3.20 20 v92967a1exv3w20.txt EXHIBIT 3.20 EXHIBIT 3.20 BYLAWS OF EQUIPMENT SALES CO. . . . EQUIPMENT SALES CO. FEBRUARY 10, 1989 BYLAWS AMENDMENTS
DATE OF AMENDMENT SECTION EFFECT OF AMENDMENT 5/3/99 Article III, Number of Directors shall be one or such other Stk. Action Section 2 number as shall be fixed by resolution of the Board or the shareholders.
BYLAWS OF EQUIPMENT SALES CO. ARTICLE I - OFFICES Section 1. Registered Office. The registered office of EQUIPMENT SALES CO. (hereinafter called the Corporation) in the State of Connecticut shall be at One Commercial Plaza, Hartford, Connecticut, and the registered agent in charge thereof shall be C T Corporation System. Section 2. Other Offices. The Corporation may also have an office or offices at other place or places within or without the State of Connecticut as may be fixed from time to time by the Board of Directors. ARTICLE II - SHAREHOLDERS Section 1. Annual Meeting. The annual meeting of the shareholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held on the last Wednesday of February if not a legal holiday, and if a legal holiday, then on the day following, or such other date as may be set by resolution of the Board of Directors (hereinafter called "the Board") at such place and hour as shall be fixed by the Board and designated in the notice or waiver of notice thereof; except that no annual meeting need be held if all actions, including the election of directors, required by the Connecticut Stock Corporation Act to be taken at a shareholders' annual meeting are taken by written consent in lieu of meeting pursuant to Section 4 of this Article. Section 2. Special Meetings. A special meeting of the shareholders for any purpose or purposes may be called by the Board, the President or the Secretary of the Corporation or the record holders of at least a majority of the shares of common stock of the Corporation issued and outstanding, to be held at such place, date and hour as shall be designated in the notice or waiver of notice thereof. Section 3. Notice of Meetings. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than seven nor more than fifty days before the date of the meeting to each shareholder entitled to vote at such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the records of the Corporation. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. Section 4. Shareholders' Consent in Lieu of Meeting. Any action required by the Connecticut Stock Corporation Act to be taken at any annual or special meeting of the shareholders of the Corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the shareholders. Section 5. Quorum. A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of less than one-third of shares entitled to vote at the meeting. -2- ARTICLE III - BOARD OF DIRECTORS Section 1. General Powers. The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation directed or required to be exercised or done by the shareholders. Section 2. Number and Term of Office. The number of directors shall be one or such other number as shall be fixed by time to time by the Board. Each director shall hold office until his successor is elected and qualified, or until his earlier death or resignation or removal in the manner hereinafter provided. Section 3. Resignation. Any director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 4. Removal. Any director or the entire Board may be removed, with or without cause, at any time by vote of the holders of a majority of the shares then entitled to vote at an election of directors, or by written consent of the shareholders pursuant to Section 4 of Article II hereof. Section 5. Vacancies. If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect such new directors for the balance of a term and until their successors are elected and qualified. Section 6. Annual Meetings. As soon as practicable after each annual election of directors, the Board shall meet for the purpose of organization and the transaction of other business, unless it shall have transacted all such business by written consent pursuant to Section 11 of this Article. -3- Section 7. Special Meetings. Special meetings of the Board of Directors may be called by one-third of the directors then in office (rounded up to the nearest whole number) or by the President and shall be held at such place, on such date, and at such time as they or he shall fix. Notice of the place, date and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five days before the meeting or by telegraphing the same not less than twenty-four hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. Section 8. Notice/Waiver of Notice. The Secretary shall give notice to each director of each meeting, including the time, place and purpose of such meeting. Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least two days before the day on which such meeting is to be held, or shall be sent to him at such place by telegraph, cable, wireless or other form of recorded communication, or be delivered personally or by telephone not later than the day before the day on which such meeting is to be held, but notice need not be given to any director who shall attend such meeting. A written waiver of notice, signed by the person entitled thereto, whether before or after the time of the meeting stated therein, shall be deemed equivalent to notice. Section 9. Place of Meeting. The Board may hold its meetings at such place or places, either within or without the State of Connecticut, as the Board may from time to time determine, or as shall be designated in the respective notices or waivers of notice thereof. Section 10. Quorum and Manner of Acting. One-third of the total number of directors then in office (but not less than two if the number of directors is greater than one) shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting. The vote of a majority of those directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board, except as otherwise expressly required by law or these Bylaws. In the absence of a quorum for any such meeting, a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present. -4- Section 11. Directors' Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, without prior notice and without a vote, if a consent thereto in writing, setting forth the action so taken, shall be signed by all the directors and such consent is filed with the minutes of the proceedings of the Board. Section 12. Action by Means of Conference Telephone or Similar Communications Equipment. Any one or more members of the Board, or of any committee designated by the Board, may participate in a meeting of the Board or any such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. ARTICLE IV - OFFICERS Section 1. Generally. The officers of the Corporation shall consist of a President, one or more Vice-Presidents, a Secretary and Treasurer. The Board may also designate such other officers, assistant officers and agents as it may, from time to time, deem necessary and desirable. Any two or more offices may be held by the same person. Section 2. Authority and Duties. All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws or, to the extent not so provided, as may be delegated by the Board. Section 3. Term of Office. All officers shall be elected or appointed by the Board and shall hold office for such term as may be prescribed by the Board. Each officer shall hold office until his successor has been elected or appointed and qualified or his earlier death or resignation or removal in the manner hereinafter provided. The Board may require any officer to give security by bond or otherwise for the faithful performance of his duties. -5- Section 4. Resignation. Any officer may resign at any time by giving written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time when it shall become effective is not specified therein, at the time it is accepted by action of the Board. Except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective. Section 5. Removal. All officers and agents elected or appointed by the Board shall be subject to removal at any time by the Board or by the shareholders of the Corporation with or without cause. Section 6. Vacancies. If the office of President, Secretary or Treasurer becomes vacant for any reason, the Board shall fill such vacancy, and if any other office becomes vacant, the Board may fill such vacancy. Any officer so appointed or elected by the Board shall serve only until such time as the unexpired term of his predecessor shall have expired unless reelected or reappointed by the Board. Section 7. President. The President shall be the principal operating and administrative officer of the corporation. He shall have general control and management of the business affairs and policies of the corporation and shall be generally responsible for the proper conduct of the business of the corporation. He shall possess power to sign all certificates, contracts and other instruments of the corporation. He shall preside at all meetings of the shareholders and of the Board. In general, he shall perform all such other duties as are incident to the office of President or are from time to time assigned to him by the Board. Section 8. Vice-President. The Vice-President, or if there be more than one, the Vice-Presidents, in the order as determined by the Board, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall generally assist the President and perform such other duties as the Board shall prescribe. Section 9. Secretary. The Secretary shall, to the extent practicable, attend all meetings of the Board and all meetings of the shareholders -6- and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for any standing committees (if any) when required. He shall give, or cause to be given, notice of all meetings of the shareholders and of the Board, and shall perform such other duties as may be prescribed by the Board, under whose supervision he shall act. He shall keep in safe custody the seal of the Corporation and affix the same to any duly authorized instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer or an Assistant Treasurer. He shall keep in safe custody the certificate books and stockholder records and such other books and records as the Board may direct and shall perform all other duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board. Section 10. Treasurer. The Treasurer shall have the care and custody of the corporate funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all money and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation, and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board. ARTICLE V - SHARES Section 1. Certificates for Shares. Each shareholder shall be entitled to a certificate signed by, or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or a Vice-President, and by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him. Any or all of the signatures on the certificate may be facsimile. Certificates shall be issued in consecutive order and shall be numbered in order of their issue. Section 2. Record. A record (herein called the stock record) in one or more counterparts shall be kept of the name of the person, firm or corporation owning the shares represented by each certificate for -7- stock of the Corporation issued, the number of shares represented by each such certificate, the date thereof and, in the case of cancellation, the date of cancellation. Except as otherwise expressly required by law, the person in whose name shares of stock stand on the stock record of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Section 3. Transfer and Registration of Stock. The transfer of stock and certificates of stock which represent the stock of the Corporation shall be governed by Article 8 of the Uniform Commercial Code, as amended from time to time. Transfers of shares of the Corporation shall be made only upon the books of the Corporation upon request of the registered holder thereof, or of his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and upon the surrender of the certificate or certificates for such shares properly endorsed or accompanied by a stock power duly executed. Section 4. Record Date. In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than seventy or less than ten days before the date of such meeting, nor more than seventy days prior to any other action. A determination of shareholders entitled to notice of or to vote at a meeting of the shareholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. Section 5. Lost, Stolen or Destroyed Certificates. In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity. -8- Section 6. Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board may establish. ARTICLE VI - MISCELLANEOUS Section 1. Notices. Except as otherwise specifically provided herein or required by law, all notices required to be given to any shareholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by prepaid telegram or mailgram. Any such notice shall be addressed to such shareholder, director, officer, employee or agent at his last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails or by telegram or mailgram, shall be the time of the giving of the notice. Section 2. Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board or a committee thereof. Section 3. Corporate Seal. The Board may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer. Section 4. Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board, and each officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation, including reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care. -9- Section 5. Fiscal Year. The fiscal year of the Corporation shall be as fixed by the Board. Section 6. Time Periods. In applying any provision of these Bylaws which requires that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included. Section 7. Proxies. The Board shall designate officers of the Corporation who shall have authority from time to time to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation, and to vote or consent in respect of such stock or securities. Such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights, and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise its said powers and rights. ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 1. Indemnification of Officers and Directors. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or an officer of the Corporation, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the fullest extent and in the manner set forth in and permitted by the Connecticut Stock Corporation Act and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled apart from the foregoing provisions. The foregoing provisions of this Section 1 shall be deemed to be a contract between the Corporation and each director and officer who serves in such capacity at any time while this Article VII and the relevant -10- provisions of the Connecticut Stock Corporation Act and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. Section 2. Indemnification of other Persons. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the extent and in the manner set forth in and permitted by the Connecticut Stock Corporation Act, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which any such person may be entitled apart from the foregoing provisions. Section 3. Insurance. The Corporation shall have power to maintain insurance, at its expense, to protect itself and any such director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article VII of these Bylaws or the Connecticut Stock Corporation Act or any other provision of law. ARTICLE VIII - AMENDMENTS These Bylaws may be amended or repealed by the Board at any meeting or by the shareholders at any meeting. Adopted by resolution of the Corporation's Sole Shareholder and Board of Directors on February 10, 1989. /s/ R. W. STEVENSON ------------------------------------- Secretary -11- EX-3.21 21 v92967a1exv3w21.txt EXHIBIT 3.21 EXHIBIT 3.21 RESTATED ARTICLES OF INCORPORATION OF EXCELLON INDUSTRIES (As Amended Through January 11, 1968) The undersigned, JOSEPH E. SMITH and BRYAN HARRISON, hereby certify that they are, respectively, the duly elected and acting President and Secretary of EXCELLON INDUSTRIES, a California corporation, and that the following correctly sets forth the text of the Articles of Incorporation of said corporation, as amended to the date of this certificate: RESTATED ARTICLES OF INCORPORATION OF EXCELLON INDUSTRIES I The name of this corporation is: EXCELLON INDUSTRIES II The purposes for which this corporation is formed are: a. The primary and principal business for which the corporation is organized and in which it intends to engage is designating and manufacturing precision machine tools. b. To acquire by purchase, lease or otherwise, lands of any and every description and other interests therein; to improve and hold lands for investment purposes; to construct improvements upon lands or interests therein owned by the corporation or otherwise to deal in lands, buying and selling real estate or interests therein of any description and to engage in general mercantile and manufacturing business. c. To build, construct, erect, purchase, lease, hire or otherwise acquire or provide any buildings, offices, workshops, plants, machinery, equipment, structures, warehouses, depots, or other things necessary or useful for the purpose of carrying out the said objects of the corporation. d. To acquire by purchase, or otherwise, the business, good will, rights, assets and property of any person, firm, association or corporation, either with or without assuming the whole or any part of the liabilities thereof, and to pay for the same in cash, the stock or bonds of this corporation, or otherwise; to hold or dispose of any portion or all of the property so acquired; to operate or conduct in any lawful manner the whole or any portion of any business so acquired, and to have and exercise such powers as may be necessary or convenient in, to or connected with the management and operation of said business. e. To buy, sell and deal in securities of every description, including mortgages, bonds, debentures, promissory notes, commercial paper and securities of other classes; and to buy, sell and generally deal in stocks or bonds of other corporations; to exchange shares of stock or bonds of other corporations; to exchange shares of stock or bonds, or either or both, issued by this corporation for stocks, bonds, or other securities issued by other corporations, or for real or personal property of any kind. f. To qualify and do business in any other state, territory, dependency, or foreign country, and to conduct business within or without the State of California, and to have and to exercise all powers authorized by the State of California under which this corporation is formed, whether expressly set forth in this paragraph or not. g. To carry on any business whatever which this corporation may deem proper or convenient in connection with any of the foregoing purposes or otherwise, or which may be calculated directly or indirectly to promote the interest of this corporation, or to enhance the value of its property or business. h. To borrow money; to lend money; to own real property; to own personal property; to deal in personal property; to have and to exercise all the powers conferred by the laws of the State of California upon corporations formed under the laws pursuant to and under which this corporation is formed, as such laws are now in effect or may at any time hereafter be enacted or amended. The foregoing statement of purposes shall be construed as a statement of both purposex and powers, and the purposes and powers stated in each clause shall, except where otherwise expressed, be in no wise limited or restricted by reference to or inference from the terms or provisions of any other clause, but shall be regarded as independent purposes. III The principal office of the corporation for the transaction of the business of this corporation is to be located in the County of Los Angeles, State of California. -2- IV That this corporation is authorized to issue only one class of shares of stock; the total number of such shares is One Million Two Hundred Fifty Thousand (1,250,000) shares and the aggregate par value of all said shares shall be One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00) and the par value of said shares shall be One Dollar ($1.00) each. Upon the amendment of this Article to read as hereinabove set forth, each outstanding share of a NO PAR value is split up and converted into Five Hundred (500) shares having a par value of One Dollars ($1.00). V The number of directors is three, and the names and addresses of the persons who are appointed to act as the first directors are: L. E. GARWOOD 630 Calle de Arbolas Redondo Beach, California JOSEPH E. SMITH 2924 W. 129th Street Gardena, California MICHAEL L. GARDNER 7105 Shoshone Avenue Van Nuys, California IN WITNESS WHEREOF, the undersigned have executed this certificate this 19 day of March, 1968. /s/ JOSEPH E. SMITH --------------------------------- JOSEPH E. SMITH President of Excellon Industries /s/ BRYAN HARRISON --------------------------------- BRYAN HARRISON Secretary of Excellon Industries AFFIDAVIT OF OFFICERS OF EXCELLON INDUSTRIES STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGELES ) Joseph E. Smith and Bryan Harrison, and each of them, first duly sworn, depose and say: That Joseph E. Smith is the President and Bryan Harrison is the Secretary of Excellon Industries, a California corporation; That at a special meeting of the Board of Directors of said corporation duly held at its principal office for the transaction of business at 2917 W. Lomita Boulevard, Torrance, California, at 9:00 o'clock A.M. on the 7th day of October, 1967, at which meeting there -3- was at all times present and acting a quorum of the members of said Board, they were duly authorized by resolution of said Board of Directors adopted on said date to execute and file or cause to be filed with the Secretary of State of the State of California the certificate of Restated Articles of Incorporation annexed hereto; and That the certificate of Restated Articles of Incorporation of said corporation annexed hereto correctly sets forth the text of the Articles of Incorporation of Excellon Industries as amended to the date of said certificate. /s/ JOSEPH E. SMITH ----------------------------- JOSEPH E. SMITH /s/ BRYAN HARRISON ----------------------------- BRYAN HARRISON Subscribed and sworn to before me this 19 day of March, 1968. /s/ MARSHA KAY - ----------------------------------- Notary Public in and for said State My Commission Expires 1-2-70 -4- EXCELLON INDUSTRIES CERTIFICATE OF OWNERSHIP We, the undersigned, JOSEPH E. SMITH and EDWARD F. PHILLIPPI, JR., hereby do certify that we are, and at all times herein mentioned have been the President and Secretary, respectively, of EXCELLON INDUSTRIES, a California corporation, and hereby do further certify and state: (a) That said corporation owns all of the outstanding stock of LATHE CRAFT, INC., a California corporation. (b) That at a meeting of the Board of Directors of EXCELLON INDUSTRIES, the following resolutions were adopted by a majority of its Board of Directors to merge LATHE CRAFT, INC. and to assume all its obligations: WHEREAS, this Corporation owns all the outstanding stock of LATHE CRAFT, INC., a California corporation; and WHEREAS, it is deemed advisable and in the best interests of this Corporation and its shareholders that this Corporation merge LATHE CRAFT, INC., and assume all its obligations. NOW, THEREFORE, BE IT RESOLVED, that this Corporation merge LATHE CRAFT, INC. into itself and assume all its obligations pursuant to Section 4124 of the California Corporations Code; RESOLVED FURTHER, that the President and Secretary of this Corporation be and they are hereby authorized and directed to execute and file a Certificate of Ownership as required by Section 4124 of the California Corporations Code and to take such further action as may be necessary or proper to accomplish such merger; RESOLVED FURTHER, that this dissolution shall be considered to be pursuant to a plan of liquidation within the meaning of Section 332(b) of the Internal Revenue Code of 1954 which plan is as follows: (1) The Corporation shall file a Certificate of Ownership with the California Secretary of State. (2) On the date of such filing, all assets and all liabilities of LATHE CRAFT INC., shall be transferred to this Corporation. (c) That the meeting of the Board of Directors at which said resolutions were adopted was duly held on the 15 Day of December 1969, at the hour of 2:00 PM in the City of Torrance, California, and the said resolutions were adopted by the vote of seven directors and that the number of directors entitled to vote is seven. IN WITNESS WHEREOF, EXCELLON INDUSTRIES has executed this certificate on the 15 day of December, 1969. EXCELLON INDUSTRIES By /s/ JOSEPH E. SMITH --------------------------- Joseph E. Smith, President /s/ E. F. PHILLIPPI. JR. -------------------------- Edward F. Phillippi, Jr. Secretary JOSEPH E. SMITH and EDWARD F. PHILLIPPI, JR., the President and Secretary, respectively, of EXCELLON INDUSTRIES, a California Corporation, each say: I declare under penalty of perjury that the foregoing is true and correct. Executed on the 15 day of December, 1969, at 23915 Gamier Street, Torrance, California. /s/ JOSEPH E. SMITH ------------------------------ Joseph E. Smith, President /s/ E. F. PHILLIPPI, JR. ------------------------------ Edward F. Phillippi, Jr. Secretary (2) Avg. pv chgd. from: $1,250,000.00 to $6,250,000.00 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF EXCELLON INDUSTRIES JOSEPH E. SMITH and EDWARD F. PHILLIPPI, JR. certify: 1. That they are the president and secretary, respectively, of EXCELLON INDUSTRIES, a California corporation. 2. That at a meeting of the board of directors of said corporation, duly held at Torrance, California, on January 2, 1970, the following resolution was adopted: RESOLVED: That Article IV of the Articles of Incorporation be amended to read in full as follows: This corporation is authorized to issue two classes of shares of stock to be designated, respectively, Preferred Stock and Common Stock. The total number of shares of all classes of stock which this corporation shall have authority to issue is Five Million Five Hundred Thousand (5,500,000). The aggregate par value of all shares having par value shall be Six Million Two Hundred Fifty Thousand Dollars ($6,250,000). The number of shares of Preferred Stock shall be Five Hundred Thousand (500,000), with each share having a par value of Ten Dollars ($10.00), with the aggregate par value of all such shares being Five Million Dollars ($5,000,000). The number of shares of Common Stock shall be Five Million (5,000,000), with each share having a par value of Twenty-five Cents ($.25), with the aggregate par value of all such shares being One Million Two Hundred Fifty Thousand Dollars ($1,250,000). Upon the amendment of this Article IV as hereinabove set forth, each outstanding share of Common Stock, par value One Dollar ($1.00) per share, is automatically converted into or reconstituted as one share of Common Stock, par value Twenty-five Cents ($.25) per share. Set forth below is the manner in which Preferred Stock may be issued in series, the manner in which the rights and preferences of the Preferred Stock are to be determined, and the rights of the Common Stock. (1) Preferred Stock. Preferred Stock may be issued from time to time, in one or more series, each such series to have such a distinctive designation or title as may be fixed by the Board of Directors prior to issuance of shares thereof. The number of shares of Preferred Stock constituting each such series shall be fixed by the Board of Directors prior to issuance of any shares in such series. The Board of Directors is hereby further authorized to fix or alter, from time to time, the dividend rights, dividend rate, conversion rights, voting rights, the rights in terms of redemption (including sinking fund provisions), the redemption price or prices and the liquidation preferences of any wholly unissued series of shares of Preferred Stock, and to increase or decrease (but not below the number of such series then outstanding), the number of shares constituting any outstanding series, the number of shares of which is theretofore fixed by the directors. The -2- description and terms of the Preferred Stock of each wholly unissued series in respect of the foregoing particulars are hereby authorized to be fixed and determined by the Board of Directors by appropriate resolution or resolutions, and upon each such determination of the Board of Directors shall require the officers of this corporation to file a Certificate of Determination of Preferences with the Secretary of State of the State of California in the form and manner then required by the California Corporations Code. All shares of Preferred Stock shall be of equal rank and shall be identical in all respects except in respect of the particulars that may be fixed by the Board of Directors as in Article Four provided; and all shares within each series shall be identical in all respects. Each series of Preferred Stock may differ from any or every other series of Preferred Stock as may be determined from time to time by the Board of Directors prior to the issuance of any shares of such series. (2) Common Stock. Subject to the prior rights of the holders of Preferred Stock as provided by law or in the Articles of Incorporation of this corporation or by the Board of Directors pursuant to the authority granted in this Article Four, the holders of Common Stock shall have and possess all (i) rights to dividends as may be declared and paid out of funds of this corporation legally available for such payment in such amounts and at such times the Board of Directors may determine, (ii) voting rights and powers; and (ii) rights to -3- receive the assets of the corporation upon liquidation, dissolution or winding up of the corporation, whether by voluntary or involuntary action. 3. That the shareholders have adopted said amendment by written consent. That the wording of the amended article, as set forth in the shareholders' written consent, is the same as that set forth in the directors' resolution in Paragraph 2 above. 4. That the number of shares represented by written consent is 355,000. That the total number of shares entitled to vote on or consent to the amendment is 355,000. /s/ JOSEPH E. SMITH ----------------------------------- JOSEPH E. SMITH, President /s/ E. F. PHILLIPPI ----------------------------------- EDWARD F. PHILLIPPI, JR., Secretary Each of the undersigned declares under penalty of perjury that the matters set forth in the foregoing certificate are true and correct. Executed at Torrance, California, on February 9, 1970. /s/ JOSEPH E. SMITH ----------------------------------- JOSEPH E. SMITH /s/ E. F. PHILLIPPI ----------------------------------- EDWARD F. PHILLIPPI, JR. -4- CERTIFICATE OF CORRECTION OF CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF EXCELLON INDUSTRIES JOSEPH E. SMITH and EDWARD F. PHILLIPPI, JR. certify: 1. That they are the president and the secretary, respectively, of EXCELLON INDUSTRIES. 2. That the name of the corporation is EXCELLON INDUSTRIES, and that it is a California corporation. 3. That the instrument being corrected is entitled "CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF EXCELLON INDUSTRIES," and that said instrument was filed with the Secretary of State of the State of California on February 16, 1970. 4. That paragraph "2" of said Certificate of Amendment, as corrected, should read as follows: "That at a meeting of the board of directors of said corporation, duly held at Torrance, California, on January 2, 1970, the following resolution was adopted: RESOLVED: That Article IV of the Articles of Incorporation be amended to read in full as follows: This corporation is authorized to issue two classes of shares of stock to be designated, respectively, Preferred Stock and Common Stock. The total number of shares of all classes of stock which this corporation shall have authority to issue is Five Million Five Hundred Thousand (5,500,000). The aggregate par value of all shares having par value shall be Six Million Two Hundred Fifty Thousand Dollars ($6,250,000). The number of shares of Preferred Stock shall be Five Hundred Thousand (500,000), with each share having a par value of Ten Dollars ($10.00), with the aggregate par value of all such shares being Five Million Dollars ($5,000,000). The number of shares of Common Stock shall be Five Million (5,000,000), with each share having a par value of Twenty-five Cents ($.25), with the aggregate par value of all such shares being One Million Two Hundred Fifty Thousand Dollars ($1,250,000). Upon the amendment of this Article IV as hereinabove set forth, each outstanding share of Common Stock, par value One Dollar ($1.00) per share, is automatically converted into or reconstituted as four shares of Common Stock, par value Twenty-five Cents ($.25) per share. Set forth below is the manner in which Preferred Stock may be issued in series, the manner in which the rights and preferences of the Preferred Stock are to be determined, and the rights of the Common Stock. (1) Preferred Stock. Preferred Stock may be issued from time to time, in one or more series, each such series to have such a distinctive designation or title as may be fixed by the Board of Directors prior to issuance of shares thereof. The number of shares of Preferred Stock constituting each such series shall be fixed by the Board of Directors prior to issuance of any shares in such series. The Board of Directors is hereby further authorized to fix or alter, from time to time, the dividend rights, dividend rate, conversion rights, voting rights, the rights and terms of redemption (including sinking fund provisions), the redemption price or prices and the liquidation preferences of any wholly unissued series of shares of Preferred Stock, and to increase or decrease (but not below the number of such series then outstanding), the number of shares constituting any outstanding series, the number -2- of shares of which is theretofore fixed by the directors. The description and terms of the Preferred Stock of each wholly unissued series in respect of the foregoing particulars are hereby authorized to be fixed and determined by the Board of Directors by appropriate resolution or resolutions, and upon each such determination of the Board of Directors shall require the officers of this corporation to file a Certificate of Determination of Preferences with the Secretary of State of the State of California in the form and manner then required by the California Corporations Code. All shares of Preferred Stock shall be of equal rank and shall be identical in all respects except in respect of the particulars that may be fixed by the Board of Directors as in Article IV provided; and all shares within each series shall be identical in all respects. Each series of Preferred Stock may differ from any or every other series of Preferred Stock as may be determined from time to time by the Board of Directors prior to the issuance of any shares of such series. (2) Common Stock. Subject to the prior rights of the holders of Preferred Stock as provided by law or in the Articles of Incorporation of this corporation or by the Board of Directors pursuant to the authority granted in this Article IV, the holders of Common Stock shall have and possess all (i) rights to dividends as may be declared and paid out of funds of this corporation legally available for such payment in such amounts and at such times as the Board of Directors may determine; (ii) voting rights and powers; and (iii) rights to receive the assets of the corporation upon liquidation -3- dissolution or winding up of the corporation, whether by voluntary or involuntary action. 5. That said paragraph "2", as corrected, conforms the wording of the resolution set forth therein to the wording of the resolution as adopted by the board of directors at a meeting held in Torrance, California on January 2, 1970, and to the wording of the amended article as set forth in the shareholders' written consent. /s/ JOSEPH E. SMITH ----------------------------------- JOSEPH E. SMITH, President /s/ E. F. PHILLIPPI ----------------------------------- EDWARD F. PHILLIPPI, JR., Secretary Each of the undersigned declares under penalty of perjury that the matters set forth in the foregoing certificate are true and correct. Executed at Torrance, California, on March 17, 1970. /s/ JOSEPH E. SMITH ----------------------------------- JOSEPH E. SMITH /s/ E. F. PHILLIPPI ----------------------------------- EDWARD F. PHILLIPPI, JR. -4- EXCELLON INDUSTRIES CERTIFICATE OF OWNERSHIP EXCELLON INDUSTRIES, a California corporation, hereby certifies the following: (a) EXCELLON INDUSTRIES owns all of the issued and outstanding stock of GALE SYSTEMS, INC., a Delaware corporation. (b) That at a meeting of the Board of Directors of EXCELLON INDUSTRIES, the following resolutions were adopted: WHEREAS, this Corporation owns all the outstanding stock of GALE SYSTEMS, INC., a Delaware corporation; and WHEREAS, it is deemed advisable and in the best interests of this Corporation and its shareholders that this Corporation merge GALE SYSTEMS, INC., and assume all its obligations. NOW, THEREFORE, BE IT RESOLVED, that this Corporation merge GALE SYSTEMS, INC. into itself and assume all the obligations of GALE SYSTEMS, INC. pursuant to Section 4124 of the California Corporations Code; RESOLVED FURTHER, that the President or Vice President and the Secretary or the Assistant Secretary of this Corporation be and they hereby are authorized and directed to execute and file a Certificate of Ownership as required by Section 4124 of the California Corporations Code and to take such further action as may be necessary or proper to accomplish such merger. (c) That the meeting of the Board of Directors at which said resolutions were adopted was duly held on the 19th day of December, 1974, at the hour of 2:00 p.m. in the City of Torrance, California, and the said resolutions were adopted by the unanimous vote of nine directors and that the number of directors entitled and authorized to vote is nine. IN WITNESS WHEREOF, EXCELLON INDUSTRIES has executed this certificate on the 26th day of December, 1974. EXCELLON INDUSTRIES By /s/ JOSEPH E. SMITH ------------------------------------- Joseph E. Smith, President /s/ L. E. GARWOOD ------------------------------------- LeRoy E. Garwood, Assistant Secretary JOSEPH E. SMITH and LE ROY E. GARWOOD, the President and Assistant Secretary, respectively, of EXCELLON INDUSTRIES, a California corporation, each say: I declare under penalty of perjury that the foregoing is true and correct. Executed on the 26th day of December, 1974, at 23915 Garnier Street, Torrance, California. /s/ JOSEPH E. SMITH ---------------------------------------- Joseph E. Smith, President /s/ L. E. GARWOOD ---------------------------------------- LeRoy E. Garwood, Assistant Secretary -2- CERTIFICATE OF OWNERSHIP MERGING DIXON AUTOMATION, INC. INTO EXCELLON INDUSTRIES EXCELLON INDUSTRIES, a California corporation, certifies that: One: EXCELLON INDUSTRIES owns all the outstanding stock of DIXON AUTOMATION, INC., a California corporation. Two: The Board of Directors of EXCELLON INDUSTRIES, by unanimous written consent in lieu of a meeting, adopted the following resolutions to merge DIXON AUTOMATION, INC. into EXCELLON INDUSTRIES and to assume all of its obligations: "WHEREAS, this corporation owns all of the outstanding stock of DIXON AUTOMATION, INC., and "WHEREAS, it is deemed advisable and for the best interests of this corporation and its shareholders that DIXON AUTOMATION, INC. be merged into this corporation. "NOW, THEREFORE, BE IT RESOLVED, that this corporation merge DIXON AUTOMATION, INC., its wholly-owned subsidiary, into itself and assume all of the obligations of said subsidiary pursuant to Section 4124 of the California Corporations Code. RESOLVED FURTHER, that the President and the Secretary of this corporation be and they hereby are authorized and directed to execute and file a Certificate of Ownership pursuant to Section 4124 of the California Corporations Code, and to do any and all things and to execute any and all documents which they consider necessary and proper in order to consummate said merger. "RESOLVED FURTHER, that this merger shall be considered to be pursuant to a plan of liquidation within the meaning of Section 332(b) of the Internal Revenue Code of 1954, as amended, which plan is as follows: (1) The corporation shall file a Certificate of Ownership with the California Secretary of State. (2) On the date of such filing, all assets and all liabilities of DIXON AUTOMATION, INC. shall be transferred to the corporation." Three: The foregoing resolutions were adopted by the unanimous written consent of the Board of Directors of Excellon Industries without a meeting as authorized by Article III, Section 14 of the By-laws of the corporation. IN WITNESS WHEREOF, EXCELLON INDUSTRIES has executed this Certificate of Ownership this 17 day of December, 1976, at Torrance, California. EXCELLON INDUSTRIES By /s/ JOSEPH E. SMITH -------------------------------- JOSEPH E. SMITH, President By /s/ E. F. PHILLIPPI -------------------------------- EDWARD F. PHILLIPPI, Secretary -2- Joseph E. Smith and Edward F. Phillippi, the President and Secretary respectively, of Excellon Industries, a California corporation, each say: I declare under penalty of perjury that the matters set forth in the foregoing Certificate of Ownership are true and correct. EXECUTED at Torrance, California, on December 17, 1976. /s/ JOSEPH E. SMITH ----------------------------------- JOSEPH E. SMITH /s/ E. F. PHILLIPPI ----------------------------------- EDWARD F. PHILLIPPI -3- CERTIFICATE OF OWNERSHIP The undersigned, EDWARD F. PHILLIPPI and ROBERT D. FARLEY, hereby certify that they are the President and Secretary, respectively, of EXCELLON INDUSTRIES, a California corporation ("Excellon"), and that: 1. Excellon is the parent corporation of CIRCUIT BOARD DRILLING SERVICE, INC., a California corporation ("Circuit Board"). 2. Circuit Board has one class of shares outstanding, consisting of shares of Common Stock. There are 200 of such shares outstanding, of which 100% are owned by Excellon. 3. The following resolutions have been duly adopted by the Board of Directors of Excellon: WHEREAS: This corporation owns 200 shares of the issued and outstanding Common Stock of Circuit Board Drilling Service, Inc., constituting 100% of the outstanding shares of said Common Stock, which Common Stock is the only class of shares outstanding of Circuit Board Drilling Service, Inc.; and WHEREAS: It is deemed to be advisable and in the best interests of this corporation that Circuit Board Drilling Service, Inc. be merged into this corporation and that this corporation assume all the liabilities of Circuit Board Drilling Service, Inc.; NOW, THEREFORE, BE IT RESOLVED: That this corporation merge Circuit Board Drilling Service, Inc. into itself and assume all the liabilities of Circuit Board Drilling Service, Inc., pursuant to Section 1110(a) of the California Corporations Code. /s/ E. F. PHILLIPPI ----------------------------------- Edward F. Phillippi /s/ ROBERT D. FARLEY ----------------------------------- Robert D. Farley Each of the undersigned declares under penalty of perjury that the statements contained in the foregoing certificate are true of his own knowledge. Executed at Torrance, California, on October 24, 1977. /s/ EDWARD F. PHILLIPPI ----------------------------------- Edward F. Phillippi /s/ ROBERT D. FARLEY ----------------------------------- Robert D. Farley -2- CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF EXCELLON INDUSTRIES JOHN H. MAC DONALD and ROBERT D. FARLEY hereby certify: 1. That they are a Vice President and the Secretary, respectively, of EXCELLON INDUSTRIES, a California corporation (the "Corporation"). 2. That by written consent of the Board of Directors of the Corporation, dated October 7, 1983, the following resolution was adopted: RESOLVED: That Article I of the Articles of Incorporation be amended to read in full as follows: The name of this corporation is: EXCELLON INDUSTRIES, INC. 3. That the foregoing amendment to the Articles of Incorporation has been approved by the written consent of the holders of all of the outstanding shares of the Corporation entitled to vote thereon in accordance with Section 902 of the General Corporation Law; that the total number of outstanding shares so entitled to vote is 1,417,915; and that the number of shares consenting to the amendment exceeded the majority vote required. /s/ JOHN H. MACDONALD ----------------------------------- John H. MacDonald, Vice President /s/ ROBERT D. FARLEY ----------------------------------- Robert D. Farley, Secretary Each of the undersigned declares under penalty of perjury that the matters set forth in the foregoing certificate are true and correct. Executed at Darien, Connecticut on October 10, 1983. /s/ JOHN H. MACDONALD ----------------------------------- John H. MacDonald /s/ ROBERT D. FARLEY ----------------------------------- Robert D. Farley -2- CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF EXCELLON INDUSTRIES, INC. Robert W. Cremin and Robert W. Stevenson certify that: 1. They are the President and the Secretary, respectively, of EXCELLON INDUSTRIES, INC., a California corporation (the "Corporation"). 2. Article I of the Articles of Incorporation is amended to read as follows: The name of this corporation is: EXCELLON AUTOMATION CO. 3. The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors. 4. The foregoing amendment has been duly approved by the sole shareholder. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. Dated this 31st day of March, 1991. EXCELLON INDUSTRIES, INC. /s/ ROBERT W. CREMIN ----------------------------------- Robert W. Cremin, President /s/ R. W. STEVENSON ----------------------------------- Robert W. Stevenson, Secretary CERTIFICATE OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF EXCELLON AUTOMATION CO. The undersigned, Robert W. Cremin and Robert D. George, hereby certify that: 1. They are the duly elected and acting Vice President and Secretary, respectively, of Excellon Automation Co., a California corporation. 2. Article I of the Articles of Incorporation of this corporation is amended in full to read as follows: "I The name of the corporation is EA TECHNOLOGIES CORPORATION" 3. The foregoing amendment of the Articles of Incorporation has been duly approved by the Board of Directors of this corporation. 4. The foregoing amendment was approved by the holders of the requisite number of shares of this corporation in accordance with Sections 902 and 903 of the California General Corporation Law. The total number of outstanding shares entitled to vote with respect to the foregoing amendment was 1,417,915 shares of Common Stock. There are no shares of Preferred Stock of the corporation outstanding. The number of shares voting in favor of the foregoing amendment equaled or exceeded the vote required. The percentage vote required was a majority of the outstanding shares of Common Stock. The undersigned certify under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. Executed in Bellevue, Washington on August 7, 2003. /s/ ROBERT W. CREMIN -------------------------------- Robert W. Cremin, Vice President /s/ ROBERT D. GEORGE -------------------------------- Robert D. George, Secretary EX-3.22 22 v92967a1exv3w22.txt EXHIBIT 3.22 EXHIBIT 3.22 BYLAWS OF EA TECHNOLOGIES CORPORATION (FORMERLY EXCELLON INDUSTRIES, INC. AND EXCELLON AUTOMATION CO.) EA TECHNOLOGIES CORPORATION (FORMERLY EXCELLON INDUSTRIES, INC. AND EXCELLON AUTOMATION CO.) FEBRUARY 10, 1989 BYLAWS AMENDMENTS
DATE OF AMENDMENT SECTION EFFECT OF AMENDMENT 11/4/98 Article III, Section 2 Board to be composed of not less than one nor more than five Sh. Action Directors, the specific number to be set by resolution of the Board or the stockholders.
BYLAWS OF EXCELLON INDUSTRIES, INC. ARTICLE I - OFFICES Section 1. Registered Office. The registered office of EXCELLON INDUSTRIES, INC. (hereinafter called the Corporation) in the State of California shall be at 818 West Seventh Street, Suite 1004, Los Angeles, California, and the registered agent in charge thereof shall be C T Corporation System. Section 2. Other Offices. The Corporation may also have an office or offices at other place or places within or without the State of California as may be fixed from time to time by the Board of Directors. ARTICLE II - SHAREHOLDERS Section 1. Annual Meeting. The annual meeting of the shareholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held on the last Wednesday of February if not a legal holiday, and if a legal holiday, then on the day following, or such other date as may be set by resolution of the Board of Directors (hereinafter called "the Board") at such place and hour as shall be fixed by the Board and designated in the notice or waiver of notice thereof; except that no annual meeting need be held if all actions, including the election of directors, required by the California General Corporation Law to be taken at a shareholders' annual meeting are taken by written consent in lieu of meeting pursuant to Section 4 of this Article. Section 2. Special Meetings. A special meeting of the shareholders for any purpose or purposes may be called by the Board, the President or the Secretary of the Corporation or the record holders of at least a majority of the shares of common stock of the Corporation issued and outstanding, to be held at such place, date and hour as shall be designated in the notice or waiver of notice thereof. Section 3. Notice of Meetings. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each shareholder entitled to vote at such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the records of the Corporation. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. Section 4. Shareholders' Consent in Lieu of Meeting. Any action required by the California General Corporation Law to be taken at any annual or special meeting of the shareholders of the Corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the shareholders. Section 5. Quorum. A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of less than one-third of shares entitled to vote at the meeting. -2- ARTICLE III - BOARD OF DIRECTORS Section 1. General Powers. The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Articles of Incorporation directed or required to be exercised or done by the shareholders. Section 2. Number and Term of Office. The number of directors shall be three (3). Each director shall hold office until his successor is elected and qualified, or until his earlier death or resignation or removal in the manner hereinafter provided. Section 3. Resignation. Any director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 4. Removal. Any director or the entire Board may be removed, with or without cause, at any time by vote of the holders of a majority of the shares then entitled to vote at an election of directors, or by written consent of the shareholders pursuant to Section 4 of Article II hereof. Section 5. Vacancies. If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect such new directors for the balance of a term and until their successors are elected and qualified. Section 6. Annual Meetings. As soon as practicable after each annual election of directors, the Board shall meet for the purpose of organization and the transaction of other business, unless it shall have transacted all such business by written consent pursuant to Section 11 of this Article. -3- Section 7. Special Meetings. Special meetings of the Board of Directors may be called by one-third of the directors then in office (rounded up to the nearest whole number) or by the President and shall be held at such place, on such date, and at such time as they or he shall fix. Notice of the place, date and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five days before the meeting or by telegraphing the same not less than twenty-four hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. Section 8. Notice/Waiver of Notice. The Secretary shall give notice to each director of each meeting, including the time, place and purpose of such meeting. Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least two days before the day on which such meeting is to be held, or shall be sent to him at such place by telegraph, cable, wireless or other form of recorded communication, or be delivered personally or by telephone not later than the day before the day on which such meeting is to be held, but notice need not be given to any director who shall attend such meeting. A written waiver of notice, signed by the person entitled thereto, whether before or after the time of the meeting stated therein, shall be deemed equivalent to notice. Section 9. Place of Meeting. The Board may hold its meetings at such place or places, either within or without the State of California, as the Board may from time to time determine, or as shall be designated in the respective notices or waivers of notice thereof. Section 10. Quorum and Manner of Acting. One-third of the total number of directors then in office (but not less than two if the number of directors is greater than one) shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting. The vote of a majority of those directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board, except as otherwise expressly required by law or these Bylaws. In the absence of a quorum for any such meeting, a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present. -4- Section 11. Directors' Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, without prior notice and without a vote, if a consent thereto in writing, setting forth the action so taken, shall be signed by all the directors and such consent is filed with the minutes of the proceedings of the Board. Section 12. Action by Means of Conference Telephone or Similar Communications Equipment. Any one or more members of the Board, or of any committee designated by the Board, may participate in a meeting of the Board or any such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. ARTICLE IV - OFFICERS Section 1. Generally. The officers of the Corporation shall consist of a President, one or more Vice-Presidents, a Secretary and Treasurer. The Board may also designate such other officers, assistant officers and agents as it may, from time to time, deem necessary and desirable. Any two or more offices may be held by the same person. Section 2. Authority and Duties. All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws or, to the extent not so provided, as may be delegated by the Board. Section 3. Term of Office. All officers shall be elected or appointed by the Board and shall hold office for such term as may be prescribed by the Board. Each officer shall hold office until his successor has been elected or appointed and qualified or his earlier death or resignation or removal in the manner hereinafter provided. The Board may require any officer to give security by bond or otherwise for the faithful performance of his duties. -5- Section 4. Resignation. Any officer may resign at any time by giving written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time when it shall become effective is not specified therein, at the time it is accepted by action of the Board. Except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective. Section 5. Removal. All officers and agents elected or appointed by the Board shall be subject to removal at any time by the Board or by the shareholders of the Corporation with or without cause. Section 6. Vacancies. If the office of President, Secretary or Treasurer becomes vacant for any reason, the Board shall fill such vacancy, and if any other office becomes vacant, the Board may fill such vacancy. Any officer so appointed or elected by the Board shall serve only until such time as the unexpired term of his predecessor shall have expired unless reelected or reappointed by the Board. Section 7. President. The President shall be the principal operating and administrative officer of the corporation. He shall have general control and management of the business affairs and policies of the corporation and shall be generally responsible for the proper conduct of the business of the corporation. He shall possess power to sign all certificates, contracts and other instruments of the corporation. He shall preside at all meetings of the shareholders and of the Board. In general, he shall perform all such other duties as are incident to the office of President or are from time to time assigned to him by the Board. Section 8. Vice-President. The Vice-President, or if there be more than one, the Vice-Presidents, in the order as determined by the Board, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall generally assist the President and perform such other duties as the Board shall prescribe. Section 9. Secretary. The Secretary shall, to the extent practicable, attend all meetings of the Board and all meetings of the shareholders -6- and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for any standing committees (if any) when required. He shall give, or cause to be given, notice of all meetings of the shareholders and of the Board, and shall perform such other duties as may be prescribed by the Board, under whose supervision he shall act. He shall keep in safe custody the seal of the Corporation and affix the same to any duly authorized instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer or an Assistant Treasurer. He shall keep in safe custody the certificate books and stockholder records and such other books and records as the Board may direct and shall perform all other duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board. Section 10. Treasurer. The Treasurer shall have the care and custody of the corporate funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all money and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation, and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board. ARTICLE V - SHARES Section 1. Certificates for Shares. Each shareholder shall be entitled to a certificate signed by, or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or a Vice-President, and by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him. Any or all of the signatures on the certificate may be facsimile. Certificates shall be issued in consecutive order and shall be numbered in order of their issue. Section 2. Record. A record (herein called the stock record) in one or more counterparts shall be kept of the name of the person, firm or corporation owning the shares represented by each certificate for -7- stock of the Corporation issued, the number of shares represented by each such certificate, the date thereof and, in the case of cancellation, the date of cancellation. Except as otherwise expressly required by law, the person in whose name shares of stock stand on the stock record of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Section 3. Transfer and Registration of Stock. The transfer of stock and certificates of stock which represent the stock of the Corporation shall be governed by Article 8 of the Uniform Commercial Code, as amended from time to time. Transfers of shares of the Corporation shall be made only upon the books of the Corporation upon request of the registered holder thereof, or of his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and upon the surrender of the certificate or certificates for such shares properly endorsed or accompanied by a stock power duly executed. Section 4. Record Date. In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty or less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of shareholders entitled to notice of or to vote at a meeting of the shareholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. Section 5. Lost, Stolen or Destroyed Certificates. In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity. -8- Section 6. Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board may establish. ARTICLE VI - MISCELLANEOUS Section 1. Notices. Except as otherwise specifically provided herein or required by law, all notices required to be given to any shareholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by prepaid telegram or mailgram. Any such notice shall be addressed to such shareholder, director, officer, employee or agent at his last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails or by telegram or mailgram, shall be the time of the giving of the notice. Section 2. Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board or a committee thereof. Section 3. Corporate Seal. The Board may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer. Section 4. Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board, and each officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation, including reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care. -9- Section 5. Fiscal Year The fiscal year of the Corporation shall be as fixed by the Board. Section 6. Time Periods. In applying any provision of these Bylaws which requires that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included. Section 7. Proxies. The Board shall designate officers of the Corporation who shall have authority from time to time to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation, and to vote or consent in respect of such stock or securities. Such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights, and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise its said powers and rights. ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 1. Indemnification of Officers and Directors. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or an officer of the Corporation, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the fullest extent and in the manner set forth in and permitted by the California General Corporation Law, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled apart from the foregoing provisions. The foregoing provisions of this Section 1 shall be deemed to be a contract between the Corporation and each director and officer who serves in such capacity at any time while this Article VII and the relevant -10- provisions of the California General Corporation Law and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. Section 2. Indemnification of other Persons. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the extent and in the manner set forth in and permitted by the California General Corporation Law, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which any such person may be entitled apart from the foregoing provisions. Section 3. Insurance. The Corporation shall have power to maintain insurance, at its expense, to protect itself and any such director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article VII of these Bylaws or the California General Corporation Law or any other provision of law. ARTICLE VIII - AMENDMENTS These Bylaws may be amended or repealed by the Board at any meeting or by the shareholders at any meeting. Adopted by resolution of the Corporation's Sole Shareholder and Board of Director on February 10, 1989. /s/ R. W. STEVENSON ------------------------------- Secretary -11- EX-3.23 23 v92967a1exv3w23.txt EXHIBIT 3.23 EXHIBIT 3.23 ARTICLES OF INCORPORATION OF EXCELLON INTERNATIONAL One: The name of this corporation is: EXCELLON INTERNATIONAL Two: The specific business in which the corporation is to primarily engage and the general for which this corporation is formed are as follows: SPECIFIC PURPOSE (a) Including but not limited to the creation, development, manufacture, international sale and distribution of machine tools and allied products; (1) To carry on the business of iron founders, mechanical engineers, and manufacturers of agricultural implements, and other machinery, tool-makers, brass founders, metal workers, boiler-makers, millwrights machinists, iron and steel converters, smiths, wood-workers, builders, painters, metallurgists, electrical engineers, water supply engineers, gas-makers, farmers, printers, carriers, and merchants, and to buy sell manufacture, repair, convert, alter, let on hire and deal in machinery implements, rolling-stock, and hardware of all kinds, and to carry on any other business (manufacturing or otherwise) which may seem to the Company capable of being conveniently carried on in connection with the above, or otherwise calculated, directly or indirectly, to enhance the value of any of the property and rights of the Company for the time being. (2) To carry on any business relating to the winning and working of minerals, and the production and working of metals, and the production, manufacture, and preparation of any other materials which may be usefully or conveniently combined with the engineering or manufacturing business of the company, or any contracts undertaken by the Company, and either for the purpose only of such contracts or as an independent business. (3) To undertake and execute any contracts for works involving the supply or use of any machinery and to carry out any ancillary or other works comprised in such contracts. GENERAL PURPOSE (b) To engage in any one or more business or transactions which the board of directors of this corporation may from time to time authorize or approve, whether related or unrelated to the business described in (a) above or to any other business then or theretofore done by this corporation; (c) To exercise any and all rights and powers which a corporation may now or hereafter exercise; (d) To act as principal, agent, joint venturer, partner or in any other capacity which may be authorized or approved by the board of directors of this corporation; (e) To transact business in the State of California or in any other jurisdiction of the United States of America or elsewhere in the world; and (f) Further, (1) To purchase or otherwise acquire for any estate or interest any property, assets or any concessions, licences, grants, patents, trade marks or other exclusive or non-exclusive rights of any kind which may appear to be necessary or convenient for any business of the Company, and to develop and turn to account and deal with the same in such manner as may be thought expedient, and to make experiments and tests and to carry on all kinds of research work. (2) To hold all or any shares or obligations acquired by the Company, or to sell or re-issue the same, with or without guarantee, or to distribute them or any other assets of the Company in kind upon a division of profits or distribution of Capital among the members; and in the case of any cash, shares or obligations receivable upon any sale or amalgamation, to arrange, in case at the time of any such sale or amalgamation the shares of this Company shall be of different classes, for the distribution of any proceeds of sale in any manner authorized by or under the provisions of the Articles of Association for the time being. (3) To negotiate for, purchase, sell, hire, exchange, take or grant on building or other lease or agreement for building or other lease or otherwise acquire or deal with real or personal property of all kinds, and in particular, estates, lands, houses, buildings, warehouses, machinery, plant, stores, licenses, concessions, rights of way and right of water, and any rights, easements, privileges or interest which the Directors of the Company may consider advisable, and to work, manage, mortgage, lease or otherwise deal with the whole or any part of such property or rights, whether belonging to the Company or otherwise, and to erect and construct houses, buildings and works of every description, and to clear, manage, farm, cultivate, plant, work or improve any land or buildings which, or any interest in which, -2- may belong to the Company, and to deal with, or otherwise turn to account, any farm or other products of any such land. (4) To sell, let, lease, grant licenses, easements and other rights over and in any other manner dispose of or deal with the whole or any part of the undertaking, property, assets, rights, effects and businesses of Company for such consideration as may be thought fit and in particular for a rent or rents or shares, debentures, debenture stock or other obligations of any other company, and to promote and form any company intended to purchase, take on lease, or in anywise deal with, any property or rights of the Company, or which it may be considered will help the Company in its business, or in which it may be considered desirable that the Company shall be interested, and to subscribed absolutely or subject to any condition or contingency for or acquire in any way any shares or obligations of such company. (5) To borrow and raise money in any manner and on any terms. (6) For any purpose and in any manner and from time to time to mortgage or charge the whole or any part of the undertaking, property and rights (including property and rights to be subsequently acquired) of the Company, and any money uncalled on any shares of the Capital, original or increased, of the Company and whether at the time issued or created or not and to create, issue, make and give debentures, debenture stock, bonds or other obligations, perpetual or otherwise, with or without any mortgage or charge on all or any part of such undertaking, property, rights and uncalled money. (7) To amke, draw, accept, endorse, discount, negotiate, execute and issue and to buy, sell and deal in promissory notes, bills of exchange, cheques, bills of lading, shipping documents, dock and warehouse warrants, and other instruments negotiable or transferable or otherwise, and to deal in exchange or bullion. (8) To advance and lend money with or without security and to subsidise, assist and guarantee the payment of money by or the performance of any contract, engagement or obligation by any persons or companies and in particular customers of the Company or any persons or companies with whom the Company may have or intend to have business relations. The foregoing statement of purposes shall be construed as a statement of both purposes and powers, and the purposes and powers -3- in each clause shall, except where otherwise expressed, be in nowise limited, or restricted by reference to or inference from the terms or provisions of any other clause but shall be regarded as independent purposes and powers. Three: The county in the State of California where the principal office for the transaction of the business of this corporation is to be located in Los Angeles County. Four: This corporation is authorized to issue only one class of shares; the total number of said shares shall be Two Thousand Five Hundred and the par value of each of said shares shall be Ten and no/100 Dollars ($10.00) at par, an aggregate of Twenty-Five Thousand Dollars ($25,000.00). Five: (a) The number of directors of this corporation shall be three (3). The exact number of directors shall be fixed from time to tome, within the limits specified in these articles of incorporation, or a controlling by-law, or a by-law or amendment thereof duly adopted by the shareholders. (b) The names and addresses of the persons who are appointed to act as the first directors of this corporation are:
Name Address ---- ------- Joseph E. Smith 2680 West 231st Street Torrance, California Le Roy Garwood 630 Calle De Arboles Redondo Beach, California Michael Gardner 2715 West 230th Place Torrance, California
Six: Each shareholder or subscriber to shares of this corporation shall be entitled to full preemptive or preferential rights, as such rights have been heretofore defined at common law, to purchase and/or subscribe for his proportionate part of any shares which may be issued at any time by this corporation. -4- IN WITNESS WHEREOF, for the purposes of forming this corporation under the laws of the State of California, the undersigned, constituting the incorporators of this corporation, including the persons named hereinabove as the first directors of this corporation, have executed these Articles of Incorporation this 15th day of April, 1968. /s/ JOSEPH E. SMITH ------------------------------- JOSEPH E. SMITH /s/ LE ROY GARWOOD ------------------------------- LE ROY GARWOOD /s/ MICHAEL GARDNER ------------------------------- MICHAEL GARDNER STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. On this 15th day of April, 1968, personally appeared JOSEPH E. SMITH, LE ROY GARWOOD, MICHAEL GARDNER, known to me to be the persons whose names are subscribed to the foregoing Articles of Incorporation, and acknowledge to me that they executed the same. WITNESS my hand and official seal. /s/ GAYLE E. ALWARD - -------------------------------------------- Notary Public in and for said County and State. -5- CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF EXCELLON INTERNATIONAL Rogers Beetlestone and Robert W. Stevenson certify that: 1. They are the President and the Secretary, respectively, of EXCELLON INTERNATIONAL, a California corporation (the "Corporation"). 2. Article One of the Articles of Incorporation is amended to read as follows: ONE: The name of this corporation is: EXCELLON U.K. 3. The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors. 4. The foregoing amendment has been duly approved by the sole shareholder. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. Dated this 31 day of March, 1991. EXCELLON INTERNATIONAL /s/ ROGERS BEETLESTONE ------------------------------------ Rogers Beetlestone, President and General Manager /s/ R. W. STEVENSON ------------------------------------ Robert W. Stevenson, Secretary EX-3.24 24 v92967a1exv3w24.txt EXHIBIT 3.24 EXHIBIT 3.24 BYLAWS OF EXCELLON U.K. . . . EXCELLON U.K. AUGUST 15, 1989 BYLAWS AMENDMENTS
DATE OF AMENDMENT SECTION EFFECT OF AMENDMENT 5/3/99 Article III, Section 2 Board to be composed of three Directors, except that if the Shareholder corporation has only one shareholder, the Board shall Action consist of not less than one Director, and if the corporation has only two shareholders, the Board shall consist of not less than two Directors.
BYLAWS OF EXCELLON INTERNATIONAL ARTICLE I - OFFICES Section 1. Registered Office. The registered office of EXCELLON INTERNATIONAL (hereinafter called the Corporation) in the State of California shall be at 818 West Seventh Street, Suite 1004, Los Angeles, California, and the registered agent in charge thereof shall be C T Corporation System. Section 2. Other Offices. The Corporation may also have an office or offices at other place or places within or without the State of California as may be fixed from time to time by the Board of Directors. ARTICLE II - SHAREHOLDERS Section 1. Annual Meeting. The annual meeting of the shareholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held on the last Wednesday of February if not a legal holiday, and if a legal holiday, then on the day following, or such other date as may be set by resolution of the Board of Directors (hereinafter called "the Board") at such place and hour as shall be fixed by the Board and designated in the notice or waiver of notice thereof; except that no annual meeting need be held if all actions, including the election of directors, required by the California General Corporation Law to be taken at a shareholders' annual meeting are taken by written consent in lieu of meeting pursuant to Section 4 of this Article. Section 2. Special Meetings. A special meeting of the shareholders for any purpose or purposes may be called by the Board, the President or the Secretary of the Corporation or the record holders of at least a majority of the shares of common stock of the Corporation issued and outstanding, to be held at such place, date and hour as shall be designated in the notice or waiver of notice thereof. Section 3. Notice of Meetings. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each shareholder entitled to vote at such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the records of the Corporation. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. Section 4. Shareholders' Consent in Lieu of Meeting. Any action required by the California General Corporation Law to be taken at any annual or special meeting of the shareholders of the Corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the shareholders. Section 5. Quorum. A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of less than one-third of shares entitled to vote at the meeting. -2- ARTICLE III - BOARD OF DIRECTORS Section 1. General Powers. The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Articles of Incorporation directed or required to be exercised or done by the shareholders. Section 2. Number and Term of Office. The number of directors shall be three (3). Each director shall hold office until his successor is elected and qualified, or until his earlier death or resignation or removal in the manner hereinafter provided. Section 3. Resignation. Any director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 4. Removal. Any director or the entire Board may be removed, with or without cause, at any time by vote of the holders of a majority of the shares then entitled to vote at an election of directors, or by written consent of the shareholders pursuant to Section 4 of Article II hereof. Section 5. Vacancies. If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect such new directors for the balance of a term and until their successors are elected and qualified. Section 6. Annual Meetings. As soon as practicable after each annual election of directors, the Board shall meet for the purpose of organization and the transaction of other business, unless it shall have transacted all such business by written consent pursuant to Section 11 of this Article. -3- Section 7. Special Meetings. Special meetings of the Board of Directors may be called by one-third of the directors then in office (rounded up to the nearest whole number) or by the President and shall be held at such place, on such date, and at such time as they or he shall fix. Notice of the place, date and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five days before the meeting or by telegraphing the same not less than twenty-four hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. Section 8. Notice/Waiver of Notice. The Secretary shall give notice to each director of each meeting, including the time, place and purpose of such meeting. Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least two days before the day on which such meeting is to be held, or shall be sent to him at such place by telegraph, cable, wireless or other form of recoarded communication, or be delivered personally or by telephone not later than the day before the day on which such meeting is to be held, but notice need not be given to any director who shall attend such meeting. A written waiver of notice, signed by the person entitled thereto, whether before or after the time of the meeting stated therein, shall be deemed equivalent to notice. Section 9. Place of Meeting. The Board may hold its meetings at such place or places, either within or without the State of California, as the Board may from time to time determine, or as shall be designated in the respective notices or waivers of notice thereof. Section 10. Quorum and Manner of Acting. One-third of the total number of directors then in office (but not less than two if the number of directors is greater than one) shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting. The vote of a majority of those directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board, except as otherwise expressly required by law or these Bylaws. In the absence of a quorum for any such meeting, a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present. -4- Section 11. Directors' Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, without prior notice and without a vote, if a consent thereto in writing, setting forth the action so taken, shall be signed by all the directors and such consent is filed with the minutes of the proceedings of the Board. Section 12. Action by Means of Conference Telephone or Similar Communications Equipment. Any one or more members of the Board, or of any committee designated by the Board, may participate in a meeting of the Board or any such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. ARTICLE IV - OFFICERS Section 1. Generally. The officers of the Corporation shall consist of a President, one or more Vice-Presidents, a Secretary and Treasurer. The Board may also designate such other officers, assistant officers and agents as it may, from time to time, deem necessary and desirable. Any two or more offices may be held by the same person. Section 2. Authority and Duties. All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws or, to the extent not so provided, as may be delegated by the Board. Section 3. Term of Office. All officers shall be elected or appointed by the Board and shall hold office for such term as may be prescribed by the Board. Each officer shall hold office until his successor has been elected or appointed and qualified or his earlier death or resignation or removal in the manner hereinafter provided. The Board may require any officer to give security by bond or otherwise for the faithful performance of his duties. -5- Section 4. Resignation. Any officer may resign at any time by giving written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time when it shall become effective is not specified therein, at the time it is accepted by action of the Board. Except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective. Section 5. Removal. All officers and agents elected or appointed by the Board shall be subject to removal at any time by the Board or by the shareholders of the Corporation with or without cause. Section 6. Vacancies. If the office of President, Secretary or Treasurer becomes vacant for any reason, the Board shall fill such vacancy, and if any other office becomes vacant, the Board may fill such vacancy. Any officer so appointed or elected by the Board shall serve only until such time as the unexpired term of his predecessor shall have expired unless reelected or reappointed by the Board. Section 7. President. The President shall be the principal operating and administrative officer of the corporation. He shall have general control and management of the business affairs and policies of the corporation and shall be generally responsible for the proper conduct of the business of the corporation. He shall possess power to sign all certificates, contracts and other instruments of the corporation. He shall preside at all meetings of the shareholders and of the Board. In general, he shall perform all such other duties as are incident to the office of President or are from time to time assigned to him by the Board. Section 8. Vice-President. The Vice-President, or if there be more than one, the Vice-Presidents, in the order as determined by the Board, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall generally assist the President and perform such other duties as the Board shall prescribe. Section 9. Secretary. The Secretary shall, to the extent practicable, attend all meetings of the Board and all meetings of the shareholders -6- and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for any standing committees (if any) when required. He shall give, or cause to be given, notice of all meetings of the shareholders and of the Board, and shall perform such other duties as may be prescribed by the Board, under whose supervision he shall act. He shall keep in safe custody the seal of the Corporation and affix the same to any duly authorized instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer or an Assistant Treasurer. He shall keep in safe custody the certificate books and stockholder records and such other books and records as the Board may direct and shall perform all other duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board. Section 10. Treasurer. The Treasurer shall have the care and custody of the corporate funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all money and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation, and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board. ARTICLE V - SHARES Section 1. Certificates Each shareholder shall be entitled to a certificate signed by, or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or a Vice-President, and by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him. Any or all of the signatures on the certificate may be facsimile. Certificates shall be issued in consecutive order and shall be numbered in order of their issue. Section 2. Record. A record (herein called the stock record) in one or more counterparts shall be kept of the name of the person, firm or corporation owning the shares represented by each certificate -7- for stock of the Corporation issued, the number of shares represented by each such certificate, the date thereof and, in the case of cancellation, the date of cancellation. Except as otherwise expressly required by law, the person in whose name shares of stock stand on the stock record of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Section 3. Transfer and Registration of Stock. The transfer of stock and certificates of stock which represent the stock of the Corporation shall be governed by Article 8 of the Uniform Commercial Code, as amended from time to time. Transfers of shares of the Corporation shall be made only upon the books of the Corporation upon request of the registered holder thereof, or of his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and upon the surrender of the certificate or certificates for such shares properly endorsed or accompanied by a stock power duly executed. Section 4. Record Date. In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty or less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of shareholders entitled to notice of or to vote at a meeting of the shareholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. Section 5. Lost. Stolen or Destroyed Certificates. In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity. -8- Section 6. Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board may establish. ARTICLE VI - MISCELLANEOUS Section 1. Notices. Except as otherwise specifically provided herein or required by law, all notices required to be given to any shareholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by prepaid telegram or mailgram. Any such notice shall be addressed to such shareholder, director, officer, employee or agent at his last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails or by telegram or mailgram, shall be the time of the giving of the notice. Section 2. Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board or a committee thereof. Section 3. Corporate Seal. The Board may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer. Section 4. Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board, and each officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation, including reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care. -9- Section 5. Fiscal Year. The fiscal year of the Corporation shall be as fixed by the Board. Section 6. Time Periods. In applying any provision of these Bylaws which requires that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included. Section 7. Proxies. The Board shall designate officers of the Corporation who shall have authority from time to time to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation, and to vote or consent in respect of such stock or securities. Such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights, and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise its said powers and rights. ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 1. Indemnification of Officers and Directors. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or an officer' of the Corporation, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the fullest extent and in the manner set forth in and permitted by the California General Corporation Law, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled apart from the foregoing provisions. The foregoing provisions of this Section 1 shall be deemed to be a contract between the Corporation and each director and officer who serves in such capacity at any time while this Article VII -10- and the relevant provisions of the California General Corporation Law and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. Section 2. Indemnification of other Persons. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the extent and in the manner set forth in and permitted by the California General Corporation Law, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which any such person may be entitled apart from the foregoing provisions. Section 3. Insurance. The Corporation shall have power to maintain insurance, at its expense, to protect itself and any such director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article VII of these Bylaws or the California General Corporation Law or any other provision of law. ARTICLE VIII - AMENDMENTS These Bylaws may be amended or repealed by the Board at any meeting or by the shareholders at any meeting. Adopted by resolution of the Corporation's Sole Shareholder and Board of Directors on August 15, 1989. /s/ R. W. STEVENSON ----------------------------------- Secretary -11- EX-3.25 25 v92967a1exv3w25.txt EXHIBIT 3.25 EXHIBIT 3.25 CERTIFICATE OF AMENDED ARTICLES OF INCORPORATION BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF FLUID REGULATORS CORPORATION Jack D. Hoye, who is President, and Michael A. Cencula, who is Secretary of the above named Ohio corporation (herein called the "Corporation"), for profit, with its principal location at Painsville, Ohio, do hereby certify that: in a writing signed by all of the shareholders who would be entitled to notice of a meeting held for that purpose, the following resolutions to amend the Articles were adopted: RESOLVED that the Corporation is hereby authorized and directed to amend and supersede its existing Articles of Incorporation by adopting Amended and Restated Articles of Incorporation as are set forth on Exhibit A (attached hereto and incorporated herein by reference) and which supersede the Corporation's existing Articles of Incorporation. RESOLVED, FURTHER, that the appropriate Corporate Officers are authorized and directed to sign and to file (or cause to be filed) a Certificate of Amendment to the Articles of Incorporation of the Corporation with the Secretary of State of Ohio. IN WITNESS WHEREOF, the above named officers, acting for and on behalf of the Corporation, have hereto subscribed their names this 18th day of April, 1988. FLUID REGULATORS CORPORATION By: /s/ JACK D. HOYE ------------------------------------ Jack D. Hoye, President By: /s/ MICHAEL A. CENCULA ------------------------------------ Michael A. Cencula, Secretary EXHIBIT A AMENDED AND RESTATED ARTICLES OF INCORPORATION OF FLUID REGULATORS CORPORATION Pursuant to Section 1701.69, 1701.71, and 1701.72 of the Ohio Revised Code, these Amended and Restated Articles of Incorporation of Fluid Regulators Corporation (herein called the "Corporation") hereby supersede the Corporation's existing Articles of Incorporation and shall read as follows: FIRST. The name of said corporation shall be Fluid Regulators Corporation. SECOND. The place in Ohio where its principal office is to be located is Painesville, Lake County. THIRD. The purpose for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be formed under Sections 1701.01 through 1701.98, inclusive, of the Ohio Revised Code. FOURTH. The number of shares of stock which the Corporation is authorized to have outstanding is Five Thousand Five Hundred (5,500). FIFTH. By action of its Board of Directors without prior approval of the Shareholders, the Corporation may purchase or redeem shares of any class of stock issued by the Corporation. SIXTH. The Corporation may redeem and purchase shares of any class of stock issued by the Corporation in accordance with such terms and conditions as the Corporation and the applicable Shareholder(s) determine through a stock redemption agreement or any other written or oral agreement. EX-3.26 26 v92967a1exv3w26.txt EXHIBIT 3.26 EXHIBIT 3.26 AMENDED AND RESTATED CODE OF REGULATIONS OF FLUID REGULATORS CORPORATION . . . APRIL 18, 1988 AMENDED AND RESTATED CODE OF REGULATIONS FLUID REGULATORS CORPORATION AMENDMENTS
DATE OF AMENDMENT SECTION EFFECT OF AMENDMENT 5/3/99 Article III, Section 1 Board to be composed of not less than three Directors, Sh. Action provided that where all shares are owned by one or two shareholders, the number may be less than three but not less than the number of shareholders. The specific number of Directors shall be set by resolution of the shareholders or the Board. Term of office shall expire at the next annual meeting of shareholders. 6/3/03 Article VI, Sections 5(c) Deleted Sh. Action and (d)
APRIL 18, 1988 AMENDED AND RESTATED CODE OF REGULATIONS FLUID REGULATORS CORPORATION TEXT OF AMENDMENTS DATE OF AMENDMENT TEXT OF AMENDMENT 5/3/99 Article III. Board of Directors, Section 1. Number, Shareholder Action Qualification and Term. The Board of Directors shall be composed of not less than three Directors, provided that where all shares of the Corporation are owned of record by one or two shareholders, the number of Directors may be less than three but not less than the number of shareholders. The specific number of Directors shall be set by resolution of the shareholders or the Board. The number of Directors may be changed from time to time by amendment to this Amended and Restated Code of Regulations, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Unless a Director dies, resigns or is removed, his or her term of office shall expire at the next annual meeting of shareholders; provided, however, that a Director shall continue to serve until his or her successor is elected. Directors need not be shareholders of the corporation or residents of the state of Ohio and need not meet any other qualifications, subject only to any specific requirements of Ohio law. Adopted 4/18/88 AMENDED AND RESTATED CODE OF REGULATIONS OF FLUID REGULATORS CORPORATION ARTICLE I SHAREHOLDER MEETINGS Section 1. Annual Shareholder Meetings. a. The annual meeting of the Corporation's Shareholders (herein called the "Annual Shareholder Meeting") shall be held after the close of the Corporation's business at the Corporation's principal place of business on the tenth (10th) business day of January of each year, or on such other day and at such other time and place (within or without the State of Ohio) as the Board of Directors determines; provided, however, that the Annual Shareholder Meeting must be held each year within six (6) months after close of the Corporation's immediately preceding fiscal year. b. The purposes of the Annual Shareholder Meeting are to elect Directors, receive and act upon annual and other reports of the Officers and Directors, transact other Shareholder business and activities, and take any other Shareholder actions. Section 2. Special Shareholder Meetings. a. Special Meetings of the Corporation's Shareholders (herein called a "Special Shareholder Meeting") may be called by the registered holders of at least Fifty Percent (50%) of the Corporation's voting Shares, by any two (2) Corporate Officers or by the Board of Directors for any reasonable purpose. b. All Special Shareholder Meetings may be held within thirty (30) days of call, on the day, at the time and at the place (within or without the State of Ohio) as the Board of Directors determines. c. The purpose(s) of any Special Shareholder Meeting may be to transact any Shareholder business and activities and to take any Shareholder actions. Section 3. Record Dates. a. For purposes of determining those Shareholders entitled to (1) receive notice of any Shareholder Meeting, or (2) receive dividends or distributions, or (3) exercise any other Shareholder rights, the Board of Directors shall fix Record Dates not earlier than the date on which the Record Date is established and not more than sixty (60) days prior to the designated event. b. Unless otherwise provided by law, only holders of the Corporation's Shares actually registered in the holder's name on the Corporation's Share records at the close of business on the Record Date shall be recognized and counted for the applicable purposes designated Section 3(a), above. Section 4. Notice. a. The Secretary or any other Corporate Officer shall give written or oral Notice stating the date, time, place and purposes of each Shareholder Meeting. Not less than seven (7) nor more than sixty (60) days before any Shareholder Meeting, the Secretary (or any other Corporate Officer) either shall cause personal delivery of the Notice or shall mail (by ordinary United States mail, postage prepaid) the Notice to each registered holder (as of the Record Date) of the Corporation's voting Shares at the address then appearing on the Corporation's Share records. b. Notwithstanding any contrary provision herein, a Shareholder's attendance (in person or by proxy) at any Shareholder Meeting waives any lack of or deficiency in Notice of such Meeting. c. Notice of adjournment of any Shareholder Meeting need not be given if the date, time and place to which the Meeting is adjourned are fixed and announced at such Meeting. -2- Section 5. Quorum and Attendance. a. A majority of the Corporation's issued and outstanding voting Shares (represented in person or by proxy) constitutes a quorum for the transaction of business at any Shareholder Meeting. b. Whether or not a quorum exists, a majority of the voting Shares (represented in person or by proxy) at any Shareholder Meeting may adjourn the Meeting. c. Unless otherwise approved in advance by the Board of Directors, only Shareholders may attend Shareholder Meetings. Section 6. Voting. a. Except as otherwise modified by the express terms of any Shares or by this Code of Regulations, each holder shall be entitled to one (1) vote for each Share of the Corporation's stock (regardless of class) registered in the Shareholder's name on the Corporation's Share records as of the Record Date. b. Unless otherwise provided in these Regulations or specifically required by law, all matters properly submitted to the Shareholders at any Shareholder Meeting shall be decided by a majority of the voting Shares represented in person or by proxy. Section 7. Proxies. a. A Shareholder entitled to vote at a Shareholder Meeting may be represented and so vote by written proxy signed by such Shareholder and submitted to the Secretary at or before the Shareholder Meeting. Such Proxy shall be valid for only the Shareholder Meeting designated therein and shall name as proxy only another Shareholder of this Corporation. b. A Shareholder may exercise any Shareholder consents, waivers, releases or other Shareholder rights by written proxy signed by such Shareholder and submitted to the Secretary prior to the exercise thereof. -3- Section 8. Election of Directors. a. At each Annual Shareholder Meeting, the voting Shareholders shall elect Directors to serve the term specified in Article III, Section 1 of these Regulations or until their successors are elected, or until their earlier death, disqualification, resignation or removal from the Board of Directors. b. If no Annual Shareholder Meeting is held or if Directors are not elected thereat, the voting Shareholders shall elect Directors at a Special Shareholder Meeting and such Directors shall serve the term specified in Article III, Section I of these Regulations or until their successors are elected, or until their earlier death, disqualification, resignation or removal from the Board of Directors. c. Only qualified nominees (as described in Section 1 of Article III of these Regulations) shall be designated for Directorships as follows: (i) Any group of ten (10) participants of the Corporation's Employees' Stock Ownership Plan and Trust (herein called the "Plan"), each of whom have Corporate Stock allocated to their respective Plan accounts, (herein collectively called the "Plan Participants"), may designate qualified nominees for Directorships through a written document executed by each such Plan Participant, provided, however, that a Plan Participant may only designate as many qualified nominees as there are Directorship vacancies; and/or (ii) Any voting shareholder (in person or proxy) may designate qualified nominees for Directorships. Only qualified nominees are eligible to be elected Directors and nominees receiving the greatest number of votes shall be so elected. d. Any person (who is qualified as designated in Section 1 of Article III of these Regulations) may serve or be elected to an unlimited number of consecutive or non-consecutive terms as a Director. -4- Section 9. Parliamentary Procedure. a. Roberts Rules of Order (as periodically revised) constitute the final authority for parliamentary procedures at all Shareholder Meetings, except where such Rules conflict with law or with this Code of Regulations. b. At all Shareholder Meetings, the order of business shall be as follows: (1) Roll call or attendance record; (2) Reading and action upon Minutes of previous Shareholder Meeting; (3) Unfinished (old) business; (4) Financial or other reports of the Board of Directors; (5) Financial or other reports of Officers; (6) Reports of Committees (if any); (7) Election of new Directors (if applicable); (8) New or miscellaneous business; (9) Adjournment. The above order may be periodically changed for any particular Shareholder Meeting by a majority vote of the Corporation's voting Shares (represented in person or by proxy) at such Meeting. Section 10. Action by Shareholders in Writing Without a Meeting. Notwithstanding any contrary provision herein, Shareholders may duly and officially act without a Meeting through a written document signed by the registered holders of all the Corporation's voting Shares as of the Record Date for such action. ARTICLE II BOARD OF DIRECTORS MEETINGS Section 1. Annual Board Meeting. a. The annual meeting of the Board of Directors (herein called the "Annual Board Meeting") shall be held each year immediately following the Annual Shareholder Meeting at such place (within or without the State of Ohio) as periodically determined by the Board of Directors (herein called the "Board") -5- but, in no event, later than nine (9) months after the close of the Corporation's fiscal year. b. The purposes of the Annual Board Meeting are to elect new Officers, receive and act upon any reports, transact any other Board business and activities, and take any other Board actions. Section 2. Regular Board Meeting. Regular meetings of the Board (herein called "Regular Board Meetings") shall be held after the close of the Corporation's business at the Corporation's principal place of business on the tenth (l0th) business day of each month or at other times and places (within or without the State of Ohio) as the Board periodically determines; provided, however, that the Board is not required to hold any Regular Board Meetings. Section 3. Special Board Meetings. a. Special meetings of the Board (herein called a "Special Board Meeting") may be called by any two (2) Corporate Officers or by a majority of the Directors for any reasonable purpose. b. All Special Board Meetings shall be held within fifteen (15) days of call, at the time and at the place (within or without the State of Ohio) as the Board determines. c. The purpose(s) of any Special Board Meeting may be to transact any Board business and activities and to take any Board actions. Section 4. Notice. a. The Secretary or any other Corporate Officer shall give written or oral Notice stating the date, time and place (but not necessarily the purposes) of each Board Meeting. At least forty-eight (48) hours before each Board Meeting, the Secretary (or any other Corporate Officer) shall cause personal delivery of the Notice or shall mail (by ordinary United States mail, postage prepaid) the Notice to each Director. -6- b. Notwithstanding any contrary provision herein, a Director's attendance at any Board Meeting waives any lack of or deficiency in Notice of such Meeting. c. Notice of adjournment of any Board Meeting need not be given if the date, time and place to which the Meeting is adjourned are fixed and announced at such Meeting. Section 5. Quorum and Attendance. a. A majority of the Directors in office constitutes a quorum for the transaction of business at any Board Meeting. b. Whether or not a quorum exists, a majority of the Directors in office actually present in person at any Board Meeting may adjourn the Meeting. c. Unless otherwise approved in advance by the Board, only Directors may attend Board Meetings. Section 6. Voting. a. Upon all matters properly submitted to the Board, each Director in office shall be entitled to one (1) vote but Directors shall vote and act as a Board. b. At any Board Meeting, all matters properly submitted to the Board shall be decided by a majority vote of all the Directors then serving the Board, unless otherwise provided in these Regulations or required by law. c. A Director may not vote, consent, or take any action as a Director by proxy. Only Directors actually present at a Board Meeting may vote upon matters submitted to the Board. Section 7. Election of Officers. a. At each Annual Board Meeting, the Board shall elect Officers to serve until the next Annual Board Meeting and until their successors are elected thereat, or until their earlier death, disqualification, resignation or removal from Office. -7- b. If no Annual Board Meeting is held or if Officers are not elected thereat, the Board shall elect Officers at a Special Board Meeting and such Officers shall serve until the next Annual Board Meeting and until their successors are elected thereat, or until their earlier death, disqualification, resignation or removal from office. c. Any Director in office may designate qualified nominees for Officers. Only qualified nominees are eligible to be elected Officers and nominees receiving the greatest number of votes shall be so elected. d. Any person (who is qualified as designated in Section 1 of Article IV of these Regulations) may serve or be elected to an unlimited number of consecutive or non-consecutive terms as an Officer. Section 8. Parliamentary Procedure. Roberts Rules of Order (as periodically revised) constitute the final authority for parliamentary procedures at all Board Meetings, except where such Rules conflict with law or with this Code of Regulations. Section 9. Action by Directors in Writing Without a Meeting. Notwithstanding any contrary provision herein, the Board may duly and officially act without a Meeting through a written document signed by all Directors then serving on the Board. ARTICLE III BOARD OF DIRECTORS Section 1. Number, Qualification and Term. a. The number of Directors to serve on the Board shall be seven (7). b. Subject only to any specific requirements of Ohio law, any person may serve as a Director, even if not a Corporate Shareholder or Officer. c. The members of the Board of Directors shall be divided into two (2) classes, one class consisting of three (3) of the Directors (herein called the "First Class") and one class consisting of four (4) of the Directors (herein -8- called the "Second Class"). Contemporaneously with the adoption of these Regulations, the First Class shall be elected for a term expiring on the date of the first Annual Shareholder Meeting immediately following the election of the First Class and the Second Class shall be elected for a term expiring on the date of the second Annual Shareholder Meeting immediately following the election of the Second Class. After the initial election period described above, all Directors elected thereafter shall serve a two (2) year term and until their successors are elected and until their earlier death, disqualification, resignation or removal from the Board of Directors. Section 2. Board Vacancies. a. Board vacancies shall occur from a Director's disqualification, death, resignation, removal from office or the Shareholders' failure to elect the whole authorized number of Directors. b. Any Director may be removed from office (with or without cause) by the voting Shareholders and/or by the Board. c. The remaining Directors (even though less than a majority of the whole authorized number of Directors) shall fill all Board vacancies (when and as determined by the Board) by electing new Directors to serve until the next Annual Shareholder Meeting and until their successors are chosen thereat, or until their earlier resignation, disqualification, death or removal from the Board. Section 3. Board Powers and Duties. a. Except as otherwise provided herein, all Corporate administrative powers and authority are vested in and shall be exercised by the Board which, in its sole discretion, has exclusive charge, control and management of the Corporation's property, affairs, businesses, activities and funds. The Board also shall elect Corporate Officers, appoint Board committees and Board agents, -9- and perform all other acts and functions permitted by law and consistent with the Corporation's Articles of Incorporation and this Code of Regulations. b. Except as otherwise expressly designated by the Board, individual Directors have no powers and all Directors shall act and vote as a Board. Section 4. Compensation and Expenses. Only Directors who are not employees of the Corporation shall be entitled to such compensation and to reimbursement for such expenses as the uncompensated Directors periodically determine (in their sole discretion). ARTICLE IV OFFICERS Section 1. Designation and Qualification. a. The Corporate Officers shall include a President, Secretary and Treasurer and may further include a Chairman of the Board (who must also be a Director), one or more Vice-Presidents, Assistant Officers and such other Officers as the Board periodically determines. Any two (2) or more Corporate Offices can be held by the same person, but no Officer shall execute, acknowledge, or verify any instrument in more than one (1) capacity if such instrument is required by law or by the Articles of Incorporation, these Regulations, or any Bylaws to be executed, acknowledged, or verified by two (2) or more Corporate Officers. b. Except as provided herein, any person may serve as an Officer, even if not a Corporate Shareholder or Director. Section 2. Vacancies and Succession. a. Officer vacancies shall occur from an Officer's disqualification, death, resignation or removal from office. b. Any Officer may be removed from office (with or without cause) by the Board or by action of the voting Shareholders. -10- c. The President shall fill any vacancies in the office of the Chairman of the Board and a Vice-President (so designated by the Board) shall fill any vacancies in the Presidency for the unexpired terms of such offices and until their successors are chosen, or until their earlier resignation, disqualification, death or removal from Office. The Board shall fill all other Officer vacancies by electing (when and as determined by the Board) new Officers to serve until the next Annual Board Meeting and until their successors are chosen thereat, or until their earlier resignation, disqualification, death or removal from Office. Section 3. Powers and Duties of Officers. a. Chairman of the Board. If the Board elects a Chairman of the Board, the Chairman shall: preside at all Shareholder and Board Meetings; ensure that all Board orders are implemented; sign Corporate documents; exercise general executive supervision, management and control over the Corporation's affairs, property, businesses, activities, other Officers and funds; and generally perform all duties incident to the office and all other duties and responsibilities as the Board periodically requires. b. President. The Corporate President shall perform all duties and responsibilities of the Chairman of the Board, if the Board has not elected a Chairman. If the Board elects a Chairman, the President shall perform all duties and responsibilities of the Chairman during the Chairman's absence or inability to act, until the Board otherwise directs. The President shall also perform such other duties and responsibilities as the Board periodically requires. c. Vice-President. The Corporate Vice-President shall: upon request by the Board, perform all duties and responsibilities of the President in his absence or during his inability to act; and generally perform such other duties and responsibilities as the Board periodically requires. -11- d. Secretary. The Corporate Secretary shall: take and maintain (or cause to be taken and maintained) minutes of all Shareholder and Board proceedings; unless otherwise provided herein, give (or cause to be given) notice of all Shareholder and Director Meetings as required by this Code of Regulations; maintain (or cause to be maintained) the Corporation's Seal (if any) and all Corporate books, records and other documents; and generally perform all duties incident to the Office and such other duties and responsibilities as the Board periodically requires. e. Treasurer. The Corporate Treasurer shall: maintain (or cause to be maintained) custody of the Corporation's funds, securities, properties, and other assets as periodically required by the Board; prepare (or cause to be prepared) accurate financial accounts and statements of the Corporation's financial condition as periodically required by the Board; maintain (or cause to be maintained) accurate accounts of all funds received and paid by the Corporation; and generally perform all duties incident to the Office and such other duties and responsibilities as the Board periodically requires. f. Other Officers. Any other Corporate Officers shall have such duties and responsibilities as the Board periodically requires. ARTICLE V INDEMNIFICATION AND LIABILITY OF DIRECTORS AND OFFICERS Section 1. Indemnification. To the fullest extent authorized or permitted by law, the Corporation shall indemnify and hold harmless any or all Corporate Directors and Officers (past, present or future) from and against all liabilities, judgments, decrees, fines, penalties, expenses, fees, amounts paid in settlement or any other costs, losses, expenses (including, but not limited to, attorneys' fees and court costs) arising or resulting from or in connection or association with any threatened, pending or completed action, suit or proceeding (whether civil, -12- criminal, administrative, investigatory or otherwise) and any appeals related thereto, under which said Directors and Officers are parties or participants because of actions or omissions of the Directors or Officers at the request or on behalf of the Corporation. The right of indemnification under this Section 1 shall apply only if the Director or Officer (as the case may be) acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Any indemnification under this Section 1 shall be made by the Corporation only upon a determination that indemnification of the Director and/or Officer (as the case may be) under this Section 1 is proper under the circumstances because the Director or Officer (as the case may be) has met the standard of conduct set forth in the immediately preceding sentence. Such determination shall be made as follows: (i) By a majority vote of a quorum of Directors of the Corporation (other than Director(s) claiming a right of indemnification under this Section 1); or (ii) By the Shareholder(s) of the Corporation. Section 2. Other Rights. The provisions of this Article shall not exclude or limit any rights or benefits to which any person so indemnified is or may be entitled: (a) as a matter of law or statute; (b) by the Articles of Incorporation, Corporate Bylaws or any agreements; (c) by the vote of Shareholders or Directors; or (d) through insurance purchased by the Corporation. -13- ARTICLE VI SHARES Section 1. Certificates and Share Records. a. Certificates evidencing ownership of Corporate Shares shall be issued and registered on the Corporation's Share records to the lawful owner or holder of such Shares upon full payment therefor. All Certificates shall contain such signatures and information as required by this Code of Regulations and Ohio law and shall be of such tenor and design as the Board periodically determines. b. The Corporate Secretary shall maintain (or cause to be maintained) a record of all Corporate Share Certificates, the registered owner or holder thereof, the date of issuance and cancellation and any other information the Board periodically requires. Section 2. Lost, Stolen or Destroyed Certificates. The Corporation may issue new Share Certificates to replace lost, stolen or destroyed Certificates. In its sole discretion, the Board may first require the registered Shareholder to indemnify the Corporation and to furnish a bond to the Corporation from such sureties, for such amount, and with such terms and conditions as the Board determines to protect the Corporation and/or any other person from injury or damage by issuance of a new Share Certificate. Section 3. Cancellation of Certificates. In his sole discretion, the President shall determine whenever any outstanding Share Certificates should be cancelled and exchanged for other Share Certificates and shall order and require the holders of such outstanding Share Certificates to surrender them for such purposes. Until compliance with the Board's order, all rights of the holder (as a Shareholder) of any such Share Certificates shall be suspended with respect to the Share(s) represented thereby. -14- Section 4. Transfer of Shares. a. Subject to Section 5 of this Article VI, Corporate Shares may be transferred on the Corporation's Share records by the registered holder, by the Shareholder's legally empowered attorney, or by the Shareholder's legal representative upon surrender and cancellation of the Share Certificates with duly executed assignment and power of transfer endorsed thereon (or attached thereto) and with such proof of signatures as the Board requires. b. After the Board fixes a Record Date for any Shareholder Meeting, the payment of a dividend or the exercise of any Shareholder rights, no Shares shall be transferred on the Corporation's Share records until immediately after the occurrence of such event. Section 5. Restrictions Upon the Alienation and Transfer of Shares. a. No Corporate Shares shall be issued, sold, offered for sale, hypothecated, assigned, disposed of or otherwise transferred (whether by reason of death, sale, gift, assignment, order of court, any judicial process, or otherwise) unless: (i) such Shares have been duly registered under the Securities Act of 1933, pursuant to an effective registration statement contemplating the transaction or transactions in which the Shares are to be sold, offered for sale, hypothecated, assigned, disposed of or otherwise transferred, or (ii) both of the following conditions are satisfied; (1) During the period in which securities that are part of an issue are being offered and sold by this Corporation, and for a period of nine (9) months from the date of the Corporation's last sale of such securities, all resales of any part of the issue, by any persons, shall be made only to persons resident within the State of Ohio; and (2) The Corporation has received the written opinion of its counsel to the effect that the sale, offer for sale, hypothecation, assignment, transfer, or other proposed disposition of the Corporation's Shares may be accomplished without such registration under said Securities Act of 1933. b. Certificates for all the Corporation's issued Shares shall bear a legend in substantially the following form: -15- "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, HYPOTHECATED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (A) SUCH SECURITIES ARE REGISTERED UNDER SAID ACT; OR (B) BOTH OF THE FOLLOWING CONDITIONS ARE SATISFIED: (i) DURING THE PERIOD IN WHICH AN ISSUE (OF WHICH THESE SECURITIES ARE A PART) IS BEING OFFERED AND SOLD BY THIS CORPORATION AND FOR A PERIOD OF NINE (9) MONTHS FROM THE DATE OF CORPORATION'S LAST SALE OF SUCH ISSUE, ALL RESALES OF ANY PART OF THESE SECURITIES BY ANY PERSON SHALL BE MADE ONLY TO PERSONS RESIDENT WITHIN THE STATE OF OHIO, AND (ii) THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH PROPOSED SALE OR OFFER OR OTHER DISPOSITION DOES NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER SAID ACT." c. No Corporate Shares shall be issued, sold, offered for sale, pledged, assigned, disposed of or otherwise transferred (whether by reason of death, sale, gift, assignment, order of court, any judicial process or otherwise) to any person or entity unless said person or entity is a current employee of Corporation or is a Trust described in Section 401(a) of the Internal Revenue Code of 1986 (or the corresponding provision of any future Federal revenue laws) which is sponsored by the Corporation. Notwithstanding the restrictions set forth in the immediately preceding sentence, the Corporate Shares may be pledged for the sole and exclusive purpose of enabling a Shareholder (which is also a Trust described in Section 401(a) of the Internal Revenue Code of 1986 (or the corresponding provision of any future Federal Revenue Law) that is sponsored by the Corporation) to obtain financing from a qualified financial institution licensed to do business in Ohio (herein called the "Bank") in order to purchase the Corporate Shares. Any purported transfer of Corporate Shares in violation of the restrictions designated in this Paragraph (c) shall be null, void and without effect and shall not affect the beneficial ownership of the Corporate Shares; provided, however, that the foregoing restrictions shall not apply in the event the Bank seeks to enforce its security interest in any of the pledged Corporate Shares. d. The foregoing restrictions and limitations shall be imprinted on all Stock Certificates of this Corporation. -16- ARTICLE VII AMENDMENTS The Shareholder may repeal or amend this Code of Regulations or adopt an Amended Code: (i) at any Shareholder Meeting by the vote of at least two-thirds (2/3) of the voting Shares represented in person or by proxy at such Meeting or (ii) by the written consent of the registered holders of all the voting Shares as of the Record Date. ARTICLE VIII PRIOR INSTRUMENTS This Code of Regulations supersedes and nullifies all prior Codes of Regulations, Bylaws, constitutions and similar instruments previously adopted by the Corporation's Shareholder and/or Board of Directors. -17- EX-3.27 27 v92967a1exv3w27.txt EXHBIT 3.27 EXHIBIT 3.27 CERTIFICATE OF INCORPORATION OF FEDERAL BOICE CORP. Under Section 102 of the General Corporation Law of the State of Delaware THE UNDERSIGNED, for the purpose of forming a corporation pursuant to Section 102 of the General Corporation Law of the State of Delaware, certifices: FIRST: The name of the corporation shall be Federal Boice Corp. (the "Corporation"). SECOND: The purposes for which it is to be formed are: to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. THIRD: Its registered office in the State of Delaware is located at 229 South State Street, Kent County, Dover, Delaware 19901. The name and address of its registered agent is The Prentice-Hall Corporation System, Inc., 229 South State Street, Dover, Delaware. FOURTH: The aggregate number of shares which the corporation shall have authority to issue is 1000 shares ($1.00 par value per share), all of one class which shall be designated common stock. FIFTH: The name and mailing address of the incorporator is Ronald R. Papa, 277 Park Avenue, New York, New York 10172. SIXTH: Subject to the provisions of the General Corporation Law of the State of Delaware, the number of directors of the Corporation shall be determined as provided in the By-laws. SEVENTH: All corporate powers of the Corporation shall be exercised by the Board of Directors. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized: 1. To make, alter or repeal the By-laws of the Corporation. 2. By a suitable By-law or by a resolution passed by a majority of the entire Board of Directors to designate two or more of their number to constitute a committee or committees with such name or names as may be determined from time to time by resolution of the Board of Directors, which committee or committees, to the extent provided in such resolution or resolutions or in the By-laws of the Corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. 3. To fix and determine and vary from time to time the amount of working capital and reserve funds of the Corporation; to determine whether any and if any, what part of the net profits of the Corporation or of its surplus or of its net assets in excess of its capital shall be declared in dividends and paid to the stockholders, and to direct and determine the use and disposition of any such net profits or of any such surplus or of any such net assets in excess of capital. 4. To remove at any time, for cause or without cause, any officer or employee of the Corporation, or to confer such power on any committee or officer; provided, however, that any officer elected or appointed by the Board of Directors -2- may be removed only by the affirmative vote of a majority of the Board of Directors then in office. 5. Subject to the provisions of the statutes of Delaware, to exercise any and all other powers, in addition to the powers expressly conferred by law and by this Certificate of Incorporation which may be conferred upon it by the Corporation through appropriate by-law provisions. EIGHTH: The Board of Directors may from time to time offer for subscription, or otherwise issue or sell, or grant rights, warrants, or options for the subscription to or purchase of, any and all of the authorized stock of the Corporation not then issued or which may have been issued and reacquired as treasury stock by the Corporation, and any or all of any increased stock of any class that may hereafter be authorized, for such consideration as the directors may determine. The Board of Directors may, at the time of such issue and sale, or at the time of granting of such rights, warrants or options, specify in amount or value the part of the consideration received on such issue and sale over and above the par value of such stock, which shall be capital and which shall be surplus, respectively. Bonds, debentures, certificates of indebtedness or other securities may be issued, sold or disposed of pursuant to resolution of the Board of Directors for such consideration and upon such terms and conditions as may be deemed advisable by the Board of Directors in the exercise of its discretion. NINTH: Each director and each officer of the Corporation shall be indemnified by the Corporation to the full -3- extent permitted under the General Corporation Law of the State of Delware. THE UNDERSIGNED, being the incorporator hereinbefore named for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, DOES MAKE this Certificate, hereby declaring and certifying that the facts herein stated are true and, accordingly, has hereunto set his hand this 26th day of November, 1984. /s/ RONALD R. PAPA --------------------------------- Ronald R. Papa -4- CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF FEDERAL BOICE CORP. Before Receipt of Payment for Stock Pursuant to Section 241 of the Delaware General Corporation Law THE UNDERSIGNED, being the sole incorporator of FEDERAL BOICE CORP. (the "Corporation"), for the purpose of amending the Certificate of Incorporation of the Corporation before receipt of payment for stock pursuant to Section 241 of the Delaware General Corporation Law, hereby certifies as follows: FIRST: The Certificate of Incorporation of the Corporation was filed with the office of the Secretary of State of Delaware on November 27, 1984. SECOND: The Corporation has not received any payment for any of its stock. THIRD: The Certificate of Incorporation of the Corporation is hereby amended by deleting Article FIRST thereof in its entirety and by substituting the following in its place: "FIRST: The name of the corporation shall be HA Holding Corp. (the "Corporation")." IN WITNESS WHEREOF, the undersigned, being the sole incorporator of the Corporation, do hereby certify that the fore- going amendment has been duly adopted in accordance with Section 241 of the Delaware General Corporation Law and have hereunto set my hand this 4th day of December, 1984. /s/ RONALD R. PAPA -------------------------------------- Ronald R. Papa Incorporator -2- CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF HA HOLDING CORP. Pursuant to Section 242 of the Delaware General Corporation Law The undersigned, being the sole shareholder of HA HOLDING CORP. (the "Corporation"), for the purpose of amending the Certificate of Incorporation of the Corporation pursuant to Section 242 of the Delaware General Corporation Law, hereby certifies as follows: FIRST: The Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on November 27, 1984. SECOND: A Certificate of Amendment of the Certificate of Incorporation was filed with the Secretary of State of Delaware on December 5, 1984, changing the name of the Corporation from Federal Boice Corp. to HA Holding Corp. THIRD: The undersigned is the holder of all of the outstanding shares of the capital stock of the Corporation. FOURTH: This amendment has been duly adopted in accordance with Section 242 of the Delaware General Corporation Law. FIFTH: The Certificate of Incorporation of the Corporation is hereby amended by deleting Article FIRST thereof in its entirety and by substituting the following in its place: "FIRST: The name of the corporation shall be HOLLIS AUTOMATION, INC. (the "Corporation")." IN WITNESS WHEREOF, the undersigned, being the sole stockholder of the Corporation, does hereby certify that the foregoing amendment has been duly adopted in accordance with Section 242 of the Delaware General Corporation Law and has caused this Certificate to be executed by its duly authorized officer this 10th day of December, 1984. ESTERLINE CORPORATION By /s/ ROBERT D. FARLEY --------------------------------------- Vice President Sole Stockholder -2- CERTIFICATE OF CHANGE OF REGISTERED AGENT AND REGISTERED OFFICE * * * * * Hollis Automation, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: The present registered agent of the corporation is The Prentice-Hall Corporation System, Inc. and the present registered office of the corporation is in the county of The Board of Directors of Hollis Automation, Inc. adopted the following resolution on the 13th day of September, 1988. Resolved, that the registered office of Hollis Automation, Inc. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office. IN WITNESS WHEREOF, Hollis Automation, Inc. has caused this statement to be signed by Alvan Hicks, its President and attested by R. W. Stevenson, its Secretary this 18th day of November, 1988. By /s/ ALVAN HICKS ------------------------------- President ATTEST: By /s/ R. W. STEVENSON ------------------------------- STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 10:00 AM 04/25/1991 731115010 - 2049206 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF HOLLIS AUTOMATION, INC. Pursuant to Section 103 of the General Corporation Law of Delaware, HOLLIS AUTOMATION, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the sole Stockholder of HOLLIS AUTOMATION, INC., duly adopted the following resolution on the 6th day of March, 1991, effecting an amendment to the Certificate of Incorporation: RESOLVED, that ARTICLE FIRST of the Company's Certificate of Incorporation is amended in its entirety to read: FIRST: The name of the corporation (the "Corporation ") is HOLLIS AUTOMATION CO. SECOND: Said resolution was duly adopted in accordance with the provisions of Section 242(b) of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said HOLLIS AUTOMATION, INC., has caused this Certificate of Amendment to be signed by the President and attested to by its Secretary and its corporate seal to be hereunto affixed this 14 day of March, 1991. HOLLIS AUTOMATION, INC. /s/ ALVAN W. HICKS --------------------------------------- Alvan W. Hicks, President [Corporate Seal] ATTEST: /s/ R. W. STEVENSON - --------------------------------------- Robert W. Stevenson, Secretary -2- STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 9:00 AM 10/22/1992 922965184 - 2049206 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF HOLLIS AUTOMATION CO. Pursuant to Section 103 of the General Corporation Law of Delaware, HOLLIS AUTOMATION CO., a corporation organized and existing under and by virtue of the General Corporation Law of the state of Delaware (the "Corporation"), DOES HEREBY CERTIFY: FIRST: That the Board of Directors of the Corporation, acting in its capacity as said Board of Directors, duly adopted a resolution on the 29 day of September, 1992, proposing an amendment to the Certificate of Incorporation. The resolution proposing the amendment is as follows: RESOLVED: That the Certificate of Incorporation of the Corporation shall be amended by deleting Article I in its entirety and substituting therefor, a new Article I to read as follows: "The name of the corporation is H.A. SALES CO. (the "Corporation")." SECOND: Said resolution was duly adopted in accordance with the provisions of Section 242(b) of the General Corporation Law of the State of Delaware. THIRD: The capital of the Corporation will not be reduced under or by reason of said amendment. IN WITNESS WHEREOF, said Corporation has caused this Certificate of Amendment to be signed by the Secretary and attested to by its Asst. Secretary this 29 day of September, 1992. HOLLIS AUTOMATION CO. By: /s/ R.W. STEVENSON ----------------------------------------- Its Secretary ATTEST: By: /s/ F. Victor Thompson -------------------------------------- Its Asst. Secretary EX-3.28 28 v92967a1exv3w28.txt EXHIBIT 3.28 EXHIBIT 3.28 BYLAWS OF H.A. SALES CO. ARTICLE I - OFFICES Section 1. Registered Office. The registered office of H.A. SALES CO. (hereinafter called the Corporation) in the State of Delaware shall be the Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware, and the registered agent in charge thereof shall be the Corporation Trust Company. Section 2. Other Offices. The Corporation may also have an office or offices at other place or places within or without the State of Delaware as may be fixed from time to time by the Board of Directors. ARTICLE II - SHAREHOLDERS Section 1. Annual Meeting. The annual meeting of the shareholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held on the last Wednesday of February if not a legal holiday, and if a legal holiday, then on the day following, or such other date as may be set by resolution of the Board of Directors (hereinafter called "the Board") at such place and hour as shall be fixed by the Board and designated in the notice or waiver of notice thereof; except that no annual meeting need be held if all actions, including the election of directors, required by the General Corporation Law of Delaware to be taken at a shareholders' annual meeting are taken by written consent in lieu of meeting pursuant to Section 4 of this Article. Section 2. Special Meetings. A special meeting of the shareholders for any purpose or purposes may be called by the Board, the President or the Secretary of the Corporation or the record holders of at least a majority of the shares of common stock of the Corporation issued and outstanding, to be held at such place, date and hour as shall be designated in the notice or waiver of notice thereof. Section 3. Notice of Meetings. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each shareholder entitled to vote at such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the records of the Corporation. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. Section 4. Shareholders' Consent in Lieu of Meeting. Any action required by the General Corporation Law of the State of Delaware to be taken at any annual or special meeting of the shareholders of the Corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the shareholders. Section 5. Quorum. A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of less than one-third of shares entitled to vote at the meeting. -2- ARTICLE III - BOARD OF DIRECTORS Section 1. General Powers. The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation directed or required to be exercised or done by the shareholders. Section 2. Number and Term of Office. The number of directors shall be one or such other number as shall be fixed by time to time by the Board. Each director shall hold office until his successor is elected and qualified, or until his earlier death or resignation or removal in the manner hereinafter provided. Section 3. Resignation. Any director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 4. Removal. Any director or the entire Board may be removed, with or without cause, at any time by vote of the holders of a majority of the shares then entitled to vote at an election of directors, or by written consent of the shareholders pursuant to Section 4 of Article II hereof. Section 5. Vacancies. If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect such new directors for the balance of a term and until their successors are elected and qualified. Section 6. Annual Meetings. As soon as practicable after each annual election of directors, the Board shall meet for the purpose of organization and the transaction of other business, unless it shall have transacted all such business by written consent pursuant to Section 11 of this Article. -3- Section 7. Special Meetings. Special meetings of the Board of Directors may be called by one-third of the directors then in office (rounded up to the nearest whole number) or by the President and shall be held at such place, on such date, and at such time as they or he shall fix. Notice of the place, date and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five days before the meeting or by telegraphing the same not less than twenty-four hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. Section 8. Notice/Waiver of Notice. The Secretary shall give notice to each director of each meeting, including the time, place and purpose of such meeting. Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least two days before the day on which such meeting is to be held, or shall be sent to him at such place by telegraph, cable, wireless or other form of recorded communication, or be delivered personally or by telephone not later than the day before the day on which such meeting is to be held, but notice need not be given to any director who shall attend such meeting. A written waiver of notice, signed by the person entitled thereto, whether before or after the time of the meeting stated therein, shall be deemed equivalent to notice. Section 9. Place of Meeting. The Board may hold its meetings at such place or places, either within or without the State of Delaware, as the Board may from time to time determine, or as shall be designated in the respective notices or waivers of notice thereof. Section 10. Quorum and Manner of Acting. One-third of the total number of directors then in office (but not less than two if the number of directors is greater than one) shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting. The vote of a majority of those directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board, except as otherwise expressly required by law or these Bylaws. In the absence of a quorum for any such meeting, a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present. -4- Section 11. Directors' Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, without prior notice and without a vote, if a consent thereto in writing, setting forth the action so taken, shall be signed by all the directors and such consent is filed with the minutes of the proceedings of the Board. Section 12. Action by Means of Conference Telephone or Similar Communications Equipment. Any one or more members of the Board, or of any committee designated by the Board, may participate in a meeting of the Board or any such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. ARTICLE IV - OFFICERS Section 1. Generally. The officers of the Corporation shall consist of a President, one or more Vice-Presidents, a Secretary and Treasurer. The Board may also designate such other officers, assistant officers and agents as it may, from time to time, deem necessary and desirable. Any two or more offices may be held by the same person. Section 2. Authority and Duties. All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws or, to the extent not so provided, as may be delegated by the Board. Section 3. Term of Office. All officers shall be elected or appointed by the Board and shall hold office for such term as may be prescribed by the Board. Each officer shall hold office until his successor has been elected or appointed and qualified or his earlier death or resignation or removal in the manner hereinafter provided. The Board may require any officer to give security by bond or otherwise for the faithful performance of his duties. -5- Section 4. Resignation. Any officer may resign at any time by giving written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time when it shall become effective is not specified therein, at the time it is accepted by action of the Board. Except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective. Section 5. Removal. All officers and agents elected or appointed by the Board shall be subject to removal at any time by the Board or by the shareholders of the Corporation with or without cause. Section 6. Vacancies. If the office of President, Secretary or Treasurer becomes vacant for any reason, the Board shall fill such vacancy, and if any other office becomes vacant, the Board may fill such vacancy. Any officer so appointed or elected by the Board shall serve only until such time as the unexpired term of his predecessor shall have expired unless reelected or reappointed by the Board. Section 7. President. The President shall be the principal operating and administrative officer of the corporation. He shall have general control and management of the business affairs and policies of the corporation and shall be generally responsible for the proper conduct of the business of the corporation. He shall possess power to sign all certificates, contracts and other instruments of the corporation. He shall preside at all meetings of the shareholders and of the Board. In general, he shall perform all such other duties as are incident to the office of President or are from time to time assigned to him by the Board. Section 8. Vice-President. The Vice-President, or if there be more than one, the Vice-Presidents, in the order as determined by the Board, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall generally assist the President and perform such other duties as the Board shall prescribe. Section 9. Secretary. The Secretary shall, to the extent practicable, attend all meetings of the Board and all meetings of the shareholders -6- and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for any standing committees (if any) when required. He shall give, or cause to be given, notice of all meetings of the shareholders and of the Board, and shall perform such other duties as may be prescribed by the Board, under whose supervision he shall act. He shall keep in safe custody the seal of the Corporation and affix the same to any duly authorized instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer or an Assistant Treasurer. He shall keep in safe custody the certificate books and stockholder records and such other books and records as the Board may direct and shall perform all other duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board. Section 10. Treasurer. The Treasurer shall have the care and custody of the corporate funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all money and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation, and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board. ARTICLE V - SHARES Section 1. Certificates for Shares. Each shareholder shall be entitled to a certificate signed by, or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or a Vice-President, and by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him. Any or all of the signatures on the certificate may be facsimile. Certificates shall be issued in consecutive order and shall be numbered in order of their issue. Section 2. Record. A record (herein called the stock record) in one or more counterparts shall be kept of the name of the person, firm or corporation owning the shares represented by each certificate for -7- stock of the Corporation issued, the number of shares represented by each such certificate, the date thereof and, in the case of cancellation, the date of cancellation. Except as otherwise expressly required by law, the person in whose name shares of stock stand on the stock record of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Section 3. Transfer and Registration of Stock. The transfer of stock and certificates of stock which represent the stock of the Corporation shall be governed by Article 8 of Subtitle 1 of Title 6 of the Delaware Code (the Uniform Commercial Code), as amended from time to time. Transfers of shares of the Corporation shall be made only upon the books of the Corporation upon request of the registered holder thereof, or of his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and upon the surrender of the certificate or certificates for such shares properly endorsed or accompanied by a stock power duly executed. Section 4. Record Date. In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty or less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of shareholders entitled to notice of or to vote at a meeting of the shareholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. Section 5. Lost, Stolen or Destroyed Certificates. In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity. -8- Section 6. Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board may establish. ARTICLE VI - MISCELLANEOUS Section 1. Notices. Except as otherwise specifically provided herein or required by law, all notices required to be given to any shareholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by prepaid telegram or mailgram. Any such notice shall be addressed to such shareholder, director, officer, employee or agent at his last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails or by telegram or mailgram, shall be the time of the giving of the notice. Section 2. Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board or a committee thereof. Section 3. Corporate Seal. The Board may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer. Section 4. Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board, and each officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation, including reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care. -9- Section 5. Fiscal Year. The fiscal year of the Corporation shall be as fixed by the Board. Section 6. Time Periods. In applying any provision of these Bylaws which requires that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included. Section 7. Proxies. The Board shall designate officers of the Corporation who shall have authority from time to time to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation, and to vote or consent in respect of such stock or securities. Such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights, and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise its said powers and rights. ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 1. Indemnification of Officers and Directors. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or an officer of the Corporation, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the fullest extent and in the manner set forth in and permitted by the General Corporation Law, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled apart from the foregoing provisions. The foregoing provisions of this Section 1 shall be deemed to be a contract between the Corporation and each director and officer who serves in such capacity at any time while this Article VII and the relevant provisions of the General -10- Corporation Law and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. Section 2. Indemnification of other Persons. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the extent and in the manner set forth in and permitted by the General Corporation Law, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which any such person may be entitled apart from the foregoing provisions. Section 3. Insurance. The Corporation shall have power to maintain insurance, at its expense, to protect itself and any such director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article VII of these Bylaws or the Delaware General Corporation Law or any other provision of law. ARTICLE VIII - AMENDMENTS These Bylaws may be amended or repealed by the Board at any meeting or by the shareholders at any meeting. Adopted by resolution of the Corporation's Sole Shareholder and Board of Directors on February 10, 1989. /s/ R. W. STEVENSON --------------------------- Secretary -11- EX-3.29 29 v92967a1exv3w29.txt EXHIBIT 3.29 EXHIBIT 3.29 CERTIFICATE OF INCORPORATION OF HYTEK FINISHES CO. * * * * * A STOCK CORPORATION ARTICLE I. NAME The name of the corporation is HYTEK FINISHES CO. ARTICLE II. REGISTERED OFFICE AND REGISTERED AGENT The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE III. PURPOSES The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE IV. SHARES The total number of shares of all stock which the corporation shall have authority to issue is one thousand (1,000) shares of common stock having a par value of $.001 per share, all of which shall be the same class. ARTICLE V. CUMULATIVE VOTING The right to cumulate votes in the election of directors shall not exist with respect to shares of stock of this corporation. ARTICLE VI. PREEMPTIVE RIGHTS No preemptive rights shall exist with respect to shares of stock or securities convertible into shares of stock of this corporation. ARTICLE VII. INCORPORATOR The name and mailing address of the incorporator is as follows: Name Mailing Address Sheri A. Doyle Bank of California Center Seattle, Washington 98164 ARTICLE VIII. DIRECTORS The business and affairs of the corporation shall be managed by or under the direction of the board of directors. The corporation shall have three (3) first directors, whose names and mailing addresses are as follows: Name Mailing Address Wendell P. Hurlbut 10800 N.E. 8th Street Bellevue, Washington 98004 Carroll M. Martenson 10800 N.E. 8th Street Bellevue, Washington 98004 Robert W. Stevenson 10800 N.E. 8th Street Bellevue, Washington 98004 The initial directors shall serve until the first annual meeting of stockholders and until their successors are elected and qualified. The directors need not be elected by ballot unless required by the bylaws of the corporation. ARTICLE IX. BYLAWS In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the bylaws of the corporation. ARTICLE X. AMENDMENT The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to his reservation. ARTICLE XI. DURATION The corporation is to have perpetual existence. -2- ARTICLE XII. LIMITATION OF DIRECTOR LIABILITY AND DIRECTOR AND OFFICER INDEMNIFICATION (a) Liability. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended after the effective date of this article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. (b) Indemnification. The corporation shall indemnify, in the manner and to the full extent permitted by law, any person (or the estate of any person) who was or is a party to, or is threatened to be made a party to any threatened, pending or complete action, suit or proceeding, whether or not by or in the right of the corporation, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director, officer or employee of the corporation, or is or was serving at the request of the corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise. The corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification provided herein shall include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, and, in the manner provided by law, any such expenses may be paid by the corporation in advance of the final disposition of such action, suit or proceeding. The indemnification provided herein shall not be deemed to limit the right of the corporation to indemnify any other person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the corporation may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. Any repeal or modification of the foregoing paragraphs by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. -3- I, Sheri A. Doyle, being the incorporator hereinbefore named for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly I have hereunto set my hand this 12th day of September, 1989. /s/ SHERI A. DOYLE ------------------------------------ Sheri A. Doyle Incorporator -4- EX-3.30 30 v92967a1exv3w30.txt EXHIBIT 3.30 EXHIBIT 3.30 BYLAWS OF HYTEK FINISHES CO. . . . HYTEK FINISHES CO. SEPTEMBER 15, 1989 BYLAWS AMENDMENTS
DATE OF AMENDMENT SECTION EFFECT OF AMENDMENT October 30, 1998. Article III, Section 2 The number of Directors shall be one or such Stockholder Action other number as shall be fixed from time to time by resolution of the Board or the stockholders
BYLAWS OF HYTEK FINISHES CO. ARTICLE I - OFFICES Section 1. Registered Office. The registered office of HYTEK FINISHES CO. (hereinafter called the Corporation) in the State of Delaware shall be at 1209 Orange Street, Wilmington, Delaware 19801 and the registered agent in charge thereof shall be The Corporation Trust Company. Section 2. Other Offices. The Corporation may also have an office or offices at other place or places within or without the State of Delaware as may be fixed from time to time by the Board of Directors. ARTICLE II - SHAREHOLDERS Section 1. Annual Meeting. The annual meeting of the shareholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held on such date, and at such place and hour, as shall be fixed by the Board of Directors (hereinafter called the Board) and designated in the notice or waiver of notice thereof; except that no annual meeting need be held if all actions, including the election of directors, required by the General Corporation Law of Delaware to be taken at a shareholders' annual meeting are taken by written consent in lieu of meeting pursuant to Section 4 of this Article. Section 2. Special Meetings. A special meeting of the shareholders for any purpose or purposes may be called by the Board, the President or the Secretary of the Corporation or the record holders of at least a majority of the shares of common stock of the Corporation issued and outstanding, to be held at such place, date and hour as shall be designated in the notice or waiver of notice thereof. Section 3. Notice of Meetings. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each shareholder entitled to vote at such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the records of the Corporation. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. Section 4. Shareholders' Consent in Lieu of Meeting. Any action required by the General Corporation Law of the State of Delaware to be taken at any annual or special meeting of the shareholders of the Corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the shareholders. Section 5. Quorum. A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of less than one-third of shares entitled to vote at the meeting. ARTICLE III - BOARD OF DIRECTORS Section 1. General Powers. The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation directed or required to be exercised or done by the shareholders. -2- Section 2. Number and Term of Office. The number of directors shall be one or such other number as shall be fixed by time to time by the Board. Each director shall hold office until his successor is elected and qualified, or until his earlier death or resignation or removal in the manner hereinafter provided Section 3. Resignation. Any director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 4. Removal. Any director or the entire Board may be removed, with or without cause, at any time by vote of the holders of a majority of the shares then entitled to vote at an election of directors, or by written consent of the shareholders pursuant to Section 4 of Article II hereof. Section 5. Vacancies. If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect such new directors for the balance of a term and until their successors are elected and qualified. Section 6. Annual Meetings. A. soon as practicable after each annual election of directors, the Board shall meet for the purpose of organization and the transaction of other business, unless it shall have transacted all such business by written consent pursuant to Section 11 of this Article. Section 7. Special Meetings. Special meetings of the Board of Directors may be called by one-third of the directors then in office (rounded up to the nearest whole number) or by the President and shall be held at such place, on such date, and at such time as they or he shall fix. Notice of the place, date and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five days before the meeting or by telegraphing the same not less than twenty-four -3- hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. Section 8. Notice/Waiver of Notice. The Secretary shall give notice to each director of each meeting, including the time, place and purpose of such meeting. Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least two days before the day on which such meeting is to be held, or shall be sent to him at such place by telegraph, cable, wireless or other form of recorded communication, or be delivered personally or by telephone not later than the day before the day on which such meeting is to be held, but notice need not be given to any director who shall attend such meeting. A written waiver of notice, signed by the person entitled thereto, whether before or after the time of the meeting stated therein, shall be deemed equivalent to notice. Section 9. Place of Meeting. The Board may hold its meetings at such place or places, either within or without the State of Delaware, as the Board may from time to time determine, or as shall be designated in the respective notices or waivers of notice thereof. Section 10. Quorum and Manner of Acting. One-third of the total number of directors then in office (but not less than two if the number of directors is greater than one) shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting. The vote of a majority of those directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board, except as otherwise expressly required by law or these Bylaws. In the absence of a quorum for any such meeting, a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present. Section 11. Directors' Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, without prior notice and without a vote, if a consent thereto in writing, setting forth the action so taken, shall be signed by all the directors and such consent is filed with the minutes of the proceedings of the Board. -4- Section 12. Action by Means of Conference Telephone or Similar Communications Equipment. Any one or more members of the Board, or of any committee designated by the Board, may participate in a meeting of the Board or any such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. ARTICLE IV - OFFICERS Section 1. Generally. The officers of the Corporation shall consist of a President, one or more Vice-Presidents, a Secretary and Treasurer. The Board may also designate such other officers, assistant officers and agents as it may, from time to time, deem necessary and desirable. Any two or more offices may be held by the same person. Section 2. Authority and Duties. All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws or, to the extent not so provided, as may be delegated by the Board. Section 3. Term of Office. All officers shall be elected or appointed by the Board and shall hold office for such term as may be prescribed by the Board. Each officer shall hold office until his successor has been elected or appointed and qualified or his earlier death or resignation or removal in the manner hereinafter provided. The Board may require any officer to give security by bond or otherwise for the faithful performance of his duties. Section 4. Resignation. Any officer may resign at any time by giving written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time when it shall become effective is not specified therein, at the time it is accepted by action of the Board. Except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective. -5- Section 5. Removal. All officers and agents elected or appointed by the Board shall be subject to removal at any time by the Board or by the shareholders of the Corporation with or without cause. Section 6. Vacancies. If the office of President, Secretary or Treasurer becomes vacant for any reason, the Board shall fill such vacancy, and if any other office becomes vacant, the Board may fill such vacancy. Any officer so appointed or elected by the Board shall serve only until such time as the unexpired term of his predecessor shall have expired unless reelected or reappointed by the Board. Section 7. President. The President shall be the principal operating and administrative officer of the corporation. He shall have general control and management of the business affairs and policies of the corporation and shall be generally responsible for the proper conduct of the business of the corporation. He shall possess power to sign all certificates, contracts and other instruments of the corporation. He shall preside at all meetings of the shareholders and of the Board. In general, he shall perform all such other duties as are incident to the office of President or are from time to time assigned to him by the Board. Section 8. Vice-President. The Vice-President, or if there be more than one, the Vice-Presidents, in the order as determined by the Board, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall generally assist the President and perform such other duties as the Board shall prescribe. Section 9. Secretary. The Secretary shall, to the extent practicable, attend all meetings of the Board and all meetings of the shareholders and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for any standing committees (if any) when required. He shall give, or cause to be given, notice of all meetings of the shareholders and of the Board, and shall perform such other duties as may be prescribed by the Board, under whose supervision he shall act. He shall keep in safe custody the seal of the Corporation and affix the same to any duly authorized instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer or an Assistant Treasurer. He -6- shall keep in safe custody the certificate books and stockholder records and such other books and records as the Board may direct and shall perform all other duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board. Section 10. Treasurer. The Treasurer shall have the care and custody of the corporate funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all money and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation, and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board. ARTICLE V - SHARES Section 1. Certificates for Shares. Each shareholder shall be entitled to a certificate signed by, or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or a Vice-President, and by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him. Any or all of the signatures on the certificate may be facsimile. Certificates shall be issued in consecutive order and shall be numbered in order of their issue. Section 2. Record. A record (herein called the stock record) in one or more counterparts shall be kept of the name of the person, firm or corporation owning the shares represented by each certificate for stock of the Corporation issued, the number of shares represented by each such certificate, the date thereof and, in the case of cancellation, the date of cancellation. Except as otherwise expressly required by law, the person in whose name shares of stock stand on the stock record of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. -7- Section 3. Transfer and Registration of Stock. The transfer of stock and certificates of stock which represent the stock of the Corporation shall be governed by Article 8 of Subtitle 1 of Title 6 of the Delaware Code (the Uniform Commercial Code), as amended from time to time. Transfers of shares of the Corporation shall be made only upon the books of the Corporation upon request of the registered holder thereof, or of his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and upon the surrender of the certificate or certificates for such shares properly endorsed or accompanied by a stock power duly executed. Section 4. Record Date. In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty or less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of shareholders entitled to notice of or to vote at a meeting of the shareholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. Section 5. Lost, Stolen or Destroyed Certificates. In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity. Section 6. Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board may establish. -8- ARTICLE VI - MISCELLANEOUS Section 1. Notices. Except as otherwise specifically provided herein or required by law, all notices required to be given to any shareholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by prepaid telegram or mailgram. Any such notice shall be addressed to such shareholder, director, officer, employee or agent at his last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails or by telegram or mailgram, shall be the time of the giving of the notice. Section 2. Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board or a committee thereof. Section 3. Corporate Seal. The Board may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer. Section 4. Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board, and each officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation, including reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care. Section 5. Fiscal Year. The fiscal year of the Corporation shall be as fixed by the Board. -9- Section 6. Time Periods. In applying any provision of these Bylaws which requires that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included. Section 7. Proxies. The Board shall designate officers of the Corporation who shall have authority from time to time to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation, and to vote or consent in respect of such stock or securities. Such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights, and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise its said powers and rights. ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 1. Indemnification of Officers and Directors. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or an officer of the Corporation, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the fullest extent and in the manner set forth in and permitted by the General Corporation Law, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled apart from the foregoing provisions. The foregoing provisions of this Section 1 shall be deemed to be a contract between the Corporation and each director and officer who serves in such capacity at any time while this Article VII and the relevant provisions of the General Corporation Law and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or pro- -10- ceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. Section 2. Indemnification of other Persons. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the extent and in the manner set forth in and permitted by the General Corporation Law, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which any such person may be entitled apart from the foregoing provisions. Section 3. Insurance. The Corporation shall have power to maintain insurance, at its expense, to protect itself and any such director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article VII of these Bylaws or the Delaware General Corporation Law or any other provision of law. ARTICLE VIII - AMENDMENTS These Bylaws may be amended or repealed by the Board at any meeting or by the shareholders at any meeting. Adopted by resolution of the corporation's Board of Directors on September 15, 1989. /s/ R.W. Stevenson ----------------------------------- Secretary -11- EX-3.31 31 v92967a1exv3w31.txt EXHIBIT 3.31 EXHIBIT 3.31 RESTATED ARTICLES OF INCORPORATION OF JANCO CORPORATION Richard L. Thompson and Robert D. George certify that: 1. They are the President and the Secretary, respectively, of Janco Corporation, a California corporation. 2. The Articles of Incorporation of the corporation, as amended to the date of the filing of this certificate, including amendments set forth herein but not separately filed (and with the omissions required by Section 910 of the Corporations Code), are restated to read as set forth in the form attached hereto as Exhibit A. 3. The restated articles of incorporation have been duly approved by the Board of Directors. 4. The amendments to the articles of incorporation as included in the restated articles of incorporation (other than omissions required by Section 910 of the Corporations Code) have been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The corporation has only one class of shares and the number of outstanding shares is 563. The number of shares voting in favor of the amendments equaled or exceeded the vote required. The percentage vote required for approval of the amendments was more than 50%. DATED: December 31, 2002. /s/ Richard L. Thompson ------------------------------------ Richard L. Thompson, President /s/ Robert D. George ------------------------------------ Robert D. George, Secretary EXHIBIT A ARTICLE 1. NAME The name of this corporation is Janco Corporation. ARTICLE 2. PURPOSE The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code. ARTICLE 3. SHARES This corporation shall have authority to issue One Thousand shares of common stock without par value. ARTICLE 4. VACANCY IN BOARD OF DIRECTORS Any vacancy which results by reason of the removal of a director or directors by the shareholders entitled to vote in an election of directors, and which has not been filled by the shareholders, may be filled by a majority of the directors then in office, whether or not less than a quorum, or by the sole remaining director, as the case may be. ARTICLE 5. LIMITATION OF DIRECTOR LIABILITY The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. ARTICLE 6. INDEMNIFICATION The Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) for breach of duty to the Corporation and its shareholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted in Section 317 of the California Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the California Corporations Code. Any amendment, repeal or modification of the foregoing provision of this Article 6 shall not adversely affect any right of indemnification or limitation of liability of an agent of this corporation relating to acts or omissions occurring prior to such amendment, repeal or modification. ARTICLE 7. ELECTION TO BE GOVERNED BY NEW LAW The corporation elects to be governed by all of the provisions of the California General Corporation Law effective January 1, 1977 (including those provisions not applicable under Chapter 23 of that Law), as in effect on that date and as subsequently amended. -2- EX-3.32 32 v92967a1exv3w32.txt EXHIBIT 3.32 EXHIBIT 3.32 BYLAWS OF JANCO CORPORATION A California Corporation Originally adopted on December 31, 2002. CONTENTS Section 1: DIRECTORS - MANAGEMENT..................................................................... 1 1.1 RESPONSIBILITY OF BOARD.......................................................... 1 1.2 STANDARD OF CARE................................................................. 1 1.3 EXCEPTION FOR CLOSE CORPORATION.................................................. 1 1.4 NUMBER AND QUALIFICATION OF DIRECTORS............................................ 1 1.5 ELECTION AND TERM OF OFFICE OF DIRECTORS......................................... 2 1.6 VACANCIES........................................................................ 2 1.7 REMOVAL OF DIRECTORS............................................................. 2 1.8 NOTICE, PLACE, AND MANNER OF MEETINGS............................................ 3 1.9 ANNUAL MEETINGS.................................................................. 3 1.10 REGULAR MEETINGS................................................................. 3 1.11 SPECIAL MEETINGS................................................................. 3 1.12 NOTICES AND WAIVERS OF NOTICE.................................................... 3 1.13 SOLE DIRECTOR PROVIDED BY ARTICLES OF INCORPORATION OR BYLAWS.................... 4 1.14 DIRECTORS ACTION BY UNANIMOUS WRITTEN CONSENT.................................... 4 1.15 QUORUM........................................................................... 4 1.16 NOTICE OF ADJOURNMENT............................................................ 4 1.17 COMPENSATION OF DIRECTORS........................................................ 4 1.18 COMMITTEES....................................................................... 4 1.19 ADVISORY DIRECTORS............................................................... 5 1.20 RESIGNATIONS..................................................................... 5 Section 2: OFFICERS................................................................................... 5

i 2.1 OFFICERS......................................................................... 5 2.2 ELECTION......................................................................... 5 2.3 SUBORDINATE OFFICERS, ETC........................................................ 5 2.4 REMOVAL AND RESIGNATION OF OFFICERS.............................................. 5 2.5 VACANCIES........................................................................ 6 2.6 CHAIRMAN OF THE BOARD............................................................ 6 2.7 PRESIDENT........................................................................ 6 2.8 VICE-PRESIDENT................................................................... 6 2.9 SECRETARY........................................................................ 7 2.10 CHIEF FINANCIAL OFFICER.......................................................... 7 Section 3: SHAREHOLDERS' MEETINGS..................................................................... 7 3.1 PLACE OF MEETINGS................................................................ 7 3.2 ANNUAL MEETINGS.................................................................. 7 3.3 SPECIAL MEETINGS................................................................. 8 3.4 NOTICE OF MEETINGS - REPORTS..................................................... 8 3.5 WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS............................... 9 3.6 SHAREHOLDERS ACTING WITHOUT A MEETING............................................ 9 3.7 QUORUM........................................................................... 9 3.8 VOTING........................................................................... 10 3.9 PROXIES.......................................................................... 10 3.10 ORGANIZATION..................................................................... 10 3.11 INSPECTORS OF ELECTION........................................................... 10 3.12 SHAREHOLDERS' AGREEMENTS......................................................... 11 Section 4: CERTIFICATES AND TRANSFER OF SHARES........................................................ 11

ii 4.1 CERTIFICATES FOR SHARES.......................................................... 11 4.2 TRANSFER ON THE BOOKS............................................................ 11 4.3 LOST OR DESTROYED CERTIFICATES................................................... 12 4.4 TRANSFER AGENTS AND REGISTRARS................................................... 12 4.5 RECORD DATE...................................................................... 12 4.6 LEGEND CONDITION................................................................. 13 4.7 CLOSE CORPORATION CERTIFICATES................................................... 13 4.8 S CORPORATIONS................................................................... 13 Section 5: RECORDS - REPORTS - INSPECTION............................................................. 14 5.1 RECORDS.......................................................................... 14 5.2 INSPECTION OF BOOKS AND RECORDS.................................................. 14 5.3 CERTIFICATION AND INSPECTION OF BYLAWS........................................... 14 5.4 CHECKS, DRAFTS, ETC.............................................................. 14 5.5 CONTRACTS, ETC. - HOW EXECUTED................................................... 15 Section 6: ANNUAL REPORTS............................................................................. 15 6.1 REPORT TO SHAREHOLDERS, DUE DATE................................................. 15 6.2 WAIVER........................................................................... 15 Section 7: INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEEs AND OTHER AGENTS........................ 15 7.1 DEFINITIONS...................................................................... 15 7.2 ACTIONS OTHER THAN BY THE CORPORATION............................................ 16 7.3 ACTIONS BY OR IN THE RIGHT OF THE CORPORATION.................................... 16 7.4 SUCCESSFUL DEFENSE BY AGENT...................................................... 16 7.5 REQUIRED APPROVAL................................................................ 17

iii 7.6 ADVANCEMENT OF EXPENSES.......................................................... 17 7.7 OTHER CONTRACTUAL RIGHTS......................................................... 17 7.8 LIMITATIONS...................................................................... 17 7.9 INSURANCE........................................................................ 18 7.10 FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN................................... 18 7.11 SURVIVAL OF RIGHTS............................................................... 18 7.12 EFFECT OF AMENDMENT.............................................................. 18 7.13 SETTLEMENT OF CLAIMS............................................................. 18 7.14 SUBROGATION...................................................................... 19 7.15 NO DUPLICATION OF PAYMENTS....................................................... 19 7.16 FURTHER INDEMNIFICATION OF OFFICERS AND DIRECTORS................................ 19 Section 8: MISCELLANEOUS.............................................................................. 19 8.1 REFERENCES TO CODE SECTIONS...................................................... 19 8.2 ACCOUNTING YEAR.................................................................. 20 8.3 CORPORATE SEAL................................................................... 20 8.4 AMENDMENT OF BYLAWS.............................................................. 20

iv BYLAWS OF JANCO CORPORATION A California Corporation SECTION 1: DIRECTORS - MANAGEMENT 1.1 RESPONSIBILITY OF BOARD. Subject to the provisions of the California General Corporation Law (the "Code") and subject to any limitations in the Articles of Incorporation relating to action required to be approved by the shareholders, as that term is defined in Section 153 of the Code, or by the outstanding shares, as that term is defined in Section 152 of the Code, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the day-to-day operation of the business of the Corporation to a management company or other person, provided that the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. 1.2 STANDARD OF CARE. Each director shall perform the duties of a director, including the duties as a member of any committee of the Board upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. 1.3 EXCEPTION FOR CLOSE CORPORATION. Notwithstanding the provisions of Subsection 2.1 of these Bylaws, in the event that this Corporation shall elect to become a close corporation as defined in Section 158 of the Code, its shareholders may enter into a Shareholders' Agreement as defined in Section 186 of the Code. Said Agreement may provide for the exercise of corporate powers and the management of the business and affairs of this Corporation by the shareholders, provided, however, that such Agreement shall, to the extent and so long as the discretion or the powers of the Board in its management of corporate affairs is controlled by such Agreement, impose upon each shareholder who is a party thereto, liability for managerial acts performed or omitted by such person pursuant thereto otherwise imposed upon directors as provided in Section 300(d) of the Code; and the directors shall be relieved to that extent from such liability. 1 1.4 NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of directors shall be fixed at three; provided, however, that for so long as the Corporation has only two shareholders, the number of directors may be two, and provided further, that for so long as the Corporation has only one shareholder, the number of directors may be one. The exact number of directors shall be fixed, within these specified limits, by resolution of the Board or the shareholders in the manner provided in these Bylaws, or until this Subsection 2.4 is amended by the vote or written consent of holders of a majority of the outstanding shares entitled to vote, as provided in Section 212 of the Code. 1.5 ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected to a one-year term of office at the annual meeting of the shareholders. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified. 1.6 VACANCIES. Vacancies in the Board may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified. A vacancy or vacancies in the Board shall be deemed to exist in the event of the death, resignation, or removal of any director, or if the Board by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting. The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires. 1.7 REMOVAL OF DIRECTORS. The entire Board or any individual director may be removed from office as provided by Sections 302, 303 and 304 of the Code. In such case, the remaining Board members may 2 elect a successor director to fill such vacancy for the remaining unexpired term of the director so removed. 1.8 NOTICE, PLACE, AND MANNER OF MEETINGS. Meetings of the Board may be called by the Chairman of the Board, the President, any Vice-President, the Secretary, or, any two (2) directors and shall be held at the principal executive office of the Corporation, unless some other place is designated in the notice of the meeting. Members of the Board may participate in a meeting through use of a conference telephone or similar communications equipment so long as all members participating in such a meeting can hear one another. Accurate minutes of any meeting of the Board, or any committee thereof, shall be maintained, as required by Section 1500 of the Code, by the Secretary or other officer designated for that purpose. 1.9 ANNUAL MEETINGS. An annual meeting of the Board shall be held immediately following the adjournment of the annual meeting of the shareholders. 1.10 REGULAR MEETINGS. Regular meetings of the Board may be be held without notice if the time and place of such meetings are fixed by the Board. 1.11 SPECIAL MEETINGS. Meetings of the Board may be called at any time by the Chairman of the Board, the President, any Vice-President, the Secretary, or any two directors. Special meetings of the Board shall be held upon four days' notice by mail or 48 hours' notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means. 1.12 NOTICES AND WAIVERS OF NOTICE Notice sent to a director by mail is given when deposited in the United States mail, postage prepaid. Notice given to a director by personal delivery is given at the time any other written notice, including facsimile, telegram or electronic mail message is personally delivered to the recipient or is delivered to a common carrier for transmission, or is actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice is given when it is communicated in person or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, or wireless, to the recipient, including the recipient's designated voice mailbox or address on such a system, or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient. 3 Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after such meeting, or to any director who attends a meeting without protesting, either prior thereto or at its commencement, the lack of notice. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. 1.13 SOLE DIRECTOR PROVIDED BY ARTICLES OF INCORPORATION OR BYLAWS. In the event only one director is required by these Bylaws or the Articles of Incorporation, then any reference in these Bylaws to notices, waivers, consents, meetings, or other actions by a majority or quorum of the directors shall be deemed to refer to such notice, waiver, etc. by such sole director, who shall have all the rights and duties and shall be entitled to exercise all of the powers and shall assume all of the responsibilities otherwise herein described as given to a Board. 1.14 DIRECTORS ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or permitted to be taken by the Board may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of directors, if authorized by a writing signed individually or collectively by all members of the Board. Such consent shall be filed with the regular minutes of the Board. 1.15 QUORUM. A majority of the authorized number of directors constitutes a quorum for the transaction of business, and the action of a majority of the directors present at any meeting at which there is a quorum, is the act of the Board; provided that a minority of the directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by a majority of the required quorum for such meeting. 1.16 NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting shall be given to directors who were not present at the time of the adjournment if the meeting is adjourned for more than twenty-four hours. 1.17 COMPENSATION OF DIRECTORS. Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular and special meeting of the Board; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. 4 1.18 COMMITTEES. Committees of the Board may be appointed by resolution passed by a majority of the whole Board. Committees shall be composed of two or more members of the Board, and shall have such powers of the Board as may be expressly delegated to it by resolution of the Board, except those powers made non-delegable by Section 311 of the Code. 1.19 ADVISORY DIRECTORS. The Board from time to time may elect one or more persons to be Advisory directors who shall not by such appointment be members of the Board. Advisory directors shall be available from time to time to perform special assignments specified by the President, to attend meetings of the Board upon invitation, and to furnish consultation to the Board. The period during which the title shall be held may be prescribed by the Board. If no period is prescribed, the title shall be held at the pleasure of the Board. 1.20 RESIGNATIONS. Any director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. SECTION 2: OFFICERS 2.1 OFFICERS. The officers of the Corporation shall be a President, a Secretary, and a Chief Financial Officer. The Corporation may also have, at the discretion of the Board, a Chairman of the Board, one or more Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Subsection 3.3 of these Bylaws. Any number of offices may be held by the same person. 2.2 ELECTION. The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Subsections 3.3 or 3.5 of these Bylaws, shall be chosen annually by the Board, and shall hold office until such officer shall resign or be removed or otherwise disqualified to serve, or until a successor to such office shall be elected and qualified. 2.3 SUBORDINATE OFFICERS, ETC. The Board may appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board may from time to time determine. 5 2.4 REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board, at any regular or special meeting of the Board, or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be- necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. 2.5 VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointments to that office. 2.6 CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board and exercise and perform such other powers and duties as may be from time to time assigned by the Board or prescribed by the Bylaws. If there is no President, the Chairman of the Board shall be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Subsection 3.7 of these Bylaws. 2.7 PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Board to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall have, subject to the control of the Board, general supervision, direction, and control of the business and officers of the Corporation. He or she shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board. The President shall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a Corporation, and shall have such other powers and duties as may be prescribed by the Board or the Bylaws. 2.8 VICE-PRESIDENT. In the absence or disability of the President, the Vice-Presidents, if any, in order of their rank as fixed by the Board, or if not ranked, the Vice- President so designated by the Board, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice-Presidents shall have such 6 other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board or the Bylaws. 2.9 SECRETARY. The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board may order, of all meetings of directors and shareholders, with the time and place of holding; whether regular or special, and if special, how authorized; the notice thereof given; the names of those present at directors' meetings; the number of shares present or represented at shareholders' meetings; and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office or at the office of the Corporation's transfer agent, a share register, or duplicate share register, showing the names of the shareholders and their addresses; the number and classes of shares held by each; the number and date of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the Board required by the Bylaws or by law to be given. He or she shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board or by the Bylaws. 2.10 CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, in accordance with generally accepted accounting principles, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus), and shares. The books of account shall at all reasonable times be open to inspection by any director. The Chief Financial Officer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board. The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the President and directors, whenever they request it, an account of all of his or her transactions and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws. SECTION 3: SHAREHOLDERS' MEETINGS 3.1 PLACE OF MEETINGS. All meetings of the shareholders shall be held at the principal executive office of the Corporation unless some other appropriate and convenient location be designated for that purpose from time to time by the Board. 7 3.2 ANNUAL MEETINGS. The annual meeting of shareholders shall be held each year on a date and at a time designated by the Board. In the absence of such designation, the annual meeting of shareholders shall be held on October 30 in each year. However, if such day falls on a legal holiday, then the meeting shall be held at the same time and place on the next succeeding full business day. At the annual meeting, the shareholders shall elect a Board, consider reports of the affairs of the Corporation, and transact such other business as may be properly brought before the meeting. 3.3 SPECIAL MEETINGS. Special meetings of the shareholders may be called at any time by the Board, the Chairman of the Board, the President, any Vice President, the Secretary, or by one or more shareholders holding not less than one-tenth (1/10) of the voting power of the Corporation. Except as next provided, notice shall be given as for the annual meeting. Upon receipt of a written request addressed to the Chairman, President, Vice President, or Secretary, mailed or delivered personally to such officer by any person (other than the Board) entitled to call a special meeting of the shareholders, such officer shall cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of such request. If such notice is not given within twenty (20) days after receipt of such request, the persons calling the meeting may give notice thereof in the manner provided by these Bylaws or apply to the Superior Court as provided in Section 305(c) of the Code. 3.4 NOTICE OF MEETINGS - REPORTS. Notice of meetings, annual or special, shall be given in writing not less than ten (10) nor more than sixty (60) days before the date of the meeting to the shareholders entitled to vote thereat. Such notice shall be given by the Secretary or the Assistant Secretary, or if there be no such officer or in the case of his or her neglect or refusal, by any director or shareholder. Such notices or any reports shall be given personally or by mail or other means of written communication as provided in Section 601 of the Code and shall be sent to the shareholder's address appearing on the books of the Corporation, or supplied by the shareholder to the Corporation for the purpose of notice, and in the absence thereof, as provided in Section 601 of the Code. Notice of any meeting of the shareholders shall specify the place, the date, and the hour of meeting, and (1) in the case of a special meeting, the general nature of the business to be transacted, or (2) in the case of an annual meeting, those matters which the Board at the date of mailing intends to present for action by the shareholders. At any meetings where directors are to be elected, notice shall include the names of the nominees, if any, intended at the date of notice to be presented by management for election. 8 If a shareholder supplies no address, notice shall be deemed to have been given if published at least once in some newspaper of general circulation in the County of the principal office of the Corporation. If any notice or report addressed to a shareholder at the address appearing on the books of the Corporation is returned by the United States postal service marked as undeliverable, all future notices or reports shall be deemed to have been duly given without further mailing if they shall be available upon written demand of the shareholder at the principal executive office of the Corporation for a period of one year from the date of the giving of the notice or report to all other shareholders. Notice shall be deemed given at the time it is delivered personally or deposited in the mail or sent by other means of written communication. The officer giving such notice or report shall prepare and file an affidavit or declaration thereof. When a meeting is adjourned for forty-five (45) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save, as aforesaid, it shall not be necessary to give any notice of adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which such adjournment is taken. 3.5 WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The transactions of any meeting of the shareholders, however called and noticed, shall be valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance shall constitute a waiver of notice unless objection shall be made as provided in Section 601(e) of the Code. 3.6 SHAREHOLDERS ACTING WITHOUT A MEETING. Any action which may be taken at a meeting of the shareholders may be taken without a meeting or notice of meeting if authorized by a writing signed by all of the shareholders entitled to vote at a meeting for such purpose and filed with the Secretary of the Corporation. Directors can be elected by unanimous written consent under Section 603(d) of the Code, but if the directors fail to fill a vacancy on the Board, then a director may be elected to fill that vacancy by the written consent of those persons holding a majority of shares entitled to vote for the election of directors. 3.7 QUORUM. The holders of a majority of the shares entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by law, by the Articles of Incorporation, or by these Bylaws. If, however, such majority shall not be present or represented at any 9 meeting of the shareholders, the shareholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time until the requisite amount of voting shares shall be present. At such adjourned meeting at which the requisite amount of voting shares shall be represented, any business may be transacted which might have been transacted at a meeting as originally notified. If a quorum be initially present, the shareholders may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum if any action taken is approved by a majority of the shareholders required to initially constitute a quorum. 3.8 VOTING. Provided the candidate's name has been placed in nomination prior to the voting and one or more shareholders has given notice at the meeting prior to the voting of the shareholder's intent to cumulate the shareholder's votes, every shareholder entitled to vote at any election for directors may cumulate his or her votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which his or her shares are entitled, or may distribute his or her votes on the same principle among as many candidates as the shareholder thinks fit. The candidates receiving the highest number of votes up to the number of directors to be elected are elected. 3.9 PROXIES. Every shareholder entitled to vote or to execute consents may do so either in person or by written proxy executed in accordance with the provisions of Sections 604 and 705 of the Code and filed with the Secretary of the Corporation. 3.10 ORGANIZATION. The President, or in the absence of the President any Vice- President, shall call the meeting of the shareholders to order and shall act as chairman of the meeting. In the absence of the President and all of the Vice Presidents, the shareholders shall appoint a chairman for such meeting. The Secretary of the Corporation shall act as Secretary of all meetings of the shareholders, but in the absence of the Secretary, the presiding officer may appoint any person to act as Secretary of the meeting. 3.11 INSPECTORS OF ELECTION. In advance of any meeting of the shareholders the Board may, if they so elect, appoint inspectors of election to act at such meeting or any adjournment thereof. If inspectors of election be not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any such meeting may, and on the request of any shareholder or his or her proxy shall, make such appointment at the meeting, in which case the number of inspectors shall be 10 either one (1) or three (3) as determined by a majority of the shareholders represented at the meeting. 3.12 SHAREHOLDERS' AGREEMENTS. Notwithstanding the above provisions, in the event this Corporation elects to become a close corporation, a written agreement between two or more of the shareholders, if signed by the parties, may provide that in exercising any voting rights, the shares held by the shareholders who are parties to the agreement shall be voted as provided in the agreement or in Section 706 of the Code, and may otherwise modify these provisions as to the shareholders' meetings and actions. Any shareholders agreement authorized by Section 300(b) of the Code shall only be effective to modify the terms of these Bylaws if the Corporation elects to become a close corporation with appropriate filing of an amendment to its Articles of Incorporation as required by Section 202 of the Code. Any such shareholders agreement shall terminate when the Corporation ceases to be a close corporation. Such an agreement cannot waive or alter Sections 158 (defining close corporations), 202 (requirements of Articles of Incorporation), 500 and 501 (relative to distributions), 111 (merger), 1201(e) (reorganization), or Chapters 15 (Records and Reports), 16 (Rights of Inspection), 18 (Involuntary Dissolution), or 22 (Crimes and Penalties). Any other provisions of the Code or these Bylaws may be altered or waived by a shareholders agreement, but to the extent they are not so altered or waived, these Bylaws shall be applicable. SECTION 4: CERTIFICATES AND TRANSFER OF SHARES 4.1 CERTIFICATES FOR SHARES. Certificates for shares shall be of such form and device as the Board may designate and shall state the following: the name of the record holder of the shares represented thereby; its number; date of issuance; the number of shares for which it is issued; a statement of the rights, privileges, preferences, and restrictions, if any; a statement as to the redemption or conversion, if any; a statement of liens or restrictions upon transfer or voting, if any; if the shares be assessable or, if assessments are collectible by personal action, a plain statement of such facts. All certificates shall be signed in the name of the Corporation by the Chairman of the Board or Vice-Chairman of the Board or the President or Vice-President and by the Chief Financial Officer or an Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed a certificate, or whose facsimile signature has been placed on a certificate, shall have ceased to be that officer, transfer agent, or registrar before the certificate is issued, the certificate may be issued by the Corporation with the same effect as if that person were an officer, transfer agent, or registrar on the date of issue. 11 4.2 TRANSFER ON THE BOOKS. Upon surrender to the Secretary or transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books. 4.3 LOST OR DESTROYED CERTIFICATES. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and shall, if the directors so require, give the Corporation a bond of indemnity, in the form and with one or more sureties satisfactory to the Board, in at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued in the same tenor and for the same number of shares as the one alleged to be lost or destroyed. 4.4 TRANSFER AGENTS AND REGISTRARS. The Board may appoint one or more transfer agents or transfer clerks and one or more registrars, which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the Corporation may necessitate and the Board may designate. 4.5 RECORD DATE. In order that the Corporation may determine the shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect to any other lawful action, the Board may fix, in advance, a record date which shall not be more than sixty (60) days nor less than ten (10) days prior to the date of such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed by the Board, the record date for determining the shareholders entitled to notice of or to vote at a meeting of the shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. If no record date is fixed by the Board, the record date for determining the shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is given. If no record date is fixed by the Board, the record date for determining the shareholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later. 12 Shareholders at the close of business on the record date are entitled to notice and to vote or to receive the dividend, distribution or allotment or rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date, except as otherwise provided in the Articles of Incorporation or by agreement or in the Code. 4.6 LEGEND CONDITION. In the event any shares of this Corporation are issued pursuant to a permit or exemption therefrom requiring the imposition of a legend condition, the person or persons issuing or transferring said shares shall make sure said legend appears on the certificate and shall not be required to transfer any shares free of such legend unless an amendment to such permit or a new permit be first issued so authorizing such a deletion. 4.7 CLOSE CORPORATION CERTIFICATES. All certificates representing shares of this Corporation, in the event it shall elect to become a close corporation, shall contain the legend required by Section 418(c) of the Code. 4.8 S CORPORATIONS. In the event this Corporation validly elects, at any time or from time to time, to be taxed as an S Corporation for federal and/or state law purposes, the following shall apply: (A) No shares shall be issued or outstanding that do not confer identical rights to distribution and liquidation proceeds as other existing shares of the Corporation; (B) No distributions on shares or to shareholders shall occur that would invalidate an otherwise valid S-election. All dividends paid by the Corporation, including distributions as contemplated by Section 1368 of the Internal Revenue Code, shall be made strictly in proportion to the number of shares of stock of the Corporation held by its shareholders at the pertinent time. If any shareholder receives an actual or constructive payment or benefit from the Corporation that would otherwise constitute such a "distribution" under Section 1368 of the Internal Revenue Code (whether ostensibly a fringe benefit, an expense reimbursement, consideration for services or otherwise) in excess of such shareholder's proportionate distributive rights as a shareholder, such a "nonconforming" distribution shall be automatically annulled and the excess portion shall constitute a demand loan, made by and payable to the Corporation, with interest at the rate of ten percent (10%) per annum from the date of receipt until repaid. This provision shall not affect remuneration for services in reasonable amounts, or other reasonable and necessary payments, that are not nonconforming distributions in respect of stock. (C) The Corporation shall take all necessary action to prevent and/or remediate unintentional disqualification of its S-election. 13 (D) The Corporation shall not enter into any agreement which authorizes distributions which would result in the disqualification of its S-election. (E) The purpose of this Subsection is to avoid the receipt of any "nonconforming distribution" that could cause imputation of the existence of two classes of stock under the Internal Revenue Code, and it shall be construed and applied accordingly. (F) Each shareholder shall do nothing, directly or indirectly, which would cause or which might have the effect of causing the termination of the Corporation's S-election. In addition, the shareholders shall take such actions as may be required to continue such election and to prevent its termination. Anything herein to the contrary notwithstanding, none of the shareholders shall make any transfer or other disposition of such shareholder's shares, or any of them, by will, deed, or any other instrument of transfer or conveyance, whether by sale, gift, bequest, assignment, mortgage, pledge, security interest, hypothecation, lien or encumbrance, trust, or any other means whatsoever, the effect of which transfer or disposition is or may be, to terminate the Corporation's S-election. (G) The provisions of this Subsection 5.8 shall not be construed as in any way limiting or restricting the ability of the shareholders to terminate the S Corporation election by revocation pursuant to the provisions of Section 1362(d)(1) of the Internal Revenue Code or any successor provision. SECTION 5: RECORDS - REPORTS - INSPECTION 5.1 RECORDS. The Corporation shall maintain, in accordance with generally accepted accounting principles, adequate and correct accounts, books, and records of its business and properties. All such books, records, and accounts shall be kept at its principal executive office. 5.2 INSPECTION OF BOOKS AND RECORDS. All books and records provided for in Section 1500 of the Code shall be open to inspection of the directors and shareholders from time to time and in the manner provided in Sections 1600, 1601 and 1602 of the Code. 5.3 CERTIFICATION AND INSPECTION OF BYLAWS. The original or a copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, shall be kept at the Corporation's principal executive office and shall be open to inspection by the shareholders of the Corporation at all reasonable times during office hours, as provided in Section 213 of the Code. 14 5.4 CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board. 5.5 CONTRACTS, ETC. - HOW EXECUTED. Except as may be otherwise provide in these Bylaws, the Board may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purpose or to any amount, except as provided in Section 313 of the Code. SECTION 6: ANNUAL REPORTS 6.1 REPORT TO SHAREHOLDERS, DUE DATE. Except as otherwise provided in these Bylaws, the Board shall cause an annual report to be sent to the shareholders not later than 120 days after the close of the fiscal or calendar year adopted by the Corporation. This report shall be sent at least fifteen days before the annual meeting of the shareholders to be held during the next fiscal year and shall be delivered in the manner specified in Subsection 4.4 of these Bylaws for giving notice to the shareholders of the Corporation. The annual report shall contain a balance sheet as of the end of the fiscal year, and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report of independent accountants or, if there is no such report, the certificate of an authorized officer of the Corporation that the statements were prepared without audit from the books and records of the Corporation. 6.2 WAIVER. The annual report to shareholders required by Section 1501 of the Code is expressly dispensed with so long as this Corporation shall have less than 100 shareholders. However, nothing herein shall be interpreted as prohibiting the Board from issuing annual or other periodic reports to the shareholders of the Corporation from time to time. SECTION 7: INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS 7.1 DEFINITIONS. For the purposes of this Section, "agent" means any person who is or was a director, officer, employee, or other agent of the Corporation, or is or was serving at the request of the 15 Corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation. "Proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative. "Expenses" includes, without limitation, attorneys' fees and any expenses of establishing a right to indemnification under Subsections 10.4 or 10.5(c) of these Bylaws. 7.2 ACTIONS OTHER THAN BY THE CORPORATION. The Corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of the Corporation to secure a judgment in its favor) by reason of the fact that such person is or was an agent of the Corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if that person did in good faith and in a manner that the person reasonably believed to be in the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of that person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner the person reasonably believed to be in the best interests of the Corporation or that the person had reasonable cause to believe that the person's conduct was unlawful. 7.3 ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. The Corporation shall have the power to indemnify any person who was or is a party, or is threatened to be a party, to any threatened, pending, or completed action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of this Corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of that action, if such person acted in good faith, in a manner such person believed to be in the best interests of the Corporation and its shareholders. No indemnification shall be made under this Section for the following: (a) With respect to any claim, issue, or matter as to which such person has been adjudged to be liable to the Corporation in the performance of such person's duty to the Corporation and its shareholders, unless and only to the extent that the court in which such proceeding is or was pending shall determine on application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine; or (b) Amounts paid in settling or otherwise disposing of a pending action without court approval; or 16 (c) Expenses incurred in defending a pending action that is settled or otherwise disposed of without court approval. 7.4 SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of the Corporation has been successful on the merits in defense of any proceeding referred to in Subsections 7.2 or 7.3 of these Bylaws, or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith. 7.5 REQUIRED APPROVAL. Except as provided in Subsection 7.4 of these Bylaws, any indemnification under this Section shall be made by the Corporation only if authorized in the specific case, on a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Subsections 7.2 or 7.3 by one of the following: (a) A majority vote of a quorum consisting of directors who are not parties to such proceeding; (b) Independent legal counsel in a written opinion if a quorum of directors who are not parties to such a proceeding is not available; (c) The affirmative vote of a majority of shares of the Corporation entitled to vote represented at a duly held meeting at which such a quorum is present; or (d) The written consent of holders of a majority of the outstanding shares entitled to vote (for purposes of this Subsection 7.5, the shares owned by the person to be indemnified shall not be considered outstanding or entitled to vote thereon); or (e) The court in which the proceeding is or was pending, on application made by the Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by the Corporation. 7.6 ADVANCEMENT OF EXPENSES. Expenses incurred in defending any proceeding may be advanced by the Corporation before the final disposition of such proceeding on receipt of an undertaking by or on behalf of the agent to repay such amounts if it shall be determined ultimately that the agent is not entitled to be indemnified as authorized in this Section. 7.7 OTHER CONTRACTUAL RIGHTS. The indemnification provided by this Section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, 17 vote of shareholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent such additional rights to indemnification are authorized in the Articles of Incorporation. Nothing contained in this Section shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise. 7.8 LIMITATIONS. No indemnification or advance shall be made under this Section, except as provided in Subsections 7.4 or 7.5(c), in any circumstance if it appears that either: (a) It would be inconsistent with a provision of the Articles of Incorporation, these Bylaws, a resolution of the shareholders, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (b) It would be inconsistent with any condition expressly imposed by a court in approving settlement. 7.9 INSURANCE. The Corporation may purchase and maintain insurance on behalf of any agent of the Corporation insuring against any liability asserted against or incurred by the agent in that capacity or arising out of the agent's status as such, whether or not the Corporation would have the power to indemnify the agent against that liability under the provisions of this Section. Notwithstanding the foregoing, if the Corporation owns all or a portion of the shares of the company issuing the policy of insurance, the insuring company and/or the policy shall meet the conditions set forth in Section 317(i) of the Code. 7.10 FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN. This Section does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an agent of the Corporation. The Corporation shall have the power to indemnify and to purchase and maintain insurance on behalf of any such trustee, investment manager, or other fiduciary of any benefit plan for any or all of the directors, officers, and employees of the Corporation or any of its subsidiary or affiliated corporations. 7.11 SURVIVAL OF RIGHTS. The rights provided by this Section shall continue for a person who has ceased to be an agent of the Corporation, and shall inure to the benefit of the heirs, executors, and administrators of such person. 18 7.12 EFFECT OF AMENDMENT. Any amendment, repeal, or modification of this Section shall not adversely affect an agent's right or protection existing at the time of such amendment, repeal, or modification. 7.13 SETTLEMENT OF CLAIMS. The Corporation shall not be liable to indemnify any agent under this Section for (a) any amounts paid in settlement of any action or claim effected without the Corporation's written consent, or (b) any judicial award, if the Corporation was not given a reasonable and timely opportunity to participate, at its expense, in the defense of such action. 7.14 SUBROGATION. In the event of payment under this Section, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the agent, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents as may be necessary to enable the Corporation effectively to bring suit to enforce such rights. 7.15 NO DUPLICATION OF PAYMENTS. The Corporation shall not be liable under this Section to make any payment in connection with any claim made against the agent to the extent the agent has otherwise actually received payment, whether under a policy of insurance, agreement, vote or otherwise, of the amounts otherwise indemnifiable under this Section. 7.16 FURTHER INDEMNIFICATION OF OFFICERS AND DIRECTORS. Notwithstanding anything to the contrary contained in this Section, including without limitation in Subsection 7.5, the Corporation shall indemnify, defend and hold the Corporation's officers and directors harmless from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies (including interest, penalties and reasonable attorneys' fees) that an officer or director of the Corporation shall incur or suffer and which arise either directly or indirectly out of his or her service as an officer or director of the Corporation provided that, such indemnity shall not extend to or include (a) any act or omission that involves intentional misconduct or a knowing or culpable violation of law, (b) acts or omissions that such officer or director did not reasonably believe to be the best interests of the Corporation or its shareholders or that involves the absence of good faith on the part of the officer or director, (c) any transaction from which the officer or director derived an improper personal benefit, (d) acts or omissions which show a reckless disregard for the officer's or director's duty to the Corporation or its shareholders in circumstances in which the officer or director was aware, or should have been aware, in the ordinary course of performing the officer's or director's duties, of a risk of serious injury to the Corporation or its shareholders, (e) acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the officer's or director's 19 duty to the Corporation or its shareholders, (f) transactions in violation of Section 310 of the Code, or (g) for any distributions, loans and guarantees which violate the provisions of Section 316 of the Code. SECTION 8: MISCELLANEOUS 8.1 REFERENCES TO CODE SECTIONS. Section references herein refer to the equivalent Sections of the California General Corporation Law effective January 1, 1977, as amended (the "Code"). 8.2 ACCOUNTING YEAR. The accounting year of the Corporation shall be fixed by resolution of the Board. 8.3 CORPORATE SEAL. The corporate seal shall be circular in form and shall have inscribed thereon the name of the Corporation, the date of its incorporation, and the word "California." 8.4 AMENDMENT OF BYLAWS. New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation set forth the number of authorized directors of the Corporation, the authorized number of directors may be changed only by an amendment of the Articles of Incorporation. Subject to the right of the shareholders to adopt, amend, or repeal Bylaws, and subject to the limitations of Sections 204(a)(5) and 212 of the Code, the Board may adopt, amend, or repeal any of these Bylaws other than a Bylaw setting the authorized number of directors. [end] 20 ADOPTION OF BYLAWS I DO HEREBY CERTIFY AS FOLLOWS: That I am the duly elected, qualified, and acting Secretary of the above named Corporation, and that the foregoing Bylaws are hereby adopted as the Bylaws of said Corporation as duly adopted by Unanimous Written Consent in Lieu of a Special Meeting of the Shareholders effective December 31, 2002. IN WITNESS WHEREOF, I have hereunto set my hand and subscribed my name this 31st day of December, 2002. /s/ Robert D. George --------------------------------- Robert D. George, Secretary EX-3.33 33 v92967a1exv3w33.txt EXHIBIT 3.33 EXHIBIT 3.33 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF KIRKHILL RUBBER COMPANY Robert W. Stevenson certifies that: 1. He is the Vice President and Secretary of Kirkhill Rubber Company, a California corporation. 2. The Articles of Incorporation of the Corporation are hereby amended in their entirety to read as follows: I The name of this corporation is Kirkhill Rubber Co. II The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code. III This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is Two Hundred Thousand (200,000). IV The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. V The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors, or otherwise, in excess of the indemnification otherwise permitted in Section 317 of the California Corporations Code, subject only to the applicable limits set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to the corporation and its shareholders." 3. The amendment is one for which approval of the outstanding shares is required. The amendment was approved by the required vote of shareholders in accordance with Section 902. 4. The number of shares entitled to vote on or consent to the amendment is 36,636. The number of shares voting in favor of the amendments equaled or exceeded the vote required. 5. The foregoing amendment and restatement of the Articles of Incorporation has been duly approved by the Board of Directors of this Corporation. We declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. DATED: November 6, 1998 Kirkhill Rubber Company By /s/ Robert W. Stevenson ----------------------------------- Robert W. Stevenson, Vice President and Secretary -2- EX-3.34 34 v92967a1exv3w34.txt EXHIBIT 3.34 EXHIBIT 3.34 BY - LAWS OF KIRKHILL - TA CO. . . . KIRKHILL - TA CO. AUGUST 31, 1936 BYLAWS AMENDMENTS
DATE OF AMENDMENT SECTION EFFECT OF AMENDMENT Meeting minutes prior to 1944 were not found. Shareholder meeting minutes may be incomplete. Accordingly, this may not be a complete list of amendments. 11/23/55 Article III, Sec. 2 Set Board at nine (9). 3/26/58 Article III, Sec. 2 Set Board at eleven (11). Shareholder Action 8/16/71 Article III, Sec. 2 Set Board at twelve (12). Shareholder Action 3/19/73 Article III, Sec. 7 Regular Board meetings to be held on the second Monday Board Action of each month at 1:30 pm without further notice required. 4/9/73 Article III, Sec. 7 Moved time of regular Board meetings to 3:00 pm. Board Action 9/10/73 Article III, Sec. 7 Moved date of regular Board meetings to third Monday of Board Action each month. 11/14/77 Article IV, Sec. 1 Changed "Treasurer" to "Chief Financial Officer" in Board Action and Sec. 10 compliance with recent changes in California corporation law. 4/18/83 Article V, Sec. 4 Expressly waived the sending of an annual report to Board Action shareholders referred to in Section 1501 of the California General Corporation Law. 4/18/83 Article III, Sec. 2 Directed that a written consent approving amendment of Board Action the Bylaws to reduce the number of Directors from 12 to 10 be sent to the shareholders. Shareholder approval was not found.
AUGUST 31, 1936 BYLAWS KIRKHILL - TA CO. AMENDMENTS 1/17/91 Article III, Sec. 7 Regular Board meetings to be held on the third Thursday Board Action of each month at 10:00 am without further notice required. 7/18/91 Article III, Sec. 7 Regular Board meetings to be held quarterly rather than Board Action monthly. 6/18/92 Article III, Sec. 7 Regular Board meetings to be held on the third Thursday Board Action of even numbered months at 10:00 am. 8/17/95 Article III, Sec. 2 Board to be composed of seven Directors. Board Action 12/21/95 Article III, Sec. 3 At least 30 days prior to any shareholder meeting at Board Action which Directors will be elected, the Board shall nominate candidates for election as Directors. 12/21/95 Article II, Sec. 2 Annual meeting set for third Thursday of April at 9:30 Board Action a.m. 4/17/97 Article III, Sec. 2 Board to be composed of seven (7) Directors. Shareholder Action 10/30/98 Article III, Sec. 2 Board to be composed of not less than one nor more than Shareholder Action five Directors, with the specific number to be set by resolution of the Board or the shareholders 5/3/99 Article III, Sec. 2 Board to be composed of four Directors until a bylaw Shareholder Action amending this section is adopted by the outstanding shares. 7/99 Article III, Sec. 2 Board to be composed of three Directors until a bylaw Shareholder Action amending this section is adopted by the outstanding shares. 1/24/02 new Article VII Indemnification of Directors, Officers, Employees and Board Action Other Agents

-2- BY - LAWS OF KIRKHILL-TA CO. ARTICLE I Section 1. PRINCIPAL OFFICE. The principal office for the transaction of the business of the corporation is hereby fixed and located at 5801 S. Hoover Street, Los Angeles, California. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another in said county. Section 2. OTHER OFFICES. Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the corporation is qualified to do business. ARTICLE II MEETINGS OF SHAREHOLDERS. Section 1. PLACES OF MEETINGS. All annual meetings and/or other meetings of shareholders shall be held at the principal office of the corporation or at any other place within or without the State of California which other place of annual and/or all other meetings of shareholders may be designated either by the Board of Directors pursuant to authority hereinafter granted to said Board, or by the written consent of all shareholders entitled to vote thereat given either before or after the meeting and filed wit the Secretary of the corporation. Section 2. ANNUAL MEETINGS. The annual meetings of the shareholders shall be held on the third Thursday in April of each year at the hour of two o'clock p.m. of said day; provided, however, that should said day fall upon a legal holiday, then any such annual meeting of shareholders shall be held at the same time and place on the next date thereafter ensuing which is not a legal holiday. Written notice of each annual meeting shall be given to each shareholder entitled to vote thereat, either personally or by mail or other means of written communication, charges prepaid, addressed to such shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice. If a shareholder gives not address, notice shall be deemed to have been given him if sent by mail or other means of written communication addressed to the place where the principal office of the corporation is situated, or if published, at least once in some newspaper of general circulation in the county in which said office is located. All such notices shall be sent to each shareholder entitled thereto not less than fifteen (15) days before each annual meetings, and shall specify the place, the day and the hour of such meeting, and shall also state the general nature of the business or proposal to be considered or acted upon at such meeting before action may be taken at such meeting on (a) a proposal to sell, lease, convey, exchange, transfer or otherwise dispose of all or substantially all of the property assets of the corporation except under Section 344 of the California Civil Code; or (b) a proposal to merge or consolidate with another corporation, domestic or foreign; or (c) a proposal to reduce the stated capital of the corporation; or (d) a proposal to amend the articles of incorporation, except to extend the term of the corporate existence, or (e) a proposal to wind up and dissolve the corporation, or (f) a proposal to adopt a plan of distribution of shares, securities or any consideration other than money in the process of winding up. Section 3. SPECIAL MEETINGS. Special meetings of the shareholders for any purpose or purposes whatsoever, may be called at any time by the President or by the Board of Directors, or by one or more shareholders holding not less than one-fifth of the voting power of the corporation. Except in special cases where other express provision is made by statute, notice of such special meetings shall be given in the same manner as for annual meetings of shareholders. Notices of any special meeting shall specify in addition to the place, day and hour of such meeting, the general nature of the business to be transacted. Section 4. ADJOURNED MEETINGS AND NOTICE THEREOF. Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to -2- time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum no other business may be transacted at any such meeting. When any shareholders' meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken. Section 5. ENTRY OF NOTICE. Whenever any shareholder entitled to vote has been absent from any meeting of shareholders, whether annual or special, an entry in the minutes to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such meeting was given to such shareholders, as required by law and the By-laws of the corporation. Section 6. VOTING. At all meetings of shareholders, every shareholder entitled to vote shall have the right to vote in person or by proxy the number of shares standing in his own name on the stock records of the corporation. Such vote may be viva voce or by ballot; provided, however, that all elections for directors must be by ballot upon demand made by a shareholder at any election and before the voting begins. Section 7. QUORUM. The presence in person or by proxy by the holders of a majority of the shares entitled to vote at any meeting shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Section 8. CONSENT OF ABSENTEES. The transactions of any meeting of shareholders, either annual or special, however called and noticed, shall be as valid as though had a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and -3- if, either before or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Section 9. ACTION WITHOUT MEETING. Any action, which under the provisions of title one of part four of division first of the California Civil Code may be taken at a meeting of the shareholders, may be taken without a meeting if authorized by a writing signed by all of the holders of shares who would be entitled to vote at a meeting for such purpose, and filed with the secretary of the corporation. Section 10. PROXIES. Every person entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or his duly authorized agent and filed with the secretary of the corporation; provided that no such proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless the shareholder executing it specifies therein the length of time for which such proxy is to continue in force, which in no case shall exceed seven (7) years from date of its execution. ARTICLE III DIRECTORS Section 1. POWERS. Subject to limitations of the Articles of Incorporation, of the By-laws, and of title one part four of division first of the California Civil Code as to action to be authorized or approved by the shareholders, and subject tot the duties of directors as prescribed by the By-laws, all corporation powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by, the Board of Directors. Without prejudice to such general powers, but subject tot the same limitations, it is hereby expressly declared that the directors shall have the following powers, to wit: First - To select and remove all the other officers, agents and employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with the law, with the -4- Articles of Incorporation or the By-laws, fix their compensation, and require from them security for faithful service. Second - To conduct, manage and control the affairs and business of the corporation, and to make such rules and regulations therefor not inconsistent with law, with the Articles of Incorporation or the By-laws, as they may deem best. Third - To change the principal office for the transaction of the business of the corporation from one location to another within the same county as provided in Article I, Section I, hereof; to fix and locate from time to time one or more subsidiary offices of the corporation without or within the State of California, as provided in Article I, Section 2 hereof; to designate any place without or within the State of California for the holding of any shareholders meeting or meetings, including annual or special meetings; and to adopt, make, and use a corporate seal, and to prescribe the forms of certificates of stock and to alter the form of such seal and of such certificates from time to time, as in their judgment they may deem best, provided such seal and such certificates shall at all times comply with the provisions of law. Fourth - To authorize the issue of shares of stock of the corporation from time to tome, upon such terms as may be lawful, in consideration of money paid, labor done or services actually rendered, debts or securities canceled or tangible or intangible property actually received, or in the case of shares issues as a dividend, against amounts transferred from surplus to stated capital. Fifth - to borrow money and incur indebtedness for the purpose of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor. Sixth - To appoint an executive committee and other committees, and to delegate to the execute committee any of the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, except the power to declare dividends and to adopt, amend or repeal by-laws. The executive committee shall be composed of two or more directors. Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of directors of the corporation shall be seven (7) until changed by amendment of the -5- Articles of Incorporation or by a By-law amending this Section 2 of Article III of these By-laws duly adopted by the vote or written consents of the shareholders entitled to exercise a majority of the voting power of the corporation. Section 3. ELECTION AND TERM OF OFFICE. The directors shall be elected at each annual meeting of shareholders, but if any such annual meeting is not held, or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose. All directors shall hold office until their respective successors are elected. Section 4. VACANCIES. Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or a special meeting of the shareholders. A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any director, or if the authorized number of directors be increased, or if the shareholders fail at any annual or special meeting of shareholders at which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting. The shareholders may elect a director or directors at any time to fill vacancy or vacancies not filled by the directors. If the Board of Directors accept the resignation of a director tendered to take effect at a future time, the Board or the shareholders shall have power to elect a successor to take office when the resignation is to become effective. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office. Section 5. PLACE OF MEETING. Regular meetings of the Board of Directors shall be held at any place within or without the State which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation, regular meetings shall be held a the principal -6- office of the corporation. Special meetings of the Board may be held at a place so designated or at the principal office. Section 6. ORGANIZATION MEETING. Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting of the purpose of organization, election of officers, and the transaction of other business. Notice of such meetings is hereby dispensed with. Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the Board of Directors shall be held without call on the third Thursday of each calendar month at the hour of ten o'clock a.m. on said day, provided, however, should said day fall upon a legal holiday, then said meeting shall be held at the same time on the next day thereafter ensuing which is not a legal holiday. Notice of all such regular meetings of the Board of Directors is hereby dispensed with. Section 8. SPECIAL MEETINGS. Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the president, or if he is absent or unable or refuses to act, by any vice-president or by any two directors. Written notice of the time and place of special meetings shall be delivered personally to the directors or sent to each director by mail or other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records of the corporation, or if it is not so shown on such records or is not readily ascertained, at the place in which the meeting of the directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company in the place in which the principal office of the corporation is located at least forty-eight (48) hours prior to the time of the holding of the meeting. In case such notice is delivered as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, telegraphing or delivery as above provided shall be due, legal and personal notice to such director. -7- Section 9. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be give to absent directors if the time and place be fixed at the meeting adjourned. Section 10. ENTRY OF NOTICE. Whenever any director has been absent from any special meeting of the board of directors, an entry in the minutes to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such meeting was given to such director, as required by law and the by-laws of the corporation. Section 11. WAIVER OF NOTICE. The transaction of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the directors not present sign a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Section 12. QUORUM. A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, unless a greater number be required by law or by the articles of incorporation. Section 13. ADJOURNMENT. A quorum of the directors may adjourn any directors' meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the directors present at any directors' meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the board. -8- Section 14. FEES AND COMPENSATION. Directors shall not receive any stated salary for their services as directors, but, by resolution of the board, a fixed fee, with or without expenses of attendance, may be allowed for attendant at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee or otherwise, and receiving compensation therefor. ARTICLE IV OFFICERS Section 1. OFFICERS. The officers of the corporation shall be a president, a vice-president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more additional vice-presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this article. Officers other than the president and the chairman of the board need not be directors. One person may hold two or more offices, except those of president and secretary. Section 2. ELECTION. The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this article, shall be chosen annually by the board of directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified. Section 3. SUBORDINATE OFFICERS, ETC. The board of directors may appoint such officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided by the by-laws or as the board of directors may from time to time determine. Section 4. REMOVAL AND RESIGNATION. Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any -9- regular or special meeting of the board, or, except in case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors. Any officer may resign at any time by giving written notice to the board of directors or to the president, or to the secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the by-laws for regular appointments to such office. Section 6. CHAIRMAN OF THE BOARD. The chairman of the board, if there shall be such an officer, shall, if present, preside at all meetings of the board of directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the board of directors or prescribed by the by-laws. Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision, direction and control of the business and officers of the corporation. He shall preside at all meetings of the shareholders, and in the absence of the chairman of the board, or if there be none, at all meetings of the board of directors. He shall be ex-officio a member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors, or the by-laws. Section 8. VICE-PRESIDENT. In the absence of disability of the president, the vice-presidents in order of their rank as fixed by the board of -10- directors, or if not ranked, the vice-president designated by the board of directors, shall perform all the duties of the president, and when so acting shall have all powers of, and be subject to all the restrictions upon the president. The vice-president shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors or by-laws. Section 9. SECRETARY. The secretary shall keep, or cause to be kept, a book ok minutes at the principal office or such other place as the board of directors may order, of all meetings of directors and shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at directors' meetings, the number of shares present or represented by shareholders' meetings and the proceedings thereof. The secretary shall keep, or cause to be kept, at the principal office or at the office of the corporation's transfer agent, a share register, or a duplicate share register, showing the names of the shareholders and their addresses; the number and classes of shares held by each; the number and date of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation. The secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the board of directors, required by the by-laws or by law to be given, and he shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or the by-laws. Section 10. TREASURER. The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid-in surplus and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account. The books of account shall at all times be open to inspection by any director. The treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with -11- such depositaries as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as treasurer and of the financial condition of the corporation, and shall such other powers and perform such other duties as may be prescribed by the board of directors or the by-laws. ARTICLE V MISCELLANEOUS Section 1. RECORD DATE AND CLOSING STOCK BOOKS. The board of directors may fix a time, in the future, not exceeding fifteen (15) days preceding the date of any meeting of shareholders, and not exceeding thirty (30) days preceding the date fixed for the payment of any dividend or distribution, or for the allotment of rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares, and in such case only shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting, or to receive such dividend, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after any record date fixed as aforesaid. The board of directors may close the books of the corporation against transfers of shares during the whole, or any part of any such period. Section 2. INSPECTION OF CORPORATE RECORDS. The share register or duplicate share register, the books of account, the minutes of proceedings of the shareholders and directors shall be open to inspection upon the written demand of any shareholders or the holder of a voting trust certificate, at any reasonable time, and for a purpose reasonable related to his interests as a shareholder, or as the holder of a voting trust certificate, and shall be exhibited at any time when required by the demand of ten percent (10%) of the shares represented at any shareholders' meeting. Such inspection may be made in person or by an agent or attorney and shall include the right to make extracts. Demand of inspection other than at a shareholders' meeting, shall -12- be made in writing upon the president, secretary or assistant secretary of the corporation. Section 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for payment of money, notes, or other evidence of indebedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the board of directors. Section 4. ANNUAL REPORT. Annual Reports to shareholders are waived. Section 5. CONTRACT, ETC., HOW EXECUTED. The board of directors, except as in the by-laws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and unless so authorized by the board of directors no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit to render it liable for any purpose or to any amount. Section 6. CERTIFICATE OF STOCK. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any such shares are fully paid up. All such certificates shall be signed by the president or a vice-president and the secretary or an assistant secretary, or be authenticated by facsimiles of the signatures of the president and secretary or be a facsimile of the signature of the president and the written signature of the secretary or an assistant secretary. Every certificate authenticated by a facsimile of a signature must be countersigned by a transfer agent or transfer clerk, and be registered by an incorporated bank or trust company, either domestic or foreign, as registrar or transferee, before issuance. Certificates for shares may be issued prior to full payment under the restrictions and for such purposes as the board -13- of directors or the by-laws may provide; provided, however, that any such certificate so issued prior to full payment shall state the amount remaining unpaid and the terms of payment thereof. Section 7. REPRESENTATION OF SHARES OR OTHER CORPORATIONS. The president or any vice-president and the secretary or assistant secretary of this corporation are authorized to vote, represent and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein to said officers to vote or represent on behalf of this corporation any and all shares of this corporation in any other corporation or corporations may be exercised either by such officers in person or by any person authorized to so do by proxy or power of attorney duly executed by said officers. Section 8. INSPECTION OF BY-LAWS. The corporation shall keep in its principal office for the transaction of business the original or copy of the by-laws as amended or otherwise altered to date, certified by the secretary, which shall be open to inspection by the shareholders at all reasonable times during office hours. ARTICLE VI AMENDMENTS Section 1. POWER OF SHAREHOLDERS. New by-laws may be adopted or these by-laws may be amended or repealed by the vote of shareholders entitled to exercise a majority of the voting power of the corporation or by the written amount of such shareholders. Section 2. POWER OF DIRECTORS. Subject to the right of shareholders as provided in Section 1 of this Article VI to adopt, amend or repeal by-laws, by-laws other than a by-law or amendment thereof changing the authorized number of directors may be adopted, amended, or repealed by the board of directors. -14- EX-3.35 35 v92967a1exv3w35.txt EXHIBIT 3.35 EXHIBIT 3.35 CERTIFICATE OF INCORPORATION OF KORRY ELECTRONICS CO. * * * * * A STOCK CORPORATION ARTICLE I. NAME The name of the corporation is KORRY ELECTRONICS CO. ARTICLE II. REGISTERED OFFICE AND REGISTERED AGENT The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE III. PURPOSES The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE IV. SHARES The total number of shares of all stock which the corporation shall have authority to issue is one thousand (1,000) shares of common stock having a par value of $.001 per share, all of which shall be the same class. ARTICLE V. CUMULATIVE VOTING The right to cumulate votes in the election of directors shall not exist with respect to shares of stock of this corporation. ARTICLE VI. PREEMPTIVE RIGHTS No preemptive rights shall exist with respect to shares of stock or securities convertible into shares of stock of this corporation. ARTICLE VII. INCORPORATOR The name and mailing address of the incorporator is as follows: Name Mailing Address Sheri A. Doyle Bank of California Center Seattle, Washington 98164 ARTICLE VIII. DIRECTORS The business and affairs of the corporation shall be managed by or under the direction of the board of directors. The corporation shall have three (3) first directors, whose names and mailing addresses are as follows: Name Mailing Address Wendell P. Hurlbut 10800 N.E. 8th Street Bellevue, Washington 98004 Carroll M. Martenson 10800 N.E. 8th Street Bellevue, Washington 98004 Robert W. Stevenson 10800 N.E. 8th Street Bellevue, Washington 98004 The initial directors shall serve until the first annual meeting of stockholders and until their successors are elected and qualified. The directors need not be elected by ballot unless required by the bylaws of the corporation. ARTICLE IX. BYLAWS In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the bylaws of the corporation. ARTICLE X. AMENDMENT The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to his reservation. ARTICLE XI. DURATION The corporation is to have perpetual existence. -2- ARTICLE XII. LIMITATION OF DIRECTOR LIABILITY AND DIRECTOR AND OFFICER INDEMNIFICATION (a) Liability. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) or any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended after the effective date of this article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. (b) Indemnification. The corporation shall indemnify, in the manner and to the full extent permitted by law, any person (or the estate of any person) who was or is a party to, or is threatened to be made a party to any threatened, pending or complete action, suit or proceeding, whether or not by or in the right of the corporation, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director, officer or employee of the corporation, or is or was serving at the request of the corporation as a director, officer or employee or of another corporation, partnership, joint venture, trust or other enterprise. The corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification provided herein shall include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, and, in the manner provided by law, any such expenses may be paid by the corporation in advance of the final disposition of such action, suit or proceeding. The indemnification provided herein shall not be deemed to limit the right of the corporation to indemnify any other person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the corporation may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. Any repeal or modification of the foregoing paragraphs by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. -3- I, Sheri A. Doyle, being the incorporator hereinbefore named for the purpose of forming a corporation pursuant to the General Corporation Law of the state of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly I have hereunto set my hand this 12th day of September, 1989. /s/ SHERI A. DOYLE -------------------------------------- Sheri A. Doyle Incorporator -4- EX-3.36 36 v92967a1exv3w36.txt EXHIBIT 3.36 EXHIBIT 3.36 BYLAWS OF KORRY ELECTRONICS CO. . . . KORRY ELECTRONICS CO. SEPTEMBER 15, 1989 BYLAWS AMENDMENTS
DATE OF AMENDMENT SECTION EFFECT OF AMENDMENT October 30, 1998. Article III, Section 2 The number of Directors shall be one or such other Stockholder Action number as shall be fixed from time to time by resolution of the Board or the stockholders
BYLAWS OF KORRY ELECTRONICS CO. ARTICLE I - OFFICES Section 1. Registered Office. The registered office of KORRY ELECTRONICS CO. (hereinafter called the Corporation) in the State of Delaware shall be at 1209 Orange Street, Wilmington, Delaware 19801 and the registered agent in charge thereof shall be The Corporation Trust Company. Section 2. Other Offices. The Corporation may also have an office or offices at other place or places within or without the State of Delaware as may be fixed from time to time by the Board of Directors. ARTICLE II - SHAREHOLDERS Section 1. Annual Meeting. The annual meeting of the shareholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held on such date, and at such place and hour, as shall be fixed by the Board of Directors (hereinafter called the Board) and designated in the notice or waiver of notice thereof; except that no annual meeting need be held if all actions, including the election of directors, required by the General Corporation Law of Delaware to be taken at a shareholders' annual meeting are taken by written consent in lieu of meeting pursuant to Section 4 of this Article. Section 2. Special Meetings. A special meeting of the shareholders for any purpose or purposes may be called by the Board, the President or the Secretary of the Corporation or the record holders of at least a majority of the shares of common stock of the Corporation issued and outstanding, to be held at such place, date and hour as shall be designated in the notice or waiver of notice thereof. Section 3. Notice of Meetings. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each shareholder entitled to vote at such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the records of the Corporation. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. Section 4. Shareholders' Consent in Lieu of Meeting. Any action required by the General Corporation Law of the State of Delaware to be taken at any annual or special meeting of the shareholders of the Corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the shareholders. Section 5. Quorum. A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of less than one-third of shares entitled to vote at the meeting. ARTICLE III - BOARD OF DIRECTORS Section 1. General Powers. The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation directed or required to be exercised or done by the shareholders. -2- Section 2. Number and Term of Office. The number of directors shall be one or such other number as shall be fixed by time to time by the Board. Each director shall hold office until his successor is elected and qualified, or until his earlier death or resignation or removal in the manner hereinafter provided. Section 3. Resignation. Any director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 4. Removal. Any director or the entire Board may be removed, with or without cause, at any time by vote of the holders of a majority of the shares then entitled to vote at an election of directors, or by written consent of the shareholders pursuant to Section 4 of Article II hereof. Section 5. Vacancies. If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect such new directors for the balance of a term and until their successors are elected and qualified. Section 6. Annual Meetings. As soon as practicable after each annual election of directors, the Board shall meet for the purpose of organization and the transaction of other business, unless it shall have transacted all such business by written consent pursuant to Section 11 of this Article. Section 7. Special Meetings. Special meetings of the Board of Directors may be called by one-third of the directors then in office (rounded up to the nearest whole number) or by the President and shall be held at such place, on such date, and at such time as they or he shall fix. Notice of the place, date and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five days before the meeting or by telegraphing the same not less than twenty-four -3- hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. Section 8. Notice/Waiver of Notice. The Secretary shall give notice to each director of each meeting, including the time, place and purpose of such meeting. Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least two days before the day on which such meeting is to be held, or shall be sent to him at such place by telegraph, cable, wireless or other form of recorded communication, or be delivered personally or by telephone not later than the day before the day on which such meeting is to be held, but notice need not be given to any director who shall attend such meeting. A written waiver of notice, signed by the person entitled thereto, whether before or after the time of the meeting stated therein, shall be deemed equivalent to notice. Section 9. Place of Meeting. The Board may hold its meetings at such place or places, either within or without the State of Delaware, as the Board may from time to time determine, or as shall be designated in the respective notices or waivers of notice thereof. Section 10. Quorum and Manner of Acting. One-third of the total number of directors then in office (but not less than two if the number of directors is greater than one) shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting. The vote of a majority of those directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board, except as otherwise expressly required by law or these Bylaws. In the absence of a quorum for any such meeting, a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present. Section 11. Directors' Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, without prior notice and without a vote, if a consent thereto in writing, setting forth the action so taken, shall be signed by all the directors and such consent is filed with the minutes of the proceedings of the Board. -4- Section 12. Action by Means of Conference Telephone or Similar Communications Equipment. Any one or more members of the Board, or of any committee designated by the Board, may participate in a meeting of the Board or any such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. ARTICLE IV - OFFICERS Section 1. Generally. The officers of the Corporation shall consist of a President, one or more Vice-Presidents, a Secretary and Treasurer. The Board may also designate such other officers, assistant officers and agents as it may, from time to time, deem necessary and desirable. Any two or more offices may be held by the same person. Section 2. Authority and Duties. All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws or, to the extent not so provided, as may be delegated by the Board. Section 3. Term of Office. All officers shall be elected or appointed by the Board and shall hold office for such term as may be prescribed by the Board. Each officer shall hold office until his successor has been elected or appointed and qualified or his earlier death or resignation or removal in the manner hereinafter provided. The Board may require any officer to give security by bond or otherwise for the faithful performance of his duties. Section 4. Resignation. Any officer may resign at any time by giving written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time when it shall become effective is not specified therein, at the time it is accepted by action of the Board. Except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective. -5- Section 5. Removal. All officers and agents elected or appointed by the Board shall be subject to removal at any time by the Board or by the shareholders of the Corporation with or without cause. Section 6. Vacancies. If the office of President, Secretary or Treasurer becomes vacant for any reason, the Board shall fill such vacancy, and if any other office becomes vacant, the Board may fill such vacancy. Any officer so appointed or elected by the Board shall serve only until such time as the unexpired term of his predecessor shall have expired unless reelected or reappointed by the Board. Section 7. President. The President shall be the principal operating and administrative officer of the corporation. He shall have general control and management of the business affairs and policies of the corporation and shall be generally responsible for the proper conduct of the business of the corporation. He shall possess power to sign all certificates, contracts and other instruments of the corporation. He shall preside at all meetings of the shareholders and of the Board. In general, he shall perform all such other duties as are incident to the office of President or are from time to time assigned to him by the Board. Section 8. Vice-President. The Vice-President, or if there be more than one, the Vice-Presidents, in the order as determined by the Board, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall generally assist the President and perform such other duties as the Board shall prescribe. Section 9. Secretary. The Secretary shall, to the extent practicable, attend all meetings of the Board and all meetings of the shareholders and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for any standing committees (if any) when required. He shall give, or cause to be given, notice of all meetings of the shareholders and of the Board, and shall perform such other duties as may be prescribed by the Board, under whose supervision he shall act. He shall keep in safe custody the seal of the Corporation and affix the same to any duly authorized instrument requiring it and, when so affixed, it shall be attested by this signature or by the signature of the Treasurer or an Assistant Treasurer. He -6- shall keep in safe custody the certificate books and stockholder records and such other books and records as the Board may direct and shall perform all other duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board. Section 10. Treasurer. The Treasurer shall have the care and custody of the corporate funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all money and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation, and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board. ARTICLE V - SHARES Section 1. Certificates for Shares. Each shareholder shall be entitled to a certificate signed by, or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or a Vice-President, and by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him. Any or all of the signatures on the certificate may be facsimile. Certificates shall be issued in consecutive order and shall be numbered in order of their issue. Section 2. Record. A record (herein called the stock record) in one or more counterparts shall be kept of the name of the person, firm or corporation owning the shares represented by each certificate for stock of the Corporation issued, the number of shares represented by each such certificate, the date thereof and, in the case of cancellation, the date of cancellation. Except as otherwise expressly required by law, the person in whose name shares of stock stand on the stock record of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. -7- Section 3. Transfer and Registration of Stock. The transfer of stock and certificates of stock which represent the stock of the Corporation shall be governed by Article 8 of Subtitle 1 of Title 6 of the Delaware Code (the Uniform Commercial Code), as amended from time to time. Transfers of shares of the Corporation shall be made only upon the books of the Corporation upon request of the registered holder thereof, or of his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and upon the surrender of the certificate or certificates for such shares properly endorsed or accompanied by a stock power duly executed. Section 4. Record Date. In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty or less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of shareholders entitled to notice of or to vote at a meeting of the shareholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. Section 5. Lost, Stolen or Destroyed Certificates. In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity. Section 6. Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board may establish. -8- ARTICLE VI - MISCELLANEOUS Section 1. Notices. Except as otherwise specifically provided herein or required by law, all notices required to be given to any shareholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by prepaid telegram or mailgram. Any such notice shall be addressed to such shareholder, director, officer, employee or agent at his last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails or by telegram or mailgram, shall be the time of the giving of the notice. Section 2. Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board or a committee thereof. Section 3. Corporate Seal. The Board may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer. Section 4. Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board, and each officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation, including reports made to the Corporation by any of its officers, by an independent certified public account, or by an appraiser selected with reasonable care. Section 5. Fiscal Year. The fiscal year of the Corporation shall be as fixed by the Board. -9- Section 6. Time Periods. In applying any provision of these Bylaws which requires that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included. Section 7. Proxies. The Board shall designate officers of the Corporation who shall have authority from time to time to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation, and to vote or consent in respect of such stock or securities. Such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights, and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise its said powers and rights. ARTICLE VII - INDEMNIFICATION OF OFFICERS AND DIRECTORS Section 1. Indemnification of Officers and Directors. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or an officer of the Corporation, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the fullest extent and in the manner set forth in and permitted by the General Corporation Law, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled apart from the foregoing provisions. The foregoing provisions of this Section 1 shall be deemed to be a contract between the Corporation and each director and officer who serves in such capacity at any time while this Article VII and the relevant provisions of the General Corporation Law and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or pro- -10- ceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. Section 2. Indemnification of other Persons. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the extent and in the manner set forth in and permitted by the General Corporation Law, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which any such person may be entitled apart from the foregoing provisions. Section 3. Insurance. The Corporation shall have power to maintain insurance, at its expense, to protect itself and any such director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article VII of these Bylaws or the Delaware General Corporation Law or any other provision of law. ARTICLE VIII - AMENDMENTS These Bylaws may be amended or repealed by the Board at any meeting or by the shareholders at any meeting. Adopted by resolution of the corporation's Board of Directors on September 15, 1989. /s/ R. W. STEVENSON ------------------------------ Secretary -11- EX-3.37 37 v92967a1exv3w37.txt EXHIBIT 3.37 EXHIBIT 3.37 State of Delaware Secretary of State Division of Corporations Filed 3:00 PM 04/24/1996 960118974 - 2617211 CERTIFICATE OF INCORPORATION OF ME ACQUISITION CO. * * * * * A STOCK CORPORATION Pursuant to Section 102 of the Delaware General Corporation Law ARTICLE I. NAME The name of the corporation (the "Corporation") is ME ACQUISITION CO. ARTICLE II. REGISTERED OFFICE AND REGISTERED AGENT The address of its registered office in the State of Delaware is c/o Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE III. PURPOSES The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law. ARTICLE IV. STOCK The total number of shares of all stock which the Corporation shall have authority to issue is one thousand (1,000) shares of common stock having a par value of $.001 per share, all of which shall be the same class. ARTICLE V. CUMULATIVE VOTING The right to cumulate votes in the election of directors shall not exist with respect to shares of stock of the Corporation. ARTICLE VI. PREEMPTIVE RIGHTS No preemptive rights shall exist with respect to shares of stock or securities convertible into shares of stock of the Corporation. ARTICLE VII. INCORPORATOR The name and mailing address of the incorporator are as follows: Name Mailing Address ---- --------------- Claire L. Hasler Two Union Square 601 Union Street Seattle, WA 98101-2346 ARTICLE VIII. DIRECTORS The business and affairs of the Corporation shall be managed by or under the direction of the board of directors. The Corporation shall have three (3) initial directors, whose names and mailing addresses are as follows: Name Mailing Address ---- --------------- Wendell P. Hurlbut 10800 N.E. 8th Street Bellevue, WA 98004 Robert W. Stevenson 10800 N.E. 8th Street Bellevue, WA 98004 Stephen R. Larson 10800 N.E. 8th Street Bellevue, WA 98004 The initial directors shall serve until the first annual meeting of stockholders and until their successors are elected and qualified. The directors need not be elected by ballot unless required by the bylaws of the Corporation. ARTICLE IX. BYLAWS In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the bylaws of the Corporation. -2- ARTICLE X. AMENDMENT The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. ARTICLE XI. DURATION The Corporation is to have perpetual existence. ARTICLE XII. LIMITATION OF DIRECTOR LIABILITY A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended after the effective date of this article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. ARTICLE XIII. BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS The Corporation expressly elects not to be governed by Section 203(a) of the Delaware General Corporation Law. I, Claire L. Hasler, being the incorporator hereinbefore named for the purpose of forming a corporation pursuant to the Delaware General Corporation Law, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true and, accordingly, I have hereunto set my hand this 24th day of April, 1996. /s/ Claire L. Hasler ----------------------------- Claire L. Hasler, Incorporator -3- CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF ME ACQUISITION CO. Pursuant to Section 103 of the General Corporation Law of the State of Delaware, ME ACQUISITION CO., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: The Board of Directors and sole stockholder of ME Acquisition Co. duly adopted the following resolution on the 1st day of August, 1996, effecting an amendment to the Certificate of Incorporation: RESOLVED, that the Certificate of Incorporation of the corporation shall be amended by deleting Article I in its entirety and substituting therefore a new Article I (the "Amendment") to read as follows: ARTICLE I. NAME The name of the corporation (the "Corporation") is MASON ELECTRIC CO. SECOND: Said resolution was duly adopted in accordance with the provisions of Section 242(b) of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, ME Acquisition Co. has caused this Certificate of Amendment to be signed by its Vice President and attested to by its Secretary and has caused its corporate seal to be hereunto affixed this 1st day of August, 1996. ME ACQUISITION CO. By /s/ Stephen R. Larson -------------------------- Stephen R. Larson, Vice President [Seal] ATTEST: /s/ R. W. Stevenson - ------------------------ Robert W. Stevenson, Secretary EX-3.38 38 v92967a1exv3w38.txt EXHIBIT 3.38 EXHIBIT 3.38 BYLAWS OF MASON ELECTRIC CO. . . . MASON ELECTRIC CO. APRIL 24, 1996 BYLAWS AMENDMENTS
DATE OF AMENDMENT SECTION EFFECT OF AMENDMENT October 1, 1998. Article III, Section 1 Board shall consist initially of three directors, Stockholder Action and thereafter shall consist of such number as shall be fixed from time to time by resolution of the Board or the stockholders May 3, 1999. Article V, Section 2 Eliminated requirement that President and Chairman Board Action of the Board must also concurrently serve as Directors.
MASON ELECTRIC CO. Incorporated Under the Laws of the State of Delaware BYLAWS ARTICLE I OFFICES The registered office of the Corporation in Delaware shall be at 1209 Orange Street in the City of Wilmington, County of New Castle, in the State of Delaware, and The Corporation Trust Company shall be the resident agent of this Corporation in charge thereof. The Corporation may also have such other offices at such other places, within or without the State of Delaware, as the Board of Directors may from time to time designate or the business of the Corporation may require. ARTICLE II STOCKHOLDERS Section 1. Annual Meeting. The annual meeting of stockholders for the election of directors and the transaction of any other business shall be held on the 15th of March each year, or as soon after such date as may be practicable, in such city and state and at such time and place as may be designated by the Board of Directors, and set forth in the notice of such meeting. If said day be a legal holiday, said meeting shall be held on the next succeeding business day. At the annual meeting any business may be transacted and any corporate action may be taken, whether stated in the notice of meeting or not, except as otherwise expressly provided by statute or the Certificate of Incorporation. Section 2. Special Meetings. Special meetings of the stockholders for any purpose may be called at any time by the Board of Directors, or by the President, and shall be called by the President at the request of the holders of a majority of the outstanding shares of capital stock entitled to vote. Special meetings shall be held at such place or places within or without the State of Delaware as shall from time to time be designated by the Board of Directors and stated in the notice of such meeting. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting. Section 3. Notice of Meetings. Written notice of the date, time and place of any stockholder's meeting, whether annual or special, shall be given to each stockholder entitled to vote thereat, by personal delivery or by mailing the same to him at his address as the same appears upon the records of the Corporation at least ten (10) days but not more than sixty (60) days before the day of the meeting. Notice of a special meeting must also state the purpose or purposes for which the meeting is called. Notice of any adjourned meeting need not be given except by announcement at the meeting so adjourned, unless otherwise ordered in connection with such adjournment. Such further notice, if any, shall be given as may be required by law. Section 4. Quorum. Any number of stockholders, together holding at least a majority of the capital stock of the Corporation issued and outstanding and entitled to vote, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of all business, except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws. Section 5. Adjournment of Meetings. If less than a quorum shall attend at the time for which a meeting shall have been called, the meeting may adjourn from time to time by a majority vote of the stockholders present or represented by proxy and entitled to vote without notice other than by announcement at the meeting until a quorum shall attend. Any meeting at which a quorum is present may also be adjourned in like manner and for such time or upon such call as may be determined by a majority vote of the stockholders present or represented by proxy and entitled to vote. At any adjourned meeting at which a quorum shall be present, any business may be transacted and any corporate action may be taken which might have been transacted at the meeting as originally called. Section 6. Voting List. The Secretary shall prepare and make, at least ten (10) days before every election of directors, a complete list of the stockholders entitled to vote, arranged in alphabetical order and showing the address of each stockholder and the number of shares of each stockholder. Such list shall be open at the place where the election is to be held for said ten days, to the examination of any stockholder, and shall be produced and kept at the time and place of election during the whole time thereof, and subject to the inspection of any stockholder who may be present. Section 7. Voting. Each stockholder entitled to vote at any meeting may vote either in person or by proxy, but no proxy shall be voted on or after three (3) years from its date, unless said proxy provides for a longer period. Each stockholder entitled to vote shall at every meeting of the stockholders be entitled to one vote for each share of stock registered in his name on the record of stockholders. At all meetings of stockholders all matters, except as otherwise provided by statute, shall he determined by the affirmative vote of the majority of shares present in person or by proxy and entitled to -2- vote on the subject matter. Voting at meetings of stockholders need not be by written ballot. Section 8. Record Date of Stockholders. The Board of Directors is authorized to fix in advance a date not exceeding sixty (60) days nor less than ten (10) days preceding the date of any meeting of stockholders, and not exceeding sixty (60) days preceding the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purposes, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and, in such case, such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation, after such record date fixed as aforesaid. Section 9. Action Without Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Section 10. Conduct of Meetings. The Chairman of the Board of Directors or, in his absence the President, shall preside at all regular or special meetings of stockholders. To the maximum extent permitted by law, such presiding person shall have the power to set procedural rules, including but not limited to rules respecting the time allotted to stockholders to speak, governing all aspects of the conduct of such meetings. -3- ARTICLE III DIRECTORS Section 1. Number and Qualifications. The Board of Directors shall consist initially of three (3) directors, and thereafter shall consist of such number as may be fixed from time to time by resolution of the Board. The directors need not be stockholders. Section 2. Election of Directors. The directors shall be elected by the stockholders at the annual meeting of stockholders. Section 3. Duration of Office. The directors chosen at any annual meeting shall, except as hereinafter provided, hold office until their successors are elected and qualified or until their earlier resignation or removal. Section 4. Removal and Resignation of Directors. Any director may be removed from the Board of Directors, with or without cause, by the holders of a majority of the shares of capital stock entitled to vote at an election of directors, either by written consent or consents or at any special meeting of the stockholders called for that purpose, and the office of such director shall forthwith become vacant. Any director may resign at any time upon written notice to the Corporation. Such resignation shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless so specified therein. Section 5. Filling of Vacancies. Any vacancy among the directors, occurring from any cause whatsoever, may be filled by a majority of the remaining directors, though less than a quorum, provided, however, that the stockholders removing any director may at the same meeting fill the vacancy caused by such removal, and provided further, that if the directors fail to fill any such vacancy, the stockholders may at any special meeting called for that purpose fill such vacancy. In case of any increase in the number of directors, the additional directors may be elected by the directors in office before such increase. Any person elected to fill a vacancy shall hold office, subject to the right of removal as hereinbefore provided, until his successor is elected and qualified. Section 6. Regular Meetings. The Board of Directors shall hold an annual meeting for the purpose of organization and the transaction of any business immediately after the annual meeting of the stockholders, provided a quorum of directors is present. Other regular meetings may be held at -4- such times as may be determined from time to time by resolution of the Board of Directors. Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or by the President. Section 8. Notice and Place of Meetings. Meetings of the Board of Directors may be held at the principal office of the Corporation, or at such other place as shall be stated in the notice of such meeting. Notice of any special meeting, and, except as the Board of Directors may otherwise determine by resolution, notice of any regular meeting also, shall be mailed to each director addressed to him at his residence or usual place of business at least two days before the day on which the meeting is to be held, or if sent to him at such place by telegraph or cable, or delivered personally or by telephone, not later than the day before the day on which the meeting is to be held. No notice of the annual meeting of the Board of Directors shall be required if it is held immediately after the annual meeting of the stockholders and if a quorum is present. Section 9. Business Transacted at Meetings, etc. Any business may be transacted and any corporate action may be taken at any regular or special meeting of the Board of Directors at which a quorum shall be present, whether such business or proposed action be stated in the notice of such meeting or not, unless special notice of such business or proposed action shall be required by statute. Section 10. Quorum. A majority of the Board of Directors at any time in office shall constitute a quorum. At any meeting at which a quorum is present, the vote of a majority of the members present shall be the act of the Board of Directors unless the act of a greater number is specifically required by law or by the Certificate of Incorporation or these Bylaws. The members of the Board shall act only as the Board and the individual members thereof shall not have any powers as such. Section 11. Compensation. The directors shall not receive any stated salary for their services as directors, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity, as an officer, agent or otherwise, and receiving compensation therefor. Section 12. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are -5- filed with the minutes of the proceedings of the Board or committee. Section 13. Meetings Through Use of Communications Equipment. Members of the Board of Directors, or any committee designated by the Board of Directors, shall, except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, have the power to participate in a meeting of the Board of Directors, or any committee, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting. ARTICLE IV COMMITTEES Section 1. Executive Committee. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one (1) or more of their number to constitute an Executive Committee to hold office at the pleasure of the Board, which Committee shall, during the intervals between meetings of the Board of Directors, have and exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, subject only to such restrictions or limitations as the Board of Directors may from time to time specify, or as limited by the Delaware General Corporation Law, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it. Any member of the Executive Committee may be removed at any time, with or without cause, by a resolution of a majority of the whole Board of Directors. Any person ceasing to be a director shall ipso facto cease to be a member of the Executive Committee. Any vacancy in the Executive Committee occurring from any cause whatsoever may be filled from among the directors by a resolution of a majority of the whole Board of Directors. Section 2. Other Committees. Other committees, whose members shall include at least one (1) director, may be appointed by the Board of Directors or the Executive Committee, which committees shall hold office for such time and have such powers and perform such duties as may from time to time be assigned to them by the Board of Directors or the Executive Committee. Any member of such a committee may be removed at any time, with or without cause, by the Board of Directors or the Executive Committee. Any vacancy in a committee occurring from -6- any cause whatsoever may be filled by the Board of Directors or the Executive Committee. Section 3. Resignation. Any member of a committee may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective unless so specified therein. Section 4. Quorum. A majority of the members of a committee shall constitute a quorum. The act of a majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee. The members of a committee shall act only as a committee, and the individual members thereof shall not have any powers as such. Section 5. Record of Proceedings, etc. Each committee shall keep a record of its acts and proceedings, and shall report the same to the Board of Directors when and as required by the Board of Directors. Section 6. Organization, Meetings, Notices, etc. A committee may hold its meetings at the principal office of the Corporation, or at any other place which a majority of the committee may at any time agree upon. Each committee may make such rules as it may deem expedient for the regulation and carrying on of its meetings and proceedings. Unless otherwise ordered by the Executive Committee, any notice of a meeting of such committee may be given by the Secretary of the Corporation or by the chairman of the committee and shall be sufficiently given if mailed to each member at his residence or usual place of business at least two days before the day on which the meeting is to be held, or if sent to him at such place by telegraph or cable, or delivered personally or by telephone not later than 24 hours before the time at which the meeting is to be held. Section 7. Compensation. The members of any committee shall be entitled to such compensation as may be allowed them by resolution of the Board of Directors. ARTICLE V OFFICERS Section 1. Number. The officers of the Corporation shall be a President, a Secretary, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. The Board of Directors in its discretion may also elect a Chairman of the Board of Directors. Section 2. Election, Term of office and Qualifications. The officers, except as provided in Section 3 of -7- this Article V, shall be chosen annually by the Board of Directors. Each such officer shall, except as herein otherwise provided, hold office until his successor shall have been elected and qualified or until his earlier resignation or removal. The Chairman of the Board of Directors, if any, and the President shall be directors of the Corporation, and should any one of them cease to be a director, he shall ipso facto cease to be such officer. Except as otherwise provided by law, any number of offices may be held by the same person. Section 3. Other Officers. Other officers, including one or more Vice-Presidents or one or more Assistant Secretaries, Treasurers or Assistant Treasurers, may from time to time be appointed by the Board of Directors, which other officers shall have such powers and perform such duties as may be assigned to them by the Board of Directors or the officer or committee appointing them. Section 4. Removal of Officers. Any officer of the Corporation may be removed from office, with or without cause, by a vote of a majority of the Board of Directors. Section 5. Resignation. Any officer of the Corporation may resign at any time. Such resignation shall be in writing and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary in order to make it effective, unless so specified therein. Section 6. Filling of Vacancies. A vacancy in any office shall be filled by the Board of Directors or by the authority appointing the predecessor in such office. Section 7. Compensation. The compensation of the officers shall be fixed by the Board of Directors, or by any committee upon whom power in that regard may be conferred by the Board of Directors. Section 8. Chairman of the Board of Directors. The Chairman of the Board of Directors shall be a director and shall preside at all meetings of the Board of Directors at which he shall be present, and shall have such power and perform such duties as may from time to time be assigned to him by the Board of Directors. Section 9. President. The President shall, when present, preside at all meetings of the stockholders, and, in the absence of the Chairman of the Board of Directors, at meetings of the Board of Directors. He shall have power to call special meetings of the stockholders or of the Board of Directors or of the Executive Committee at any time. He shall be the chief executive officer of the Corporation, and shall have the general -8- direction of the business, affairs and property of the Corporation, and of its several officers, and shall have and exercise all such powers and discharge such duties as usually pertain to the office of President. Section 10. Vice-Presidents. The Vice-Presidents, if any, or any of them, shall, subject to the direction of the Board of Directors, at the request of the President or in his absence, or in case of his inability to perform his duties from any cause, perform the duties of the President, and, when so acting, shall have all the powers of, and be subject to all restrictions upon, the President. The Vice-Presidents shall also perform such other duties as may be assigned to them by the Board of Directors, and the Board of Directors may determine the order of priority among them. Section 11. Secretary. The Secretary shall perform such duties as are incident to the office of Secretary, or as may from time to time be assigned to him by the Board of Directors, or as are prescribed by these Bylaws. Section 12. Treasurer. The Treasurer, if any, shall be responsible for the finances and financial affairs of the Corporation and shall perform such duties and have powers as are usually incident to the office of Treasurer or which may be assigned to him by the Board of Directors. ARTICLE VI CAPITAL STOCK Section 1. Issue of Certificates of Stock. Certificates of capital stock shall be in such form as shall be approved by the Board of Directors. They shall be numbered in the order of their issue and shall be signed by the Chairman of the Board of Directors, the President or any Vice-President, and the Secretary or any Assistant Secretary and the seal of the Corporation or a facsimile thereof shall be impressed or affixed or reproduced thereon, provided, however, that where such certificates are signed by a transfer agent or an assistant transfer agent or by a transfer clerk acting on behalf of the Corporation and a registrar, the signature of any such Chairman of the Board of Directors, President, Vice-President, Secretary or Assistant Secretary, may be facsimile. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or -9- signatures shall have been used thereon have not ceased to be such officer or officers of the Corporation. Section 2. Registration and Transfer of Shares. The name of each person owning a share of the capital stock of the Corporation shall be entered on the books of the Corporation together with the number of shares held by him, the numbers of the certificates covering such shares and the dates of issue of such certificates. The shares of stock of the Corporation shall be transferable on the books of the Corporation by the holders thereof in person, or by their duly authorized attorneys or legal representatives, on surrender and cancellation of certificates for a like number of shares, accompanied by an assignment or power of transfer endorsed thereon or attached thereto, duly executed, and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require. A record shall be made of each transfer. The Board of Directors may make other and further rules and regulations concerning the transfer and registration of certificates for stock and may appoint a transfer agent or registrar or both and may require all certificates of stock to bear the signature of either or both. Section 3. Lost, Destroyed and Mutilated Certificates. The holder of any stock of the Corporation shall immediately notify the Corporation of any loss, theft, destruction or mutilation of the certificates therefor. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it alleged to have been lost, stolen or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost, stolen or destroyed certificate, or his legal representatives, to give the Corporation a bond, in such sum not exceeding double the value of the stock and with such surety or sureties as they may require, to indemnify it against any claim that may be made against it by reason of the issue of such new certificate and against all other liability in the premises, or may remit such owner to such remedy or remedies as he may have under the laws of the State of Delaware. ARTICLE VII DIVIDENDS, SURPLUS, ETC. Section 1. General Discretion of Directors. The Board of Directors shall have power to fix and vary the amount to be set aside or reserved as working capital of the Corporation, or as reserves, or for other proper purposes of the Corporation, and, subject to the requirements of the Certificate of Incorporation, to determine whether any, if any, part of the surplus or net profits of the Corporation shall be declared as dividends and paid to the stockholders, and to fix the date or dates for the payment of dividends. -10- ARTICLE VIII MISCELLANEOUS PROVISIONS. Section 1. Fiscal Year. The fiscal year of the Corporation shall commence on the first day of November and end on the last day of October in each year. Section 2. Corporate Seal. The corporate seal shall be in such form as approved by the Board of Directors and may be altered at their pleasure. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Section 3. Notices. Except as otherwise expressly provided, any notice required by these Bylaws to be given shall be sufficient if given by depositing the same in a post office or letter box in a sealed postpaid wrapper addressed to the person entitled thereto at his address, as the same appears upon the books of the Corporation, or by telegraphing or cabling the same to such person at such addresses; and such notice shall be deemed to be given at the time it is mailed, telegraphed or cabled. Section 4. Waiver of Notice. Any stockholder or director may at any time, by writing or by telegraph or by cable, waive any notice required to be given under these Bylaws, and if any stockholder or director shall be present at any meeting for any purpose other than objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened, his presence shall constitute a waiver of such notice. Section 5. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall from time to time be designated by resolution of the Board of Directors. Section 6. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such bank or banks, trust companies or other depositories as the Board of Directors may select, and, for the purpose of such deposit, checks, drafts, warrants and other orders for the payment of money which are payable to the order of the Corporation, may be endorsed for deposit, assigned and delivered by any officer of the Corporation, or by such agents of the Corporation as the Board of Directors or the President may authorize for that purpose. Section 7. Voting Stock of Other Corporations. Except as otherwise ordered by the Board of Directors or the Executive Committee, the President or the Treasurer shall have -11- full power and authority on behalf of the Corporation to attend and to act and to vote at any meeting of the stockholders of any corporation of which the Corporation is a stockholder and to execute a proxy to any other person to represent the Corporation at any such meeting, and at any such meeting the President or the Treasurer or the holder of any such proxy, as the case may be, shall possess and may exercise any and all rights and powers incident to ownership of such stock and which, as owner thereof, the Corporation might have possessed and exercised if present. The Board of Directors or the Executive Committee may from time to time confer like powers upon any other person or persons. Section 8. Indemnification of officers and Directors. The Corporation shall indemnify any and all of its directors or officers, including former directors or officers, and any employee, who shall serve as an officer or director of any corporation at the request of this Corporation, to the fullest extent permitted under and in accordance with the laws of the State of Delaware. ARTICLE IX AMENDMENTS The Board of Directors shall have the power to make, rescind, alter, amend and repeal these Bylaws, provided, however, that the stockholders shall have power to rescind, alter, amend or repeal any Bylaws made by the Board of Directors, and to enact Bylaws which if so expressed shall not be rescinded, altered, amended or repealed by the Board of Directors. No change of the time or place for the annual meeting of the stockholders for the election of directors shall be made except in accordance with the laws of the State of Delaware. Adopted by the Board of Directors on this 24th day of April, 1996. /s/ R. W. STEVENSON -------------------------------------- Robert W. Stevenson, Secretary -12- EX-3.39 39 v92967a1exv3w39.txt EXHIBIT 3.39 EXHIBIT 3.39 AMENDED CERTIFICATE OF INCORPORATION OF MCTAWS CORPORATION ARTICLE 1. NAME The name of this corporation is McTaws Corporation. ARTICLE 2. REGISTERED OFFICE AND AGENT The address of the initial registered office of this corporation is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, State of Delaware 19801, and the name of its initial registered agent at such address is The Corporation Trust Company. ARTICLE 3. PURPOSES The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE 4. SHARES The total authorized stock of the corporation shall consist of 100 shares of common stock having a par value of $.01 per share. ARTICLE 5. INCORPORATOR The name of the incorporator is Kenneth W. Johnson and his mailing address is One Union Square, 36th Floor, 600 University Street, Seattle, WA 98101. The powers of the incorporator are to terminate upon the filing of this Certificate of Incorporation. ARTICLE 6. BYLAWS The Board of Directors shall have the power to adopt, amend or repeal the By-laws for this corporation, subject to the power of the stockholders to amend or repeal PAGE 1 such Bylaws. The stockholders shall also have the power to adopt, amend or repeal the Bylaws for this corporation. ARTICLE 7. ELECTION OF DIRECTORS Written ballots are not required in the election of Directors. ARTICLE 8. PREEMPTIVE RIGHTS Preemptive rights shall not exist with respect to shares of stock or securities convertible into shares of stock of this corporation. ARTICLE 9. CUMULATIVE VOTING The right to cumulate votes in the election of Directors shall not exist with respect to shares of stock of this corporation. ARTICLE 10. AMENDMENTS TO CERTIFICATE OF INCORPORATION This corporation reserves the right to amend or repeal any of the provisions contained in this Certificate of Incorporation in any manner now or hereafter permitted by law, and the rights of the stockholders of this corporation are granted subject to this reservation. ARTICLE 11. LIMITATION OF DIRECTOR LIABILITY To the full extent that the Delaware General Corporation Law, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors, a director of this corporation shall not be liable to this corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment to or repeal of this Article 11 shall not adversely affect any right or protection of a director of this corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. ARTICLE 12. ACTION BY STOCKHOLDERS WITHOUT A MEETING Any action which could be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a written consent setting forth the action taken is signed by all of the stockholders entitled to vote with respect to the subject matter thereof. PAGE 2 ARTICLE 13. BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS The corporation expressly elects not to be governed by Section 203(a) of Title 8 of the Delaware General Corporation Law. PAGE 3 EX-3.40 40 v92967a1exv3w40.txt EXHIBIT 3.40 EXHIBIT 3.40 BYLAWS OF MCTAWS CORPORATION SECTION 1 STOCKHOLDERS Section 1.1 Annual Meetings. The annual meeting of the stockholders of the Corporation for the election of Directors and the transaction of such other business as may properly come before such meeting shall be held each year at the principal office of the Corporation, or at some other place (within or without the State of Delaware as designated by the Board of Directors) on the day and at the time specified in Exhibit A, which is attached hereto and incorporated herein by this reference, or on such other day and time as may be fixed by the Board of Directors and set forth in the notice of such meeting. If the specified day is a Sunday or a legal holiday, then the meeting will take place on the next business day at the same time or on such other day as may be set by the Board of Directors. Section 1.2 Special Meetings. Special meetings of the stockholders may be called at any time by the Chairman of the Board, the President, a majority of the Board of Directors, or the stockholders of record of a majority of the outstanding voting stock of the Corporation. A special meeting of the stockholders may be held at such place and time (within or without the State of Delaware) as shall be specified in the notice of such meeting. The business transacted at each such meeting shall be confined to the objects stated in the notice of meeting. Section 1.3 Notice of Meetings. The Secretary shall cause written notice of the place, date and hour of each meeting of the stockholders, and, in the case of a special meeting, the purpose or purposes for which such meeting is called, to be given not less than 10 nor more than 60 days before the date of such meeting, to each stockholder of record entitled to vote at such meeting. Notice may be delivered personally, by facsimile, by first class mail, or in any other manner approved by law, by or at the direction of the President or the Secretary, to each stockholder of record entitled to notice of such meeting. Mailed notices shall be deemed to be delivered when deposited in the mail, first-class postage paid, correctly addressed to the stockholder at such stockholder's address as it appears on the records of the Corporation. Notice given in any other manner shall be deemed effective when dispatched to the stockholder's address, telephone number or other number appearing on the records of the Corporation. Notice of any adjourned meeting of the stockholders of the Corporation need not be given, except as otherwise required by law. Section 1.4. Waiver of Notice. Whenever notice is required to be given under any provision of law, the Certificate of Incorporation, Bylaws or by resolution of the Board of Directors, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and makes such objection immediately upon the commencement thereof. Section 1.5 Quorum. Except as otherwise required by law, the presence in person or by proxy of the holders of record of a majority of the stock entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business at such meeting. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any stockholder. Section 1.6 Voting. Every holder of record of stock entitled to vote at a meeting of stockholders shall be entitled to one vote in person or by proxy for each share standing in such stockholder's name on the books of the Corporation. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, the vote of a majority of the shares represented in person or by proxy at any meeting at which a quorum is present shall be sufficient for the transaction of any business at such meeting. Except as otherwise required by law or by these Bylaws, all voting may be viva voce. Section 1.7 Inspectors at Stockholders' Meetings. The Board of Directors, in advance of any stockholders' meeting, may appoint or provide for the appointment of one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed the person presiding at the stockholders' meeting may appoint one or more inspectors. Each inspector, before entering upon the discharge of such person's duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting impartially and according to the best of such person's ability. The inspectors shall determine the number of shares of stock outstanding and the voting power of each, the number of shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct -2- the election or vote with fairness to all stockholders. On request of the person presiding at the meeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing on any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them. Section 1.8 List of Stockholders. At least 10 days before any stockholders' meeting, the Secretary of the Corporation or the agent having charge of the stock transfer books of the Corporation shall have compiled a complete list of the stockholders entitled to notice of a stockholders' meeting, arranged in alphabetical order and by voting group, with the address of each stockholder and the number, class, and series, if any, of shares owned by each. Section 1.9 Consent of Stockholders in Lieu of Meeting. (a) Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, or the Corporation's principal place of business, or an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested; provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this Section shall be deemed to be recorded when so delivered. (b) No written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered to the Corporation as required by this Section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. -3- (c) Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. If the action which is consented to is such as would have required the filing of a certificate under any section of the General Corporation Law of Delaware, if such action had been voted on by the stockholders at a meeting thereof, the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written consent and written notice has been given as provided in Section 228 of the General Corporation Law of Delaware. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. 1.10 Proxies. A stockholder may appoint a proxy to vote or otherwise act for the stockholder by signing an appointment form, either personally or by an agent. No appointment shall be valid after 11 months from the date of its execution unless the appointment form expressly so provides. An appointment of a proxy is revocable unless the appointment is coupled with an interest. No revocation shall be effective until written notice thereof has actually been received by the Secretary of the Corporation or any other person authorized to tabulate votes. SECTION 2 BOARD OF DIRECTORS Section 2.1 General Powers. Except as may be otherwise provided by law, by the Certificate of Incorporation or by these Bylaws, the property, affairs and business of the Corporation shall be managed under the direction of the Board of Directors and the Board may exercise all powers of the Corporation. Section 2.2 Number. The Board of Directors shall consist of such number of Directors as may be determined from time to time by resolution of the stockholders, or except to the extent otherwise restricted by the stockholders, by the Board, but such number shall not be less than the minimum number required by the General Corporation Law of Delaware. The initial Board of Directors shall consist of the number of members listed on Exhibit A attached hereto. Section 2.3 Election and Term of Directors. Except as otherwise provided in Section 2.11 hereof, the Directors shall be elected at each annual meeting of the stockholders to hold office until the next annual meeting of stockholders. Each -4- Director shall hold office until the expiration of the term for which such Director is elected and until a successor has been elected and has qualified, or until such Director's earlier death, resignation or removal. If the annual meeting of stockholders is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon thereafter as convenient. At each meeting of the stockholders for the election of Directors, at which a quorum is present, the Directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in such election. Members of the initial Board of Directors shall hold office until the first annual meeting of stockholders or until their successors have been elected and qualified. The Board of Directors shall select one of its members to serve as Chairman of the Board. The Chairman shall preside at all meetings of the Board of Directors and all annual meetings of stockholders. Section 2.4 Annual and Regular Meetings. An annual organizational meeting of the Board of Directors shall be held immediately following adjournment of the annual meeting of stockholders at the place of such annual meeting. Notice of such meeting of the Board need not be given. The Board from time to time may provide for the holding of other regular meetings and fix the place (which may be within or without the State of Delaware) and time of such meetings. Notice of regular meetings need not be given, except that if the Board shall fix or change the time or place of any regular meeting, notice of such action shall be promptly communicated personally or by telephone or sent by first class mail, facsimile, telegraph, radio or cable, to each Director who shall have not been present at the meeting at which such action was taken, addressed to such Director at such Director's residence, usual place of business or other address designated with the Secretary for such purpose. Section 2.5 Special Meetings; Notice. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board or the President, or in the absence or disability of both, by any Vice President, or by the Secretary at the request of any two Directors, at such place (within or without the State of Delaware) as may be specified in the respective notices or waivers of notice of such meeting. Except as otherwise provided by law, a notice of each special meeting, stating the time and place thereof, shall be mailed to each Director addressed to such Director's residence, usual place of business, or other address designated with the Secretary for such purpose, at least two business days before the special meeting is to be held, or shall be sent to such Director at such place by telegraph, facsimile or cable, or delivered personally or by telephone not later than the day before the day on which such meeting is to be held. Notice may be waived in accordance with Section 1.4 hereof. -5- Section 2.6 Quorum; Voting. Subject to the provisions of Section 2.12 hereof, at all meetings of the Board of Directors the presence of one-third of the total number of Directors shall constitute a quorum for the transaction of business, except that if at any time the Board of Director shall consist of only one Director, then one Director shall constitute a quorum. Except as otherwise required by law, the vote of the greater of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.7 Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any regular or special meeting to another time and place. Notice of the adjourned meeting conforming to the requirements of Section 2.5 hereof shall be given to each Director except that no notice of an adjournment or postponement of a meeting need be given if a majority of the Board of Directors is present or if the adjournment or postponement is to a later hour on the same date, at the same place. Section 2.8 Action without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board. Section 2.9 Manner of Acting; Telephonic Meetings. To the extent consistent with law, the Certificate of Incorporation and the Bylaws, the Board of Directors may adopt such rules and regulations for the conduct of meetings of the Board and for the management of the property, affairs and business of the Corporation as the Board may deem appropriate. Members of the Board of Directors or of any Committee thereof may participate in a meeting of the Board or of such Committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting. Section 2.10 Resignations. Any Director may resign at any time by delivering a written notice of resignation signed by such Director to the Chairman of the Board, the President, a Vice President or the Secretary. Such resignation shall take effect upon the later of delivery or the date specified therein. Section 2.11 Removal of Directors. Any or all of the Directors may be removed at any time, either with or without cause, by vote of the stockholders. Except as otherwise precluded by law any Director may be removed at any time, with or without cause, by resolution of a majority of the entire Board of Directors. Any vacancy in the Board, caused by any removal of a Director by vote of the stockholders, may be filled by the -6- stockholders entitled to vote for the election of the Director so removed. If such stockholders do not fill such vacancy at the meeting at which such removal was effected (or in the written instrument effecting such removal, if such removal was effected by consent without a meeting), such vacancy may be filled in the manner provided in Section 2.12 hereof. Section 2.12 Vacancies and Newly Created Directorships. Subject to the provisions of Section 2.11 hereof, any newly created directorship resulting from an increase in the number of Directors and any vacancy occurring in the Board of Directors for any reason (including, without limitation, the removal of a Director) may be filled by vote of a majority of the Directors then in office, although less than a quorum exists, or by a sole remaining Director. A Director elected to fill a vacancy shall be elected to hold office for the unexpired term of a predecessor. Any such newly created directorship and any such vacancy may also be filled at any time by vote of the stockholders. Section 2.13 Compensation. The amount, if any, which each Director shall be entitled to receive as compensation for services as a Director may be fixed from time to time by the Board of Directors within limits established by the stockholders. This Section of the Bylaws may not be amended or repealed except by the stockholders. In the absence of stockholders' action, the Directors shall be entitled to $25 per meeting. Section 2.14 Reliance on Accounts and Reports, etc. Any Director, or a member of any Committee designated by the Board of Directors, shall, in the performance of such duties, be fully protected in relying in good faith upon the books of account or reports made to the Corporation by any of its officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board or by any such Committee, or in relying in good faith upon other records of the Corporation. SECTION 3 COMMITTEES Section 3.1 How Constituted. The Board of Directors, by resolution adopted by a majority of the whole Board, may designate one or more Committees of the Board, each such Committee to consist of two or more Directors as from time to time may be fixed by resolution similarly adopted. The Board may designate one or more Directors as alternate members of any such Committee, who may replace any absent or disqualified member or members at any meeting of such Committee. Any Committee may be abolished or redesignated from time to time by resolution or resolutions similarly adopted. Each member (which term, when -7- used in this Section, shall include alternate members acting in the stead of absent or disqualified members) of any such Committee shall hold office until replaced by a successor or until such earlier time as such member shall cease to be a Director or resigns or is removed from such Committee. Section 3.2 Powers. Each Committee shall have and may exercise the powers and authority of the Board of Directors in the management of the property, affairs and business of the Corporation, to the extent provided by the resolution of the Board of Directors establishing or designating such Committee and may authorize the seal of the Corporation to be affixed to all papers which may require it. Section 3.3 Proceedings. Any such Committee may fix its own rules of procedure and may meet at such place (within or without the State of Delaware), at such date and time and upon such notice, if any, as such Committee shall determine from time to time. Each such Committee shall keep a record of its proceedings and shall report such proceedings to the Board of Directors at the first meeting of the Board following any such proceedings. Section 3.4 Quorum and Manner of Acting. Except as may be otherwise provided in the resolution designating any such Committee, at all meetings of any such Committee the presence of members constituting at least one half of the total authorized membership of such Committee shall constitute a quorum for the transaction of business. The act of the majority of the members present at any meeting at which a quorum is present, shall be the act of such Committee. Any action required or permitted to be taken at any meeting of any such Committee may be taken without a meeting, if all members of such Committee shall consent to such action in writing and such writing or writings are filed with the minutes of the proceedings of the Committee. Section 3.5 Resignations. Any member may resign from any Committee at any time by delivering a written notice of resignation signed by such member to the Chairman, the President, a Vice President or the Secretary. Such resignation shall take effect upon the later of delivery or the date specified therein. Section 3.6 Removal. Any member of any such Committee may be removed at any time, with or without cause, by resolution adopted by the Board or by a majority of the whole Committee. Section 3.7 Vacancies. If any vacancy shall occur in any such Committee, by reason of disqualification, death, resignation, removal or otherwise, the remaining members shall continue to act and any vacancy may be filled by resolution adopted by a majority of the whole Board of Directors. -8- Section 3.8 Special Committees. Nothing herein shall be deemed to preclude the Board of Directors or the chief executive officer from appointing one or more Special Committees, which may be comprised in whole or in part of Directors, for such purposes and having such functions as may be lawfully delegated under law, the Certificate of Incorporation and these Bylaws, provided however no such Special Committee shall have or may exercise any authority of the Board. SECTION 4 OFFICERS Section 4.1 Term and Titles. The officers of the Corporation shall be elected or appointed by the Board of Directors and shall hold office at the pleasure of the Board or until the election or appointment and the qualification of a successor. There may be a President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors may also elect or appoint such other officers and agents, having such titles and with such responsibilities (including but not limited to Assistant of the titles previously mentioned) as it deems appropriate. The Board of Directors from time to time may delegate to the chief executive officer the power to appoint such other officers or agents and to prescribe their respective rights, terms of office, authorities and duties. Any two or more offices may be held by the same person. Section 4.2 Chief Executive Officer. The Board of Directors from time to time may determine who among the officers and in what order, shall act as chief executive officer. In the absence of such determination the President shall be the chief executive officer. Subject to the control of the Board and to the extent not otherwise prescribed by these Bylaws, the chief executive officer shall supervise the carrying out of the policies adopted or approved by the Board, shall exercise a general supervision and superintendence over all the business and affairs of the Corporation and shall possess such other powers and perform such other duties as may be incident to the office of chief executive officer. Section 4.3 Salaries. The salaries of all officers of the Corporation shall be fixed from time to time by the Board of Directors. Section 4.4 Removal and Resignation; Vacancies. Any officer may be removed at any time by the Board of Directors, with or without cause, and any officer appointed by the chief executive officer may be removed by the chief executive officer at any time, with or without cause. Any officer may resign at any time by delivering a signed notice of resignation to the Board of Directors, the Chairman of the Board, the President, a -9- Vice President or the Secretary. Such resignation shall take effect upon the later of delivery or the date specified therein. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, may be filled by the Board at any regular or special meeting. Section 4.5 Authority and Duties of Officers. The officers of the Corporation shall have such authority and shall exercise such powers and perform such duties as may be specified in these Bylaws, or to the extent not so provided, by the chief executive officer and other officers acting pursuant to the chief executive officer's authority, except that in any event each officer shall exercise such powers and perform such duties as may be required by law. The chief executive officer may at any time suspend any officer, other than an officer who is a Director, from any duties and authority for a period not exceeding 90 days. Section 4.6 President. The President shall have the following powers and duties: (a) To be the chief operating officer of the Corporation, and, subject to the directions of the Board of Directors and (if the President is not also the chief executive officer) the chief executive officer, to have general charge of the operations of the business, affairs and property of the Corporation and general operations of its officers, employees and agents. (b) Subject to these Bylaws the President shall exercise all powers and perform all duties incident to the office of president and chief operating officer of a corporation, and shall exercise such other powers and perform such other duties as from time to time may be assigned to the President by the Board or by the chief executive officer (if the President is not also the chief executive officer). Section 4.7 Vice Presidents. Each Vice President shall exercise such powers and perform such duties as from time to time may be assigned to such Vice President by the Board of Directors, the chief executive officer or the President. In the absence or during the disability of the President, the Vice President designated by the Board of Directors or by the President, or if no such designation shall have been made, then the senior ranking Vice President present shall perform all the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Section 4.8 Secretary. Except as may otherwise be provided by the Board of Directors, the Secretary shall have the following powers and duties: -10- (a) To keep or cause to be kept a record of all the proceedings of the meetings of the Stockholders and of the Board of Directors. (b) To cause all notices to the Board of Directors and stockholders to be duly given in accordance with the provisions of these Bylaws and as required by law. (c) To be the custodian of the records and of the seal of the Corporation. The Secretary may cause such seal (or a facsimile thereof) to be affixed to all instruments the execution of which on behalf of the Corporation under its seal shall have been duly authorized in accordance with these Bylaws, and when so affixed may attest the same. (d) To have charge of the stock books and ledgers of the Corporation and to cause the stock and transfer books to be kept in such manner as to show at any time the number of shares of stock of the Corporation of each class issued and outstanding, the names (alphabetically arranged) and the addresses of the holders of record of such shares, the number of shares held by each holder and the date as of which each became such holder of record. (e) To perform, in general, all duties incident to the office of Secretary and such other duties as may be given to the Secretary by these Bylaws or as may be assigned to the Secretary from time to time by the Board of Directors, the chief executive officer or the President. (f) To the extent consistent with law, the Secretary may from time to time delegate performance of any one or more of the foregoing powers and duties, or powers and duties otherwise conferred upon the Secretary by these Bylaws, to one or more officers, agents or employees of the Corporation. Section 4.9 Treasurer. Except as may otherwise be provided by the Board of Directors, the Treasurer shall have the following powers and duties: (a) To have charge and supervision over and be responsible for the moneys, securities, receipts and disbursements of the Corporation. (b) To cause the moneys and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such other depositaries as shall be selected in accordance with Section 5.3 of these Bylaws. -11- (c) To cause the moneys of the Corporation to be disbursed by checks or drafts (signed as provided in Section 5.4 of these Bylaws) upon the authorized depositaries of the Corporation and cause to be taken and preserved proper vouchers for all moneys disbursed. (d) To render to the Board of Directors or the chief executive officer whenever requested, a statement of the financial condition of the Corporation and of all the financial transactions of the Corporation. (e) To be empowered from time to time to require from all officers or agents of the Corporation reports or statements giving such information as the Treasurer may desire with respect to any and all financial transactions of the Corporation. (f) To perform all duties incident to the office of Treasurer, and such other duties as from time to time may be assigned to the Treasurer by the Board of Directors, the chief executive officer or the President. Section 4.10 Surety Bonds. In case the Board of Directors shall so require, any officer or agent of the Corporation shall execute to the Corporation a bond in such sum with such surety or sureties as the Board may direct, conditional upon the faithful performance of such persons' duties to the Corporation, including responsibility for negligence and for the accounting for all property, moneys or securities of the Corporation which may be in such person's possession, custody or control. The chief executive officer may require a similar bond with respect to officers or agents appointed by the chief executive officer. SECTION 5 EXECUTION OF INSTRUMENTS, BORROWING OF MONEY AND DEPOSIT OF CORPORATE FUNDS Section 5.1 Execution of Instruments. Except as may otherwise be provided in a resolution adopted by the Board of Directors, the Chairman of the Board, the President, or any Vice President may enter into any contract or execute and deliver any instrument and affix the corporate seal in the name and on behalf of the Corporation. Any Vice President designated by a number or a word or words added before or after the title Vice President to indicate rank or responsibilities, but not an Assistant Vice President, shall be a Vice President for the purposes of this Section. The Board may authorize any other officer, employee or agent to enter into any contract or execute and deliver any instrument and affix the corporate seal in the name and on behalf of the Corporation. Any such authorization may be general or limited to specific contracts or instruments. -12- Section 5.2 Loans. No loan or advance shall be contracted on behalf of the Corporation, and no note, bond or other evidence of indebtedness shall be executed or delivered in its name, except as may be authorized by the Board of Directors. Any such authorization may be general or limited to specific loans or advances, or notes, bonds or other evidences of indebtedness. Any officer or agent of the Corporation so authorized may effect loans and advances on behalf of the Corporation, and in return for any such loans or advances may execute and deliver notes, bonds or other evidences of indebtedness of the Corporation. Section 5.3 Deposits. Any funds of the Corporation may be deposited from time to time in such banks, trust companies or other depositaries as may be determined by the Board of Directors, or by such officers, or agents as may be authorized by the Board to make such determination. Section 5.4 Checks, Drafts, Etc. All notes, drafts, bills of exchange, acceptances, checks, endorsements and other evidences of indebtedness of the Corporation, and its orders for the payment of money, shall be signed by such officer or officers, or such agent or agents of the Corporation, and in such manner, as the Board of Directors or an officer designated by the Board of Directors from time to time may determine. Section 5.5 Sale, Transfer, Etc., of Securities. To the extent authorized by the Board of Directors, the Chairman of the Board, the President, any Vice President, the Secretary or the Treasurer may sell, transfer, endorse, and assign any shares of stock, bonds or other securities owned by or held in the name of the Corporation, and may make, execute and deliver in the name of the Corporation, under its corporate seal, any instruments that may be appropriate to effect any such sale, transfer, endorsement or assignment. The Board may authorize any one or more other officers, employees or agents to have similar authority. Section 5.6 Voting as Securityholder. The Chairman of the Board, the President and such other person or persons as the Board of Directors may from time to time authorize, shall each have full power and authority on behalf of the Corporation, to attend any meeting of securityholders of any corporation in which the Corporation may hold securities, and to act, vote (or execute proxies to vote) and exercise in person or by proxy all other rights, powers and privileges incident to the ownership of such securities, and to execute any instrument expressing consent to or dissent from any action of any such corporation without a meeting, subject to such restrictions or limitations as the Board of Directors may from time to time impose. -13- Section 5.7 Facsimile Signatures. The Board of Directors may authorize the use of a facsimile signature or signatures on any instrument. If any officer whose facsimile signature has been placed upon any form of instrument shall have ceased to be such officer before such instrument is issued, such instrument may be issued with the same effect as if such person had been such officer at the time of its issue. SECTION 6 CAPITAL STOCK Section 6.1 Certificates of Stock. Every stockholder shall be entitled to have a certificate signed by, or in the name of, the Corporation by the Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, certifying the number of shares owned by such stockholder in the Corporation. Such certificate shall be in such form as the Board of Directors may determine to the extent consistent with applicable provisions of law, the Certificate of Incorporation and these Bylaws. Section 6.2 Lost, Stolen or Destroyed Certificates. The Board of Directors may direct that a new certificate be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon delivery to the Board of an affidavit of the owner or owners of such certificate, setting forth such allegation. The Board may require the owner of such lost, stolen or destroyed certificate, or such person's legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate. Section 6.3 Transfers of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books. Subject to the provisions of Delaware law, the Certificate of Incorporation and these Bylaws, the Board of Directors may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, transfer and registration of shares of the Corporation. Section 6.4 Registered Stockholders. Prior to due surrender of a certificate for registration of transfer, the Corporation may treat the registered owner as the person exclusively entitled to receive dividends and other distributions, to vote, to receive notice and otherwise to -14- exercise all the rights and powers of the owner of the shares represented by such certificate, and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have the notice of such claim or interest. Section 6.5 Fixing Record Date. The Board of Directors may fix in advance a date as the record date for determining stockholders entitled: (i) to notice of or to vote at any stockholders' meeting or any adjournment thereof; (ii) to receive payment of any share dividend; or (iii) to receive payment of any distribution. The Board of Directors may in addition fix record dates with respect to any allotment of rights or conversion or exchange of any securities by their terms, or for any other proper purpose, as determined by the Board of Directors and by law. The record date shall be not more than 60 days and, in case of a meeting of stockholders, not less than 10 days prior to the date on which the particular action requiring determination of stockholders is to be taken, but such record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date is fixed for determining the stockholders entitled to notice of or to vote at a meeting of stockholders, the record date shall be the date before the day on which notice of the meeting is mailed. If no record date is fixed for the determination of stockholders entitled to a distribution, the record date shall be the date on which the Board adopted the resolution declaring the distribution. If no record date is fixed for determining stockholders entitled to a stock dividend, the record date shall be the date on which the Board of Directors authorized the dividend. SECTION 7 INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS Section 7.1 Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Director or officer, of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent which it is empowered to do so unless prohibited from doing so by the General Corporation Law of the State of Delaware, as the same exists or may be hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than -15- said law permitted the Corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys' fees actually and reasonably incurred by such person in connection with such proceeding) and such indemnification shall inure to the benefit of his heirs, executors and administrators; provided, however, that except as provided in Section 7.2 hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section 7 shall be a contract right and, subject to Sections 7.2 and 7.5 hereof, shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of Directors and officers. Section 7.2 Procedure for Indemnification of Directors and Officers. Any indemnification of a Director or officer of the Corporation under Section 7.1 hereof or advance of expenses under Section 7.5 hereof shall be made promptly, and in any event within 30 days, upon the written request of the Director or officer. If a determination by the Corporation that the Director or officer is entitled to indemnification pursuant to this Section 7 is required, and the Corporation fails to respond within 60 days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Section 7 shall be enforceable by the Director or officer in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State -16- of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. Section 7.3 Section Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 7 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Section 7.4 Insurance. The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a Director, officer, employee, or agent of the Corporation or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the Corporation would have the power to indemnify such person against such liability under this Section 7. Section 7.5 Expenses. Expenses incurred by any person described in Section 7.1 hereof in defending a proceeding shall be paid by the Corporation in advance of such proceeding's final disposition unless otherwise determined by the Board of Directors in the specific case upon receipt of an undertaking or on behalf of the Director or officer to repay such an amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. Section 7.6 Employees and Agents. Persons who are not covered by the foregoing provisions of this Section 7 and who are or were employees or agents of the Corporation, or who are or were serving at the request of the Corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the Board of Directors. Section 7.7 Contract Rights. The provisions of this Section 7 shall be deemed to be a contract right between the Corporation and each Director or officer who serves in any such capacity at any time while this Section 7 and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal -17- or modification of this Section 7 or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing. Section 7.8 Merger or Consolidation. For purposes of this Section 7, references to "the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Section 7 with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued. SECTION 8 MISCELLANEOUS PROVISIONS Section 8.1 Fiscal Year. Unless otherwise determined by the Board of Directors, the fiscal year of the Corporation shall be as set forth in Exhibit A. Section 8.2 Seal. The seal of the Corporation, if any, shall be in the form shown on Exhibit A as adopted by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced, or in any other lawful manner. Section 8.3 Books and Records. Except to the extent otherwise required by law, the books and records of the Corporation shall be kept at such place or places (within or without the State of Delaware) as may be determined from time to time by the Board of Directors. Section 8.4 Independent Public Accountant. The Board of Directors may annually appoint an independent public accountant or firm of independent public accountants to audit the books of the Corporation for each fiscal year. Section 8.5 Dividends. Dividends upon the capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums -18- as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or any other purpose. The Directors may modify or abolish any such reserve in the manner in which it was created. SECTION 9 AMENDMENTS Section 9.1 Amendments. All Bylaws of the Corporation, whether adopted by the Board of Directors or the stockholders, shall be subject to amendment or repeal, and new Bylaws may be made, by the affirmative vote or written consent of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote. All Bylaws of the Corporation, other than this Section and any other Section that provides it may be amended or repealed only by the stockholders, whether adopted by the Board of Directors or the stockholders, shall be subject to amendment or repeal and new Bylaws may be made by resolution adopted by a majority of the whole Board of Directors; provided, however, that Bylaws which by their terms are subject to amendment or repeal only by the stockholders shall prevail over new Bylaws made by the Board of Directors. Notwithstanding anything herein to the contrary, no amendment or repeal of Section 7 of these Bylaws shall affect adversely any then existing rights of any Director or officer. -19- EXHIBIT A Section 1.1 Date and time of annual shareholders' meeting: Second Thursday in January at 10:00 a.m. or such other time as the Board may direct. Section 2.2 Number of members of Board of Directors, unless and until changed by resolution of the Board of Directors: Three (3). Section 8.1 Fiscal year: October 31. Section 8.2 Corporate Seal: None. Date Bylaws Adopted: December 13, 1993 -20- EX-3.41 41 v92967a1exv3w41.txt EXHIBIT 3.41 EXHIBIT 3.41 CERTIFICATE OF INCORPORATION OF MIDCON CABLES CO. * * * * * A STOCK CORPORATION ARTICLE I. NAME The name of the corporation is MIDCON CABLES CO. ARTICLE II. REGISTERED OFFICE AND REGISTERED AGENT The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE III. PURPOSES The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE IV. SHARES The total number of shares of all stock which the corporation shall have authority to issue is one thousand (1,000) shares of common stock having a par value of $.001 per share, all of which shall be the same class. ARTICLE V. CUMULATIVE VOTING The right to cumulate votes in the election of directors shall not exist with respect to shares of stock of this corporation. ARTICLE VI. PREEMPTIVE RIGHTS No preemptive rights shall exist with respect to shares of stock or securities convertible into shares of stock of this corporation. ARTICLE VII. INCORPORATOR The name and mailing address of the incorporator is as follows: Name Mailing Address Sheri A. Doyle Bank of California Center Seattle, Washington 98164 ARTICLE VIII. DIRECTORS The business and affairs of the corporation shall be managed by or under the direction of the board of directors. The corporation shall have three (3) first directors, whose names and mailing addresses are as follows: Name Mailing Address Wendell P. Hurlbut 10800 N.E. 8th Street Bellevue, Washington 98004 Carroll M. Martenson 10800 N.E. 8th Street Bellevue, Washington 98004 Robert W. Stevenson 10800 N.E. 8th Street Bellevue, Washington 98004 The initial directors shall serve until the first annual meeting of stockholders and until their successors are elected and qualified. The directors need not be elected by ballot unless required by the bylaws of the corporation. ARTICLE IX. BYLAWS In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the bylaws of the corporation. ARTICLE X. AMENDMENT The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to his reservation. ARTICLE XI. DURATION The corporation is to have perpetual existence. -2- ARTICLE XII. LIMITATION OF DIRECTOR LIABILITY AND DIRECTOR AND OFFICER INDEMNIFICATION (a) Liability. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended after the effective date of this article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. (b) Indemnification. The corporation shall indemnify, in the manner and to the full extent permitted by law, any person (or the estate of any person) who was or is a party to, or is threatened to be made a party to any threatened, pending or complete action, suit or proceeding, whether or not by or in the right of the corporation, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director, officer or employee of the corporation, or is or was serving at the request of the corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise. The corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification provided herein shall include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, and, in the manner provided by law, any such expenses may be paid by the corporation in advance of the final disposition of such action, suit or proceeding. The indemnification provided herein shall not be deemed to limit the right of the corporation to indemnify any other person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the corporation may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. Any repeal or modification of the foregoing paragraphs by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. -3- I, Sheri A. Doyle, being the incorporator hereinbefore named for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly I have hereunto set my hand this 12th day of September, 1989. /s/ SHERI A. DOYLE ------------------------------ Sheri A. Doyle Incorporator -4- CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION Midcon Cables Co., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: 1. A resolution setting forth the following amendment to the corporation's Certificate of Incorporation and declaring the advisability of the amendment was duly adopted by the unanimous written consent of the corporation's Board of Directors and filed with the minutes of the Board, in accordance with the applicable provisions of Section 242 of the General Corporation Law of the state of Delaware: Article I shall be amended in its entirety to read as follows: "The name of the corporation is MC Tech Co. 2. In lieu of a meeting of the stockholders, unanimous written consent has been given for adoption of the amendment in accordance with the applicable provisions of Section 228 and Section 242 of the General Corporation Law of the state of Delaware. IN WITNESS WHEREOF, the Company has caused this certificate to be executed by its duly authorized officer. Dated: 28 Aug, 2001. MIDCON CABLES CO. /s/ ROBERT D. GEORGE -------------------------------- Robert D. George, Vice President EX-3.42 42 v92967a1exv3w42.txt EXHIBIT 3.42 EXHIBIT 3.42 BYLAWS OF MC TECH CO. . . . MC TECH CO. (FORMERLY MIDCON CABLES CO.) SEPTEMBER 15, 1989 BYLAWS AMENDMENTS
DATE OF AMENDMENT SECTION EFFECT OF AMENDMENT October 30, 1998 Article III, Section 2 The number of Directors shall be one or such other number as shall be fixed from time to time by resolution of the Board or the stockholders.
BYLAWS OF MC TECH CO. ARTICLE I - OFFICES Section 1. Registered Office. The registered office of MC TECH CO. (hereinafter called the Corporation) in the State of Delaware shall be at 1209 Orange Street, Wilmington, Delaware 19801 and the registered agent in charge thereof shall be The Corporation Trust Company. Section 2. Other Offices. The Corporation may also have an office or offices at other place or places within or without the State of Delaware as may be fixed from time to time by the Board of Directors. ARTICLE II - SHAREHOLDERS Section 1. Annual Meeting. The annual meeting of the shareholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held on such date, and at such place and hour, as shall be fixed by the Board of Directors (hereinafter called the Board) and designated in the notice or waiver of notice thereof; except that no annual meeting need be held if all actions, including the election of directors, required by the General Corporation Law of Delaware to be taken at a shareholders' annual meeting are taken by written consent in lieu of meeting pursuant to Section 4 of this Article. Section 2. Special Meetings. A special meeting of the shareholders for any purpose or purposes may be called by the Board, the President or the Secretary of the Corporation or the record holders of at least a majority of the shares of common stock of the Corporation issued and outstanding, to be held at such place, date and hour as shall be designated in the notice or waiver of notice thereof. Section 3. Notice of Meetings. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each shareholder entitled to vote at such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the records of the Corporation. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. Section 4. Shareholders' Consent in Lieu of Meeting. Any action required by the General Corporation Law of the State of Delaware to be taken at any annual or special meeting of the shareholders of the Corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the shareholders. Section 5. Quorum. A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of less than one-third of shares entitled to vote at the meeting. ARTICLE III - BOARD OF DIRECTORS Section 1. General Powers. The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation directed or required to be exercised or done by the shareholders. -2- Section 2. Number and Term of Office. The number of directors shall be one or such other number as shall be fixed by time to time by the Board. Each director shall hold office until his successor is elected and qualified, or until his earlier death or resignation or removal in the manner hereinafter provided. Section 3. Resignation. Any director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 4. Removal. Any director or the entire Board may be removed, with or without cause, at any time by vote of the holders of a majority of the shares then entitled to vote at an election of directors, or by written consent of the shareholders pursuant to Section 4 of Article II hereof. Section 5. Vacancies. If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect such new directors for the balance of a term and until their successors are elected and qualified. Section 6. Annual Meetings. As soon as practicable after each annual election of directors, the Board shall meet for the purpose of organization and the transaction of other business, unless it shall have transacted all such business by written consent pursuant to Section 11 of this Article. Section 7. Special Meetings. Special meetings of the Board of Directors may be called by one-third of the directors then in office (rounded up to the nearest whole number) or by the President and shall be held at such place, on such date, and at such time as they or he shall fix. Notice of the place, date and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five days before the meeting or by telegraphing the same not less than twenty-four -3- hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. Section 8. Notice/Waiver of Notice. The Secretary shall give notice to each director of each meeting, including the time, place and purpose of such meeting. Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least two days before the day on which such meeting is to be held, or shall be sent to him at such place by telegraph, cable, wireless or other form of recorded communication, or be delivered personally or by telephone not later than the day before the day on which such meeting is to be held, but notice need not be given to any director who shall attend such meeting. A written waiver of notice, signed by the person entitled thereto, whether before or after the time of the meeting stated therein, shall be deemed equivalent to notice. Section 9. Place of Meeting. The Board may hold its meetings at such place or places, either within or without the State of Delaware, as the Board may from time to time determine, or as shall be designated in the respective notices or waivers of notice thereof. Section 10. Quorum and Manner of Acting. One-third of the total number of directors then in office (but not less than two if the number of directors is greater than one) shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting. The vote of a majority of those directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board, except as otherwise expressly required by law or these Bylaws. In the absence of a quorum for any such meeting, a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present. Section 11. Directors' Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, without prior notice and without a vote, if a consent thereto in writing, setting forth the action so taken, shall be signed by all the directors and such consent is filed with the minutes of the proceedings of the Board. -4- Section 12. Action by Means of Conference Telephone or Similar Communications Equipment. Any one or more members of the Board, or of any committee designated by the Board, may participate in a meeting of the Board or any such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. ARTICLE IV - OFFICERS Section 1. Generally. The officers of the Corporation shall consist of a President, one or more Vice-Presidents, a Secretary and Treasurer. The Board may also designate such other officers, assistant officers and agents as it may, from time to time, deem necessary and desirable. Any two or more offices may be held by the same person. Section 2. Authority and Duties. All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws or, to the extent not so provided, as may be delegated by the Board. Section 3. Term of Office. All officers shall be elected or appointed by the Board and shall hold office for such term as may be prescribed by the Board. Each officer shall hold office until his successor has been elected or appointed and qualified or his earlier death or resignation or removal in the manner hereinafter provided. The Board may require any officer to give security by bond or otherwise for the faithful performance of his duties. Section 4. Resignation. Any officer may resign at any time by giving written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time when it shall become effective is not specified therein, at the time it is accepted by action of the Board. Except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective. -5- Section 5. Removal. All officers and agents elected or appointed by the Board shall be subject to removal at any time by the Board or by the shareholders of the Corporation with or without cause. Section 6. Vacancies. If the office of President, Secretary or Treasurer becomes vacant for any reason, the Board shall fill such vacancy, and if any other office becomes vacant, the Board may fill such vacancy. Any officer so appointed or elected by the Board shall serve only until such time as the unexpired term of his predecessor shall have expired unless reelected or reappointed by the Board. Section 7. President. The President shall be the principal operating and administrative officer of the corporation. He shall have general control and management of the business affairs and policies of the corporation and shall be generally responsible for the proper conduct of the business of the corporation. He shall possess power to sign all certificates, contracts and other instruments of the corporation. He shall preside at all meetings of the shareholders and of the Board. In general, he shall perform all such other duties as are incident to the office of President or are from time to time assigned to him by the Board. Section 8. Vice-President. The Vice-President, or if there be more than one, the Vice-Presidents, in the order as determined by the Board, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall generally assist the President and perform such other duties as the Board shall prescribe. Section 9. Secretary. The Secretary shall, to the extent practicable, attend all meetings of the Board and all meetings of the shareholders and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for any standing committees (if any) when required. He shall give, or cause to be given, notice of all meetings of the shareholders and of the Board, and shall perform such other duties as may be prescribed by the Board, under whose supervision he shall act. He shall keep in safe custody the seal of the Corporation and affix the same to any duly authorized instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer or an Assistant Treasurer. He -6- shall keep in safe custody the certificate books and stockholder records and such other books and records as the Board may direct and shall perform all other duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board. Section 10. Treasurer. The Treasurer shall have the care and custody of the corporate funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all money and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation, and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board. ARTICLE V - SHARES Section 1. Certificates for Shares. Each shareholder shall be entitled to a certificate signed by, or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or a Vice-President, and by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him. Any or all of the signatures on the certificate may be facsimile. Certificates shall be issued in consecutive order and shall be numbered in order of their issue. Section 2. Record. A record (herein called the stock record) in one or more counterparts shall be kept of the name of the person, firm or corporation owning the shares represented by each certificate for stock of the Corporation issued, the number of shares represented by each such certificate, the date thereof and, in the case of cancellation, the date of cancellation. Except as otherwise expressly required by law, the person in whose name shares of stock stand on the stock record of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. -7- Section 3. Transfer and Registration of Stock. The transfer of stock and certificates of stock which represent the stock of the Corporation shall be governed by Article 8 of Subtitle 1 of Title 6 of the Delaware Code (the Uniform Commercial Code), as amended from time to time. Transfers of shares of the Corporation shall be made only upon the books of the Corporation upon request of the registered holder thereof, or of his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and upon the surrender of the certificate or certificates for such shares properly endorsed or accompanied by a stock power duly executed. Section 4. Record Date. In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty or less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of shareholders entitled to notice of or to vote at a meeting of the shareholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. Section 5. Lost, Stolen or Destroyed Certificates. In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity. Section 6. Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board may establish. -8- VI - MISCELLANEOUS Section 1. Notices. Except as otherwise specifically provided herein or required by law, all notices required to be given to any shareholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by prepaid telegram or mailgram. Any such notice shall be addressed to such shareholder, director, officer, employee or agent at his last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails or by telegram or mailgram, shall be the time of the giving of the notice. Section 2. Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board or a committee thereof. Section 3. Corporate Seal. The Board may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer. Section 4. Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board, and each officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation, including reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care. Section 5. Fiscal Year. The fiscal year of the Corporation shall be as fixed by the Board. -9- Section 6. Time Periods. In applying any provision of these Bylaws which requires that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included. Section 7. Proxies. The Board shall designate officers of the Corporation who shall have authority from time to time to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation, and to vote or consent in respect of such stock or securities. Such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights, and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise its said powers and rights. ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 1. Indemnification of Officers and Directors. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or an officer of the Corporation, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the fullest extent and in the manner set forth in and permitted by the General Corporation Law, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled apart from the foregoing provisions. The foregoing provisions of this Section 1 shall be deemed to be a contract between the Corporation and each director and officer who serves in such capacity at any time while this Article VII and the relevant provisions of the General Corporation Law and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or pro- -10- ceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. Section 2. Indemnification of other Persons. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the extent and in the manner set forth in and permitted by the General Corporation Law, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which any such person may be entitled apart from the foregoing provisions. Section 3. Insurance. The Corporation shall have power to maintain insurance, at its expense, to protect itself and any such director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article VII of these Bylaws or the Delaware General Corporation Law or any other provision of law. ARTICLE VIII - AMENDMENTS These Bylaws may be amended or repealed by the Board at any meeting or by the shareholders at any meeting. Adopted by resolution of the corporation's Board of Directors on September 15, 1989. /s/ R. W. STEVENSON ---------------------- Secretary -11- EX-3.43 43 v92967a1exv3w43.txt EXHIBIT 3.43 EXHIBIT 3.43 CERTIFICATE OF INCORPORATION OF MEMTRON PURCHASE CO. ARTICLE 1. NAME The name of this corporation is Memtron Purchase Co. ARTICLE 2. REGISTERED OFFICE AND AGENT The address of the initial registered office of this corporation is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, State of Delaware 19801, and the name of its initial registered agent at such address is The Corporation Trust Company. ARTICLE 3. PURPOSES The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE 4. SHARES The total authorized stock of the corporation shall consist of 1,000 shares of common stock having a par value of $.001 per share. ARTICLE 5. INCORPORATOR The name and mailing address of the incorporator are as follows: Andrew Bor 1201 Third Avenue, 40th Floor Seattle, WA 98101-3099 -1- ARTICLE 6. DIRECTORS The powers of the incorporator shall terminate upon the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware. The names and mailing addresses of the persons who are to serve as Directors until the first annual meeting of stockholders or until their successors are elected and qualify are: Alan D. Cornell 10800 N.E. 8th Street, Ste. 600 Bellevue, WA 98004 Robert W. Stevenson 10800 N.E. 8th Street, Ste. 600 Bellevue, WA 98004 Larry A. Kring 10800 N.E. 8th Street, Ste. 600 Bellevue, WA 98004 ARTICLE 7. BYLAWS The Board of Directors shall have the power to adopt, amend or repeal the Bylaws for this corporation, subject to the power of the stockholders to amend or repeal such Bylaws. The stockholders shall also have the power to adopt, amend or repeal the Bylaws for this corporation. ARTICLE 8. ELECTION OF DIRECTORS Written ballots are not required in the election of Directors. ARTICLE 9. NO PREEMPTIVE RIGHTS Preemptive rights shall not exist with respect to shares of stock or securities convertible into shares of stock of this corporation. ARTICLE 10. NO CUMULATIVE VOTING The right to cumulate votes in the election of Directors shall not exist with respect to shares of stock of this corporation. ARTICLE 11. AMENDMENTS TO CERTIFICATE OF INCORPORATION This corporation reserves the right to amend or repeal any of the provisions contained in this Certificate of Incorporation in any manner now or hereafter -2- permitted by law, and the rights of the stockholders of this corporation are granted subject to this reservation. ARTICLE 12. LIMITATION OF DIRECTOR LIABILITY To the full extent that the Delaware General Corporation Law, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors, a director of this corporation shall not be liable to this corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment to or repeal of this Article 12 shall not adversely affect any right or protection of a director of this corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. ARTICLE 13. ACTION BY STOCKHOLDERS WITHOUT A MEETING Any action which could be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a written consent setting forth the action taken is signed by all of the stockholders entitled to vote with respect to the subject matter thereof. I, Andrew Bor, being the incorporator hereinbefore named for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly I have hereunto set my hand this 17th day of April, 1998. /s/ Andrew Bor --------------------------------- Andrew Bor, Incorporator -3- CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION Memtron Purchase Co., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that: 1. A resolution setting forth the following amendment to the corporation's Certificate of Incorporation and declaring the advisability of such amendment was duly adopted by the corporation's Board of Directors by the unanimous written consent of its members, filed with the minutes of the Board, in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware: Article 1 of the Certificate of Incorporation of this corporation is hereby amended in its entirety to read as follows: "The name of this corporation is Memtron Technologies Co." 2. In lieu of a meeting of the stockholders, unanimous written consent has been given for the adoption of said amendment in accordance with the applicable provisions of Section 228 and Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, Memtron Purchase Co. has caused this Certificate to be signed by its duly authorized officer this 20th day of May, 1998. MEMTRON PURCHASE CO. By /s/ Alan D. Cornell ---------------------------- Alan D. Cornell, President -4- EX-3.44 44 v92967a1exv3w44.txt EXHIBIT 3.44 EXHIBIT 3.44 BYLAWS OF MEMTRON TECHNOLOGIES CO. Originally adopted on April 30, 1998. Amendments are listed on p. i MEMTRON TECHNOLOGIES CO. AMENDMENTS
Section Effect of Amendment Date of Amendment ------- ------------------- -----------------
-i- CONTENTS SECTION 1. OFFICES ............................................................................. 1 SECTION 2. STOCKHOLDERS ........................................................................ 1 2.1 Annual Meeting ...................................................................... 1 2.2 Special Meetings .................................................................... 1 2.3 Place of Meeting .................................................................... 1 2.4 Notice of Meeting ................................................................... 2 2.5 Waiver of Notice .................................................................... 2 2.5.1 Waiver in Writing ............................................................. 2 2.5.2 Waiver by Attendance .......................................................... 2 2.6 Fixing of Record Date for Determining Stockholders .................................. 3 2.6.1 Meetings ..................................................................... 3 2.6.2 Consent to Corporate Action Without a Meeting ................................. 3 2.6.3 Dividends, Distributions and Other Rights ..................................... 4 2.7 Voting List ......................................................................... 4 2.8 Quorum .............................................................................. 4 2.9 Manner of Acting .................................................................... 5 2.10 Proxies ............................................................................ 5 2.10.1 Appointment .................................................................. 5 2.10.2 Delivery to Corporation; Duration ............................................ 5 2.11 Voting of Shares .................................................................... 6 2.12 Voting for Directors ................................................................ 6 2.13 Action by Stockholders Without a Meeting ............................................ 6 SECTION 3. BOARD OF DIRECTORS .................................................................. 7 3.1 General Powers ...................................................................... 7 3.2 Number and Tenure ................................................................... 7 3.3 Annual and Regular Meetings ......................................................... 7 3.4 Special Meetings .................................................................... 7 3.5 Meetings by Telephone ............................................................... 7 3.6 Notice of Special Meetings .......................................................... 8 3.6.1 Personal Delivery ............................................................. 8 3.6.2 Delivery by Mail .............................................................. 8 3.6.3 Delivery by Private Carrier ................................................... 8 3.6.4 Facsimile Notice .............................................................. 8 3.6.5 Delivery by Telegraph ......................................................... 8 3.6.6 Oral Notice ................................................................... 9 3.7 Waiver of Notice .................................................................... 9 3.7.1 In Writing .................................................................... 9

-ii- 3.7.2 By Attendance ................................................................. 9 3.8 Quorum ............................................................................ 9 3.9 Manner of Acting .................................................................... 9 3.10 Presumption of Assent ............................................................... 10 3.11 Action by Board or Committees Without a Meeting ..................................... 10 3.12 Resignation ......................................................................... 10 3.13 Removal ............................................................................ 10 3.14 Vacancies ........................................................................... 10 3.15 Committees .......................................................................... 11 3.15.1 Creation and Authority of Committees ......................................... 11 3.15.2 Minutes of Meetings .......................................................... 11 3.15.3 Quorum and Manner of Acting .................................................. 11 3.15.4 Resignation .................................................................. 12 3.15.5 Removal .................................................................... 12 3.16 Compensation ........................................................................ 12 SECTION 4. OFFICERS ............................................................................ 12 4.1 Number ............................................................................ 12 4.2 Election and Term of Office ......................................................... 13 4.3 Resignation ......................................................................... 13 4.4 Removal ............................................................................ 13 4.5 Vacancies ........................................................................... 13 4.6 Chairman of the Board ............................................................... 13 4.7 President ........................................................................... 14 4.8 Vice President ...................................................................... 14 4.9 Secretary ........................................................................... 14 4.10 Treasurer ........................................................................... 14 4.11 Salaries ............................................................................ 15 SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS ............................................... 15 5.1 Contracts ........................................................................... 15 5.2 Loans to the Corporation ............................................................ 15 5.3 Checks, Drafts, Etc. ................................................................ 15 5.4 Deposits ............................................................................ 15 SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER .......................................... 16 6.1 Issuance of Shares .................................................................. 16 6.2 Certificates for Shares ............................................................. 16 6.3 Stock Records ....................................................................... 16 6.4 Restriction on Transfer ............................................................. 16 6.5 Transfer of Shares .................................................................. 17

-iii- 6.6 Lost or Destroyed Certificates ...................................................... 17 6.7 Shares of Another Corporation ....................................................... 17 SECTION 7. BOOKS AND RECORDS ................................................................... 18 SECTION 8. ACCOUNTING YEAR ..................................................................... 18 SECTION 9. SEAL ................................................................................ 18 SECTION 10. INDEMNIFICATION ..................................................................... 18 10.1 Right to Indemnification ............................................................ 18 10.2 Right of Indemnitee to Bring Suit ................................................... 19 10.3 Nonexclusivity of Rights ............................................................ 20 10.4 Insurance, Contracts and Funding .................................................... 20 10.5 Indemnification of Employees and Agents of the Corporation .......................... 20 10.6 Persons Serving Other Entities ...................................................... 20 SECTION 11. AMENDMENTS OR REPEAL ................................................................ 21

-iv- BYLAWS OF MEMTRON TECHNOLOGIES CO. SECTION 1. OFFICES The principal office of the corporation shall be located at its principal place of business or such other place as the Board of Directors (the "Board") may designate. The corporation may have such other offices, either within or without the State of Delaware, as the Board may designate or as the business of the corporation may require from time to time. SECTION 2. STOCKHOLDERS 2.1 ANNUAL MEETING The annual meeting of the stockholders shall be held the fifteenth day of March in each year at the principal office of the corporation or such other place designated by the Board for the purpose of electing Directors and transacting such other business as may properly come before the meeting. If the day fixed for the annual meeting is a legal holiday at the place of the meeting, the meeting shall be held on the next succeeding business day. If the annual meeting is not held on the date designated therefor, the Board shall cause the meeting to be held on such other date as may be convenient. 2.2 SPECIAL MEETINGS The Chairman of the Board, the President or the Board may call special meetings of the stockholders for any purpose. Holders of not less than one-tenth of all the outstanding shares of the corporation entitled to vote at the meeting may call special meetings of the stockholders for any purpose by giving notice to the corporation as specified in subsection 2.4 hereof. 2.3 PLACE OF MEETING All meetings shall be held at the principal office of the corporation or at such other place within or without the State of Delaware designated by the Board, by any persons entitled to call a meeting hereunder or in a waiver of notice signed by all the stockholders entitled to notice of the meeting. 2.4 NOTICE OF MEETING The Chairman of the Board, the President, the Secretary, the Board, or stockholders calling an annual or special meeting of stockholders as provided for herein, shall cause to be delivered to each stockholder entitled to notice of or to vote at the meeting either personally or by mail, not less than 10 nor more than 60 days before the meeting, written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Upon written request by the holders of not less than the number of outstanding shares of the corporation specified in subsection 2.2 hereof and entitled to vote at the meeting, the stockholders may request that the corporation call a special meeting of stockholders. Within 60 days of such a request, it shall be the duty of the Secretary to give notice of a special meeting of stockholders to be held on such date and at such place and hour as the Secretary may fix, and if the Secretary shall neglect or refuse to issue such notice, the person making the request may do so and may fix the date for such meeting. If such notice is mailed, it shall be deemed delivered when deposited in the official government mail properly addressed to the stockholder at such stockholder's address as it appears on the stock transfer books of the corporation with postage prepaid. If the notice is telegraphed, it shall be deemed delivered when the content of the telegram is delivered to the telegraph company. Notice given in any other manner shall be deemed delivered when dispatched to the stockholder's address, telephone number or other number appearing on the stock transfer records of the corporation. 2.5 WAIVER OF NOTICE 2.5.1 WAIVER IN WRITING Whenever any notice is required to be given to any stockholder under the provisions of these Bylaws, the Certificate of Incorporation or the General Corporation Law of the State of Delaware, as now or hereafter amended (the "DGCL"), a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 2.5.2 WAIVER BY ATTENDANCE The attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when a stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. -2- 2.6 FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS 2.6.1 MEETINGS For the purpose of determining stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall be not more than 60 (or the maximum number permitted by applicable law) nor less than 10 days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of and to vote at the meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. 2.6.2 CONSENT TO CORPORATE ACTION WITHOUT A MEETING For the purpose of determining stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than 10 (or the maximum number permitted by applicable law) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by Chapter 1 of the DGCL, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required by Chapter 1 of the DGCL, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action. -3- 2.6.3 DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS For the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 (or the maximum number permitted by applicable law) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. 2.7 VOTING LIST At least 10 days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, shall be made, arranged in alphabetical order, with the address of and number of shares held by each stockholder. This list shall be open to examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. This list shall also be produced and kept at such meeting for inspection by any stockholder who is present. 2.8 QUORUM A majority of the outstanding shares of the corporation entitled to vote, present in person or represented by proxy at the meeting, shall constitute a quorum at a meeting of the stockholders; provided, that where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy at the meeting, shall constitute a quorum entitled to take action with respect to that vote on that matter. If less than a majority of the outstanding shares entitled to vote are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. If a quorum is present or represented at a reconvened meeting following such an adjournment, any business may be transacted that might have been transacted at the meeting as originally called. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. -4- 2.9 MANNER OF ACTING In all matters other than the election of Directors, if a quorum is present, the affirmative vote of the majority of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number is required by these Bylaws, the Certificate of Incorporation or the DGCL. Where a separate vote by a class or classes is required, if a quorum of such class or classes is present, the affirmative vote of the majority of outstanding shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class or classes. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of Directors. 2.10 PROXIES 2.10.1 APPOINTMENT Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. Such authorization may be accomplished by (a) the stockholder or such stockholder's authorized officer, director, employee or agent executing a writing or causing his or her signature to be affixed to such writing by any reasonable means, including facsimile signature, or (b) transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the intended holder of the proxy or to a proxy solicitation firm, proxy support service or similar agent duly authorized by the intended proxy holder to receive such transmission; provided, that any such telegram, cablegram or other electronic transmission must either set forth or be accompanied by information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission by which a stockholder has authorized another person to act as proxy for such stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. 2.10.2 DELIVERY TO CORPORATION; DURATION A proxy shall be filed with the Secretary before or at the time of the meeting or the delivery to the corporation of the consent to corporate action in writing. A proxy -5- shall become invalid three years after the date of its execution unless otherwise provided in the proxy. A proxy with respect to a specified meeting shall entitle the holder thereof to vote at any reconvened meeting following adjournment of such meeting but shall not be valid after the final adjournment thereof. 2.11 VOTING OF SHARES Each outstanding share entitled to vote with respect to the subject matter of an issue submitted to a meeting of stockholders shall be entitled to one vote upon each such issue. 2.12 VOTING FOR DIRECTORS Each stockholder entitled to vote at an election of Directors may vote, in person or by proxy, the number of shares owned by such stockholder for as many persons as there are Directors to be elected and for whose election such stockholder has a right to vote. 2.13 ACTION BY STOCKHOLDERS WITHOUT A MEETING Any action which could be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall (a) be signed by all stockholders entitled to vote with respect to the subject matter thereof (as determined in accordance with subsection 2.6.2 hereof) and (b) be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the records of proceedings of meetings of stockholders. Delivery made to the corporation's registered office shall be by hand or by certified mail or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless written consents signed by all stockholders entitled to vote with respect to the subject matter thereof are delivered to the corporation, in the manner required by this Section 2, within 60 (or the maximum number permitted by applicable law) days of the earliest dated consent delivered to the corporation in the manner required by this Section 2. The validity of any consent executed by a proxy for a stockholder pursuant to a telegram, cablegram or other means of electronic transmission transmitted to such proxy holder by or upon the authorization of the stockholder shall be determined by or at the direction of the Secretary. A written record of the information upon which the person making such determination relied shall be made and kept in the records of the proceedings of the -6- stockholders. Any such consent shall be inserted in the minute book as if it were the minutes of a meeting of the stockholders. SECTION 3. BOARD OF DIRECTORS 3.1 GENERAL POWERS The business and affairs of the corporation shall be managed by the Board. 3.2 NUMBER AND TENURE The Board shall be composed of not less than one nor more than ten Directors, the specific number to be set by resolution of the Board or the stockholders. The number of Directors may be changed from time to time by amendment to these Bylaws, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Unless a Director resigns or is removed, he or she shall hold office until the next annual meeting of stockholders or until his or her successor is elected, whichever is later. Directors need not be stockholders of the corporation or residents of the State of Delaware. 3.3 ANNUAL AND REGULAR MEETINGS An annual Board meeting shall be held without notice immediately after and at the same place as the annual meeting of stockholders. By resolution, the Board or any committee designated by the Board may specify the time and place either within or without the State of Delaware for holding regular meetings thereof without other notice than such resolution. 3.4 SPECIAL MEETINGS Special meetings of the Board or any committee appointed by the Board may be called by or at the request of the Chairman of the Board, the President, the Secretary or, in the case of special Board meetings, any one Director and, in the case of any special meeting of any committee appointed by the Board, by the Chairman thereof. The person or persons authorized to call special meetings may fix any place either within or without the State of Delaware as the place for holding any special meeting called by them. 3.5 MEETINGS BY TELEPHONE Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in -7- the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting. 3.6 NOTICE OF SPECIAL MEETINGS Notice of a special Board or committee meeting stating the place, day and hour of the meeting shall be given to a Director in writing or orally by telephone or in person. Neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice of such meeting. 3.6.1 PERSONAL DELIVERY If notice is given by personal delivery, the notice shall be effective if delivered to a Director at least two days before the meeting. 3.6.2 DELIVERY BY MAIL If notice is delivered by mail, the notice shall be deemed effective if deposited in the official government mail properly addressed to a Director at his or her address shown on the records of the corporation with postage prepaid at least five days before the meeting. 3.6.3 DELIVERY BY PRIVATE CARRIER If notice is given by private carrier, the notice shall be deemed effective when dispatched to a Director at his or her address shown on the records of the corporation at least three days before the meeting. 3.6.4 FACSIMILE NOTICE If notice is delivered by wire or wireless equipment that transmits a facsimile of the notice, the notice shall be deemed effective when dispatched at least two days before the meeting to a Director at his or her telephone number or other number appearing on the records of the corporation. 3.6.5 DELIVERY BY TELEGRAPH If notice is delivered by telegraph, the notice shall be deemed effective if the content thereof is delivered to the telegraph company at least two days before the meeting for delivery to a Director at his or her address shown on the records of the corporation. -8- 3.6.6 ORAL NOTICE If notice is delivered orally, by telephone or in person, the notice shall be deemed effective if personally given to the Director at least two days before the meeting. 3.7 WAIVER OF NOTICE 3.7.1 IN WRITING Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Certificate of Incorporation or the DGCL, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board or any committee appointed by the Board need be specified in the waiver of notice of such meeting. 3.7.2 BY ATTENDANCE The attendance of a Director at a Board or committee meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. 3.8 QUORUM A majority of the total number of Directors fixed by or in the manner provided in these Bylaws or, if vacancies exist on the Board, a majority of the total number of Directors then serving on the Board, provided, however, that such number may be not less than one-third of the total number of Directors fixed by or in the manner provided in these Bylaws, shall constitute a quorum for the transaction of business at any Board meeting. If less than a majority are present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. 3.9 MANNER OF ACTING The act of the majority of the Directors present at a Board or committee meeting at which there is a quorum shall be the act of the Board or committee, unless the vote of a greater number is required by these Bylaws, the Certificate of Incorporation or the DGCL. -9- 3.10 PRESUMPTION OF ASSENT A Director of the corporation present at a Board or committee meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting, or unless such Director files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or forwards such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. A Director who voted in favor of such action may not dissent. 3.11 ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING Any action that could be taken at a meeting of the Board or of any committee appointed by the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the Directors or by each committee member. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board or a committee meeting. 3.12 RESIGNATION Any Director may resign at any time by delivering written notice to the Chairman of the Board, the President, the Secretary or the Board, or to the registered office of the corporation. Any such resignation shall take effect at the time specified therein or, if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 3.13 REMOVAL At a meeting of stockholders called expressly for that purpose, one or more members of the Board (including the entire Board) may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote on the election of Directors. 3.14 VACANCIES Any vacancy occurring on the Board may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board. -10- 3.15 COMMITTEES 3.15.1 CREATION AND AUTHORITY OF COMMITTEES The Board may, by resolution passed by a majority of the number of Directors fixed by or in the manner provided in these Bylaws, appoint standing or temporary committees, each committee to consist of one or more Directors of the corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board establishing such committee or as otherwise provided in these Bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that require it; but no such committee shall have the power or authority in reference to (a) amending the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board as provided in Section 151(a) of the DGCL, fix the designations, preferences or rights of such shares to the extent permitted under Section 141 of the DGCL), (b) adopting an agreement of merger or consolidation under Section 251 or 252 of the DGCL, (c) recommending to the stockholders the sale, lease or exchange or other disposition of all or substantially all the property and assets of the corporation, (d) recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or (e) amending these Bylaws; and, unless expressly provided by resolution of the Board, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the DGCL. 3.15.2 MINUTES OF MEETINGS All committees so appointed shall keep regular minutes of their meetings and shall cause them to be recorded in books kept for that purpose. 3.15.3 QUORUM AND MANNER OF ACTING A majority of the number of Directors composing any committee of the Board, as established and fixed by resolution of the Board, shall constitute a quorum for the transaction of business at any meeting of such committee but, if less than a majority -11- are present at a meeting, a majority of such Directors present may adjourn the meeting from time to time without further notice. The act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of such committee. 3.15.4 RESIGNATION Any member of any committee may resign at any time by delivering written notice to the Chairman of the Board, the President, the Secretary, the Board or the Chairman of such committee. Any such resignation shall take effect at the time specified therein or, if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 3.15.5 REMOVAL The Board may remove from office any member of any committee elected or appointed by it, but only by the affirmative vote of not less than a majority of the number of Directors fixed by or in the manner provided in these Bylaws. 3.16 COMPENSATION By Board resolution, Directors and committee members may be paid their expenses, if any, of attendance at each Board or committee meeting, a fixed sum for attendance at each Board or committee meeting or a stated salary as Director or a committee member, or a combination of the foregoing. No such payment shall preclude any Director or committee member from serving the corporation in any other capacity and receiving compensation therefor. SECTION 4. OFFICERS 4.1 NUMBER The officers of the corporation shall be a President, a Secretary and a Treasurer, each of whom shall be elected by the Board. One or more Vice Presidents and such other officers and assistant officers, including a Chairman of the Board, may be elected or appointed by the Board, such officers and assistant officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any officer may be assigned by the Board any additional title that the Board deems appropriate. The Board may delegate to any officer or agent the power to appoint any such subordinate officers or agents and to prescribe their respective terms of office, authority and duties. Any two or more offices may be held by the same person. -12- 4.2 ELECTION AND TERM OF OFFICE The officers of the corporation shall be elected annually by the Board at the Board meeting held after the annual meeting of the stockholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as a Board meeting conveniently may be held. Unless an officer dies, resigns or is removed from office, he or she shall hold office until the next annual meeting of the Board or until his or her successor is elected. 4.3 RESIGNATION Any officer may resign at any time by delivering written notice to the Chairman of the Board, the President, a Vice President, the Secretary or the Board. Any such resignation shall take effect at the time specified therein or, if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 4.4 REMOVAL Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 4.5 VACANCIES A vacancy in any office because of death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board for the unexpired portion of the term, or for a new term established by the Board. 4.6 CHAIRMAN OF THE BOARD If elected, the Chairman of the Board shall perform such duties as shall be assigned to him or her by the Board from time to time and shall preside over meetings of the Board and stockholders unless another officer is appointed or designated by the Board as Chairman of such meeting. 4.7 PRESIDENT The President shall be the chief executive officer of the corporation unless some other officer is so designated by the Board, shall preside over meetings of the Board and stockholders in the absence of a Chairman of the Board and, subject to the Board's control, shall supervise and control all the assets, business and affairs of the -13- corporation. The President may sign certificates for shares of the corporation, deeds, mortgages, bonds, contracts or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the corporation or are required by law to be otherwise signed or executed by some other officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as are prescribed by the Board from time to time. 4.8 VICE PRESIDENT In the event of the death of the President or his or her inability to act, the Vice President (or if there is more than one Vice President, the Vice President who was designated by the Board as the successor to the President, or if no Vice President is so designated, the Vice President first elected to such office) shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. Any Vice President may sign with the Secretary or any Assistant Secretary certificates for shares of the corporation. Vice Presidents shall have, to the extent authorized by the President or the Board, the same powers as the President to sign deeds, mortgages, bonds, contracts or other instruments. Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or the Board. 4.9 SECRETARY The Secretary shall be responsible for preparation of minutes of meetings of the Board and stockholders, maintenance of the corporation's records and stock registers, and authentication of the corporation's records and shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board. In the absence of the Secretary, an Assistant Secretary may perform the duties of the Secretary. 4.10 TREASURER If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such amount and with such surety or sureties as the Board shall determine. The Treasurer shall: have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; sign certificates for shares of the corporation; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned -14- to him or her by the President or the Board. In the absence of the Treasurer, an Assistant Treasurer may perform the duties of the Treasurer. 4.11 SALARIES The salaries of the officers shall be fixed from time to time by the Board or by any person or persons to whom the Board has delegated such authority. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the corporation. SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS 5.1 CONTRACTS The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. 5.2 LOANS TO THE CORPORATION No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances. 5.3 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, or agent or agents, of the corporation and in such manner as is from time to time determined by resolution of the Board. 5.4 DEPOSITS All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board may select. SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER 6.1 ISSUANCE OF SHARES No shares of the corporation shall be issued unless authorized by the Board, which authorization shall include the maximum number of shares to be issued and the consideration to be received for each share. -15- 6.2 CERTIFICATES FOR SHARES Certificates representing shares of the corporation shall be signed by the Chairman of the Board or a Vice Chairman of the Board, if any, or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, any of whose signatures may be a facsimile. The Board may in its discretion appoint responsible banks or trust companies from time to time to act as transfer agents and registrars of the stock of the corporation; and, when such appointments shall have been made, no stock certificate shall be valid until countersigned by one of such transfer agents and registered by one of such registrars. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person was such officer, transfer agent or registrar at the date of issue. All certificates shall include on their face written notice of any restrictions that may be imposed on the transferability of such shares and shall be consecutively numbered or otherwise identified. 6.3 STOCK RECORDS The stock transfer books shall be kept at the registered office or principal place of business of the corporation or at the office of the corporation's transfer agent or registrar. The name and address of each person to whom certificates for shares are issued, together with the class and number of shares represented by each such certificate and the date of issue thereof, shall be entered on the stock transfer books of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. 6.4 RESTRICTION ON TRANSFER Except to the extent that the corporation has obtained an opinion of counsel acceptable to the corporation that transfer restrictions are not required under applicable securities laws, or has otherwise satisfied itself that such transfer restrictions are not required, all certificates representing shares of the corporation shall bear a legend on the face of the certificate, or on the reverse of the certificate if a reference to the legend is contained on the face, that reads substantially as follows: "The securities evidenced by this certificate have not been registered under the Securities Act of 1933 or any applicable state law, and no interest therein may be sold, distributed, assigned, offered, pledged or otherwise transferred unless (a) there is an effective registration -16- statement under such Act and applicable state securities laws covering any such transaction involving said securities or (b) this corporation receives an opinion of legal counsel for the holder of these securities (concurred in by legal counsel for this corporation) stating that such transaction is exempt from registration or this corporation otherwise satisfies itself that such transaction is exempt from registration. Neither the offering of the securities nor any offering materials have been reviewed by any administrator under the Securities Act of 1933 or any applicable state law." 6.5 TRANSFER OF SHARES The transfer of shares of the corporation shall be made only on the stock transfer books of the corporation pursuant to authorization or document of transfer made by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificates for a like number of shares shall have been surrendered and cancelled. 6.6 LOST OR DESTROYED CERTIFICATES In the case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board may prescribe. 6.7 SHARES OF ANOTHER CORPORATION Shares owned by the corporation in another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the Board may determine or, in the absence of such determination, by the Chairman of the Board, the Vice Chairman of the Board, the President or any Vice President of the corporation. SECTION 7. BOOKS AND RECORDS The corporation shall keep correct and complete books and records of account, stock transfer books, minutes of the proceedings of its stockholders and Board and such other records as may be necessary or advisable. -17- SECTION 8. ACCOUNTING YEAR The accounting year of the corporation shall be the year ending October 31, provided that if a different accounting year is at any time selected for purposes of federal income taxes, the accounting year shall be the year so selected. SECTION 9. SEAL The seal of the corporation, if any, shall consist of the name of the corporation, the state of its incorporation and the year of its incorporation. SECTION 10. INDEMNIFICATION 10.1 RIGHT TO INDEMNIFICATION Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a Director or officer of the corporation or that, being or having been such a Director or officer or an employee of the corporation, he or she is or was serving at the request of the corporation as a Director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as such a Director, officer, employee or agent or in any other capacity while serving as such a Director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the full extent permitted by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than permitted prior thereto), or by other applicable law as then in effect, against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators; provided, however, that except as provided in subsection 10.2 hereof with respect to proceedings seeking to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or ratified by the Board. The right to indemnification conferred in this subsection 10.1 shall be a contract right and shall include the right to be paid by the corporation the -18- expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that if the DGCL requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a Director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this subsection 10.1 or otherwise. 10.2 RIGHT OF INDEMNITEE TO BRING SUIT If a claim under subsection 10.1 hereof is not paid in full by the corporation within 60 days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. The indemnitee shall be presumed to be entitled to indemnification under this Section 10 upon submission of a written claim (and, in an action brought to enforce a claim for an advancement of expenses, where the required undertaking, if any is required, has been tendered to the corporation), and thereafter the corporation shall have the burden of proof to overcome the presumption that the indemnitee is not so entitled. Neither the failure of the corporation (including its Board, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances nor an actual determination by the corporation (including its Board, independent legal counsel or its stockholders) that the indemnitee is not entitled to indemnification shall be a defense to the suit or create a presumption that the indemnitee is not so entitled. 10.3 NONEXCLUSIVITY OF RIGHTS The rights to indemnification and to the advancement of expenses conferred in this Section 10 shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, agreement, vote of stockholders or disinterested Directors, provisions of the Certificate of Incorporation or these Bylaws or otherwise. Notwithstanding any amendment to or repeal of this Section 10, any indemnitee shall be entitled to indemnification in accordance with the provisions hereof with respect to any acts or omissions of such indemnitee occurring prior to such amendment or repeal. -19- 10.4 INSURANCE, CONTRACTS AND FUNDING The corporation may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL. The corporation, without further stockholder approval, may enter into contracts with any Director, officer, employee or agent in furtherance of the provisions of this Section 10 and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Section 10. 10.5 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION The corporation may, by action of the Board, grant rights to indemnification and advancement of expenses to employees or agents or groups of employees or agents of the corporation with the same scope and effect as the provisions of this Section 10 with respect to the indemnification and advancement of expenses of Directors and officers of the corporation; provided, however, that an undertaking shall be made by an employee or agent only if required by the Board. 10.6 PERSONS SERVING OTHER ENTITIES Any person who is or was a Director, officer or employee of the corporation who is or was serving (a) as a Director or officer of another corporation of which a majority of the shares entitled to vote in the election of its Directors is held by the corporation or (b) in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the corporation or a wholly owned subsidiary of the corporation is a general partner or has a majority ownership shall be deemed to be so serving at the request of the corporation and entitled to indemnification and advancement of expenses under subsection 10.1 hereof. SECTION 11. AMENDMENTS OR REPEAL These Bylaws may be amended or repealed and new Bylaws may be adopted by the Board. The stockholders may also amend and repeal these Bylaws or adopt new Bylaws. All Bylaws made by the Board may be amended or repealed by the stockholders. Notwithstanding any amendment to Section 10 hereof or repeal of these Bylaws, or of any amendment or repeal of any of the procedures that may be established by the Board pursuant to Section 10 hereof, any indemnitee shall be entitled to indemnification in accordance with the provisions hereof and thereof with -20- respect to any acts or omissions of such indemnitee occurring prior to such amendment or repeal. The foregoing Bylaws were adopted by the Board of Directors on April 30, 1998. /s/ R.W. Stevenson ------------------------- R.W. Stevenson, Secretary -21- EX-3.45 45 v92967a1exv3w45.txt EXHIBIT 3.45 EXHIBIT 3.45 CERTIFICATE OF INCORPORATION OF NORWICH AERO PRODUCTS, INC. Under Section 402 of the Business Corporation Law THE UNDERSIGNED, a natural person over the age of twenty-one years, desiring to form a corporation pursuant to the New York Business Corporation Law, does hereby certify as follows: 1. The name of the corporation is NORWICH AERO PRODUCTS, INC. hereinafter sometimes called the "Corporation". 2. The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Business Corporation Law of the State of New York, provided that it is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained. Without limiting in any manner the scope and generality of the foregoing, it is hereby provided that the Corporation shall have the following purposes, objects and powers: (a) To develop, test, manufacture, assemble, produce, import, lease from others, purchase or otherwise acquire, use, operate, repair, alter, service, exhibit and demonstrate, export, lease to others, sell or otherwise dispose of, and generally deal in and with all manner of military and civil aircraft engines, and their parts, fittings, furnishings, instruments, accessories, appurtenances of every kind and description, and all parts or components of the foregoing, and all supplies and things in any way relating to or used in connection with the foregoing. (b) To buy, acquire, hold, own, maintain, improve, develop, sell, convey, lease, mortgage, exchange and otherwise deal in and dispose of real estate and real property of all kinds, improved and unimproved, or any interest and rights therein. (c) To conduct a general merchandising and trading business, and for the accomplishment thereof to manufacture, buy or otherwise acquire, hold, sell or otherwise dispose of, deal and trade in, as principal, agent or broker, goods, wares and merchandise and personal property of every kind and description, at wholesale or retail and on commission or otherwise. (d) To manufacture, purchase or otherwise acquire, own, repair, service, lease, mortgage, pledge, sell, assign and transfer, or otherwise dispose of, to invest, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description. (e) To engage in all activities, render all services and to buy, sell, use, handle, and deal in all fixtures, machinery, apparatus, equipment, accessories, tools, machinery, products and merchandise incidental or related to any of the purposes of the Corporation, or of use thereto. (f) To acquire by purchase or otherwise, hold for investment or for resale, to sell or otherwise dispose of, pledge, hypothecate, and deal in and with, as principal, agent or broker, and on commission or otherwise, stocks, bonds, notes, mortgages, trusts receipts, interim receipts, warehouse receipts, certificates of ownership, debentures, investment securities and choses in action generally; and to do any and all business necessary, suitable or incidental thereto. (g) To apply for, obtain, register, purchase, lease or otherwise acquire and to hold, use, grant licenses in respect of, or otherwise turn to account, sell, assign, pledge or otherwise dispose of, trademarks, trade names, inventions, secret processes, formulae, patented devices, letters-patent and licenses under letters-patent, copyrights and similar rights and property. (h) To purchase or otherwise acquire all or any part of the business, goodwill, rights, property and assets of all kinds and assume all or any part of the liabilities of any corporation, association, partnership or person engaged in any business included in the Corporation's purposes, or incidental thereto; and to pay for the same either in cash, stock of the Corporation, bonds or otherwise; to manage, conduct and carry on the whole or any part of the business so acquired, and to exercise all the powers necessary, incidental or impliedly conferred by law in and about the transaction and management -2- of such business. (i) To borrow money, and, from time to time, to make, accept, endorse, execute and issue bonds, debentures, promissory notes, bills of exchange and other obligations of the Corporation for moneys borrowed or in payment for property acquired or for any of the other objects, or purposes of the Corporation or its business, and to secure the payment of any such obligations by mortgage, pledge, deed, indenture, agreement or other instrument of trust, or by other lien upon, assignment of or agreement in regard to, all or any part of the property, rights or privileges of the Corporation wherever situated, whether now owned or hereafter to be acquired. (j) To make any guarantee respecting dividends, shares of stock, bonds, debentures, contracts or other obligations to the extent that such power may be exercised by corporations organized under the New York Business Corporation Law. (k) To carry out all or any part of the foregoing purposes as principal, factor, agent, contractor, or otherwise either alone or in conjunction with any person, firm, association or corporation, and in any part of the world, and in carrying on its business and for the purpose of attaining or furthering any of its objects, to make and perform such contracts of any kind and description, to do such acts and things, and to exercise any and all such powers, as a natural person could lawfully make, perform, do or exercise, provided the same be not inconsistent with the laws of the State of New York. (l) To maintain and have offices, agencies, or branches, conduct its business or any part thereof, purchase, lease or otherwise acquire, hold, mortgage, and convey real and personal property, and do all or any of the acts and things herein set forth as purposes and such other acts and things as may be requisite for the Corporation in the convenient transactions of its business, outside of the State of New York, as well as within the State, and in any or all the other states of the United States, in the District of Columbia, in any of the territories, districts, protectorates, dependencies or insular or other possessions or acquisitions of the United States, and in any or all foreign countries. (m) To do any and all things necessary, suitable, convenient or proper for, or in connection with, or incidental to, the accomplishment of any of the purposes or the attainment of any one or more of the objects herein enumerated, or designed directly or indirectly to promote the interests of the Corporation, or to enhance the value of any of its properties; and in general to do any and all things and exercise any and all powers and carry on any and all business which it may now or hereafter be lawful for the Corporation to do or to exercise or to carry on under the laws of the State of New York that may -3- now or hereafter be applicable to the Corporation. The purposes and powers specified in the clauses contained in this Article 2 shall, except when otherwise expressed in this Article 2, be in no wise limited or restricted by reference to, or inference from, the terms of any other clause of this or of any other article of this Certificate, but the purposes and powers specified in each of the clauses of this Article 2 shall be regarded as independent purposes and powers, and the specifications herein contained of particular powers of the Corporation is not intended to be, and is not, in limitation of, but is in furtherance of, the powers granted to corporations under the laws of the State of New York under and in pursuance of the provisions of which the Corporation is formed. 3. The office of the Corporation in the State of New York is to be located in the City of Norwich, County of Chenango. 4. The aggregate number of shares which the Corporation shall have the authority to issue is One Hundred Thousand (100,000) shares, par value twenty cents ($.20) per share, and all of which are to be common shares of stock of the same class. 5. The Secretary of State is designated as agent of the Corporation upon whom process against it may be served. The post office address to which the Secretary of State shall mail a copy of any process against the Corporation served upon it is: 35 West Main Street, Norwich, New York 13815. IN WITNESS WHEREOF, this certificate has been executed this 19th day of September, 1983. Name and Address Signature of of Incorporator Incorporator William G. Ballard R.D. #1, Box 62 Norwich, New York 13815 /s/ WILLIAM G. BALLARD ------------------------------ William G. Ballard -4- STATE OF NEW YORK : : ss.: COUNTY OF CHENANGO : On this 19th day of September, 1983, before me personally came WILLIAM G. BALLARD, to me known to be the same person described in and who executed the foregoing Certificate of Incorporation, and he duly acknowledged to me that he executed the same. /s/ THOMAS CARL EMERSON ---------------------------- Notary Public -5- CERTIFICATE OF INCORPORATION for NORWICH AERO PRODUCTS, INC. William G. Ballard, Incorporator LEE, LEE & EMERSON, ESQS. 35 West Main Street Norwich, New York 13815 607-334-2247 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF NORWICH AERO PRODUCTS, INC., UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW 1. The name of the corporation is Norwich Aero Products, Inc. and has not been changed. 2. Its Certificate of Incorporation was filed by the Department of State on the 21st day of September 1983. 3. The amendment effected by this certificate of amendment is as follows: Paragraph No. 4 of the original Certificate of Incorporation dealing with the number of authorized shares and generally providing for the authority to issue 100,000 shares of 20 cent par value common stock is hereby amended to increase the number of authorized shares to 5,000,000 shares of the par value of 20 cents per share and is therefore amended to read as follows: 4. The aggregate number of shares which the corporation shall have the authority to issue is 5,000,000 (5 million) shares, par value 20 cents ($.20) per share and all of which are to be common shares of stock of the same class. 5. This amendment has no effect on the number of currently issued shares, currently 47,810 shares of 20 cent par value stock, but increases the number of authorized but unissued shares from the current 52,190 by a total of 4,900,000 resulting in 4,952,190 shares of 20 cent par value stock authorized but unissued. 6. The above and foregoing amendments to the certificate of incorporation were authorized by vote of the board, followed by a vote of the holders of a majority of all outstanding shares entitled to vote at a meeting of shareholders held on the 15th day of April, 1987. /s/ WILLIAM G. BALLARD ----------------------------- WILLIAM G. BALLARD, President /s/ THOMAS C. EMERSON ----------------------------- THOMAS C. EMERSON, Secretary STATE OF NEW YORK ) ) SS.: COUNTY OF CHENANGO ) William G. Ballard, being duly sworn deposes and says that he is the President of Norwich Aero Products, Inc.; that he has read the foregoing amendment of certificate of incorporation and knows the contents thereof; that the same is true to his own knowledge, except as to the matters therein stated to be alleged on information and belief, and that as to those matters he believes it to be true. /s/ WILLIAM G. BALLARD ------------------------ WILLIAM G. BALLARD Sworn to before me this 28th day of October, 1987. /s/ EDWARD J. LEE - ------------------------ Notary Public STATE OF NEW YORK ) ) SS.: COUNTY OF CHENANGO ) Thomas C. Emerson, being duly sworn deposes and says that he is the Secretary of Norwich Aero Products, Inc.; that he has read the foregoing amendment of certificate of incorporation and knows the contents thereof; that the same is true to his own knowledge, except as to the matters therein stated to be alleged on information and belief, and that as to those matters he believes it to be true. /s/ THOMAS C. EMERSON --------------------------- THOMAS C. EMERSON Sworn to before me this 28th day of October, 1987. /s/ EDWARD J. LEE - ------------------------ Notary Public -2- CERTIFICATE OF MERGER OF ROXBORO AEROSPACE PRODUCTS, INC. INTO NORWICH AERO PRODUCTS, INC. UNDER SECTION 905 OF THE BUSINESS CORPORATION LAW Norwich Aero Products, Inc., pursuant to the provisions of Section 905 of the Business Corporation Law of the State of New York, hereby certifies as follows: 1. Roxboro Aerospace Products, Inc., a corporation of the State of New York ("Roxboro"), owns at least ninety percent of the outstanding shares of Norwich Aero Products, Inc., a corporation of the State of New York ("Norwich"). 2. As to each corporation to be merged, the designation and number of outstanding shares and the number of such shares, if any, owned by the surviving corporation are as follows:
Number of Shares Name of Corporation Designation and Number of Owned by the to be Merged Outstanding Shares Survivor - ------------------- ------------------------- ---------------- ~~Roxboro Aerospace 1 Share of Common Stock None. Products, Inc. Norwich Aero 618,932 Shares of None. Products, Inc. Common Stock~~
3. By virtue of the merger, the one Share of Common Stock of Roxboro will be converted into and become one fully paid and nonassessable Share of Common Stock of Norwich, the surviving corporation, and shall constitute the only outstanding shares of capital stock of the surviving corporation. 4. The date when the certificate of incorporation of each constituent corporation was filed by the Department of State is as follows:
NAME OF CORPORATION DATE OF INCORPORATION - -------------------------------- --------------------- ~~Roxboro Aerospace Products, Inc. 8/31/1998 Norwich Aero Products, Inc. 9/21/1983~~
5. The plan of merger was adopted by the board of directors of Roxboro, the parent corporation. 6. The proposed merger has been approved by the sole shareholder of the parent corporation in accordance with paragraph (a) of section 903 of the Business Corporation Law IN WITNESS WHEREOF, the undersigned, by its duly authorized officer, has executed this Certificate of Merger this 8th day of January, 1999. NORWICH AERO PRODUCTS, INC. BY: /s/ WILLIAM G. BALLARD --------------------------------- Name: William G. Ballard Title: President -2- EX-3.46 46 v92967a1exv3w46.txt EXHIBIT 3.46 EXHIBIT 3.46 BY-LAWS OF NORWICH AERO PRODUCTS, INC. . . . NORWICH AERO PRODUCTS, INC. SEPTEMBER 21, 1983 BY-LAWS AMENDMENTS
DATE OF AMENDMENT SECTION EFFECT OF AMENDMENT 6/11/03 Article III The Board shall be composed of not less Shareholder Action Section 2 than one nor more than five Directors with the specific number to be set by resolution of the Board or the shareholders.
BY-LAWS of NORWICH AERO PRODUCTS, INC. ARTICLE I - OFFICES The principal office of the corporation shall be in the State of New York, County of Chenango. The corporation may also have offices at such other places within or without the State of New York as the business of the corporation may require. ARTICLE II - SHAREHOLDERS 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at the principal office of the corporation or at such place as the board shall authorize. 2. ANNUAL MEETING. The annual meeting of the shareholders shall be held on the third Wednesday of April at 1:30 p.m. in each year if not a legal holiday, and, if a legal holiday, then on the next business day following, when the shareholders shall elect a board and transact such other business as may properly come before the meeting. 3. SPECIAL MEETINGS. Special meetings of the shareholders may be called by the board or by the president or the secretary at the request in writing of a majority of the board or at the request in writing by shareholders owning a majority in amount of the shares issued and outstanding. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at a special meeting shall be confined to the purposes stated in the notice. 4. FIXING RECORD DATE. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than fifty nor less than ten days before the date of such meeting, nor more than fifty days prior to any other action. If no record date is fixed it shall be determined in accordance with the provisions of law. 5. NOTICE OF MEETINGS OF SHAREHOLDERS. Written notice of each meeting of shareholders shall state the purpose or purposes for which the meeting is called, the place, date and hour of the meeting and unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice shall be given either personally or by mail to each shareholder entitled to vote at such meeting, not less than ten nor more than fifty days before the date of the meeting. If action is proposed to be taken that might entitle shareholders to payment for their shares, the notice shall include a statement of that purpose and to that effect. If mailed, the notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his address as it appears on the record of shareholders, or, if he shall have filed with the secretary a written request that notices to him be mailed to some other address, then directed to him at such other address. 6. WAIVERS. Notice of meeting need not be given to any shareholder who signs a waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him. 7. QUORUM OF SHAREHOLDERS. The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or classes, the holders of a majority of the shares of such class or classes shall constitute a quorum for the transaction of such specified item of business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders. -2- The shareholders present may adjourn the meeting despite the absence of a quorum. 8. PROXIES. Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy. Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law. 9. QUALIFICATION OF VOTERS. Every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his name on the record of shareholders. 10. VOTE OF SHAREHOLDERS. Except as otherwise required by statute: (a) directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election; (b) all other corporate action shall be authorized by a majority of the votes cast. 11. WRITTEN CONSENT OF SHAREHOLDERS. Any action that may be taken by vote may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all the outstanding shares entitled to vote thereon. ARTICLE III - DIRECTORS 1. BOARD OF DIRECTORS. Subject to any provision in the certificate of incorporation, the business of the corporation shall be managed by its board of directors, each of whom shall be at least 18 years of age and need not be shareholders. -3- 2. NUMBER OF DIRECTORS. The number of directors shall be not less than five (5) nor more than nine (9). 3. ELECTION AND TERM OF DIRECTORS. At each annual meeting of shareholders, the shareholders shall elect directors to hold office. Each director shall hold office until the expiration of the term for which he is elected and until his successor has been elected and qualified, or until his prior resignation or removal. 4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor. 5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for cause by vote of the shareholders or by action of the board. Directors may be removed without cause only by vote of the shareholders. 6. RESIGNATION. A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective. 7. QUORUM OF DIRECTORS. Unless otherwise provided in the certificate of incorporation, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business. -4- 8. ACTION OF THE BOARD. (a) Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board. Each director present shall have one vote regardless of the number of shares, if any, which he may hold. (b) Any action required or permitted to be taken by the board may be taken without a meeting if all members of the board consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the board shall be filed with the minutes of the proceedings of the board. (c) Any one or more members of the board may participate in a meeting of the board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. 9. PLACE AND TIME OF BOARD MEETINGS. The board may hold its meetings at the office of the corporation or at such other places as it may from time to time determine. 10. REGULAR ANNUAL MEETING. A regular annual meeting of the board shall be held immediately following the annual meeting of shareholders at the place of such annual meeting of shareholders. 11. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT. (a) Regular meetings of the board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon three days notice to each director, either personally or by mail or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of three directors. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him. -5- (b) A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors. (c) added June 20, 1990: Special meetings of the Board of Directors may be held by means of a telephone conference or equipment of similar communication capability by means of which all Directors participating in the meeting can hear each other. Participating in a meeting by telephone or similar communications equipment shall constitute presence in person at the special meeting, except where a Director participates in a meeting for the sole purpose of objecting to the transaction of any business on the ground that the special meeting has not be lawfully convened or called. 12. CHAIRMAN. At all meetings of the board the president, or in his absence, a chairman chosen by the board, shall preside. 13. (added 10-15-86) EXECUTIVE COMMITTEE The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee of three or more members, pursuant to the provisions of Section 712 of the Business Corporation Law. Such committee shall have authority to consider and act upon any matter of corporate business or policy which may come or be brought before it when the Board of Directors is not in session, subject to the limitations and exceptions stated in said Section 712 of the Business Corporation Law, in like manner and with like force and effect as the Board of Directors would be authorized to do. ARTICLE IV - OFFICERS 1. OFFICES, ELECTION, TERM. (a) The board may elect or appoint a president, one or more vice-presidents, a secretary and a treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided. (b) All officers shall be elected or appointed to hold office until the meeting of the board following the annual meeting of shareholders. (c) Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified. 2. REMOVAL, RESIGNATION, SALARY, ETC. (a) Any officer elected or appointed by the board may be removed by the board with or without cause. (b) In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a -6- successor to fill the unexpired term. (c) Any two or more offices may be held by the same person, except the offices of president and secretary, provided that if all the outstanding stock is owned by one person, such person may hold all or any combination of offices. 3. PRESIDENT. The president shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and of the board, he shall have the management of the -6a- business of the corporation, subject to the direction and control of the board of directors, and he shall see that all orders and resolutions of the board are carried into effect except in those instances in which that responsibility is specifically assigned to some other person. 4. VICE-PRESIDENTS. During the absence or disability of the president, or in the event of his or her refusal to act, the vice-president, or if there are more than one, the executive vice-president, shall have all the powers and functions of the president. Each vice-president shall perform such other duties as the board shall prescribe. 5. SECRETARY. The secretary shall: (a) attend all meetings of the board and of the shareholders; (b) record all votes and minutes of all proceedings in a book to be kept for that purpose; (c) give or cause to be given notice of all meetings of shareholders and of special meetings of the board in accordance with the provisions of these by-laws or as required by law; (d) keep in safe custody the seal of the corporation and affix it to any instrument when authorized by the board; (e) when required, prepare or cause to be prepared and available at each meeting of shareholders a certified list in alphabetical order of the names of shareholders entitled to vote thereat, indicating the number of shares of each respective class held by each; (f) keep all the documents and records of the corporation as required by law or otherwise in a proper and safe manner; (g) perform such other duties as may be prescribed by the board. 6. ASSISTANT-SECRETARIES. During the absence or disability of the secretary, the assistant-secretary, if there is one elected, shall have all the powers and functions of the secretary. -7- 7. TREASURER. The treasurer shall: (a) have the custody of the corporate funds and securities; (b) keep full and accurate accounts of receipts and disbursements in the corporate books; (c) deposit all money and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the board; (d) disburse the funds of the corporation as may be ordered or authorized by the board and preserve proper vouchers for such disbursements; (e) be furnished by all corporate officers and agents at his request, with such reports and statements as he may require as to all financial transactions of the corporation; (f) perform such other duties as are given to him by these by-laws or as from time to time are assigned to him by the board or the president. ARTICLE V - INDEMNIFICATION OF DIRECTORS AND OFFICERS 1. Subject to the conditions and qualifications set forth in the Business Corporation Law of the State of New York, the corporation may indemnify any person, made, or threatened to be made, a party to an action or proceeding other than one by or in the right of the corporation to procure a judgment in its favor, whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, by reason of the fact that he, his testator or intestate, was a director or officer of the corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of -8- service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful. 2. The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any director or officer did not act, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation or that he had reasonable cause to believe that his conduct was unlawful. 3. For the purpose of this Article V, a corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person's duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the corporation. ARTICLE VI - CERTIFICATES FOR SHARES 1. CERTIFICATES. The shares of the corporation shall be represented by certificates. They shall be numbered and entered in the books of the corporation as they are issued. They shall exhibit the holder's name and the number of shares and shall be signed by the president or a vice-president and the treasurer or the secretary and shall bear the corporate seal. They may exhibit such legends as are determined by the Board of Directors. 2. LOST OR DESTROYED CERTIFICATES. The board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation, alleged to have been lost or -9- destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. 3. TRANSFERS OF SHARES. (a) Upon the surrender to the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and unless otherwise restricted by law or by written agreement executed by the corporation, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate. Every such transfer shall be entered on the transfer book of the corporation which shall be kept at its principal office. No transfer shall be made within ten days next preceding the annual meeting of shareholders. (b) The corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of New York. 4. CLOSING TRANSFER BOOKS. The board shall have the power to close the share transfer books of the corporation for a period of not more than ten days during the thirty day period immediately preceding (1) any shareholders' meeting, or (2) any date upon which shareholders shall be called upon to or have a right to take action without a meeting, or (3) any date fixed for the payment of a dividend or any other form of distribution, and only those shareholders of record at the time the transfer books are closed, shall be recognized as such for the purpose of (1) receiving notice of or voting at such meeting, or (2) allowing them to take appropriate action, or (3) entitling them to receive any dividend or other form of distribution. ARTICLE VII - DIVIDENDS Subject to the provisions of the certificate of incorporation and to applicable law, dividends on the outstanding shares of the corporation may be declared in such amounts and at such time or times as the board may determine. ARTICLE VIII - CORPORATE SEAL -10- The seal of the corporation shall be circular in form and bear the name of the corporation, the year of its organization and the words "Corporate Seal, New York." The seal may be used by causing it to be impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto. The seal on the certificates for shares or on any corporate obligation for the payment of money may be a facsimile, engraved or printed. ARTICLE IX - EXECUTION OF INSTRUMENTS All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the board may from time to time designate. ARTICLE X - FISCAL YEAR The fiscal year shall begin the first day of January in each year. ARTICLE XI - BY-LAW CHANGES AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS. (a) The by-laws may be amended, repealed or adopted by vote of the holders of the shares at the time entitled to vote in the election of any directors. By-laws may also be amended, repealed or adopted by the board. (b) If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made. -11- EX-3.47 47 v92967a1exv3w47.txt EXHIBIT 3.47 EXHIBIT 3.47 ARTICLES OF INCORPORATION OF PRESSURE SYSTEMS, INC. We hereby associate to form a stock corporation under the provisions of Chapter One, of Title 13.1 of the Code of Virginia, and to that end set forth the following: (a) The name of the corporation is Pressure Systems, Inc. (b) The corporation is formed for the purpose of manufacturing equipment designed to measure pressure of any media, in particular, to develop pressure measuring instrumentation and pressure sensors; the sale to private industry both in the United States and abroad, and to the United States Government and foreign governments; and any other business not prohibited by law. (c) The common stock to be issued by Pressure Systems, Inc. is to be treated as stock issued by a small business corporation, qualifying for treatment under code section 1244 of the Internal Revenue Service Code. Authorized stock shall be 100,000 shares, $0.01 par value. (d) The post office address of the initial registered office of the Corporation is 2017 Cunningham Drive, Suite 207, Hampton, Virginia 23666. The name of its initial registered agent is Stuart A. Saunders, who is a resident of Virginia and a member of the Virginia State Bar, and whose business address is the same as the same as the address of the initial registered office of the corporation. The registered office is located in the City of Hampton. (e) The number of Directors constituting the initial Board of Directors is one (1), and the name and address of the person who is to serve as the initial Director is: NAME ADDRESS Douglas B. Juanarena 855 Thames Drive Hampton, Virginia 23666 DATED: 11-21-71 /s/ DOUGLAS B. JUANARENA (SEAL) ---------------------------- Douglas B. Juanarena STATE OF VIRGINIA CITY OF Hampton, to-wit: The foregoing Articles of Incorporation was signed and acknowledged before me this 21 day of November, 1977, in my city and State aforesaid. My commission expires July 1, 1978 /s/ STUART A. SAUNDERS ---------------------------- NOTARY PUBLIC SAUNDERS, ROGERS & SAUNDERS 2017 Cunningham Drive, Suite 207 Hampton, VA 23666 -2- CERTIFICATE FOR AMENDMENT TO THE ARTICLES OF INCORPORATION OF PRESSURE SYSTEMS, INC. WHEREAS, PRESSURE SYSTEMS, INC., a corporation created under and by virtue of the laws of the Commonwealth of Virginia, desires to have its Articles of Incorporation amended as hereinafter set forth: NOW THEREFORE, to that end, Douglas B. Juanarena, President of the Corporation, under the seal of the corporation attested by Sue V. Juanarena, Secretary thereof, do hereby certify as follows: That on the 11th day of October, 1978, after due notice to the Director of the corporation, there was held at the office of the corporation a special meeting of the Board of Directors of the aforesaid corporation at which meeting the Director passed the following resolution declaring that this amendment to the Articles of Incorporation is in the best interest of the corporation. NOW, BE IT RESOLVED, that Article C of the Articles of Incorporation of Pressure Systems, Inc. be amended to read as follows: The aggregate number of shares and classes of common stock which the corporation shall have the authority to issue and the par value per share are as follows:
CLASS NUMBER OF SHARES PAR VALUE PER SHARE ~~Common 5,000 $10~~
BE IT RESOLVED, FURTHER, that in the opinion of the Board of Directors it is advisable and in the best interest of the corporation to amend the Articles of Incorporation. BE IT RESOLVED, FURTHER, that a meeting of the stockholders be called for October 11, 1978 at the office of the corporation to consider and act upon the proposed amendment. That on the 11th day of October, 1978, at 2:00 P.M. there was held at the office of the corporation a meeting of the stockholders, pursuant to call of the Board of Directors, notice of said meeting having been given to all of the stockholders; that at said meeting there were present in person 1000 shares out of a total of 1000 shares of stock issued and outstanding, having voting powers; that the foregoing resolution adopted by the Board of Directors, proposing to amend the Articles of Incorporation of the corporation in the manner hereinabove set forth, was in terms laid before the stockholders' meeting and adopted by an affirmative vote of 1000 shares, being at least two-thirds in interest of the stockholder in this corporation having voting powers. That the proceedings of said meeting were duly entered in the minutes of the proceedings of the stockholders. THEREFORE, this certificate is now signed by Douglas B. Juanarena, President of Pressure Systems, Inc. with its corporate seal thereto affixed, attested by Sue V. Juanarena, its Secretary, this 13th day of October, 1978. -2- PRESSURE SYSTEMS, INC. BY: /s/ DOUGLAS B. JUANARENA ------------------------ President ATTEST: /s/ SUE V. JUANARENA -------------------- Secretary STATE OF VIRGINIA City of Hampton, to-wit: I, Mary M. Santos, a Notary Public in and for the City and State aforesaid, whose commission expires on the 4 day of November, 1981, do hereby certify that Douglas B. Juanarena and Sue V. Juanarena whose names are signed as President and Secretary, respectively, of Pressure Systems, Inc. to the foregoing writing bearing date on the 11th day of October, 1978, have severally acknowledged the same before me in my City and State aforesaid. Given under my hand this 13 day of October, 1978. /s/ MARY M. SANTOS ------------------ Notary Public -3- ARTICLES OF AMENDMENT OF PRESSURE SYSTEMS, INC. ONE The name of the corporation is PRESSURE SYSTEMS, INC. TWO The articles of incorporation were amended to provide as follows: RESOLVED, that the articles of incorporation of the corporation be amended by increasing the total number of shares of common stock that the corporation is authorized to issue from 5,000 shares of $10.00 par value common stock to 150,000 shares of no par common stock, and thereby eliminate the stated capital of the corporation, and FURTHER RESOLVED, that on the effective date of the amendment, each share of common stock of the par value of TEN DOLLARS ($10.00) per share outstanding before the amendment shall be divided and changed into thirty (30) fully paid and nonassessable shares of common stock with no par value; and that after the effective date of the amendment, each holder of record of one or more certificates representing shares of the old $10.00 par value common stock shall be entitled to receive one or more certificates representing the proportionate number of shares of the new common stock on surrender of his old certificate or certificates for cancellation; and the stock warrants issued for the benefit of CMNY and NatWest be reissued showing the new number of shares as being 23,940 shares on each warrant, as well as amending all other elements of said warrants and all supporting documentation to reflect the aforesaid stock split. THREE The foregoing amendments were adopted on January 19, 1989. FOUR The amendments were adopted by unanimous consent of the shareholders in accordance with Section 13.1-710 of the Code of Virginia (1950) as amended. PRESSURE SYSTEMS, INC. By: /s/ DOUGLAS B. JUANARENA ------------------------ Douglas B. Juanarena President artamend.psi/corp -2- EX-3.48 48 v92967a1exv3w48.txt EXHIBIT 3.48 EXHIBIT 3.48 BY-LAWS OF PRESSURE SYSTEMS, INC. . . . PRESSURE SYSTEMS, INC. DECEMBER 1, 1977 BY-LAWS AMENDMENTS
DATE OF AMENDMENT SECTION EFFECT OF AMENDMENT 6/11/03 Article III The Board shall be composed of three Board and Section 1(a) Directors. The number of Directors may Shareholder Action be changed by amendment to the By-Laws.
BY-LAWS OF PRESSURE SYSTEMS, INC. ARTICLE I - OFFICES The office of the Corporation shall be located in the City and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine. ARTICLE II - MEETING OF SHAREHOLDERS Section 1 - Annual Meetings: The annual meeting of the shareholders of the Corporation shall be held within five months after the close of the fiscal year of the Corporation, for the purpose of electing directors, and transacting such other business as may properly come before the meeting. Section 2 - Special Meetings: Special meetings of the shareholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of ten per cent (10%) of the shares then outstanding and entitled to vote thereat, or as otherwise required under the provisions of the Business Corporation Act. Section 3 - Place of Meetings: All meetings of shareholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings. Section 4 - Notice of Meetings: (a) Written notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, not less than ten or more than fifty days before the meeting, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to receive payment for their shares pursuant to the Business Corporation Act, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such shareholder at his address, as it appears on the records of the shareholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request. (b) Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute. Section 5 - Quorum: (a) Except as otherwise provided herein, or by statute, or in the Articles of Incorporation (such Articles and any amendments thereof being hereinafter collectively referred to as the "Articles of Incorporation"), at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting. -2- (b) Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum had been present. Section 6 - Voting: (a) Except as otherwise provided by statute or by the Articles of Incorporation, any corporate action, other than the election of directors to be taken by vote of the shareholders, shall be authorized by a majority of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon. (b) Except as otherwise provided by statute or by the Articles of Incorporation, at each meeting of shareholders, each holder of record of shares of the Corporation entitled to vote thereat, shall be entitled to one vote for each share registered in his name on the books of the Corporation. (c) Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself, or by his attorney-in-fact thereunto duly authorized in writing. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the persons executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation. (d) Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date. -3- ARTICLE III - BOARD OF DIRECTORS Section 1 - Number, Election and Term of Office: (a) The number of the directors of the Corporation shall be ONE (1), unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall not be less than three, unless all of the outstanding shares are owned beneficially and of record by less than three shareholders, in which event the number of directors shall not be less than the number of shareholders. (b) Except as may otherwise be provided herein or in the Articles of Incorporation, the members of the Board of Directors of the Corporation, who need not be shareholders, shall be elected by a majority of the votes cast at a meeting of shareholders, by the holders of shares entitled to vote in the election. (c) Each director shall hold office until the annual meeting of the shareholders next succeeding his election, and until his successor is elected and qualified, or until his prior death, resignation or removal. Section 2 - Duties and Powers: The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the Articles of Incorporation or by statute expressly conferred upon or reserved to the shareholders. Section 3 - Annual and Regular Meetings; Notice: (a) A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the shareholders, at the place of such annual meeting of shareholders. (b) The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof. (c) Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which -4- such action was taken within the time limited, and in the manner set forth in paragraph (b) of Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in paragraph (c) of such Section 4. Section 4 - Special Meetings; Notice: (a) Special Meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof. (b) Notice of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice, except as required by Section 8 of this Article III, need not specify the purpose of the meeting. (c) Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given. Section 5 - Chairman: At all meetings of the Board of Directors, the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the President shall preside, and in his absence, a Chairman chosen by the Directors shall preside. Section 6 - Quorum and Adjournments: (a) At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws. -5- (b) A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present. Section 7 - Manner of Acting: (a) At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold. (b) Except as otherwise provided by statute, by the Articles of Incorporation, or by these By-Laws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any action authorized, in writing, by all of the directors entitled to vote thereon and filed with the minutes of the corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board. Section 8 - Vacancies: Any vacancy in the Board of Directors occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a director by the shareholders shall be filled by the shareholders at the meeting at which the removal was effected) or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose. Section 9 - Resignation: Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective. -6- Section 10 - Removal: Any director may be removed with or without cause at any time by the shareholders, at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board. Section 11 - Salary: No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Section 12 - Contracts: (a) No contract or other transaction between this Corporation and any other Corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other Corporation, provided that such facts are disclosed or made known to the Board of Directors. (b) Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto. -7- Section 13 - Committees: The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they deem desirable, each consisting of three or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board. ARTICLE IV - OFFICERS Section 1 - Number, Qualifications, Election and Term of Office: (a) The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person, except the offices of President and Secretary. (b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders. (c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal. Section 2 - Resignation: Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective. Section 3 - Removal: Any officer may be removed, either with or without cause, and a successor elected by the Board at any time. -8- Section 4 - Vacancies: A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by the Board of Directors. Section 5 - Duties of Officers: Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these By-Laws, or may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Corporation. Section 6 - Sureties and Bonds: In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands. Section 7 - Shares of Other Corporations: Whenever the Corporation is the holder of shares of any other corporation, any right or power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders' meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President, or such other person as the Board of Directors may authorize. ARTICLE V - SHARES OF STOCK Section 1 - Certificate of Stock: (a) The certificates representing shares of the Corporation shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shall bear the holder's name and the number of shares, and shall be signed by (i) the Chairman of the Board or the President or a Vice President, and (ii) the Secretary, or any Assistant Secretary, and may bear the corporate seal. -9- (b) No certificate representing shares shall be issued until the full amount of consideration therefor has been paid, except as otherwise permitted by law. (c) The Board of Directors may authorize the issuance of certificates for fractions of a share which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder, except as therein provided. Section 2 - Lost or Destroyed Certificates: The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do. Section 3 - Transfers of Shares: (a) Transfers of shares of the Corporation shall be made on the share records of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares, with an assignment or power of transfer endorsed thereon or delivered therewith duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require. -10- (b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law. Section 4 - Record Date: In lieu of closing the share records of the Corporation, the Board of Directors may fix, in advance, a date not exceeding fifty days, nor less than ten days, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held; the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting. ARTICLE VI - DIVIDENDS Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine. ARTICLE VII - FISCAL YEAR The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law. ARTICLE VIII - CORPORATE SEAL The corporate seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors. -11- ARTICLE IX - AMENDMENTS Section 1 - By Shareholders: All by-laws of the Corporation shall be subject to alteration or repeal, and new by-laws may be made, by a majority vote of the shareholders at the time entitled to vote in the election of directors. Section 2 - By Directors: The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, by-laws of the Corporation; provided, however, that the shareholders entitled to vote with respect thereto as in this Article IX above-provided may alter, amend or repeal by-laws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of shareholders or of the Board of Directors, or to change any provisions of the by-laws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the shareholders. If any by-laws regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the by-law so adopted, amended or repealed, together with a concise statement of the changes made. The undersigned certify the foregoing by-laws have been adopted as the first by-laws of the Corporation, in accordance with the requirements of the Business Corporation Act. Dated: December 1, 1977 /s/ DOUGLAS B. JUANARENA ------------------------ -12- EX-3.49 49 v92967a1exv3w49.txt EXHIBIT 3.49 EXHIBIT 3.49 ARTICLES OF INCORPORATION OF PRESSURE SYSTEMS INTERNATIONAL, INC. We, the undersigned, hereby associate to form a stock corporation under the provisions of Chapter 1 of Title 13.1 of the Code of Virginia, and to that end set forth the following: 1. The name of the corporation is Pressure Systems International, Inc. 2. The purposes for which the corporation is organized are as follows: (a) To sell or lease as export goods, goods produced in the United States consisting of electronic instrumentation and other goods manufactured for industrial purposes including, but not limited to, pressure measuring and sensing devices and electronic computer based date acquisition systems. (b) Generally, to do each and every act or acts necessary to the conduct and operation of the business herein set forth; and to engage in any lawful business not prohibited to general corporation organized under the laws of the Commonwealth of Virginia. 3. The aggregate number of shares which the corporation shall have authority to issue and the par value per share are as follows:
CLASS NUMBER OF SHARES PAR VALUE PER SHARE - ------------ ---------------- ------------------- ~~Common Stock 5,000 $10.00~~
4. The post office address of the initial registered office is 12482-H Warwick Boulevard, Post Office Box 6621, Newport News, Virginia 23606. The name of the City in which the initial registered office is located is Newport News, Virginia. The name of the initial registered agent is Richard S. Gordon, who is a member of the Virginia State Bar and a resident of the State of Virginia and whose business office is the same as the registered office of the corporation. 5. The number of directors constituting the initial Board of Directors is three (3) and the names and addresses of the persons who are to serve as the initial directors are:
NAME ADDRESS - ---------------------- ------------------------- Douglas B. Juanarena 2534 College Boulevard Newport News, VA. 23606 Chris Gross 500 Marlbank Drive Yorktown, VA. 23690 Richard S. Gordon 688 Village Green Parkway Newport News, VA. 23606
Dated: April 22, 1982. /s/ RICHARD S. GORDON -------------------------------- RICHARD S. GORDON, INCORPORATOR -2- EX-3.50 50 v92967a1exv3w50.txt EXHIBIT 3.50 EXHIBIT 3.50 BY-LAWS OF PRESSURE SYSTEMS INTERNATIONAL, INC. ARTICLE I. Stockholders. 1. Annual Meeting. The annual meeting of stockholders commencing in 1982 shall be held in November at such time and place as is stated in the notice of the meeting in each year (or if that be a legal holiday in the place where the meeting is to be held, on the next succeeding full business day) fixed by the Directors or the President and stated in the notice of the meeting. The purposes for which the annual meeting is to be held, in addition to those prescribed by law, by the Articles of Incorporation, or by these By-Laws, may be specified by the Directors or the President. If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu thereof, and any action taken at such meeting shall have the same effect as if taken at the annual meeting. 2. Special Meetings. Special meetings of stockholders of the corporation may be called at any time by the President or the Directors. It shall be the duty of the Secretary, or in the case of the death, absence, incapacity or refusal of the Secretary, or any other officer, to call a special meeting of the stockholders, whenever requested in writing so to do by one or more stockholders of record, holding at least one-tenth of the outstanding common stock of the corporation entitled to vote, stating the time, place and purpose of the meeting. 3. Place of Meetings. All meetings of stockholders shall be held at the principal office of the corporation unless a different place (within the United States) is fixed by the Directors or the President and stated in the notice of the meeting. 4. Notice of Meetings. A written notice of every meeting of stockholders, stating the place, date and hour thereof, and the purposes for which the meeting is to be held, shall be given by the Secretary or by the person calling the meeting at least ten days before the meeting to each stockholder entitled to vote thereat and to each stockholder who by law, by the Articles of Incorporation or by these By-Laws, is entitled to such notice, by leaving such notice with him or at his residence or usual place of business, or by mailing it postage prepaid and addressed to such stockholder at his address as it appears upon the books of the corporation. No notice need be given to any stockholder if a written waiver of notice, executed before or after the meeting by the stockholder or his attorney thereunto authorized is filed with the records of the meeting. 5. Quorum. The holders (or their proxies) of a majority in interest of all stock issued, outstanding and entitled to vote at a meeting shall constitute a quorum but a lesser number may adjourn any meeting from time to time without further notice; except that if two or more classes of stock are outstanding and entitled to vote as separate classes, then in the case of each such class a quorum shall consist of the holders of a majority in interest of the stock of that class issued, outstanding and entitled to vote. 6. Voting and Proxies. Each stockholder shall have one vote for each share of stock entitled to vote held by him of record according to the records of the corporation unless otherwise provided by the Articles of Incorporation. Stockholders may vote either in person or by written proxy dated not more than six months before the meeting named therein. Proxies shall be filed with the Secretary of the meeting, or of any adjournment thereof, before being voted. Except as otherwise limited therein, proxies shall entitle the persons named thereto to vote at any adjournment of such meeting but shall not be valid after final adjournment of such meeting. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of the proxy the corporation receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise. 7. Action at Meeting. When a quorum is present, the holders of a majority of the stock present or represented and voting on a matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each such class, the holders of a majority of the stock of that class present or represented and voting on a matter) except where a larger vote is required by law, the Articles of Incorporation or these By-Laws, shall decide any matter to be voted on by the stockholders. Any election by stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote at the election. No ballot shall be required for such election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election. The corporation shall not directly or indirectly vote any share of its stock. 8. Action Without Meeting. Any action to be taken by stockholders may be taken without a meeting if all stockholders -2- entitled to vote on the matter consent to the action by a writing filed with the records of the meetings of stockholders. Such consent shall be treated for all purposes as a vote at a meeting. ARTICLE II. Directors. 1. Powers. The business of the corporation shall be managed by a Board of Directors who may exercise all the powers of the corporation except as otherwise provided by law, by the Articles of Incorporation or by these By-Laws. In the event of any vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board until such vacancy is filled. The Board of Directors shall fix the compensation and duties of all officers of the corporation and shall have discretionary power to determine what constitutes net earnings, profits and surplus, respectively, what amount shall be reserved for working capital and for any other purposes and what amount shall be declared as dividends, and such determination by the Board of Directors shall be final and conclusive. 2. Election. A Board of Directors of such number as shall be fixed by the stockholders shall be elected by the stockholders at the annual meeting. 3. Enlargement of the Board. The number of the Board of Directors may be increased and one or more additional Directors elected at any special meeting of the stockholders or by the Directors by vote of a majority of the Directors then in office, provided the Directors may not increase the number of Directors to more than six. 4. Vacancies. Any vacancy in the Board of Directors, including a vacancy resulting from the enlargement of the Board, may be filled by the stockholders or by the Directors. Any person who may have been chosen by the Directors to fill such vacancy shall be displaced by a different person if chosen by the stockholders to fill such vacancy. 5. Tenure. Except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws, Directors shall hold office until the next annual meeting of stockholders and thereafter until their successors are chosen and qualified. Any Director may resign by delivering his written resignation to the corporation at its principal office or to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. -3- 6. Removal. A Director may be removed from office (a) with or without cause by vote of a majority of the stockholders entitled to vote in the election of Directors, provided that the Directors of a class elected by a particular class of stockholders may be removed only by the vote of the holders of a majority of the shares of such class, or (b) for cause by vote of a majority of the Directors then in office. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him. 7. Meetings. Regular meetings of the Directors may be held without call or notice at such places within or without Virginia and at such times as the Directors may from time to time determine, provided that any Director who is absent when such determination is made shall be given notice of the determination. Such notice shall be sufficient if mailed by the Secretary, or Assistant Secretary, postage prepaid, to such Director at his business or home address. A regular meeting of the Directors may be held without a call or notice at the same place as the annual meeting of stockholders, or the special meeting held in lieu thereof, following such meeting of stockholders. Special meetings of the Directors may be held at any time and place designated in a call by the President, Treasurer or a majority of the Directors then in office. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board, and in his absence, the President, or a Vice President in the order of seniority, shall preside; otherwise, a temporary Chairman shall be elected by the Directors to preside. 8. Notice of Meetings. Notice of all special meetings of the Directors shall be given to each Director by the Secretary or Assistant Secretary, or in the case of the death, absence, incapacity or refusal of such persons, by the officer or one of the Directors calling the meeting. Notice shall be given to each Director in person or by telephone or by telegram sent to his business or home address at least twenty-four hours in advance of the meeting, or by written notice mailed to his business or home address at least forty-eight hours in advance of the meeting. Notice need not be given to any Director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice of waiver of a Directors' meeting need not specify the purposes of the meeting. -4- 9. Quorum. At any meeting of the Directors, a majority of the Directors then in office shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time without further notice. 10. Action at Meeting. At any meeting of the Directors at which a quorum is present, the vote of a majority of those present on any matter, unless a different vote is specified by law, by the Articles of Incorporation, or by these By-Laws, shall be sufficient to decide such matter. 11. Action by Consent. Any action by the Directors may be taken without a meeting if a written consent thereto is signed by all the Directors and filed with the records of the Directors' meetings. Such consent shall be treated as a vote of the Directors for all purposes. 12. Committees. The Directors may, by vote of a majority of the Directors then in office, elect from their number an executive or other committee and may by like vote delegate thereto some or all of their powers except those which by law, the Articles of Incorporation or these By-Laws, they are prohibited from delegating. Except as the Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Directors or in such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these By-Laws for the Directors. ARTICLE III. Officers. 1. Enumeration. The officers of the corporation shall consist of a President, a Treasurer, a Secretary and such other officers, including a Chairman of the Board, one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers as the Directors may determine. 2. Election. The President, Treasurer and Secretary shall be elected annually by the Directors at their first meeting following the annual meeting of stockholders or special meeting in lieu thereof. Other officers may be chosen by the Directors at such meeting or at any other meeting. 3. Qualification. The President may, but need not be, a Director. No officer need be a stockholder. Any two or more offices may be held by the same person. The Secretary shall be a resident of Virginia unless the corporation has a resident agent appointed for the purpose of service of process. Any officer may be required by the Directors to give bond for the faithful performance of his duties to the corporation in -5- such amount and with such sureties as the Directors may determine. 4. Tenure. Except as otherwise provided by law, the Articles of Incorporation, or by these By-Laws, the President, Treasurer and Secretary shall each hold office until the first meeting of the Directors following the annual meeting of stockholders and thereafter until his successor is chosen and qualified; and all other officers shall each hold office until removed by the Directors, or until his successor is chosen and qualified unless a shorter term is specified in the vote choosing or appointing him. Any officer may resign by delivering his written resignation to the corporation at its principal office or to the President or Secretary, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. 5. Removal. The Directors may remove any officer with or without cause by a vote of a majority of the Directors then in office, provided that an officer may be removed for cause only after reasonable notice and opportunity to be heard by the Board of Directors prior to action thereon. 6. President and Vice Presidents. The President shall be the chief executive officer of the corporation and shall, subject to the direction of the Directors, have general supervision and control of its business. Unless otherwise provided by the Directors, he shall preside, when present, at all meetings of the stockholders and in the absence of a Chairman of the Board of Directors at all meetings of the Directors. Any Vice President shall have such powers as the Directors may from time to time designate. 7. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction of the Directors, have general charge of the financial affairs of the corporation. He shall have custody of all funds, securities and valuable documents of the corporation, except as the Directors may otherwise provide. He may endorse for deposit or collection all checks, notes, etc. payable to the corporation or its order and may accept drafts on behalf of the corporation. He shall cause to be kept accurate accounts of the corporation's transactions. The Board of Directors shall determine the individuals who will be authorized to sign on the corporation's bank account. Any Assistant Treasurer shall have such powers as the Directors may from time to time designate. -6- 8. Secretary and Assistant Secretaries. The Secretary shall keep a record of the meetings of stockholders and directors. Unless a Transfer Agent is appointed, the Secretary shall keep or cause to be kept in Virginia, at the principal office of the corporation, or at his office, the stock and transfer records of the corporation in which are contained the names of all stockholders and the record address and the amount of stock held by each. In the absence of the Secretary from any meeting of stockholders or Directors, an Assistant Secretary, if one be chosen, otherwise a Temporary Secretary designated by the person presiding at the meeting, shall perform the duties of the Secretary, 9. Other Powers and Duties. Each office shall, subject to these By-Laws, have in addition to the duties and powers specifically set forth in these By-Laws, such other duties and powers as the Directors may from time to time designate. 10. Indemnification. Each person now or hereafter a Director or officer of the corporation, or who serves at its request as a Director or officer of any other corporation in which it has an interest, shall be indemnified by this corporation to the fullest extent as may be allowed by the laws of the Commonwealth of Virginia. ARTICLE IV. Common Stock. 1. Certificates of Stock. Each stockholder shall be entitled to a certificate of the common stock of the corporation held by him in such form as may be prescribed from time to time by the Directors. The certificate shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary, but when a certificate is countersigned by a transfer agent or a registrar, other than a Director, officer or employee of the corporation, such signatures may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the time of its issue. 2. Transfers. Subject to the restrictions, if any, on the transfer of stock, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, and with such proof of the authenticity of signature as the corporation or its transfer agent may reasonably require. Except as may be otherwise -7- required by law, by the Articles of Incorporation, or by these By-Laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any equitable or other claim thereto, on the part of any other person, until the shares have been transferred on the books of the corporation in accordance with the requirements of these By-Laws. It shall be the duty of each stockholder to notify the corporation of his post office address. 3. Record Date. The Directors may fix in advance a time of not more than sixty days preceding the date of any meeting of the stockholders, or the date for the payment of any dividend, or the making of any distribution to stockholders, or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice of and to vote at such meeting, and any adjournment thereof, or the right to receive such dividend or distribution, or the right to give such consent or dissent. In such case only stockholders of record on such record date shall have such right, notwithstanding any transfer of stock on the books of the corporation after the record date. Without fixing such record date, the Directors may, for any of such purposes, close the transfer books for all or any part of such period. 4. Replacement of Certificates. In case of the alleged loss or destruction or the mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms as the Directors may prescribe. ARTICLE V. Miscellaneous Provisions. 1. Fiscal Year. Except as from time to time otherwise determined by the Directors, the fiscal year of the corporation shall be the twelve months ending the last day of October. 2. Seal. The seal of the corporation shall, subject to alteration by the Directors, bear its name, the word "Virginia" and the year of incorporation. 3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an officer of the corporation in its behalf shall be signed by the President or the Secretary, except as the Directors may generally or in particular cases otherwise determine. -8- 4. Voting of Securities. Except as the Directors may otherwise designate, the President or Treasurer may waive notice of, and appoint any person or persons to act as proxy or attorney in fact for this corporation (with or without power of substitution) at, any meeting of stockholders or shareholders of any other corporation or organization, the securities of which may be held by this corporation. 5. Corporate Records. The original, or attested copies, of the Articles of Incorporation, By-Laws and records of all meetings of the incorporators and stockholders, and the stock and transfer records, which shall contain the names of all stockholders and the record address and the amount of stock held by each, shall be kept in Virginia at the principal office of the corporation, or at an office of its transfer agent or of the Secretary. Said copies and records need not all be kept in the same office. 6. Articles of Incorporation. All references in these By-Laws to the Articles of Incorporation shall be deemed to refer to the Articles of Incorporation of the corporation as amended and in effect from time to time. 7. Amendments. These By-Laws may at any time be amended by vote of the stockholders, provided that notice of the substance of the proposed amendment is stated in the notice of the meeting, or may be amended by vote of a majority of the Directors then in office, except that no amendment may be made by the Directors which changes the date of the annual meeting of stockholders, or which alters the provisions of these By-Laws with respect to removal of Directors or the election of committees by Directors and delegation of powers thereto, the enlargement of the Board of Directors and the election of Directors to fill vacancies, or the amendment of these By-Laws. No change in the date of the annual meeting may be made within sixty days before the date fixed in these By-Laws. Not later than the time of giving notice of the meeting of stockholders next following the making, amending or repealing by the Directors of any By-Law, notice thereof stating the substance of such change shall be given to all stockholders entitled to vote on amending the By-Laws. -9- EX-3.51 51 v92967a1exv3w51.txt EXHIBIT 3.51 EXHIBIT 3.51 CERTIFICATE OF INCORPORATION OF SURESEAL CORPORATION Pursuant to Section 402 of the Business Corporation Law I, the undersigned, a natural person of at least 18 years of age, for the purpose of forming a corporation under Section 402 of the Business Corporation Law of the State of New York hereby certify: FIRST: The name of the corporation is: SURESEAL CORPORATION SECOND: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under Article IV of the Business Corporation Law, except that is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained. THIRD: The office of the corporation is to be located in the County of Chenango State of New York. FOURTH: The aggregate number of shares which the corporation shall have the authority to issue is Two Hundred, each of which shall be common stock with no par value. FIFTH: The Secretary of State is designated as agent of the corporation upon whom process against it may be served. The post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him is: c/o The Corporation P.O. Box 109 Norwich, NY 13815 SIXTH: No director of the corporation shall have personal liability to the corporation or to its shareholders for damages for any breach of duty in such capacity; provided, however, that the provision shall not eliminate or limit: (a) the liability of any director of the corporation if a judgment or other final adjudication adverse to him establishes that his acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled or, with respect to any director of the corporation, that his acts violated Section 719 of the Business Corporation Law of the State of New York, or (b) the liability of a director for any act or omission prior to the final adoption of this article. IN WITNESS WHEREOF, this certificate of incorporation has been subscribed by the undersigned this 10/06/94, who affirms the statements made herein are true under the penalties of perjury. /s/ Christine Pucci --------------------------------- Christine Pucci, Incorporator XL Corporate & Research Services, Inc. 194 Washington Avenue Albany, New York 12210 EX-3.52 52 v92967a1exv3w52.txt EXHIBIT 3.52 EXHIBIT 3.52 BY-LAWS OF SURESEAL CORPORATION . . . SURESEAL CORPORATION OCTOBER 1994 BY-LAWS AMENDMENTS
DATE OF AMENDMENT SECTION EFFECT OF AMENDMENT 6/11/03 Article III The Board shall be composed of not less Shareholder Action Section 2 than one nor more than five Directors with the specific number to be set by resolution of the Board or the shareholders.
BY-LAWS OF SURESEAL CORPORATION ARTICLE I - OFFICES The principal office of the corporation shall be in the State of New York, County of Chenango. The corporation may also have offices at such other places within or without the State of New York as the business of the corporation may require. ARTICLE II - SHAREHOLDERS 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at the principal office of the corporation or at such place as the board shall authorize. 2. ANNUAL MEETING. The annual meeting of the shareholders shall be held on the third Wednesday of April at 1:30 p.m. in each year if not a legal holiday, and, if a legal holiday, then on the next business day following, when the shareholders shall elect a board and transact such other business as may properly come before the meeting. 3. SPECIAL MEETINGS. Special meetings of the shareholders may be called by the board or by the president or the secretary at the request in writing of a majority of the board or at the request in writing by shareholders owning a majority in amount of the shares issued and outstanding. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at a special meeting shall be confined to the purposes stated in the notice. 4. FIXING RECORD DATE. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than fifty nor less than ten days before the date of such meeting, nor more than fifty days prior to any other action. If no record date is fixed it shall be determined in accordance with the provisions of law. 5. NOTICE OF MEETINGS OF SHAREHOLDERS. Written notice of each meeting of shareholders shall state the purpose or purposes for which the meeting is called, the place, date and hour of the meeting and unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice shall be given either personally or by mail to each shareholder entitled to vote at such meeting, not less than ten nor more than fifty days before the date of the meeting. If action is proposed to be taken that might entitle shareholders to payment for their shares, the notice shall include a statement of that purpose and to that effect. If mailed, the notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his address as it appears on the record of shareholders, or, if he shall have filed with the secretary a written request that notices to him be mailed to some other address, then directed to him at such other address. 6. WAIVERS. Notice of meeting need not be given to any shareholder who signs a waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him. 7. QUORUM OF SHAREHOLDERS. The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or classes, the holders of a majority of the shares of such class or classes shall constitute a quorum for the transaction of such specified item of business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders. The shareholders present may adjourn the meeting despite the absence of a quorum. 8. PROXIES. Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy. Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law. 9. QUALIFICATION OF VOTERS. Every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his name on the record of shareholders. 10. VOTE OF SHAREHOLDERS. Except as otherwise required by statute: (a) directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election; (b) all other corporate action shall be authorized by a majority of the votes cast. 11. WRITTEN CONSENT OF SHAREHOLDERS. Any action that may be taken by vote may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all the outstanding shares entitled to vote thereon. -2- ARTICLE III - DIRECTORS 1. BOARD OF DIRECTORS. Subject to any provision in the certificate of incorporation, the business of the corporation shall be managed by its board of directors, each of whom shall be at least 18 years of age and need not be shareholders. 2. NUMBER OF DIRECTORS. The number of directors shall be not less than five (5) nor more than nine (9). 3. ELECTION AND TERM OF DIRECTORS. At each annual meeting of shareholders, the shareholders shall elect directors to hold office. Each director shall hold office until the expiration of the term for which he is elected and until his successor has been elected and qualified, or until his prior resignation or removal. 4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor. 5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for cause by vote of the shareholders or by action of the board. Directors may be removed without cause only by vote of the shareholders. 6. RESIGNATION. A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective. 7. QUORUM OF DIRECTORS. Unless otherwise provided in the certificate of incorporation, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business. 8. ACTION OF THE BOARD. (a) Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board. Each director present shall have one vote regardless of the number of shares, if any, which he may hold. (b) Any action required or permitted to be taken by the board may be taken without a meeting if -3- all members of the board consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the board shall be filed with the minutes of the proceedings of the board. (c) Any one or more members of the board may participate in a meeting of the board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. 9. PLACE AND TIME OF BOARD MEETINGS. The board may hold its meetings at the office of the corporation or at such other places as it may from time to time determine. 10. REGULAR ANNUAL MEETING. A regular annual meeting of the board shall be held immediately following the annual meeting of shareholders at the place of such annual meeting of shareholders. 11. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT. (a) Regular meetings of the board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon three days notice to each director, either personally or by mail or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of three directors. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him. (b) A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors. 12. CHAIRMAN. At all meetings of the board the president, or in his absence, a chairman chose by the board, shall preside. 13. EXECUTIVE COMMITTEE. The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee of three or more members, pursuant to the provisions of Section 712 of the Business Corporation Law. Such committee shall have authority to consider and act upon any matter of corporate business or policy which may come or be brought before it when the Board of Directors is not is session, subject to the limitations and exceptions stated in said Section 712 of the Business Corporation Law, in like manner and with like force and effect as the Board of Directors would be authorized to do. ARTICLE IV - OFFICERS 1. OFFICES, ELECTION, TERM. (a) The board may elect or appoint a president, one or more vice-presidents, a secretary and a treasurer, and such other offices as it may determine, who shall have such duties, powers and functions as hereinafter -4- provided. (b) All officers shall be elected or appointed to hold office until the meeting of the board following the annual meeting of shareholders. (c) Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified. 2. REMOVAL, RESIGNATION, SALARY, ETC. (a) Any officer elected or appointed by the board may be removed by the board with or without cause. (b) In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the unexpired term. (c) Any two or more offices may be held by the same person, except the offices of president and secretary, provided that if all the outstanding stock is owned by one person, such person may hold all or any combination of offices. 3. PRESIDENT. The president shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and of the board, he shall have the management of the business of the corporation, subject to the direction and control of the board of directors, and he shall see that all orders and resolutions of the board are carried into effect except in those instances in which that responsibility is specifically assigned to some other person. 4. VICE-PRESIDENTS. During the absence or disability of the president, or in the event of his or her refusal to act, the vice-president, or if there are more than one, the executive vice-president, shall have all the powers and functions of the president. Each vice-president shall perform such other duties as the board shall prescribe. 5. SECRETARY. the secretary shall: (a) attend all meetings of the board and of the shareholders; (b) record all votes and minutes of all proceedings in a book to be kept for that purposes; (c) give or cause to be given notice of all meetings of shareholders and of special meetings of the board in accordance with the provisions of there by-laws or as required by law; (d) keep in safe custody the seal of the corporation and affix it to any instrument when authorized by the board; (e) when required, prepare or cause to be prepared and available at each meeting of shareholders a certified list in alphabetical order of the names of shareholders entitled to vote thereat, indicating the number of shares of each respective class held by each; (f) keep all the documents and records of the corporation as required by law or otherwise in a -5- proper and safe manner; (g) perform such other duties as may be prescribed by the board. 6. ASSISTANT-SECRETARIES. During the absence or disability of the secretary, the assistant-secretary, if there is one elected, shall have all the powers and functions of the secretary. 7. TREASURER. The treasurer shall: (a) have the custody of the corporate funds and securities; (b) keep full and accurate accounts of receipts and disbursements in the corporate books; (c) deposit all money and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the board; (d) disburse the funds of the corporation as may be ordered or authorized by the board and preserve proper vouchers for such disbursements; (e) be furnished by all corporate officers and agents at his request, with such reports and statements as he may require as to all financial transactions of the corporation; (f) perform such other duties as are given to him by these by-laws or as from time to time are assigned to him by the board or the president. ARTICLE V - INDEMNIFICATION OF DIRECTORS AND OFFICERS 1. Subject to the conditions and qualifications set forth in the Business Corporation Law of the State of New York, the corporation may indemnify any person, made, or threatened to be made, a party to an action or proceeding other than one by or in the right of the corporation to procure a judgment in its favor, whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, by reason of the fact that he, his testator or intestate, was a director or officer of the corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity. against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purposes which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful. 2. The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any director or officer did not act, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation or the he had reasonable cause to believe that his conduct was -6- unlawful. 3. For the purpose of this Article V, a corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person's duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deem to be for a purpose which is not opposed to the best interests of the corporation. ARTICLE VI - CERTIFICATES FOR SHARES 1. CERTIFICATES. The shares of the corporation shall be represented by certificates. They shall be numbered and entered in the books of the corporation as they are issued. They shall exhibit the holder's name and the number of shares and shall be signed by the president or a vice-president and the treasurer or the secretary and shall bear the corporate seal. They may exhibit such legends as are determined by the Board of Directors. 2. LOST OR DESTROYED CERTIFICATES. The board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation, alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. 3. TRANSFERS OF SHARES. (a) Upon the surrender to the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and unless otherwise restricted by law or by written agreement executed by the corporation, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate. Every such transfer shall be entered on the transfer book of the corporation which shall be kept at its principal office. No transfer shall be made within ten days next preceding the annual meeting of shareholders. (b) The corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of New York. 4. CLOSING TRANSFER BOOKS. The board shall have the power to close the share transfer books of the corporation for a period of not more than ten days during the thirty day period immediately preceding (1) any shareholders' meeting, or (2) any date upon which shareholders shall be called upon to or have a right to take action without a meeting, or (3) any date fixed for the payment of a dividend or any other form of distribution, and only those shareholders of record at the time the transfer books are closed, shall be recognized as such for the purpose of (1) receiving notice of or voting at such meeting, or (2) allowing them to take appropriate action, or (3) entitling them to receive any dividend or other from of distribution. ARTICLE VII - DIVIDENDS -7- Subject to the provisions of the certificate of incorporation and to applicable law, dividends on the outstanding shares of the corporation may be declared in such amounts and at such time or times as the board may determine. ARTICLE VIII - CORPORATE SEAL The seal of the corporation shall be circular in form and bear the name of the corporation, the year of its organization and the words "Corporate Seal, New York." The seal may be used by causing it to be impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto. The seal on the certificates for shares or on any corporate obligation for the payment of money may be a facsimile, engraved or printed. ARTICLE IX - EXECUTION OF INSTRUMENTS All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the board may from time to time designate. ARTICLE X - FISCAL YEAR The fiscal year shall begin the first day of January in each year. ARTICLE XI - BY-LAW CHANGES AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS. (a) The by-laws may be amended, repealed or adopted by vote of the holders of the shares at the time entitled to vote in the election of any directors. By-laws may also be amended, repealed or adopted by the board. (b) If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made. -8- EX-3.53 53 v92967a1exv3w53.txt EXHIBIT 3.53 EXHIBIT 3.53 CERTIFICATE OF INCORPORATION OF CENCORP PURCHASE CO. ARTICLE 1. NAME The name of this corporation is Cencorp Purchase Co. ARTICLE 2. REGISTERED OFFICE AND AGENT The address of the initial registered office of this corporation is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, State of Delaware 19801, and the name of its initial registered agent at such address is The Corporation Trust Company. ARTICLE 3. PURPOSES The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE 4. SHARES The total authorized stock of the corporation shall consist of 1,000 shares of common stock having a par value of $.001 per share. ARTICLE 5. INCORPORATOR The name and mailing address of the incorporator are as follows: Lisa Strauch Eggers 1201 Third Avenue, 40th Floor Seattle, WA 98101-3099 -1- ARTICLE 6. DIRECTORS The powers of the incorporator shall terminate upon the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware. The names and mailing addresses of the persons who are to serve as Directors until the first annual meeting of stockholders or until their successors are elected and qualify are: J. J. Cich 10800 N.E. 8th Street, Ste. 600 Bellevue, WA 98004 R. W. Cremin 10800 N.E. 8th Street, Ste. 600 Bellevue, WA 98004 R. D. George 10800 N.E. 8th Street, Ste. 600 Bellevue, WA 98004 ARTICLE 7. BYLAWS The Board of Directors shall have the power to adopt, amend or repeal the Bylaws for this corporation, subject to the power of the stockholders to amend or repeal such Bylaws. The stockholders shall also have the power to adopt, amend or repeal the Bylaws for this corporation. ARTICLE 8. ELECTION OF DIRECTORS Written ballots are not required in the election of Directors. ARTICLE 9. NO PREEMPTIVE RIGHTS Preemptive rights shall not exist with respect to shares of stock or securities convertible into shares of stock of this corporation. ARTICLE 10. NO CUMULATIVE VOTING The right to cumulate votes in the election of Directors shall not exist with respect to shares of stock of this corporation. ARTICLE 11. AMENDMENTS TO CERTIFICATE OF INCORPORATION This corporation reserves the right to amend or repeal any of the provisions contained in this Certificate of Incorporation in any manner now or hereafter -2- permitted by law, and the rights of the stockholders of this corporation are granted subject to this reservation. ARTICLE 12. LIMITATION OF DIRECTOR LIABILITY To the full extent that the Delaware General Corporation Law, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors, a director of this corporation shall not be liable to this corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment to or repeal of this Article 12 shall not adversely affect any right or protection of a director of this corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. ARTICLE 13. ACTION BY STOCKHOLDERS WITHOUT A MEETING Any action which could be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a written consent setting forth the action taken is signed by all of the stockholders entitled to vote with respect to the subject matter thereof. I, Lisa Strauch Eggers, being the incorporator hereinbefore named for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly I have hereunto set my hand this 15th day of June, 1999. /s/ Lisa Strauch Eggers ------------------------------------- Lisa Strauch Eggers, Incorporator -3- CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The undersigned, being all of the Directors names in the Certificate of Incorporation of Cencorp Purchase Co., a Delaware corporation, hereby certify as follows: 1. The following amendment to the corporation's Certificate of Incorporation was duly adopted by the directors named in said certificate in accordance with the provisions of Section 241 of the Delaware General Corporation Law. Article 1 is hereby amended in its entirety to read as follows: "The name of this corporation is ESL Purchase Co." 2. The corporation has not received any payment for any of its stock. DATED: January 27, 2000. /s/ J. J. Cich ---------------------------------------------- J. J. Cich, Director /s/ R. W. Cremin ---------------------------------------------- R. W. Cremin, Director /s/ Robert D. George ---------------------------------------------- R. D. George, Director CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION ESL Purchase Co., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that: 1. A resolution setting forth the following amendment to the corporation's Certificate of Incorporation and declaring the advisability of such amendment was duly adopted by the corporation's Board of Directors by the unanimous written consent of its members, filed with the minutes of the Board, in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware: Article 1 of the Certificate of Incorporation of this corporation is hereby amended in its entirety to read as follows: "The name of this corporation is Surftech Finishes Co." 2. In lieu of a meeting of the stockholders, unanimous written consent has been given for the adoption of said amendment in accordance with the applicable provisions of Section 228 and Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, ESL Purchase Co. has caused this Certificate to be signed by its duly authorized officer this 21st day of April, 2000. ESL PURCHASE CO. By /s/ James J. Cich ---------------------------------------- James J. Cich, Vice-President EX-3.54 54 v92967a1exv3w54.txt EXHIBIT 3.54 EXHIBIT 3.54 BYLAWS OF SURFTECH FINISHES CO. Originally adopted on March 31, 2000 Amendments are listed on p. i AMENDMENTS
Section Effect of Amendment Date of Amendment - ------- ------------------- -----------------
CONTENTS SECTION 1. OFFICES............................................................................... 1 SECTION 2. STOCKHOLDERS.......................................................................... 1 2.1 Annual Meeting............................................................ 1 2.2 Special Meetings.......................................................... 1 2.3 Date, Time and Place of Meeting........................................... 1 2.4 Notice of Meeting......................................................... 1 2.4.1 Written Notice................................................ 1 2.4.2 Delivery of Notice............................................ 2 2.4.3 Adjourned Meeting............................................. 2 2.4.4 Special Meeting Called by Stockholders........................ 2 2.5 Waiver of Notice.......................................................... 2 2.5.1 Waiver in Writing............................................. 2 2.5.2 Waiver by Attendance.......................................... 3 2.6 Fixing of Record Date for Determining Stockholders........................ 3 2.6.1 Meetings...................................................... 3 2.6.2 Consent to Corporate Action Without a Meeting................. 3 2.6.3 Dividends, Distributions and Other Rights..................... 4 2.7 Voting List............................................................... 4 2.8 Quorum.................................................................... 4 2.9 Manner of Acting.......................................................... 5 2.9.1 Matters Other than the Election of Directors.................. 5 2.9.2 Election of Directors......................................... 5 2.10 Proxies................................................................... 5 2.10.1 Appointment................................................... 5 2.10.2 Delivery to Corporation; Duration............................. 6 2.11 Voting of Shares.......................................................... 6 2.12 Voting for Directors...................................................... 6 2.13 Action by Stockholders Without a Meeting.................................. 6 2.13.1 Consent Action by Written Consent of Stockholders............. 6 2.13.2 Delivery of Consent to Corporation............................ 6 2.13.3 Effectiveness of Consent to Take Corporate Action............. 7 2.13.4 Action Taken by Less than Unanimous Consent................... 7 SECTION 3. BOARD OF DIRECTORS.................................................................... 7 3.1 General Powers............................................................ 7 3.2 Number and Tenure......................................................... 7 3.3 Annual and Regular Meetings............................................... 8 3.4 Special Meetings.......................................................... 8 3.5 Meetings by Communication Equipment....................................... 8 3.6 Notice of Special Meetings................................................ 8

-ii- 3.6.1 Personal Delivery............................................. 8 3.6.2 Delivery by Mail.............................................. 8 3.6.3 Delivery by Private Carrier................................... 9 3.6.4 Facsimile Notice.............................................. 9 3.6.5 Delivery by Telegraph......................................... 9 3.6.6 Oral Notice................................................... 9 3.7 Waiver of Notice.......................................................... 9 3.7.1 In Writing.................................................... 9 3.7.2 By Attendance................................................. 9 3.8 Quorum.................................................................... 9 3.9 Manner of Acting.......................................................... 10 3.10 Presumption of Assent..................................................... 10 3.11 Action by Board or Committees Without a Meeting........................... 10 3.12 Resignation............................................................... 10 3.13 Removal................................................................... 11 3.13.1 In General.................................................... 11 3.13.2 Cumulative Voting............................................. 11 3.14 Vacancies................................................................. 11 3.15 Committees................................................................ 11 3.15.1 Creation and Authority of Committees.......................... 11 3.15.2 Minutes of Meetings........................................... 12 3.15.3 Quorum and Manner of Acting................................... 12 3.15.4 Resignation................................................... 12 3.15.5 Removal....................................................... 12 3.16 Compensation.............................................................. 12 SECTION 4. OFFICERS.............................................................................. 12 4.1 Number.................................................................... 12 4.2 Resignation............................................................... 13 4.4 Removal................................................................... 13 4.5 Vacancies................................................................. 13 4.6 Chairman of the Board..................................................... 13 4.7 President................................................................. 13 4.8 Vice President............................................................ 14 4.9 Secretary................................................................. 14 4.10 Treasurer................................................................. 14 4.11 Salaries.................................................................. 14 SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS................................................. 14 5.1 Contracts................................................................. 14 5.2 Loans to the Corporation.................................................. 15 5.3 Checks, Drafts, Etc....................................................... 15 5.4 Deposits.................................................................. 15

-iii- SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER............................................ 15 6.1 Issuance of Shares........................................................ 15 6.2 Certificates for Shares................................................... 15 6.3 Stock Records............................................................. 16 6.4 Restriction on Transfer................................................... 16 6.5 Transfer of Shares........................................................ 16 6.6 Lost or Destroyed Certificates............................................ 16 SECTION 7. BOOKS AND RECORDS..................................................................... 17 SECTION 8. ACCOUNTING YEAR....................................................................... 17 SECTION 9. SEAL.................................................................................. 17 SECTION 10. INDEMNIFICATION...................................................................... 17 10.1 Right to Indemnification.................................................. 17 10.2 Right of Indemnitee to Bring Suit......................................... 18 10.3 Nonexclusivity of Rights.................................................. 18 10.4 Insurance, Contracts and Funding.......................................... 19 10.5 Indemnification of Employees and Agents of the Corporation................ 19 10.6 Persons Serving Other Entities............................................ 19 SECTION 11. AMENDMENTS OR REPEAL................................................................. 19

-iv- BYLAWS OF SURFTECH FINISHES CO. SECTION 1. OFFICES The principal office of the corporation shall be located at the principal place of business or such other place as the Board of Directors ("Board") may designate. The corporation may have such other offices as the Board may designate or as the business of the corporation may require from time to time. SECTION 2. STOCKHOLDERS 2.1 ANNUAL MEETING The annual meeting of the shareholders to elect Directors and transact such other business as may properly come before the meeting shall be held on a date not more than 180 days after the end of the corporation's fiscal year, such date and time to be determined by the Board. 2.2 SPECIAL MEETINGS The Chairman of the Board, the President or the Board may call special meetings of the stockholders for any purpose. Holders of not less than one-tenth of all the outstanding shares of the corporation entitled to vote at the meeting may call special meetings of the stockholders for any purpose by giving written notice to the corporation as specified in subsection 2.4 hereof. 2.3 DATE, TIME AND PLACE OF MEETING Except as otherwise provided in these Bylaws, all meetings of stockholders, including those held pursuant to demand by stockholders, shall be held on such date and at such time and place designated by the Board, by any persons entitled to call a meeting hereunder or in a waiver of notice signed by all the stockholders entitled to notice of the meeting. 2.4 NOTICE OF MEETING 2.4.1 WRITTEN NOTICE Written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given by or at the direction of the Board, the Chairman of the Board, the President, the Secretary or -1- stockholders calling an annual or special meeting of stockholders as provided for herein. Such notice shall be given to each stockholder entitled to vote at the meeting not less than 10 nor more than 60 days before the meeting, except that notice of a meeting to act on a plan of merger or consolidation, or on the sale, lease or exchange of all or substantially all of the corporation's property and assets, including its goodwill and corporate franchises, shall be given not less than 20 nor more than 60 days before such meeting. 2.4.2 DELIVERY OF NOTICE If such notice is mailed, it shall be deemed delivered when deposited in the official government mail properly addressed to the stockholder at such stockholder's address as it appears on the stock records of the corporation with postage prepaid. If the notice is telegraphed, it shall be deemed delivered when the content of the telegram is delivered to the telegraph company. Notice given in any other manner shall be deemed delivered when dispatched to the stockholder's address, telephone number or other number appearing on the stock transfer records of the corporation. 2.4.3 ADJOURNED MEETING If an annual or special meeting of stockholders is adjourned to a different date, time or place, no notice of the new date, time or place is required if they are announced at the meeting before adjournment. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting must be given to each stockholder entitled to vote at the meeting. 2.4.4 SPECIAL MEETING CALLED BY STOCKHOLDERS Upon written request of stockholders in accordance with Section 2.2 of these Bylaws, the stockholders may request that the corporation call a special meeting of stockholders. Within 60 days of such a request, it shall be the duty of the Secretary to give notice of a special meeting of stockholders to be held on such date and at such place and hour as the Secretary may fix, and if the Secretary shall neglect or refuse to issue such notice, the person making the request may do so and may fix the date for such meeting. 2.5 WAIVER OF NOTICE 2.5.1 WAIVER IN WRITING Whenever any notice is required to be given to any stockholder under the provisions of these Bylaws, the Certificate of Incorporation or the General Corporation Law of the State of Delaware, as now or hereafter amended (the "DGCL"), a written waiver of notice, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. -2- 2.5.2 WAIVER BY ATTENDANCE The attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when a stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. 2.6 FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS 2.6.1 MEETINGS For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall be not more than 60 (or the maximum number permitted by applicable law) nor less than 10 days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at the meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. 2.6.2 CONSENT TO CORPORATE ACTION WITHOUT A MEETING 2.6.2.1 RECORD DATE FIXED BY THE BOARD For the purpose of determining stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than 10 days (or the maximum number of days permitted by applicable law) after the date upon which the resolution fixing the record date is adopted by the Board. 2.6.2.2 RECORD DATE NOT FIXED BY THE BOARD If no record date has been fixed by the Board and no prior action by the Board is required by Chapter 1 of the DGCL, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. -3- If no record date has been fixed by the Board and prior action by the Board is required by Chapter 1 of the DGCL, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action. 2.6.3 DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS For the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days (or the maximum number of days permitted by applicable law) prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. 2.7 VOTING LIST At least 10 days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, shall be made, arranged in alphabetical order, with the address of and number of shares held by each stockholder. This list shall be open to examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. This list shall also be produced and kept at such meeting for inspection by any stockholder who is present. 2.8 QUORUM A majority of the outstanding shares of the corporation entitled to vote, present in person or represented by proxy at the meeting, shall constitute a quorum at a meeting of the stockholders; provided, that where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy at the meeting, shall constitute a quorum entitled to take action with respect to that vote on that matter. If less than a majority of the outstanding shares entitled to vote are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. Any business may be transacted at a reconvened meeting that might have been transacted at the meeting as originally called, provided a quorum is present or represented at such meeting. Once a share is represented for any purpose at a meeting other than solely to object to holding the meeting or transacting business, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment (unless a new record date is or must be set for the adjourned meeting) notwithstanding the withdrawal of enough shareholders to leave less than a quorum. -4- 2.9 MANNER OF ACTING 2.9.1 MATTERS OTHER THAN THE ELECTION OF DIRECTORS In all matters other than the election of Directors, if a quorum is present, the affirmative vote of the majority of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number is required by these Bylaws, the Certificate of Incorporation or the DGCL. Where a separate vote by a class or classes is required, if a quorum of such class or classes is present, the affirmative vote of the majority of outstanding shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class or classes. 2.9.2 ELECTION OF DIRECTORS Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of Directors. 2.10 PROXIES 2.10.1 APPOINTMENT Each stockholder entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for such stockholder by proxy. Such authorization may be granted in writing or by electronic transmission as set forth below. (i) AUTHORIZATION IN WRITING. A stockholder may execute a writing authorizing another person or persons to act for such stockholder by proxy. Execution may be accomplished by the stockholder or such stockholder's authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means, including facsimile signature. (ii) AUTHORIZATION BY ELECTRONIC TRANSMISSION. A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the intended holder of the proxy or to a proxy solicitation firm, proxy support service or similar agent duly authorized by the intended proxy holder to receive such transmission; provided, that any such telegram, cablegram or other electronic transmission must either set forth or be accompanied by information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission by which a stockholder has authorized another person to act as proxy for such -5- stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. 2.10.2 DELIVERY TO CORPORATION; DURATION A proxy shall be filed with the Secretary before or at the time of the meeting or the delivery to the corporation of the consent to corporate action in writing. A proxy shall become invalid three years after the date of its execution unless otherwise provided in the proxy. A proxy with respect to a specified meeting shall entitle the holder thereof to vote at any reconvened meeting following adjournment of such meeting but shall not be valid after the final adjournment thereof. 2.11 VOTING OF SHARES Each outstanding share entitled to vote with respect to the subject matter of an issue submitted to a meeting of stockholders shall be entitled to one vote upon each such issue. 2.12 VOTING FOR DIRECTORS Each stockholder entitled to vote at an election of Directors may vote, in person or by proxy, the number of shares owned by such stockholder for as many persons as there are Directors to be elected and for whose election such stockholder has a right to vote, or if the Certificate of Incorporation provides for cumulative voting, each stockholder may cumulate his or her votes by distributing among one or more candidates as many votes as are equal to the number of such Directors multiplied by the number of his or her shares. 2.13 ACTION BY STOCKHOLDERS WITHOUT A MEETING 2.13.1 CONSENT ACTION BY WRITTEN CONSENT OF STOCKHOLDERS Any action which could be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be (a) signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted (as determined in accordance with subsection 2.6.2 hereof), and (b) delivered to the corporation. 2.13.2 DELIVERY OF CONSENT TO CORPORATION An executed consent may be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the records of proceedings of meetings of stockholders. -6- Delivery made to the corporation's registered office shall be by hand or by certified mail or registered mail, return receipt requested. 2.13.3 EFFECTIVENESS OF CONSENT TO TAKE CORPORATE ACTION Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless written consents signed by the requisite number of stockholders entitled to vote with respect to the subject matter thereof are delivered to the corporation, in the manner required by this Section 2, within 60 days (or the maximum number of days permitted by applicable law) of the earliest dated consent delivered to the corporation in the manner required by this Section 2. The validity of any consent executed by a proxy for a stockholder pursuant to a telegram, cablegram or other means of electronic transmission transmitted to such proxy holder by or upon the authorization of the stockholder shall be determined by or at the direction of the Secretary. A written record of the information upon which the person making such determination relied shall be made and kept in the records of the proceedings of the stockholders. Any such consent shall be inserted in the minute book as if it were the minutes of a meeting of the stockholders. 2.13.4 ACTION TAKEN BY LESS THAN UNANIMOUS CONSENT Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders or members to take the action were delivered to the corporation as provided by the DGCL. SECTION 3. BOARD OF DIRECTORS 3.1 GENERAL POWERS The business and affairs of the corporation shall be managed by or under the direction of the Board. 3.2 NUMBER AND TENURE The Board shall be composed of not less than one nor more than eight Directors, the specific number to be set by resolution of the Board. The number of Directors may be changed from time to time by amendment to these Bylaws, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Unless a Director resigns or is removed, his or her term of office shall expire at the next annual meeting of stockholders; provided, however, that a Director shall continue to serve until his or her successor is elected or until there is a decrease in the authorized number of Directors. -7- Directors need not be stockholders of the corporation or residents of the State of Delaware and need not meet any other qualifications. 3.3 ANNUAL AND REGULAR MEETINGS An annual Board meeting shall be held without notice immediately after and at the same place as the annual meeting of stockholders. By resolution, the Board, or any committee designated by the Board, may specify the time and place for holding regular meetings without notice other than such resolution. 3.4 SPECIAL MEETINGS Special meetings of the Board or any committee designated by the Board may be called by or at the request of the Chairman of the Board, the President, the Secretary or, in the case of special Board meetings, any one Director and, in the case of any special meeting of any committee appointed by the Board, by its Chairman. The person or persons authorized to call special meetings may fix any place for holding any special Board or committee meeting called by them. 3.5 MEETINGS BY COMMUNICATION EQUIPMENT Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting. 3.6 NOTICE OF SPECIAL MEETINGS Notice of a special Board or committee meeting stating the place, day and hour of the meeting shall be given to a Director in writing or orally. Neither the business to be transacted at nor the purpose of any special meeting need be specified in the notice of such meeting. 3.6.1 PERSONAL DELIVERY If notice is given by personal delivery, the notice shall be delivered to a Director at least two days before the meeting. 3.6.2 DELIVERY BY MAIL If notice is delivered by mail, the notice shall be deposited in the official government mail at least five days before the meeting, properly addressed to a Director at his or her address shown on the records of the corporation, with postage thereon prepaid. -8- 3.6.3 DELIVERY BY PRIVATE CARRIER If notice is given by private carrier, the notice shall be dispatched to a Director at his or her address shown on the records of the corporation at least three days before the meeting. 3.6.4 FACSIMILE NOTICE If notice is delivered by wire or wireless equipment that transmits a facsimile of the notice, the notice shall be dispatched at least two days before the meeting to a Director at his or her telephone number or other number appearing on the records of the corporation. 3.6.5 DELIVERY BY TELEGRAPH If notice is delivered by telegraph, the notice shall be delivered to the telegraph company for delivery to a Director at his or her address shown on the records of the corporation at least three days before the meeting. 3.6.6 ORAL NOTICE If notice is delivered orally, by telephone or in person, the notice shall be personally given to the Director at least two days before the meeting. 3.7 WAIVER OF NOTICE 3.7.1 IN WRITING Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Certificate of Incorporation or the DGCL, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the date and time of the meeting, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board or any committee appointed by the Board need be specified in the waiver of notice of such meeting. 3.7.2 BY ATTENDANCE The attendance of a Director at a Board or committee meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. 3.8 QUORUM A majority of the total number of Directors fixed by or in the manner provided in these Bylaws shall constitute a quorum for the transaction of business at any Board meeting. -9- If less than a majority are present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. 3.9 MANNER OF ACTING The act of the majority of the Directors present at a Board or committee meeting at which there is a quorum shall be the act of the Board or committee, unless the vote of a greater number is required by these Bylaws, the Certificate of Incorporation or the DGCL. 3.10 PRESUMPTION OF ASSENT A Director of the corporation who is present at a Board or committee meeting at which any action is taken shall be deemed to have assented to the action taken unless (a) the Director objects at the beginning of the meeting, or promptly upon the Director's arrival, to holding the meeting or transacting any business at such meeting, (b) the Director's dissent or abstention from the action taken is entered in the minutes of the meeting, or (c) the Director delivers written notice of the Director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation within a reasonable time after adjournment of the meeting. The right of dissent or abstention is not available to a Director who votes in favor of the action taken. 3.11 ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING Any action that could be taken at a meeting of the Board or of any committee designated by the Board may be taken without a meeting if one or more written consents setting forth the action so taken are signed by each of the Directors or by each committee member and delivered to the corporation. Action taken by written consent of Directors without a meeting is effective when the last Director signs the consent. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board or a committee meeting. 3.12 RESIGNATION Any Director may resign from the Board or any committee of the Board at any time by delivering written notice to the Chairman of the Board, the President, the Secretary or the Board. Any such resignation is effective upon delivery thereof unless the notice of resignation specifies a later effective date and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. -10- 3.13 REMOVAL 3.13.1 IN GENERAL At a meeting of stockholders called expressly for that purpose, one or more members of the Board (including the entire Board) may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote on the election of Directors. 3.13.2 CUMULATIVE VOTING If the Certificate of Incorporation provides for cumulative voting in the election of Directors and if less than the entire Board is to be removed, no Director may be removed without cause if the votes cast against his or her removal would be sufficient to elect such Director if then cumulatively voted at an election of the entire Board. 3.14 VACANCIES Any vacancy occurring on the Board may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board. 3.15 COMMITTEES 3.15.1 CREATION AND AUTHORITY OF COMMITTEES The Board may designate standing or temporary committees, each committee to consist of one or more Directors of the corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board establishing such committee or as otherwise provided in these Bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that require it, but no such committee shall have the power or authority in reference to (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval or (b) amending these Bylaws. -11- 3.15.2 MINUTES OF MEETINGS All committees so designated shall keep regular minutes of their meetings and shall cause them to be recorded in books kept for that purpose. 3.15.3 QUORUM AND MANNER OF ACTING A majority of the number of Directors composing any committee of the Board, as established and fixed by resolution of the Board, shall constitute a quorum for the transaction of business at any meeting of such committee but, if less than a majority are present at a meeting, a majority of such Directors present may adjourn the meeting from time to time without further notice. The act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of such committee. 3.15.4 RESIGNATION Any member of any committee may resign at any time by delivering written notice to the Chairman of the Board, the President, the Secretary, the Board or the Chairman of such committee. Any such resignation shall take effect at the time specified therein or, if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 3.15.5 REMOVAL The Board may remove from office any member of any committee elected or appointed by the Board. 3.16 COMPENSATION By Board resolution, Directors and committee members may be paid their expenses, if any, of attendance at each Board or committee meeting, a fixed sum for attendance at each Board or committee meeting or a stated salary as Director or a committee member, or a combination of the foregoing. No such payment shall preclude any Director or committee member from serving the corporation in any other capacity and receiving compensation therefor. SECTION 4. OFFICERS 4.1 NUMBER The officers of the corporation shall be those officers elected from time to time by the Board or appointed by any other officer empowered to do so. The Board shall have sole power and authority to elect executive officers. As used in these Bylaws, the term "executive officer" shall mean the President, any Vice President in charge of a principal business unit, division or function or any other officer who performs a policy-making function. The Board -12- or the President may elect or appoint such officers and assistant officers to hold office for such period, have such authority and perform such duties as may be prescribed. The Board may delegate to any other officer the power to appoint any subordinate officers and to prescribe their respective terms of office, authority and duties. Any two or more offices may be held by the same person. Unless an officer dies, resigns or is removed from office, he or she shall hold off until his or her successor is elected. 4.2 RESIGNATION Any officer may resign at any time by delivering written notice to the Chairman of the Board, the President, a Vice President, the Secretary or the Board. Any such resignation shall take effect at the time specified therein or, if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 4.4 REMOVAL Any officer may be removed by the Board at any time, with or without cause. An officer or assistant officer, if appointed by another officer, may be removed by any officer authorized to appoint officers or assistant officers. 4.5 VACANCIES A vacancy in any office because of death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board or by any officer granted authority by these Bylaws to appoint a person to such office. 4.6 CHAIRMAN OF THE BOARD If elected, the Chairman of the Board shall perform such duties as shall be assigned to him or her by the Board from time to time, and shall preside over meetings of the Board and stockholders unless another officer is appointed or designated by the Board as Chairman of such meetings. 4.7 PRESIDENT The President shall be the chief executive officer of the corporation unless some other officer is so designated by the Board, shall preside over meetings of the Board and stockholders in the absence of a Chairman of the Board and, subject to the Board's control, shall supervise and control all the assets, business and affairs of the corporation. In general, the President shall perform all duties incident to the office of President and such other duties as are prescribed by the Board from time to time. If no Secretary has been elected or appointed, the President shall have responsibility for the preparation of minutes of meetings of the Board and stockholders and for authentication of the records of the corporation. -13- 4.8 VICE PRESIDENT In the event of the death of the President or his or her inability to act, the Vice President (or if there is more than one Vice President, the Vice President who was designated by the Board as the successor to the President, or if no Vice President is so designated, the Vice President first elected to such office) shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or by or at the direction of the Board. 4.9 SECRETARY If elected or appointed, the Secretary shall be responsible for preparation of minutes of meetings of the Board and stockholders, maintenance of the corporation's records and stock registers, and authentication of the corporation's records and shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by or at the direction of the Board. In the absence of the Secretary, an Assistant Secretary may perform the duties of the Secretary. 4.10 TREASURER If elected or appointed, the Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws, sign certificates for shares of the corporation, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by or at the direction of the Board. In the absence of the Treasurer, an Assistant Treasurer may perform the duties of the Treasurer. 4.11 SALARIES The salaries of the officers shall be fixed from time to time by the Board or by any person or persons to whom the Board has delegated such authority. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the corporation. SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS 5.1 CONTRACTS The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. -14- 5.2 LOANS TO THE CORPORATION No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances. 5.3 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, or agent or agents, of the corporation and in such manner as is from time to time determined by resolution of the Board. 5.4 DEPOSITS All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board may select. SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER 6.1 ISSUANCE OF SHARES No shares of the corporation shall be issued unless authorized by the Board, which authorization shall include the maximum number of shares to be issued and the consideration to be received for each share. 6.2 CERTIFICATES FOR SHARES Certificates representing shares of the corporation shall be signed by the Chairman of the Board or a Vice Chairman of the Board, if any, or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, any of whose signatures may be a facsimile. The Board may in its discretion appoint responsible banks or trust companies from time to time to act as transfer agents and registrars of the stock of the corporation; and, when such appointments shall have been made, no stock certificate shall be valid until countersigned by one of such transfer agents and registered by one of such registrars. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person was such officer, transfer agent or registrar at the date of issue. All certificates shall include on their face written notice of any restrictions that may be imposed on the transferability of such shares and shall be consecutively numbered or otherwise identified. -15- 6.3 STOCK RECORDS The stock transfer books shall be kept at the principal place of business of the corporation or at the office of the corporation's transfer agent or registrar. The name and address of each person to whom certificates for shares are issued, together with the class and number of shares represented by each such certificate and the date of issue thereof, shall be entered on the stock transfer books of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. 6.4 RESTRICTION ON TRANSFER Except to the extent that the corporation has obtained an opinion of counsel acceptable to the corporation that transfer restrictions are not required under applicable securities laws, or has otherwise satisfied itself that such transfer restrictions are not required, all certificates representing shares of the corporation shall bear a legend on the face of the certificate, or on the reverse of the certificate if a reference to the legend is contained on the face, that reads substantially as follows: The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or applicable state securities laws, and no interest may be sold, distributed, assigned, offered, pledged or otherwise transferred unless (a) there is an effective registration statement under the Act and applicable state securities laws covering any such transaction involving said securities, (b) this corporation receives an opinion of legal counsel for the holder of these securities satisfactory to this corporation stating that such transaction is exempt from registration, or (c) this corporation otherwise satisfies itself that such transaction is exempt from registration. 6.5 TRANSFER OF SHARES The transfer of shares of the corporation shall be made only on the stock transfer books of the corporation pursuant to authorization or document of transfer made by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificates for a like number of shares shall have been surrendered and canceled. 6.6 LOST OR DESTROYED CERTIFICATES In the case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board may prescribe. -16- SECTION 7. BOOKS AND RECORDS The corporation shall keep correct and complete books and records of account, stock transfer books, minutes of the proceedings of its stockholders and Board and such other records as may be necessary or advisable. SECTION 8. ACCOUNTING YEAR The accounting year of the corporation shall be the calendar year, provided that if a different accounting year is at any time selected for purposes of federal income taxes or any other purpose, the accounting year shall be the year so selected. SECTION 9. SEAL The seal of the corporation, if any, shall consist of the name of the corporation, the state of its incorporation and the year of its incorporation. SECTION 10. INDEMNIFICATION 10.1 RIGHT TO INDEMNIFICATION Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a Director or officer of the corporation or that, being or having been such a Director or officer or an employee of the corporation, he or she is or was serving at the request of the corporation as a Director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as such a Director, officer, employee or agent or in any other capacity while serving as such a Director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the full extent permitted by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than permitted prior thereto), or by other applicable law as then in effect, against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators; provided, however, that except as provided in subsection 10.2 hereof with respect to proceedings seeking to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or ratified by the Board. The right to indemnification conferred in -17- this subsection 10.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that if the DGCL requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a Director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this subsection 10.1 or otherwise. 10.2 RIGHT OF INDEMNITEE TO BRING SUIT If a claim under subsection 10.1 hereof is not paid in full by the corporation within 60 days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. The indemnitee shall be presumed to be entitled to indemnification under this Section 10 upon submission of a written claim (and, in an action brought to enforce a claim for an advancement of expenses, where the required undertaking, if any is required, has been tendered to the corporation), and thereafter the corporation shall have the burden of proof to overcome the presumption that the indemnitee is not so entitled. Neither the failure of the corporation (including its Board, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances nor an actual determination by the corporation (including its Board, independent legal counsel or its stockholders) that the indemnitee is not entitled to indemnification shall be a defense to the suit or create a presumption that the indemnitee is not so entitled. 10.3 NONEXCLUSIVITY OF RIGHTS The rights to indemnification and to the advancement of expenses conferred in this Section 10 shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, agreement, vote of stockholders or disinterested Directors, provisions of the Certificate of Incorporation or these Bylaws or otherwise. Notwithstanding any amendment to or repeal of this Section 10, any indemnitee shall be entitled to indemnification in accordance with the provisions hereof with respect to any acts or omissions of such indemnitee occurring prior to such amendment or repeal. -18- 10.4 INSURANCE, CONTRACTS AND FUNDING The corporation may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL. The corporation, without further stockholder approval, may enter into contracts with any Director, officer, employee or agent in furtherance of the provisions of this Section 10 and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Section 10. 10.5 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION The corporation may, by action of the Board, grant rights to indemnification and advancement of expenses to employees or agents or groups of employees or agents of the corporation with the same scope and effect as the provisions of this Section 10 with respect to the indemnification and advancement of expenses of Directors and officers of the corporation; provided, however, that an undertaking shall be made by an employee or agent only if required by the Board. 10.6 PERSONS SERVING OTHER ENTITIES Any person who is or was a Director, officer or employee of the corporation who is or was serving (a) as a Director or officer of another corporation of which a majority of the shares entitled to vote in the election of its Directors is held by the corporation or (b) in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the corporation or a wholly owned subsidiary of the corporation is a general partner or has a majority ownership shall be deemed to be so serving at the request of the corporation and entitled to indemnification and advancement of expenses under subsection 10.1 hereof. SECTION 11. AMENDMENTS OR REPEAL These Bylaws may be amended or repealed and new Bylaws may be adopted by the Board. The stockholders may also amend and repeal these Bylaws or adopt new Bylaws. All Bylaws made by the Board may be amended or repealed by the stockholders. Notwithstanding any amendment to Section 10 hereof or repeal of these Bylaws, or of any amendment or repeal of any of the procedures that may be established by the Board pursuant to Section 10 hereof, any indemnitee shall be entitled to indemnification in accordance with the provisions hereof and thereof with respect to any acts or omissions of such indemnitee occurring prior to such amendment or repeal. -19- EX-3.55 55 v92967a1exv3w55.txt EXHIBIT 3.55 EXHIBIT 3.55 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF W.A. WHITNEY CORP. * * * * * ARTICLE I. NAME (Restated) The name of the corporation is W.A. WHITNEY CORP. ARTICLE II. REGISTERED AGENT AND REGISTERED OFFICE (Restated) The name and address of its registered agent and its registered office in the State of Illinois are C T Corporation System, 208 S. LaSalle Street, Chicago, Illinois 60604. ARTICLE III. PURPOSE (Amended) The purpose for which the corporation is organized is the transaction of any and all lawful business for which corporations may be incorporated under the Illinois Business Corporation Act. ARTICLE IV. AUTHORIZED SHARES RESTATED Paragraph l: The aggregate number of shares which the corporation is authorized to issue is 30,000 divided into two classes. The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value, are as follows:
Number of Par Value Shares Per Share ~~Common 20,000 Without par value Preferred 10,000 $100.00~~
Paragraph 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are: Each holder of either common or preferred stock is entitled to one vote for each share of such stock standing in his name on the books of the corporation. The holders of preferred shares shall be entitled to receive dividends thereon at the rate of six per cent per annum and no more, payable out of surplus or net profits of the corporation, quarterly, half-yearly or yearly, as and when declared by the board of directors, before any dividend shall be declared, set apart for, or paid upon the common shares of the corporation. The dividends on the preferred stock shall be cumulative, so that if the corporation fails in any fiscal year to pay such dividends on all of the issued and outstanding preferred stock, such deficiency in the dividends shall be fully paid, but without interest, before any dividends shall be paid on or set apart for the common shares. Subject to the foregoing provisions, the preferred stock shall not be entitled to participate in any other or additional surplus or net profits of the corporation. In the event of the dissolution or liquidation of the corporation, or a sale of all its assets, whether voluntary or involuntary, or in event of its insolvency or upon any distribution of its capita, there shall be paid to the holders of the preferred stock its par value of $100 per share plus the amount of all unpaid accrued dividends thereon, without interest before any sum shall be paid to or any assets distributed among the holders of the common shares. After such payment to the holders of the preferred stock, the remaining assets and funds of the corporation shall be divided among and paid to the holders of the common shares in proportion to the respective holdings of such shares. ARTICLE V. ISSUED SHARES AND PAID-IN CAPITAL RESTATED The total number of shares of common stock currently issued and outstanding is 7,319 and the total number of shares of preferred stock currently issued and outstanding is 8,269. The amount of paid-in capital with respect to such shares is $835,936. ARTICLE VI. CUMULATIVE VOTING (New) The right to cumulate votes in the election of directors shall not exist with respect to shares of stock of this corporation. -2- ARTICLE VII. PREEMPTIVE RIGHTS (New) No preemptive rights shall exist with respect to shares of stock or securities convertible into shares of stock of this corporation. ARTICLE VIII. DIRECTORS (New) The business and affairs of the corporation shall be managed by or under the direction of the board of directors. ARTICLE IX. BYLAWS (New) In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the bylaws of the corporation. ARTICLE X. AMENDMENT (New) The corporation reserves the right to amend, alter, change or repeal any provision contained in these articles of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation. Dated: February 10, 1989 /s/ Theodore F. Brolund --------------------------------------- Theodore F. Brolund, President Attest: /s/ R. W. Stevenson ----------------------------- Robert W. Stevenson, Secretary -3- JIM EDGAR Secretary of State State of Illinois Submit in Duplicate Remit payment in Check or Money Order, payable to "Secretary of State": DO NOT SEND CASH! ARTICLES OF AMENDMENT Pursuant to the provisions of "The Business Corporation Act of 1983", the undersigned corporation hereby adopts these Articles of Amendment to its Articles of Incorporation. ARTICLE ONE The name of the corporation is W.A. WHITNEY CORP. (Note 1) ARTICLE TWO The following amendment of the Articles of Incorporation was adopted on March 6th, 1991 in the manner indicated below. ("X" one box only.) [ ] By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected; or by a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment; (Note 2) [X] By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment; (Note 3) [ ] By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment; (Note 4) [ ] By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10; (Note 4) [ ] By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors have been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment. (Note 4) (INSERT AMENDMENT) (Any article being amended is required to be set forth in its entirety.) (Suggested language for an amendment to change the corporate name is: RESOLVED, that the Articles of Incorporation be amended to read as follows:) RESOLVED: That Article I of the Articles of Incorporation be amended to read as follows: ARTICLE I. NAME The name of the corporation is W. A. WHITNEY CO. - ------------------------------------------------------------------------------- (NEW NAME) All changes other than name, include on page 2 (over) Page 2 Resolution ARTICLE THREE The manner in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert "No change") No change. ARTICLE FOUR (a) The manner in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert "No change") No change. (b) the amount of paid-in capital (Paid in Capital replaces the terms Stated Capital and Paid in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert "No change") No change.
Before Amendment After Amendment ~~Paid-in Capital $--------------- $---------------~~
(Complete either Item 1 or 2 below) (1) The undersigned corporation has caused these articles to be signed by its duly authorized officers, each of whom affirm, under penalties of perjury, that the facts stated herein are true. Dated 3 - 6 , 1991 W. A. WHITNEY CORP. ------------------ --------------------------------- (Exact Name of Corporation) attested by /s/ R. W. Stevenson by /s/ Theodore F. Brolund --------------------------- ----------------------------- (Signature of Secretary or (Signature of President or Assistant Secretary) Vice President) Robert W. Stevenson Theodore F. Brolund Secretary President ------------------------------- -------------------------------- (Type or Print Name and Title) (Type or Print Name and Title) (2) If amendment is authorized by the incorporators, the incorporators must sign below. OR If amendment is authorized by the directors and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below. The undersigned affirms, under penalties of perjury, that the facts stated herein are true. Dated , 19 ---------------------- ---- - ------------------------------------- ------------------------------------- - ------------------------------------- ------------------------------------- - ------------------------------------- ------------------------------------- - ------------------------------------- ------------------------------------- EX-3.56 56 v92967a1exv3w56.txt EXHIBIT 3.56 EXHIBIT 3.56 BYLAWS OF W.A. WHITNEY CO. . . . W.A. WHITNEY CO. FEBRUARY 10, 1989 BYLAWS AMENDMENTS
DATE OF AMENDMENT SECTION EFFECT OF AMENDMENT November 4, 1998. Article III, Section 2 Board shall be composed of not less than Stockholder Action one nor more than five Directors, the specific number to be set by resolution of the Board or the stockholders.
BYLAWS OF W.A. WHITNEY CO. ARTICLE I - OFFICES Section 1. Registered Office. The registered office of W.A. WHITNEY CO. (hereinafter called the Corporation) in the State of Illinois shall be at 208 South LaSalle Street, Chicago, Illinois, and the registered agent in charge thereof shall be C T Corporation System. Section 2. Other Offices. The Corporation may also have an office or offices at other place or places within or without the State of Illinois as may be fixed from time to time by the Board of Directors. ARTICLE II - SHAREHOLDERS Section 1. Annual Meeting. The annual meeting of the shareholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held on the last Wednesday of February if not a legal holiday, and if a legal holiday, then on the day following, or such other date as may be set by resolution of the Board of Directors (hereinafter called "the Board") at such place and hour as shall be fixed by the Board and designated in the notice or waiver of notice thereof; except that no annual meeting need be held if all actions, including the election of directors, required by the Illinois Business Corporation Act to be taken at a shareholders' annual meeting are taken by written consent in lieu of meeting pursuant to Section 4 of this Article. Section 2. Special Meetings. A special meeting of the shareholders for any purpose or purposes may be called by the Board, the President or the Secretary of the Corporation or the record holders of at least a majority of the shares of common stock of the Corporation issued and outstanding, to be held at such place, date and hour as shall be designated in the notice or waiver of notice thereof. Section 3. Notice of Meetings. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each shareholder entitled to vote at such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the records of the Corporation. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. Section 4. Shareholders' Consent in Lieu of Meeting. Any action required by the Illinois Business Corporation Act to be taken at any annual or special meeting of the shareholders of the Corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the shareholders. Section 5. Quorum. A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of less than one-third of shares entitled to vote at the meeting. -2- ARTICLE III - BOARD OF DIRECTORS Section 1. General Powers. The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Articles of Incorporation directed or required to be exercised or done by the shareholders. Section 2. Number and Term of Office. The number of directors shall be one or such other number as shall be fixed by time to time by the Board. Each director shall hold office until his successor is elected and qualified, or until his earlier death or resignation or removal in the manner hereinafter provided. Section 3. Resignation. Any director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 4. Removal. Any director or the entire Board may be removed, with or without cause, at any time by vote of the holders of a majority of the shares then entitled to vote at an election of directors, or by written consent of the shareholders pursuant to Section 4 of Article II hereof. Section 5. Vacancies. If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect such new directors for the balance of a term and until their successors are elected and qualified. Section 6. Annual Meetings. As soon as practicable after each annual election of directors, the Board shall meet for the purpose of organization and the transaction of other business, unless it shall have transacted all such business by written consent pursuant to Section 11 of this Article. -3- Section 7. Special Meetings. Special meetings of the Board of Directors may be called by one-third of the directors then in office (rounded up to the nearest whole number) or by the President and shall be held at such place, on such date, and at such time as they or he shall fix. Notice of the place, date and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five days before the meeting or by telegraphing the same not less than twenty-four hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. Section 8. Notice/Waiver of Notice. The Secretary shall give notice to each director of each meeting, including the time, place and purpose of such meeting. Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least two days before the day on which such meeting is to be held, or shall be sent to him at such place by telegraph, cable, wireless or other form of recorded communication, or be delivered personally or by telephone not later than the day before the day on which such meeting is to be held, but notice need not be given to any director who shall attend such meeting. A written waiver of notice, signed by the person entitled thereto, whether before or after the time of the meeting stated therein, shall be deemed equivalent to notice. Section 9. Place of Meeting. The Board may hold its meetings at such place or places, either within or without the State of Illinois, as the Board may from time to time determine, or as shall be designated in the respective notices or waivers of notice thereof. Section 10. Quorum and Manner of Acting. One-third of the total number of directors then in office (but not less than two if the number of directors is greater than one) shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting. The vote of a majority of those directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board, except as otherwise expressly required by law or these Bylaws. In the absence of a quorum for any such meeting, a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present. -4- Section 11. Directors' Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, without prior notice and without a vote, if a consent thereto in writing, setting forth the action so taken, shall be signed by all the directors and such consent is filed with the minutes of the proceedings of the Board. Section 12. Action by Means of Conference Telephone or Similar Communications Equipment. Any one or more members of the Board, or of any committee designated by the Board, may participate in a meeting of the Board or any such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. ARTICLE IV - OFFICERS Section 1. Generally. The officers of the Corporation shall consist of a President, one or more Vice-Presidents, a Secretary and Treasurer. The Board may also designate such other officers, assistant officers and agents as it may, from time to time, deem necessary and desirable. Any two or more offices may be held by the same person. Section 2. Authority and Duties. All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws or, to the extent not so provided, as may be delegated by the Board. Section 3. Term of Office. All officers shall be elected or appointed by the Board and shall hold office for such term as may be prescribed by the Board. Each officer shall hold office until his successor has been elected or appointed and qualified or his earlier death or resignation or removal in the manner hereinafter provided. The Board may require any officer to give security by bond or otherwise for the faithful performance of his duties. -5- Section 4. Resignation. Any officer may resign at any time by giving written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time when it shall become effective is not specified therein, at the time it is accepted by action of the Board. Except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective. Section 5. Removal. All officers and agents elected or appointed by the Board shall be subject to removal at any time by the Board or by the shareholders of the Corporation with or without cause. Section 6. Vacancies. If the office of President, Secretary or Treasurer becomes vacant for any reason, the Board shall fill such vacancy, and if any other office becomes vacant, the Board may fill such vacancy. Any officer so appointed or elected by the Board shall serve only until such time as the unexpired term of his predecessor shall have expired unless reelected or reappointed by the Board. Section 7. President. The President shall be the principal operating and administrative officer of the corporation. He shall have general control and management of the business affairs and policies of the corporation and shall be generally responsible for the proper conduct of the business of the corporation. He shall possess power to sign all certificates, contracts and other instruments of the corporation. He shall preside at all meetings of the shareholders and of the Board. In general, he shall perform all such other duties as are incident to the office of President or are from time to time assigned to him by the Board. Section 8. Vice-President. The Vice-President, or if there be more than one, the Vice-Presidents, in the order as determined by the Board, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall generally assist the President and perform such other duties as the Board shall prescribe. Section 9. Secretary. The Secretary shall, to the extent practicable, attend all meetings of the Board and all meetings of the shareholders -6- and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for any standing committees (if any) when required. He shall give, or cause to be given, notice of all meetings of the shareholders and of the Board, and shall perform such other duties as may be prescribed by the Board, under whose supervision he shall act. He shall keep in safe custody the seal of the Corporation and affix the same to any duly authorized instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer or an Assistant Treasurer. He shall keep in safe custody the certificate books and stockholder records and such other books and records as the Board may direct and shall perform all other duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board. Section 10. Treasurer. The Treasurer shall have the care and custody of the corporate funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all money and other valuable effect in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation, and, in general, perform all the duties incident to the office of Treasurer and much other duties as from time to time may be assigned to him by the Board. ARTICLE V - SHARES Section 1. Certificates for Shares. Each shareholder shall be entitled to a certificate signed by, or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or a Vice-President, and by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him. Any or all of the signatures on the certificate may be facsimile. Certificates shall be issued in consecutive order and shall be numbered in order of their issue. Section 2. Record. A record (herein called the stock record) in one or more counterparts shall be kept of the name of the person, firm or corporation owning the shares represented by each certificate for -7- stock of the Corporation issued, the number of shares represented by each such certificate, the date thereof and, in the case of cancellation, the date of cancellation. Except as otherwise expressly required by law, the person in whose name shares of stock stand on the stock record of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Section 3. Transfer and Registration of Stock. The transfer of stock and certificates of stock which represent the stock of the Corporation shall be governed by Article 8 of the Uniform Commercial Code, as amended from time to time. Transfers of shares of the Corporation shall be made only upon the books of the Corporation upon request of the registered holder thereof, or of his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and upon the surrender of the certificate or certificates for such shares properly endorsed or accompanied by a stock power duly executed. Section 4. Record Date. In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty or less than ten days before the date of such meeting, nor more than sixty days prior to any other action, unless otherwise provided by law. A determination of shareholders entitled to notice of or to vote at a meeting of the shareholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. Section 5. Lost, Stolen or Destroyed Certificates. In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity. -8- Section 6. Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board may establish. ARTICLE VI - MISCELLANEOUS Section 1. Notices. Except as otherwise specifically provided herein or required by law, all notices required to be given to any shareholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by prepaid telegram or mailgram. Any such notice shall be addressed to such shareholder, director, officer, employee or agent at his last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails or by telegram or mailgram, shall be the time of the giving of the notice. Section 2. Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board or a committee thereof. Section 3. Corporate Seal. The Board may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer. Section 4. Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board, and each officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation, including reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care. -9- Section 5. Fiscal Year. The fiscal year of the Corporation shall be as fixed by the Board. Section 6. Time Periods. In applying any provision of these Bylaws which requires that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included. Section 7. Proxies. The Board shall designate officers of the Corporation who shall have authority from time to time to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation, and to vote or consent in respect of such stock or securities. Such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights, and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise its said powers and rights. ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 1. Indemnification of Officers and Directors. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or an officer of the Corporation, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the fullest extent and in the manner set forth in and permitted by the Illinois Business Corporation Act, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled apart from the foregoing provisions. The foregoing provisions of this Section 1 shall be deemed to be a contract between the Corporation and each director and officer who serves in such capacity at any time while this Article VII and the relevant -10- provisions of the Illinois Business Corporation Act and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. Section 2. Indemnification of other Persons. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the extent and in the manner set forth in and permitted by the Illinois Business Corporation Act, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which any such person may be entitled apart from the foregoing provisions. Section 3. Insurance. The Corporation shall have power to maintain insurance, at its expense, to protect itself and any such director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article VII of these Bylaws or the Illinois Business Corporation Act or any other provision of law. ARTICLE VIII - AMENDMENTS These Bylaws may be amended or repealed by the Board at any meeting or by the shareholders at any meeting. Adopted by resolution of the Corporation's Sole Shareholder and Board of Directors on February 10, 1989. /s/ R. W. STEVENSON ----------------------------- Secretary - 11 - EX-3.57 57 v92967a1exv3w57.txt EXHIBIT 3.57 EXHIBIT 3.57 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AVISTA, INCORPORATED The following Amended and Restated Articles of Incorporation, duly adopted pursuant to the authority and provisions of the Wisconsin Business Corporation Law (Chapter 180 of the Wisconsin Statutes), supersede and take the place of the existing Articles of Incorporation and all amendments thereto. ARTICLE 1 NAME The name of the Corporation is AVISTA, INCORPORATED. ARTICLE 2 PURPOSES AND POWERS SECTION 2.1 PURPOSES. The purposes for which the Corporation is formed are to engage in any lawful activity within the purposes for which corporations may be organized under the Wisconsin Business Corporation Law. SECTION 2.2 POWERS. The Corporation has, exercises and enjoys all the general rights, privileges and powers granted to corporations under the Wisconsin Business Corporation Law. ARTICLE 3 SHARES OF STOCK SECTION 3.1 NUMBER. The aggregate number of shares that the Corporation has authority to issue is twenty thousand (20,000). SECTION 3.2 CLASS. The Corporation's authorized shares consist of one class only and are all designated as common stock. Each share of common stock has a par value of $.01. ARTICLE 4 REGISTERED OFFICE AND REGISTERED AGENT The Corporation's registered agent is James T. Schneller, Jr. The street address of the registered office is 1575 U.S. Highway 151 East, Platteville, Wisconsin, 53818. ARTICLE 5 AMENDMENT The Articles of Incorporation of the Corporation may be amended in the manner authorized by law at the time of the amendment. ARTICLE 6 CERTIFICATION The undersigned officer of Avista, Incorporated, a Wisconsin corporation, with its principal office in Grant County, Wisconsin, certifies that the foregoing Amended and Restated Articles of Incorporation of the Corporation contain one or more amendments to the Articles of Incorporation and that said amendments were adopted as of November 20, 2003, in accordance with Section 180.1003, Wis. Stats., by the board of directors and shareholders of the Corporation. IN WITNESS WHEREOF, the undersigned officer executes these Amended and Restated Articles of Incorporation on this 20th day of November, 2003. AVISTA, INCORPORATED By: /s/ James T. Schneller, Jr. ------------------------------------ James T. Schneller, Jr., President This document was drafted by and should be returned to: Thomas A. Hoffner LaFollette Godfrey & Kahn P.O. Box 2719 Madison, WI 53701-2719 (608) 257-3911 2 EX-3.58 58 v92967a1exv3w58.txt EXHIBIT 3.58 EXHIBIT 3.58 BY-LAWS OF AVISTA, INCORPORATED AMENDMENT TO BY-LAWS OF AVISTA, INCORPORATED (f/k/a INSIGHT INFORMATION, INC.) Pursuant to a resolution approved by the Board of Directors and Shareholders of Avista, Incorporated (the "Company") by unanimous written consent effective as of November 20, 2003, the following amendments to the Company's By-Laws were approved: 1. Change the Company name on the By-Laws to "Avista, Incorporated" to match the Company's Articles of Incorporation. 2. Amend the first sentence of Section 3.2 Number, Tenure and Qualifications to state that the number of directors shall be three (3). 3. Delete Section 5.2 Restrictions on Transfers in its entirety. 4. Delete Section 5.5 (first Section 5.5) Intent, regarding the shareholders being employees, in its entirety. BY-LAWS OF AVISTA, INCORPORATED ARTICLE I. OFFICES The principal office of the corporation will be in the City of Platteville, County of Grant, State of Wisconsin. The corporation may also have offices at other such places within or without the State of Wisconsin as the board may from time to time determine or the business of the corporation may require. ARTICLE II. SHAREHOLDERS Section 2.1 Annual Meeting The annual meeting of the shareholders shall be held on the first Monday of March of each year, commencing at 6:00 o'clock p.m. for the purpose of electing directors and for the transaction of such business as may come before the meeting. In the event of failure to hold the annual meeting of shareholders in any year on the date herein provided, a subsequent meeting may be held in lieu thereof as a deferred annual meeting, and any election held or business done at such subsequent meeting shall be as valid and effectual as if had been done at a meeting duly held as an annual meeting on the date herein provided. Section 2.2 Special meetings Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by Statute, may be called by the President or the Board of Directors, and shall be called by the President or the Secretary at the request of the holders of not less than twenty-five percent (25%) of all the outstanding shares of the corporation entitled to vote at the meeting. Section 2.3 Place of Meeting Meetings of the shareholders shall be held at the principal office of the corporation or at such a place within or without the State of Wisconsin as the board shall authorize. Section 2.4 Notice of Meeting Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less that five (5) and not more that thirty (30) days before the date of the meeting, either personally or by certified mail, by or at the direction of the President or the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock record books of the Corporation, with postage thereon prepaid. Section 2.5 Waivers Whenever any notice whatever is required to be given to any -1- shareholder of the corporation under the Articles of Incorporation or By-Laws or any provision of law, the waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the shareholders entitled to such notice, shall be deemed equivalent to the giving of such notice: provided that such waiver in respect to any matter of which notice is required under any provision of Chapter 180, Wisconsin Statutes, shall contain the same information as would have been required to be included in such notice, except the time and place of meeting. Section 2.6 Quorum Unless otherwise provided for in the Articles of Incorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, except as otherwise provided by law. If less than a quorum of the outstanding shares are represented at a meeting, then the majority of the shares represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. Section 2.7 Proxies At all meetings of shareholders, a shareholder entitled to vote may vote by proxy appointed in writing by shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. The Board of Directors shall have the power and authority to make rules establishing presumptions as to the validity and sufficiency of proxies. Section 2.8 Informal Action by Shareholders Any action required or permitted by the Articles of Incorporation or By-Laws or any provision of law to be taken at a meeting of the shareholder, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof. ARTICLE III. BOARD OF DIRECTORS Section 3.1 General Powers The business and affairs of the corporation shall be managed by its Board of Directors. Section 3.2 Number, Tenure and Qualifications The number of directors of the corporation shall be one (1). Directors need not be shareholders to the corporation. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected or until his death or until he shall resign or shall have been removed in the manner hereafter provided. A director may be removed from office by affirmative vote of a majority of the outstanding shares entitled to vote for the election of such director, taken at a meeting of -2- shareholders called for that purpose, and any vacancy so created may be filled by the shareholders. Section 3.3 Regular Meetings A regular meeting of the Board of Directors shall be held without other notice than this By-Law, immediately after the annual meeting of shareholders, and each adjourned session thereof. The place of such regular meeting shall be the same as the place of the meeting of shareholders which precedes it, or such other suitable place as may be announced at the meeting of the shareholders. The Board of Directors may provide, by resolution, the time and place whether within or without the State of Wisconsin, for the holding of additional regular meetings without other notice than such resolution. Section 3.4 Special Meetings Special meetings of the Board of Directors may be called by, or at the request of, the President, the Secretary or any two(2) Directors. The person or person authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Wisconsin, as the place for holding any special meeting of the Board of Directors called by them. Section 3.5 Notice Notice of any special meeting shall be given at least seventy-two (72) hours previously thereto by written notice delivered personally or by certified mail to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. Section 3.6 Waivers Whenever any notice whatever is required to be given to any director of the corporation under these By-Laws, or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the Director entitled to such notice, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular meeting or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Section 3.7 Quorum A majority of the number of Directors fixed by these By-Laws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, but a majority of the directors present may adjourn the meeting from time to time without further notice. Section 3.8 Vacancy Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of Directors, may be filled until the next succeeding annual election by the affirmative vote of a majority of the directors then in office, except that a vacancy created by a removal by the shareholders may be filled by the shareholders. Section 3.9 Informal Action Without Meeting Any action required or permitted by the Articles of Incorporation or By-Laws or any provision of law to be taken by the Board of Directors at a meeting or by resolution may be taken without a meeting is a consent in -3- writing, setting forth the action so taken, shall be signed by all the directors then in office. ARTICLE IV. OFFICERS Section 4.1 Number The principal officer of the corporation shall be a President, one or more Vice Presidents, as may be elected or appointed by the Board of Directors, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary, and the offices of President and Vice President. Section 4.2 Election and Term of Office The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at its regular meeting following the annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected or until his death or until he resigns of shall have been removed in the manner hereafter provided. Section 4.3 Removal Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgement the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights. Section 4.4 President The President shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation's regular business, or which shall be authorized by resolution of the Board of Directors: and except as otherwise provided by law or the Board of Directors, he may authorize any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general, he shall perform all duties incident to the office of the chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time. Section 4.5 Vice Presidents At the time of election, one or more of the Vice Presidents may be designated Executive Vice President and one or more of the Vice Presidents may be designated Senior Vice President. In the absence of the President or in the event of his death, inability or refusal to act, or in the event for any reason it shall be impracticable for the President to act personally, the Executive Vice President, or if more than one, The Executive Vice Presidents in the order designated at the time of their election, or in the absence of any such designation, then in the order of their election, or in the event of his or -4- their inability to act then the Senior Vice President or if more than one, The Senior Vice Presidents in the order designated at the time of their election, or in the absence of any such designation then in the order of their election, or in the event of his or their inability to act, then the other Vice Presidents in the order designated at the time of their election, or in the absence of any such designation, then in the order of their election, shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Section 4.6 Secretary The Secretary shall: (a)keep the minutes of the meetings of the shareholders and of the Board of Directors: (b)see that all notices are duly given in accordance with the provision of these by-laws or as required by law: (c)be custodian of the corporate records and of the seal of the corporation and see that all documents, executed on behalf of the corporation, that requires the corporate seal be affixed with the corporate seal: (d)sign with the President certificates for shares of the corporation, the issuance of which address shall have been authorized by resolution of the Board of Directors: (e)have general charge of the stock transfer books of the corporation: and (f)in general perform all duties incident to the Office of Secretary and have such other duties and exercises such authority as from time to time may be delegated or assigned to him by the President of by the Board of Directors. Section 4.7 Treasurer The Treasurer shall (a) have charge and custody and be responsible for all funds and securities of the corporation: (b) keep full and accurate accounts of receipts and disbursements in the corporate books: (c) deposit all money and valuables in the name and credit of the corporation as may be designated by the board: (d) disburse the funds of the corporation as may be ordered or authorized by the Board of Directors (e) in general, perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time be delegated or assigned to him by the President or the Board of Directors. Section 4.8 Salaries The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation. ARTICLE V. MISCELLANEOUS Section 5.1 Certificates for Shares Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors, shall be consecutively numbered or otherwise identified, shall be signed by the President and the Secretary, and sealed with the seal of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof, for all purposes. Section 5.2 Restrictions on Transfers No sale, gift, pledge, bequest or other transfer, -5- including without limitation, a transfer by intestate succession or property division upon divorce, or any share of stock in the Corporation shown on the books of the Corporation as held by any present or future Shareholder shall be made, unless such Shareholder or personal representative in the case of death, shall first deliver to the President or the Secretary of the Corporation an offer in writing to sell said shares to the Corporation, and the Corporation shall have the option, within the period of thirty (30) business days after receipt of such offer by the President or Secretary, to purchase such shares at either the book value of the shares or offered price. Should the Corporation elect not to purchase the shares within the time stated, then the Shareholder shall offer to sell said shares to other Shareholders of the Corporation at the same price and terms as offered to the Corporation. Such of the other Shareholders who desire to purchase said shares shall exercise their election to purchase by giving notice thereof to the selling Shareholder, the Corporation, and all other Shareholders. In either event, the notice shall specify a date for the closing of the purchase which shall not be more than 30 days after the date of the giving of such notice. Unless otherwise agreed to by all Shareholders, excluding the selling Shareholder, the shares of the selling Shareholder shall be purchased by the remaining Shareholders in proportion to their then existing ownership of shares in the Corporation. If any Shareholder does not desire to purchase shares of the selling Shareholder, his or her entitlement to such shares shall be allocated between those Shareholders who desire to purchase shares in proportion to their then existing interests in the Corporation. In the event that an agreement cannot be reached with respect to the disposition of fractional shares, such shares shall be purchased by the Corporation. Should the Shareholders of the Corporation elect not to purchase the shares, then the seller is at liberty to sell said shares to an employee of the Corporation at the same price and terms as offered to the Corporation. The above restrictions shall apply to all transfers by gift inter vivos and all transfer resulting from the death or divorce of a Shareholder, but does not apply to any transfer to the Corporation itself or to another Shareholder. Section 5.3 Indemnification The corporation shall indemnify all directors and officers to the fullest extent now or hereafter permitted by the Wisconsin Statutes. Section 5.4 Fiscal Year The fiscal year of the corporation shall be fixed from time to time by the Board of Directors. Section 5.5 Intent It is the intention of the corporation to have the shareholders of the corporation be employees of the Corporation and to share in the endeavor of all the shareholders in making the corporation successful. Section 5.5 Amendments These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the shareholders or the Board of Directors at any annual or special meeting. The Board of Directors shall have the authority to amend or repeal By-Laws adopted or amended by the shareholders unless the shareholders shall have provided that such By-Laws or amendment not be subject to change by the Board of Directors. -6- EX-12.1 59 v92967a1exv12w1.txt EXHIBIT 12.1 . . . EXHIBIT 12.1 ESTERLINE TECHNOLOGIES CORPORATION STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
ACTUAL FISCAL YEAR ----------------------------------------------------------- 1999 2000 2001 2002 2003 -------- -------- -------- -------- ---------- (DOLLARS IN THOUSANDS) Income from continuing operations before income taxes................... $ 46,583 $ 45,308 $ 67,067 $ 41,745 $ 42,791 Fixed charges(1) Interest expense...................... 9,011 8,124 7,663 7,122 11,995 Amortization of debt issuance Cost.................................. 107 116 178 167 703 Interest included in rental expense... 1,549 1,957 2,035 2,164 2,398 -------- -------- -------- -------- -------- Total............................ $ 10,667 $ 10,197 $ 9,876 $ 9,453 $ 15,096 Earnings(2)............................. $ 57,250 $ 55,505 $ 76,943 $ 51,198 $ 57,887 Ratio of earnings available to cover fixed charges......................... 5.4 5.4 7.8 5.4 3.8
- ------------------------------ (1) Fixed charges consist of interest on indebtedness and amortization of debt issuance cost plus that portion of lease rental expense representative of the interest factor. (2) Earnings consist of income from continuing operations before income taxes plus fixed charges. EX-23.1 60 v92967a1exv23w1.txt EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-4) and the related prospectus of Esterline Technologies Corporation for the registration of $175,000,000 7.75% senior subordinated notes due 2013 and to the incorporation by reference therein of our reports dated December 3, 2003, with respect to the consolidated financial statements of Esterline Technologies Corporation for the fiscal year ended October 31, 2003 incorporated by reference in its Annual Report (Form 10-K) for the fiscal year ended October 31, 2003 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Seattle, Washington December 16, 2003 GRAPHIC 61 v92967a1v9296701.gif GRAPHIC begin 644 v92967a1v9296701.gif M1TE&.#EAV``N`/?_````````,P``9@``F0``S```_P`S```S,P`S9@`SF0`S MS``S_P!F``!F,P!F9@!FF0!FS`!F_P"9``"9,P"99@"9F0"9S`"9_P#,``#, M,P#,9@#,F0#,S`#,_P#_``#_,P#_9@#_F0#_S`#__S,``#,`,S,`9C,`F3,` MS#,`_S,S`#,S,S,S9C,SF3,SS#,S_S-F`#-F,S-F9C-FF3-FS#-F_S.9`#.9 M,S.99C.9F3.9S#.9_S/,`#/,,S/,9C/,F3/,S#/,_S/_`#/_,S/_9C/_F3/_ MS#/__V8``&8`,V8`9F8`F68`S&8`_V8S`&8S,V8S9F8SF68SS&8S_V9F`&9F M,V9F9F9FF69FS&9F_V:9`&:9,V:99F:9F6:9S&:9_V;,`&;,,V;,9F;,F6;, MS&;,_V;_`&;_,V;_9F;_F6;_S&;__YD``)D`,YD`9ID`F9D`S)D`_YDS`)DS M,YDS9IDSF9DSS)DS_YEF`)EF,YEF9IEFF9EFS)EF_YF9`)F9,YF99IF9F9F9 MS)F9_YG,`)G,,YG,9IG,F9G,S)G,_YG_`)G_,YG_9IG_F9G_S)G__\P``,P` M,\P`9LP`F/%B2!#BAQ)LJ3):Q4]=N2H4N/)ES!CRIQ),&5+ MC"QO?J3)LZ?/GP5MZK224^=&H$B3*A4I]"91E$8M+IU*M>K!IBV?8HW*U:55 MJAF??DVXU>-`5EW3FAV[-"Q;LE%7$%1+%^?;I&[O&BRK42S4NG3U(LTK>"#? MC`8!!R[LDS#CPQ=9&42KN"M,*Y@S,[[FN#!D`'X)KE`;>JK7PIT%0Y9[C55F M*Y*OC>Y:NBUBQJGU'HY-&6/LSQAK*STM./?=LBMX>^0]>^A8XGJ-OVV*N6#S MSIB=/K^-.OCFART9]O_=;K?[1>'?$ZL4+UTBYNL`5E0/FKGOZ_D(7=]'7_-^ M_]=%@4:6?_]A%IM`^_&GD'X$SN41:P5FU]Y#P,DW4%H('9:<0E[!)Q5GWB$$ MG5NL>'C1A@YI>&!9!Y9HE((,]<95@#KM%=>!!6GDXDH@GI?0B,$!AV.&-PKD M(6L[OBB2C%$]A:%H:0U)HXD?2@MEKF^TJ M"MB>8@)Z[K&P0:2NN@;!)Q:U\`(K+[>RLE<>5@X9_"]I(MT$IL/"UC2N86%* M3"/&B"Y<7H`PPA>KPJV)Z3%PCC(5U[8CGXSOO5D-&[/(,^/\H:6"C+,&6O+4%,\[SRQQ8MR!>/47:EYJ](],[W>QPN- M&O.$8!_EM,:&*K9U0T$/*2UUH,)*=L)ATUQWR#X+_PL?CD$?Y?9+K@T=VMS8 M]=L@P55#;;74"U%]M5\,*CZ?Y7[&&Y,55.ZM]J:,.Q0ZY#I_3GK?.S=5+$WO MTF2GY\'FG>[7>SMN.MJ2YXEN3ZV[/J_IY$8=Y^IKX\TW[/?"F'NIQ(/^]H]H M+YAMG;_GUZVWD:F7-/*EU\[UR%@UKWM\TQM_?$0569C0MS0+9R*=25HTZ^@( M:Q\U[@P?2R=6SWM>5]7R:9&JK-.[ITB*7WSA'O2`=C>2?2]J![S/@Z(U*>K! MB6U-:Y9.Y$8[FO%H7LJ[E=$F2,$[7:U)I2..!K=DO\==I4;%>TH*9AL&:Q`UZ(,MU>3(P6L)`$!`#L_ ` end -----END PRIVACY-ENHANCED MESSAGE-----


The Exchange Offer		We are offering to exchange up to $175 million principal amount of the exchange notes for up to $175 million principal amount of the original notes. Original notes may only be exchanged in $1,000 increments.

		The terms of the exchange notes are identical in all material respects to those of the original notes, except the exchange notes will not be subject to transfer restrictions and holders of the exchange notes, with limited exceptions, will have no registration rights. Also, the exchange notes will not include provisions contained in the original notes that required payment of liquidated damages in the event we failed to satisfy our registration obligations with respect to the original notes.

		Original notes that are not tendered for exchange will continue to be subject to transfer restrictions and, with limited exceptions, will not have registration rights. Therefore, the market for secondary resales of original notes that are not tendered for exchange is likely to be minimal.

		We will issue registered exchange notes promptly after the expiration of the exchange offer.


Expiration Date		The exchange offer will expire at 5:00 p.m. New York City time, on January 21, 2004, unless we decide to extend the expiration date. Please read “The Exchange Offer — Extensions, Delay in Acceptance, Termination or Amendment” for more information about extending the expiration date.


Withdrawal of Tenders		You may withdraw your tender of original notes at any time prior to the expiration date. We will return to you, without charge, promptly after the expiration or termination of the exchange offer any original notes that you tendered but that were not accepted for exchange.

Conditions to the Exchange Offer		We will not be required to accept original notes for exchange:

		• if the exchange offer would be unlawful or would violate any interpretation of the SEC staff, or


		• if any legal action has been instituted or threatened that would impair our ability to proceed with the exchange offer.

		The exchange offer is not conditioned on any minimum aggregate principal amount of original notes being tendered. Please read “The Exchange Offer — Conditions to the Exchange Offer” for more information about the conditions to the exchange offer.

Procedures for Tendering Original Notes		If your original notes are held through DTC and you wish to participate in the exchange offer, you may do so through DTC’s automated tender offer program. If you tender under this program, you will agree to be bound by the letter of transmittal that we are providing with this prospectus as though you had signed the letter of transmittal. By signing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:

		• any exchange notes that you receive will be acquired in the ordinary course of your business;

		• you have no arrangement or understanding with any person to participate in the distribution of the original notes or the exchange notes;

		• you are not our “affiliate,” as defined in Rule 405 under the Securities Act, or, if you are our affiliate, you will comply with any applicable registration and prospectus delivery requirements of the Securities Act;

		• if you are not a broker-dealer, you are not engaged in and do not intend to engage in the distribution of the exchange notes; and

		• if you are a broker-dealer that will receive exchange notes for your own account in exchange for original notes that you acquired as a result of market-making activities or other trading activities, you will deliver a prospectus in connection with any resale of such exchange notes.

Special Procedures for Beneficial Owner		If you own a beneficial interest in original notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender the original notes in the exchange offer, please contact the registered holder as soon as possible and instruct the registered holder to tender on your behalf and to comply with our instructions described in this prospectus.

Guaranteed Delivery Procedures		You must tender your original notes according to the guaranteed delivery procedures described in “The Exchange Offer — Guaranteed Delivery Procedures” if any of the following apply:

		• you wish to tender your original notes but they are not immediately available;

		• you cannot deliver your original notes, the letter of transmittal or any other required documents to the exchange agent prior to the expiration date; or

		• you cannot comply with the applicable procedures under DTC’s automated tender offer program prior to the expiration date.


Resales		Except as indicated in this prospectus, we believe that the exchange notes may be offered for resale, resold and otherwise transferred without compliance with the registration and prospectus delivery requirements of the Securities Act provided that:

		• you are acquiring the exchange notes in the ordinary course of your business;

		• you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in the distribution of the exchange notes; and

		• you are not our affiliate.

		Our belief is based on existing interpretations of the Securities Act by the SEC staff set forth in several no-action letters to third parties. We do not intend to seek our own no-action letter, and there is no assurance that the SEC staff would make a similar determination with respect to the exchange notes. If this interpretation is inapplicable, and you transfer any exchange notes without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from such requirements, you may incur liability under the Securities Act. We do not assume, or indemnify holders against, such liability.

		Each broker-dealer that is issued exchange notes for its own account in exchange for original notes that were acquired by the broker-dealer as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. To the extent described in “Plan of Distribution,” a broker-dealer may use this prospectus for an offer to resell, resale or other retransfer of the exchange notes.

United States Federal Income Tax Considerations		The exchange of original notes for exchange notes will not be a taxable exchange for United States federal income tax purposes. Please see “United States Federal Income Tax Considerations.”

Use of Proceeds		We will not receive any proceeds from the issuance of the exchange notes pursuant to the exchange offer. We will pay certain expenses incident to the exchange offer. See “The Exchange Offer — Transfer Taxes.”

Registration Rights		If we fail to complete the exchange offer as required by the registration rights agreement, we may be obligated to pay additional interest to holders of the original notes. Please see “Description of Notes — Registration Rights; Liquidated Damages” for more information regarding your rights as a holder of the original notes.






By Mail (Registered or Certified Mail Recommended), Overnight Courier or Hand:	By Facsimile Transmission (for Eligible Institutions Only):	Confirm Receipt of Tenders by Telephone:
The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street — 7 East New York, New York 10286 Attention: Mr. Duong Nguyen	(212) 298-1915 Attention: Mr. Duong Nguyen Reorganization Unit	(212) 815-3687


Issuer		Esterline Technologies Corporation, a Delaware corporation.

Notes Offered		$175,000,000 aggregate principal amount of 7.75% Senior Subordinated Notes due 2013.

Maturity Date		June 15, 2013.

Interest Payment Dates		June 15 and December 15 of each year, beginning December 15, 2003.

Listing		The exchange notes will not be listed on any exchange or market.

Guarantees		Each of our domestic subsidiaries on the issue date will unconditionally guarantee the exchange notes, jointly and severally, on a subordinated basis. If we create or acquire a new domestic subsidiary, it will also guarantee the exchange notes unless we designate the subsidiary as an “unrestricted subsidiary” under the indenture governing the exchange notes.

Ranking		The exchange notes will be our unsecured senior subordinated obligations and will rank junior in right of payment to our existing and future senior debt. The guarantees of the exchange notes by our domestic subsidiaries will rank junior in right of payment to all existing and future senior debt of those subsidiaries. In addition, the exchange notes will be effectively subordinated to all existing and future debt and other liabilities (including trade payables) of our foreign subsidiaries.






Delaware (State or other jurisdiction of incorporation or organization)	3823 (Primary Standard Industrial Classification Code Number)	13-2595091 (I.R.S. Employer Identification Number)


PROSPECTUS SUMMARY
SUMMARY OF THE EXCHANGE OFFER
THE EXCHANGE AGENT
THE EXCHANGE NOTES
RISK FACTORS
FORWARD-LOOKING INFORMATION
PRIVATE PLACEMENT
USE OF PROCEEDS
RATIO OF EARNINGS TO FIXED CHARGES
CAPITALIZATION
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
THE EXCHANGE OFFER
DESCRIPTION OF NOTES
BOOK-ENTRY; DELIVERY AND FORM
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
WHERE YOU CAN FIND MORE INFORMATION
INCORPORATION BY REFERENCE
LEGAL MATTERS
EXPERTS
PART II
SIGNATURES
EXHIBIT INDEX
EXHIBIT 3.3
EXHIBIT 3.4
EXHIBIT 3.5
EXHIBIT 3.6
EXHIBIT 3.7
EXHIBIT 3.8
EXHIBIT 3.9
EXHIBIT 3.10
EXHIBIT 3.11
EXHIBIT 3.12
EXHIBIT 3.13
EXHIBIT 3.14
EXHIBIT 3.15
EXHIBIT 3.16
EXHBIT 3.17
EXHIBIT 3.18
EXHIBIT 3.19
EXHIBIT 3.20
EXHIBIT 3.21
EXHIBIT 3.22
EXHIBIT 3.23
EXHIBIT 3.24
EXHIBIT 3.25
EXHIBIT 3.26
EXHBIT 3.27
EXHIBIT 3.28
EXHIBIT 3.29
EXHIBIT 3.30
EXHIBIT 3.31
EXHIBIT 3.32
EXHIBIT 3.33
EXHIBIT 3.34
EXHIBIT 3.35
EXHIBIT 3.36
EXHIBIT 3.37
EXHIBIT 3.38
EXHIBIT 3.39
EXHIBIT 3.40
EXHIBIT 3.41
EXHIBIT 3.42
EXHIBIT 3.43
EXHIBIT 3.44
EXHIBIT 3.45
EXHIBIT 3.46
EXHIBIT 3.47
EXHIBIT 3.48
EXHIBIT 3.49
EXHIBIT 3.50
EXHIBIT 3.51
EXHIBIT 3.52
EXHIBIT 3.53
EXHIBIT 3.54
EXHIBIT 3.55
EXHIBIT 3.56
EXHIBIT 3.57
EXHIBIT 3.58
EXHIBIT 12.1
EXHIBIT 23.1



		As of October 31, 2003, we and our subsidiary guarantors had $100.1 million of senior debt outstanding. In addition, as of October 31, 2003, our foreign subsidiaries had $28.6 million of debt and other liabilities outstanding.



		We have no amounts outstanding under our U.S. revolving credit facility, as of October 31, 2003, and have the ability to borrow up to $60 million, all of which would be senior debt. In addition, we have unsecured foreign currency credit facilities that have been extended by foreign banks for up to $6.1 million. Available credit under the above facilities was $56.2 million as of October 31, 2003, when reduced by outstanding foreign bank borrowings of $2.3 million and letters of credit of $7.6 million.


		The exchange notes and the guarantees will rank equal in right of payment with any of our or our subsidiary guarantors’ future senior subordinated debt, respectively. Other than the original notes, neither we nor our subsidiary guarantors currently have any senior subordinated debt outstanding.

Optional Redemption		We may redeem some or all of the exchange notes at any time on or after June 15, 2008, at redemption prices described in this prospectus under the caption “Description of Notes — Optional Redemption.” In addition, before June 15, 2006, we may redeem up to 35% of the original aggregate principal amount of the exchange notes at a redemption price equal to 107.75% of the aggregate principal amount of the exchange notes, plus accrued interest, with the proceeds from specific kinds of public equity offerings as described in this prospectus under the caption “Description of Notes — Optional Redemption.”

Change of Control		Upon the occurrence of a change of control (as described under “Description of Notes — Repurchase at the Option of Holders — Change of Control”), we must offer to repurchase the exchange notes at 101% of the principal amount of the exchange notes, plus accrued and unpaid interest to the date of repurchase.

Basic Covenants of the Indenture		The indenture governing the exchange notes contains covenants limiting our ability and the ability of our restricted subsidiaries to:

		• incur additional debt, except that we may incur additional indebtedness if we maintain compliance with certain financial covenants (see “Description of Notes — Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock”);

		• pay dividends or make other distributions on, redeem or repurchase, capital stock;

		• make investments or other restricted payments;

		• enter into transactions with affiliates;

		• engage in sale and leaseback transactions;

		• issue stock of restricted subsidiaries;

		• sell assets;


		• create liens on assets to secure debt; or

		• effect a consolidation or merger.

		These covenants are subject to important exceptions and qualifications as described in this prospectus under the caption “Description of Notes — Certain Covenants.”


	*Because there is no public market for the exchange notes, you may not be able to sell your exchange notes.*


	*Your original notes will not be accepted for exchange if you fail to follow the exchange offer procedures.*


	*The following risk factors apply to both the original notes and the exchange notes.*


	Your right to receive payments on the notes is junior to our existing and future senior debt. Further, your right to receive payment under the guarantees of the notes is junior to all of the subsidiary guarantors’ existing and future senior debt.


	*Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from subsidiary guarantors.*


	*Covenants in our debt agreements restrict our activities and could adversely affect our business.*


	*We may not have the funds necessary to finance the repurchase of the notes in connection with a change of control offer required by the indenture.*


	*A continued downturn in the aircraft market could adversely affect our business.*


	*Implementing our acquisition strategy involves risks and our failure to successfully implement this strategy could have a material adverse effect on our business.*


	*The loss of a significant customer or defense program could have a material adverse effect on our operating results.*


	*Our operating results are subject to fluctuations that may cause our revenues to decline.*


	*Political and economic instability in foreign countries and markets may have a material adverse effect on our operating results.*


	*Our backlog is subject to modification or termination, which may reduce our sales in future periods.*


	The amount of debt we have outstanding as a result of the issuance of the notes, as well as any debt we may incur in the future, could have an adverse effect on our operational and financial flexibility.


	*If we were unable to protect our intellectual property rights adequately, the value of our products could be diminished.*


	*The market for our products may be affected by our ability to adapt to technological change.*


	*We may lose money or generate less than expected profits on our fixed-price contracts.*


	*We depend on the continued contributions of our executive officers and other key management, each of whom would be difficult to replace.*


	*Our business is subject to various governmental contracting regulations, and our failure to comply with such laws and regulations could harm our operating results and prospects.*


	*The airline industry is heavily regulated and if we fail to comply with applicable requirements our results of operations could suffer.*


	*Environmental laws and regulations may subject us to significant liability.*


	*We may be required to defend lawsuits or pay damages in connection with the alleged or actual harm caused by our products.*



	Actual Fiscal Year

	2003		2002		2001		2000		1999





Ratio(1)		3.8		5.4		7.8		5.4		5.4


			As of October 31, 2003

			Actual

			(Dollars in thousands)




Cash and cash equivalents			$	131,363





Debt:




	Revolving credit facilities(1)			2,312




	Senior notes			100,000




	Senior subordinated notes			175,000




	Other senior debt			2,500

		Total debt	$	279,812

		Total shareholders’ equity		393,872

		Total capitalization	$	673,684


(1)	We have the ability to borrow up to $60 million under our U.S. revolving credit facility and up to $6.1 million under our unsecured foreign currency credit facilities.


	We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, we may make additional solicitation by facsimile, email, telephone or in person by our officers and regular employees and those of our affiliates.