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