EX-3.6 8 exhibit3-6.txt FEDERAL IDENTIFICATION FEDERAL IDENTIFICATION NO. 04-2751645 NO. 04-2751645 ------------------- ------------------- THE COMMONWEALTH OF MASSACHUSETTS --------- William Francis Galvin Examiner Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 ARTICLES OF MERGER (General Laws, Chapter 156B, Section 79) *merger of Telaxis Communication Corporation, a Massachusetts -------------------------------------------------------- corporation, and YDI Wireless, Inc., a Delaware -------------------------------------------------------- corporation -------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- the constituent corporations, into YDI Wireless, Inc. -------------------------------------------------------- /*one of the constituent organized under the laws of: Delaware ---------------- The undersigned officers of each of the constituent corporations certify under the penalties of perjury as follows; 1. An agreement of *merger has been duly adopted in compliance with the requirements of General Laws, Chapter 156B, Section 79, and will be kept as provided by Subsection (c) thereof. The *surviving corporation will furnish a copy of said agreement to any of its stockholders, or to any person who was a stockholder of any constituent corporation, upon written request and without charge. 2. The effective date of the *merger determined pursuant to the agreement of *merger shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date which shall not be more than thirty days after the date of filing: July 9, 2003 at 7:00 pm. 3. (For a merger) **The following amendments to the Articles of Organization of the surviving corporation have been effected pursuant to the agreement of merger: None Item 5 below may be deleted if the resulting/surviving corporation is organized under the laws of Massachusetts. 5. The /*surviving corporation hereby agrees that it may be sued in the Commonwealth of Massachusetts for any prior obligation of any constituent Massachusetts corporation, any prior obligation of any constituent foreign corporation qualified under General Laws, Chapter 181, and any obligations hereafter incurred by the /*surviving corporation, including the obligation created by General Laws, Chapter 156B, Section 85, so long as any liability remains outstanding against the corporation in the Commonwealth of Massachusetts, and it hereby irrevocably appoints the Secretary of the Commonwealth as its agent to accept service of process in any action for the enforcement of any such obligation, including taxes, in the same manner as provided in Chapter 181. FOR MASSACHUSETTS CORPORATIONS The undersigned *President / and * Clerk / of Telaxis Communications Corporation, a corporation organized under the laws of Massachusetts, further state under the penalties of perjury that the agreement of /*merger has been duly executed on behalf of such corporation and duly approved in the manner required by General Laws, Chapter 156B, Section 78. /s/ Michael F. Young , *President ------------------------------------------------------------------ Michael F. Young /s/ David L. Renauld , *Clerk ------------------------------------------------------------------ David L. Renauld FOR CORPORATIONS ORGANIZED IN A STATE OTHER THAN MASSACHUSETTS The undersigned, + President and ++ Secretary , ------------------------- --------------------------- of YDI Wireless, Inc., a corporation organized under the laws of Delaware ---------------------- ---------- further state under the penalties of perjury that the agreement of /*merger has been duly adopted by such corporation in the manner required by the laws of Delaware . ----------------- * Delete the inapplicable word. + Specify the officer having powers + /s/ Michael F. Young and duties corresponding to those of ------------------------------ the president or vice president of a Michael F. Young, President Massachusetts corporation organized under General Laws, Chapter 156B. ++ /s/ David L. Renauld ++ Specify the officer having powers and ------------------------------ duties corresponding to the clerk or David L. Renauld, Secretary assistant clerk of such a Massachusetts corporation. THE COMMONWEALTH OF MASSACHUSETTS ARTICLES OF MERGER (General Laws, Chapter 156B, Section 79) ========================================================= I hereby approve the within Articles of *Merger and, the filing fee in the amount of $250.00, having been paid, said articles are deemed to have been filed with me this 8th day of July, 2003. Effective date: July 9, 2003 ----------------------------------------- /s/ William Francis Galvin WILLIAM FRANCIS GALVIN Secretary of the Commonwealth TO BE FILLED IN BY CORPORATION Photocopy of document to be sent to: David L. Renauld, Esq. ----------------------------------------------------------- 20 Industrial Drive East ----------------------------------------------------------- South Deerfield, Massachusetts 01373 ----------------------------------------------------------- Telephone: (413) 665-8551 x215 ------------------------------------------------