EX-3.1.25 24 f88326exv3w1w25.txt EXHIBIT 3.1.25 EXHIBIT 3.1.25 CERTIFICATE OF MERGER OF CMS HARTZELL INCORPORATED (A DELAWARE CORPORATION) WITH AND INTO SCI ENCLOSURES, LLC (A DELAWARE LIMITED LIABILITY COMPANY) SCI ENCLOSURES, LLC, a Delaware limited liability company, pursuant to Section 18-209 of the Delaware Limited Liability Company Act (The "Act"), hereby certifies that: 1. The name and jurisdiction of formation or organization of each of the constituent entities are: (i) CMS Hartzell Incorporated, which is incorporated under the laws of the State of Delaware; and (ii) SCI Enclosures, LLC, a limited liability company, which is organized under the laws of the State of Delaware. 2. An Agreement and Plan of Merger (the "Plan of Merger") has been approved, and executed by each of the aforesaid constituent business entities in accordance with the provisions of Section 18-209(b) of the Act and in accordance with Section 264 of the Delaware General Corporation Law. 3. The name of the surviving limited liability company is SCI ENCLOSURES, LLC. 4. The Merger shall be effective at 11:59 p.m. on June 30, 2001. 5. The executed Plan of Merger is on file at a place of business of the surviving limited liability company which is located at SCI Enclosures, LLC, c/o SCI Systems (Alabama), Inc., 2101 West Clinton Avenue, Huntsville, Alabama 35805. A copy of the Plan of Merger will be furnished by SCI Enclosures, LLC, on request and without cost to any member of the limited liability company or any stockholder of CMS Hartzell Incorporated. [Remainder of this page intentionally left blank.] IN WITNESS WHEREOF, the undersigned has executed this Certificate of Merger as of this 26 day of June, 2001. SCI ENCLOSURES, LLC By: /s/ George J. King ---------------------------------------- Name: George J. King Title: Manager