Exhibit 3.127
| STATE OF NEVADA | ||||
ROSS MILLER Secretary of State |  | SCOTT W.ANDERSON Deputy Secretary for Commercial Recordings | ||
| OFFICE OF THE | ||||
| SECRETARY OF STATE | ||||
| Certified Copy | June 22, 2010 | |||||
Job Number: | C20 1006 18-0425 | |||||
Reference Number: | 00002764634-62 | |||||
Expedite: | ||||||
Through Date: |
The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.
| Document Number(s) | Description | Number of Pages | ||||||
| C 14373- 1992-001 | Articles of Incorporation | 5 Pages/1 Copies | ||||||
| C 14373- 1992-003 | Articles of Merger | 17 Pages/1 Copies | ||||||
| C 14373- 1992-005 | Amendment | 2 Pages/1 Copies | ||||||
| C 14373- 1992-006 | Amendment | 5 Pages/ 1 Copies | ||||||
| 20060564176-97 | Merge In | 10 Pages/ 1 Copies |
 | Respectfully,
ROSS MILLER Secretary of State | |||
Certified By: Christine Rakow Certificate Number: C20100618-0425 You may verify this certificate online athttp://www.nvsos.gov/ |
Commercial Recording Division
202 N. Carson Street
Carson City, Nevada 89701-4069
Telephone (775) 684-5708
Fax (775) 684-7138
| FILED | RECT [ILLEGIBLE] | |||
| [ILLEGIBLE] THE OFFICE OF THE | FILING FEE $125.00 K. [ILLEGIBLE] | |||
| SECRETARY OF STATE OF THE | FILED BY, [ILLEGIBLE], KEY, ETAL | |||
| STATE OF NEVADA | P.O, BOX 30000 | |||
| RENO NV 89520 | ||||
| DEC 28 1992 | ARTICLES OF INCORPORATION | |||
| OF | ||||
| [ILLEGIBLE] | VICOR, INC. | |||
| (A CLOSE CORPORATION) |
The undersigned individual acting as the incorporator of a corporation (the “Corporation”) under the provisions of chapter 78 and Chapter 78A of the Nevada Revison Statutes hereby adopts the following Articles of incorporation.
I
NAME
The name of the Corporation is Vicor, Inc..
II
REGISTERED OFFICE AND INITIAL RESIDENT AGENT
A.Registered Office. The street address of the registered office of the Corporation is 3500 Lakeside court, [ILLEGIBLE], [ILLEGIBLE] County, Nevada 89509. The mailing address of the registered office is P. O. Box 30000, Reno, Nevada 89520. The Corporation may conduct all or part of its business in any other part of the State of Nevada.
B.Resident Agent. The resident agent of the Corporation is the law firm of waither, key, Maupin, Oats, Cox, [ILLEGIBLE] & [ILLEGIBLE], located at 3500 Lakeside Court, P.O. BOX 30000, Reno, Nevada 89320
III
CLASSES OF STOCK
The Corporation shall be authorized to issue on hundred million (100,000,000) shares of stock with a par value of $.001 per share. All of the shares of stock shall be of the same class designated “Common Stock” Without preference of distinction.
IV
GOVERNING BOARD
A.Name. The members of the governing board of the Corporation shall be designated as Directors.
B.Initial Board of Directors. The Initial Board of Diractors shall [ILLEGIBLE] of three (3) mambers, the names and post office boxes of street addresses, either residence of business, of whom are as follows. These individuals shall serve as Directors until the first annual meeting of the shareholders, of until their successors shall have been selected and qualified.
| NAME | ADDRESS | |
Gerald J. Burnett | P.O Box 7097 | |
| Incline Village, NV 89452 | ||
[ILLEGIBLE] R. Burns | P.O. Box 7097 | |
| Incline Village, NV 89452 | ||
R. Stephen (ILLEGIBLE) | P.O Box 7097 | |
| Incline Village, NV 89452 |
C.Increase or Decrease of Directors. The number of Directors of the Corporation may be increased or decreased from time to time by amendment to the bylaws of the Corporation; provided, however, that there must at all times be at least one (1) Director,
V
NAME AND ADDRESS OF INCORPORATOR
The name and post office box or street address, either residence [ILLEGIBLE], of the incorporator signing these Articles of Incorporator [ILLEGIBLE] as follows
| NAME | ADDRESS | |
Gerald J. Burnett | P.O Box 7097 | |
| Incline Village, NV 89452 |
VI
LIMITATION OF LIABILITY OF DIRECTORS AND OFFICERS
No officer or Director of the Corporation shall have any personal liability to the Corporation or its shareholders for damages resulting from breach of any fiduciary duty as an officer or Director, except for any acts or omissions which involve intentional misconduct, fraud, knowing violations of law, or payment of distributions in violation of Section 78.300 of the Nevada Revised Statutes.
VII
CLOSE CORPORATION
This Corporation is a close corporation. All of the issued shares of this corporation of all classes exclusive of treasury shares, shall be represented by certificates and shall be held of record by not more than thirty (30) persons. The Corporation shall at no time make any offering of any stock of any class, which
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offering would constitute a public offering within the meaning of the Securities Act of 1933, 15 U.S. C. 877 at seq. To qualify as a shareholder of the Corporation, the shareholder must be an individual who is not a non-resident alien, or the shareholder must be an estate or trust described in subsection 1361(o) (2) of the Internal Revenue Code of 1986. Thus, to qualify as a shareholder, the shareholder must qualify as a shareholder or an “S Corporation,” as that term is defined in section 1361 of the Internal Revenue Code of 1986.
Dated: December 22, 1992.
| /s/ Gerald J. Burnett |
| Gerald J. Burnett |
STATE OF CALIFORNIA | ) | |
| ) ss. | ||
COUNTY OF SANTA CLARA | ) |
On December 22, 1992, personally appeared before me, a Notary Public, Gerald J. Burnett , personally known (or proved) to me to be the person whose name is subscribed to the foregoing Articles of Incorporation and who acknowledged that he executed the same
| /s/ Marianne B. Bradley |
| Notary Public |
RECEIVED DEC 28 1992 1:15 Secretary of State |
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FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF NEVADA DEC 28 1992 |
[ILLEGIBLE]
CONSENT FOR USE OF NAME
Gerald J. Burnett, President of Vicor, Inc., a California corporation, qualified to do business in Nevada as a foreign corporation, herby consents to the use of the name vicor, Inc. by the new Nevada corporation of which I am the incorporator, to be formed by the filling of the Articles of Incorporation submitted concurrently with this statement. This consent is being executed pursuant to Nevada Revised Statutes $78,039.2.
Dated this 22 day of December, 1992.
| Vicor, Inc., a California corporation | ||
| By | /s/ Gerald J. Burnett | |
| Gerald J. Burnett, President | ||
| STATE OF CALIFORNIA | ) | |
| ) ss, | ||
| COUNTY OF SANTA CLARA | ) |
On this 22nd day of December, 1992, personally appeared before me, a Notary Public, Gerald J. Barnett, President of vicor,
Inc., a California corporation, personally known (or proved ) to me to be the person whose name is subscribed to the foregoing instrument and who acknowledged to me that he executed the instrument in his capacity and with the authority to act as President of said corporation.
| /s/ Marianne S. Bradley |
| Notary Public |
RECEIVED 1:15 DEC 28 1992 Secretary of State |
5
FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF NEVADA DEC 30 1992 |
[ILLEGIBLE]
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT OF RESIDENT AGENT
FOR
VICOR, INC.
Pursuant to NRS 78,030(1)(b), Waither, Key, Maupin, Oats, Cox, Klaich & LeGoy hereby certifies that earlier this day it accepted the appointment as Resident Agent of Vicor, Inc. pursuant to NRS 78,090.
The registered office of the Resident Agent required pursuant to NRS 78,090 is located at 3500 ELIGIBLE Court, Suite 200, Reno, ELIGIBLE County, Nevada 89509. The mailing address is P.O. Box 30000, Rano, NV 89520.
Dated this 28th day of December, 1992.
| Waither, Key, Maupin, Oats, Cox, Klaich & LeGoy | ||
| By: | /s/ Pred L. Oats, Esq. | |
| Pred L. Oats, Esq. | ||
RECEIVED DEC 28 1992 1:15 Secretary of State |
ARTICLES OF MERGER
The undersigned President and Secretary, respectively, of Vicor, Inc., a Nevada corporation, hereby adopt the following Articles of Merger pursuant to Chapter 78 of the Nevada Revised Statutes.
I
PLAN OFMERGER
Vicor, Inc., a Nevada corporation (“surviving corporation”), and Vicor, Inc., a California corporation (“Disappearing Corporation”) have entered into a Plan of Merger. The Plan of Merger is attached heretoas Exhibit “A” and is incorporated herein by this reference (“Plan of Merger”). The terms and conditions of the Merger are set forth in the attached Plan of Merger. The Merger of Surviving Corporation and the Disappearing Corporation is permitted under chapter 78 of the Nevada Revised Statutes and Chapter 11 of the California Corporations Code.
II
CONSENT OF DIRECTORS AND SHAREHOLDERS
All directors of the Surviving Corporation and the Disappearing Corporation have unanimously authorized and approved the Plan of Merger. The Board of Directors submitted the Plan of Merger to the shareholders of both the Disappearing Corporation and the Surviving Corporation, which shareholders and their respective outstanding shares of stock owned, each share of which is entitled to cast one vote on the plan, are listed in paragraphs A and B, of the attached Plan of Merger. The Plan of Merger was authorized and approved by the required majority of the shareholders of the Disappearing Corporation, which shareholders own fifty million, nine hundred thousand (50,900,000) shares of the outstanding voting capital stock of the corporation, representing ninety-eight percent (98%) of the issued and outstanding voting shares of stock of the Corporation. The Plan of Merger was authorized and approved by the required majority of the shareholders of the Surviving Corporation, which shareholders own five hundred nine thousand (509,000) shares of the outstanding voting capital stock of the corporation, representing ninety-eight percent (98%) of the issued and outstanding voting shares of stock of the Corporation.
FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF NEVADA DEC 30 1992 |
(eligible)
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III
[ILLEGIBLE] DATE
The affective date of the merger of the Surviving Corporation and the Disappearing Corporation shall be December 31,1992.
Dated this 22 day of December, 1992.
| Vicor, Inc., [ILLEGIBLE] corporation | ||
| By: | [ILLEGIBLE] | |
| [ILLEGIBLE], President | ||
| By: | [ILLEGIBLE] | |
| [ILLEGIBLE], Secretary | ||
STATE OF [ILLEGIBLE] )
) as,
COUNTY OF [ILLEGIBLE] )
On this 22nd day of December, 1992, personally appeared before as, a Notary public, Gerald J. Burnett and R. Stephen [ILLEGIBLE], the President and Secretary, respectively, of Vicor, Inc., a Nevada corporation, personally known (or proved) to [ILLEGIBLE] to be the persons whose names are [ILLEGIBLE] to the foregoing instrument and who acknowledged to [ILLEGIBLE] that they executed the instrument in their capacity and within their authority as President and Secretary, respectively, of Vicor, Inc.
 |  | |||
| Notary Public |
RECEIVED DEC 31 1992 8:00 SECRETARY OF STATE |
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PLAN OF MERGER
This Plan of Merger is entered into between Vicor, Inc., a Nevada corporation, as “Surviving Corporation,” and Vicor, Inc., a California corporation, as “Disappearing Corporation,” and is entered into with reference to the following facts.
A. The Disappearing Corporation has authorized capital stock consisting of one hundred million (100,000,000) shares of common voting stock, with a par value of $ .001 per share, of which fifty-one million, nine hundred four thousand, five hundred (51,904,500) shares have been issued and are now outstanding. The shareholders of the issued and outstanding shares of stock of the Disappearing Corporation are as follows:
Shareholder | Shares of Stock | |||
Gerald J. Burnett | 33,150,000 | |||
711 Fitter way Trust Emmett R. Burns, Jr., Trustee | 9,750,000 | |||
William Campbell | 1,000,000 | |||
Victor Elischer | 500,000 | |||
Heinrichs Revocable Trust, R. Stephen Heinrichs, Trustee | 6,500,000 | |||
Mary Hofmann | 97,500 | |||
Keith A. Lantz | 150,000 | |||
Jozef Faul Chris Lauwers | 85,000 | |||
Lestar F. Ludwig | 110,000 | |||
Pearl O’Brien | 2,000 | |||
Mark Van Note | 60,000 | |||
|
| |||
Total Outstanding shares | 51,904,500 | |||
|
| |||
B. The Surviving Corporation has authorized capital stock consisting of one hundred million (100,000,000) shares of common voting stock, with a par value of $ .001 per share, of which five hundred nineteen thousand, forty-five (519,045) shares have been issued and are now outstanding. The shareholders of the issued and outstanding shares of stock of the Surviving Corporation are as follows:
Shareholder | Shares of Stock | |||
Gerald J. Burnett | 331,500 | |||
711 Fitter way Trust Emmett R. Burns, Jr., Trustee | 97,500 | |||
William Campbell | 15,000 | |||
Victor Elischer | 5,000 | |||
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lien to the property affected by such liens immediately prior to the merger.
3. The surviving Corporation will carry on business with the assets of the Disappearing Corporation, as well as with the assets of the Surviving Corporation.
4. The shareholders of the Disappearing Corporation will exchange their shares of stock in the Disappearing corporation for shares of stock in the surviving Corporation. Every one hundred (100) issued and outstanding shares of common voting stock in the Disappearing Corporation shall be exchanged for and converted into ninety-nine (99) shares of fully paid, non-assessable common voting stock of the surviving Corporation. The shareholders of the surviving Corporation will also retain all of their shares of the surviving Corporation and that continuos as the sole shareholders of the surviving Corporation after the effective date of the merger.
[ILLEGIBLE]Effective Date. The effective date of the merger shall be December 31, 1992.
II
[ILLEGIBLE] OF CORPORATIONS
A.Disappearing Corporation. The Disappearing corporation represents and warrants that the Disappearing Corporation is duly organized, [ILLEGIBLE] existing, and in good standing under the laws of the State of California.
B.Surviving Corporation. The Surviving Corporation represents and warrants that the Surviving Corporation is a corporation duly organized, validity existing, and in good standing under the laws of the State of Nevada.
III
[ILLEGIBLE] [ILLEGIBLE] AND [ILLEGIBLE]
If at any time the Surviving Corporation shall consider or be advised that any further assignments or assurances in law are necessary to vest or perfect or to confirm of record in the surviving Corporation the title to any property or rights of the Disappearing Corporation, or otherwise carry out the provisions hereof, the proper officers and directors of the Disappearing Corporation, as of the effective date of the merger, shall execute and deliver all proper deeds, assignments, confirmations, and assurances in law, and do all acts proper to vest, perfect, and Confirm title to such property or rights in the Surviving Corporation, and otherwise carry out the provisions hereof.
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IV
CONVERSION OF SHARES
A.Surrender and conversion of shares. Pursuant to the plan of reorganization described in article a above, on the effective date of this Plan of Merger, such holder of the shares of stock of the Disappearing Corporation shall ILLEGIBLE his or her shares, properly endorsed, to the surviving Corporation or its agents, Such one hundred (100) issued and outstanding shares of common voting stock of the Disappearing Corporation shall be exchanged for and converted into ninety-nine (99) shares of fully paid, non-assessable common voting shared of the Surviving Corporation.
B.Shares of Surviving Corporation. On and after the effective date of merger, the total amount of capital stock which the Surviving Corporation shall be authorized to issue and the par value of the shares shall be as set forth in the Articles of Incorporation of the Surviving corporation, which are on file with the secretary of State of the State of ILLEGIBLE. The presently outstanding five hundred nineteen thousand, forty-five (519,045) shares of capital stock of the Surviving corporation, each with a par value of 8,001 per share, shall remain outstanding as ILLEGIBLE stock; each with A per value of 8,001 per share, of the Surviving Corporation. Those shares of capital stock, when combined with the shares of capital stock of the Surviving Corporation that each of the shareholders of the Disappearing Corporation will ILLEGIBLE for the conversion of their shares of the Disappearing Corporation, will ILLEGIBLE in each of the shareholders of the Disappearing Corporation owning the same number of shares of capital stock of the Surviving Corporation as they owned in the Disappearing Corporation before the merger. There will thus be fifty-one million, nine hundred four thousand, five hundred (51,104,500) shares of capital stock of the surviving Corporation outstanding after the effective date of the merger, each with a par value of 8,001 per share.
V
BOARD OF DIRECTORS AND OFFICERS
A.Board of Directors. The present Board of Directors of the Surviving Corporation, as listed below, shall continue to ILLLEGIBLE as the Board of Directors of the Surviving Corporation until the ILLEGIBLE annual meeting of the shareholders of until such times as their successors have been daily elected and qualified:
Geraid J. Surnatt
Emmstt R. Surss
R. Stephen Hainrichs
B.Officers. The present officers of the surviving Corporation, as listed below, shall continue to serve as the
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officers of the Surviving Corporation until the next annual meeting of the Board of Directors of until such type as their [ILLEGIBLE] have been duty elected and qualified:
Name | Position | |
Garald J. Surnatt | Chief Executive Officer and President | |
Alan J. Slack | Chief Financial Officer | |
R. Stephen Nelnriche | Secretary and Treasurer | |
VI
ARTICLES OF INCORPORATION AND BYLAWS
The Articles of Incorporation and Bylaws of the Surviving Corporation, an existing on the effective date of the merger, shall continue in full force and effect as the Articles of Incorporation and Bylaws of the Surviving Corporation until altered, [ILLEGIBLE], or repealed as provided therein or as provided by law.
VII
[ILLEGIBLE]
The Surviving Corporation shall pay all costs and expenses of the merger.
VIII
MISCELLANEOUS
A. Notices. Any notices, requests, demands, or other communications required or permitted to be given by law or by the terms of this plan of Merger shall be in writing and shall be considered given (1) upon personal service of a copy on the party to be served, or (2) forty-eight (48) hours after the [ILLEGIBLE] of such notice by certified or registered mall, postage prepaid, receipt for delivery requested, addressed to the party to be served and properly deposited in the United States mall. Notices shall be given to the parties at the [ILLEGIBLE] listed beneath the parties signatures to this plan of Merger. Any change in the address of any party shall be given by the parties having such change to the other parties in the manner provided above. Thereafter all notices shall be given in accordance with the notice of change of address. Notices given before actual receipt of the notice of change of address shall not be invalidated [ILLEGIBLE] the change of address.
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B. [ILLEGIBLE] Inventions. This Plan of Merger [ILLEGIBLE] be executed in any [ILLEGIBLE] of counterparts, such of which shall be deemed an original.
C. Controlling Law. The [ILLEGIBLE] interpretation, and performance of this Plan of Merger shall be controlled by and [ILLEGIBLE] under the laws of the State of Nevada as [ILLEGIBLE] from time to time.
D. Attorneys’ fees. If any party brings any action or proceeding to enforce, protect, or establish any right or remedy under the Plan of Merger, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.
E. Entire Agreement. This Plan of Merger contains the entire agreement of the parties on the matters covered. No other agreement, statement, or promise made by any party that in net in writing and signed by all of the parties shall be binding.
F. Severability. The unenforceability, invalidity, or illegality of any provision of this Plan of Merger shall not render the other provisions unenforceable, invalid, or illegal.
G. Binding Effect. This Plan of Merger shall be binding upon and shall [ILLEGIBLE] to the benefit and detriment of the parties hereto and their respective personal representatives, hairs, successors, and [ILLEGIBLE].
H. Gender and Number. As used in this Plan of Merger the [ILLEGIBLE] feminine, or [ILLEGIBLE] gender, and the singular or plural number, shall each be considered to include the others whenever the context to indicates.
Dated this 12 day of December 1992.
SURVIVING CORPORATION:
| Vicor, Inc., a Nevada corporation | ||
| By | /s/ Gerald J. Burnett | |
| Gerald J. Burnett, President | ||
| By | /s/ R. Stephen Heinrichs | |
| R. Stephen Heinrichs, Secretary | ||
Board of Directors Approval:
/s/ Gerald J. Burnett
Gerald J. Burnett, Director
RECEIVED DEC 31 1992 8:00 SECRETARY OF STATE |
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| Emmett R. Burns, |
| Emmett R. Burns, Director |
| R. Stephen Heinrichs, |
| R. Stephen Heinrichs, Director |
| Sole members of the Board of Director of Vicor, Inc., a Nevada Corporation |
| [ILLEGIBLE] | ||
| Vicor, Inc., a California corporation | ||
| By: | Gerald J. Burnett | |
| Gerald J. Burnett President | ||
| By: | R. Stephen Heinrichs | |
| R. Stephen Heinrichs Secretary | ||
| Board of Directors Approval; |
| Gerald J. Burnett, |
| Gerald J. Burnett, Director |
| Emmett R. Burns, |
| Emmett R. Burns, Director |
| R. Stephen Heinrichs, |
| R. Stephen Heinrichs, Director |
| Sole members of the Board of Director of Vicor, Inc., a California corporation |
| STATE OF CALIFORNIA | ) | |
| ) ss, | ||
| COUNTY OF SANTA CLARA | ) |
On this [ILLEGIBLE] day of December 1992, personally appeared before me, a Notary public, Gerald J. Burnett, the President and a Director of both Vicor, Inc., a Navada corporation, and Vicor, Inc., a California corporation, personally known (or proved) to me to be the person whose name is subscribed to the foregoing instrument and who acknowledged to me that the executed the instrument in his capacity and within his authority as an
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officer and director of both Vicor, Inc., a Nevada corporation, and Vicor, Inc., a California corporation.
 | /s/ Marianne S. Bradley Notary Public |
| STATE OF CALIFORNIA | ) | |||
| ) ss. | ||||
| COUNTY OF SANTA CLARA | ) |
On this 22nd day of December, 1992, personally appeared before me, a Notary Public, R. Stephen Heinrichs, the secretary and a Director of both Vicor, Inc., a Nevada corporation, and Vicor, Inc., a California corporation, personally known (or proved) to me to be the person whose name is subscribed to the foregoing instrument and who acknowledged to me that he executed the instrument in his capacity and within his authority as an officer and director of both Vicor, Inc., a Nevada corporation, and Vicor, Inc., a California corporation.
| /s/ Marianne S. Bradley Notary Public |
| STATE OF CALIFORNIA | ) | |||
| ) ss. | ||||
| COUNTY OF SANTA CLARA | ) |
On this 22nd day of December, 1992, personally appeared before me, a Notary Public, Emmett R. Burns, a Director of both Vicor, Inc., a Nevada corporation, and Vicor, Inc., a California corporation, personally known (or proved) to me to be the person whose name is subscribed to the foregoing instrument and who acknowledged to me that he executed the instrument in his capacity and within his authority as an officer and director of both Vicor, Inc., a Nevada corporation, and Vicor, Inc., a California corporation.
| /s/ Marianne S. Bradley Notary Public |
RECEIVED DEC 31 1992 8:00 SECRETARY OF STATE |
16
OFFICERS CERTIFICATE OF MERGER FOR
VICOR, INC.,
A CALIFORNIA CORPORATION
I, the undersigned Secretary of Vicor, Inc., a California corporation, hereby certify that:
1. I am, and at all times herein mentioned, was the duly elected and qualified Secretary of Vicor, Inc., a corporation duly organized and validly existing under the laws of the State of California.
2. The Plan of Merger to which this Certificate is attached was duly adopted and approved by the majority written consent of the shareholders owning fifty million, nine hundred thousand (50,900,000) shares of capital stock of the corporation, representing ninety-eight percent (98%) of the issued and outstanding shares of stock of the corporation, which plan of Merger was thereby adopted as the act of the shareholders of the corporation. Attached to this Certificate is a true and correct copy of the Consent Resolutions of the Board of Directors and Shareholders approving the Plan of Merger.
Dated this 27 day of December, 1992.
/s/ R. Stephen Meinriohs
R. Stephen Meinriohs, Secretary
RECEIVED DEC 31 1992 8:00 SECRETARY OF STATE |
17
CONSENT RESOLUTIONS OF
THE BOARD OF DIRECTORS
AND SHAREHOLDERS OF
VICOR, INC.,
A CALIFORNIA CORPORATION
The undersigned, the sole members of the Board of Directors and a majority of the voting power of the shareholders of Vicor, Inc., a California Corporation, hereby consent to the adoption by the Board of Directors and shareholders of the following resolutions and waive notice of the time, place, and purpose of a special joint meeting of the Board of Directors and shareholders to consider the adoption of the resolutions:
RESOLVED, that the Board of Directors and shareholders have considered the Plan of Merger to which these resolutions are attached, which provides for the statutory merger of Vicor, Inc., a California corporation (the “Disappearing Corporation”), into Vicor, Inc., a Nevada corporation (the “Surviving Corporation”), pursuant to Chapter 78 of the Nevada Revised Statutes, Chapter 11 of the California Corporations Code, and Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended, and the Board of Directors hereby eligible the Plan of Merger to the shareholders of the Disappearing Corporation,
RESOLVED FURTHER, that the Board of Directors and shareholders deem it in the best interests of the Disappearing Corporation and its shareholders that the Plan of Merger be approved and that the Disappearing Corporation be merged into the Surviving Corporation,
RESOLVED FURTHER, that the terms and conditions of the Plan of Merger and the means of carrying the Merger into effect as net forth in the Plan of Merger, as well as the manner and basis of surrendering the shares of stock of the Disappearing Corporation as set forth in said plan, are hereby approved,
RESOLVED FURTHER, that the president, Secretary, and the Board of Directors of the Disappearing Corporation are authorized and directed to execute and acknowledge the plan of Merger in the name and on behalf of the Disappearing Corporation and to deliver a duly executed copy thereof to the Surviving Corporation, and,
RESOLVED FURTHER, that the President and Secretary of the corporation art authorized and directed to execute, acknowledge, and file such instruments and do such other acts in the name and on behalf of the Disappearing Corporation as may be necessary and proper to fully
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perform and carry out the terms and conditions of the Plan of Merger.
Dated this 22 day of December, 1992.
| BOARD OF DIRECTORS: |
| [ILLEGIBLE] |
[ILLEGIBLE] |
| [ILLEGIBLE] |
[ILLEGIBLE] |
| [ILLEGIBLE] |
R. Steghen Reinrions |
| SHAREHOLDERS: | ||
[ILLEGIBLE] | ||
| [ILLEGIBLE] | ||
| 711 Putter [ILLEGIBLE] Trust | ||
| By: | [ILLEGIBLE] | |
| [ILLEGIBLE] | ||
[ILLEGIBLE] | ||
| [ILLEGIBLE] | ||
| [ILLEGIBLE] | ||
| By: | [ILLEGIBLE] | |
| [ILLEGIBLE] | ||
RECEIVED DEC 31 1992 8:00 SECRETARY OF STATE |
19
OFFICERS CERTIFICATE OF MERGER FOR
VICOR, INC.,
A NEVADA CORPORATION
I, the undersigned [ILLEGIBLE] of Vicor, Inc., a Nevada corporation, hereby certify that:
1. I am, and at all times herein mentioned, was the duly elected and qualified [ILLEGIBLE] of Vicor, Inc., a corporation duly organised and validly existing under the laws of the State of Nevada.
2. The Plan of Mergers to which a Certificate is attached was duly adopted and approved pursuant to the applicable provisions of the Nevada Revised Statutes, by the majority written constant of the shareholders [ILLEGIBLE] five hundred nine thousand (509,000) shares of capital stock of the corporation, representing ninety eight percent (98%) of the issued and outstanding shares of stock of the corporation, which plan of Merger was thereby adopted as the act of the shareholders of the corporation. Attached to this Certificate is a true and correct copy of the Consent Resolution of the Board of Directors and shareholders approving the plan of Merger.
Dated this 22 day of December 1992.
| /s/ R. Stephen Hainrions |
| R. Stephen Hainrions, Secretary |
RECEIVED DEC 31 1992 8:00 SECRETARY OF STATE |
[ILLEGIBLE] RESOLUTIONS OF
A BOARD OF DIRECTOR
AND SHAREHOLDERS OF
VICOR, INC.,
A NEVADA CORPORATION
The undersigned, the sole members of the Board of Directors and a majority of the voting power of the shareholders of Vicor, Inc., a Nevada corporation, hereby consent to the adoption by the Board of Directors and shareholders of the following resolutions and waive notice of the time, place, and purpose of a special joint meeting of the Board of Directors and shareholders [ILLEGIBLE] consider the adoption of the resolution.
RESOLVED, that the Board of Directors and shareholders have considered the Plan of Merger of which these resolutions are attached, which provides for the statutory Merger of Vicor, Inc., a California corporation (the “Disappearing Corporation”), into Vicor, Inc., a Navada Corporation (the “Surviving Corporation”), pursuant to Chapter 11 of the Nevada Revised Statutes, Chapter 11 of the California Corporation Code, and Section 368(a)(1)(A) of the Internal Revenue Code of 1986, an amended, [ILLEGIBLE] the Board of Directors hereby recommend the Plan of Merger to the shareholders of the Surviving Corporation:
RESOLVED FURTHER, that the Board of Directors and shareholders [ILLEGIBLE] it in the best interest of the Surviving Corporation and its shareholders that the Plan of Merger be approved and that, the Disappearing Corporation be merged into the Surviving Corporation,
RESOLVED FURTHER, that the terms and conditions of the Plan of Merger and the means of carrying the merger into effect as set forth in the Plan of Merger, as well as the manner and basis of surrendering the shares of stock of the Disappearing Corporation as set forth in said plan, are hereby approved,
RESOLVED FURTHER, that the President, Secretary, and the Board of Directors of the Surviving Corporation are authorized and directed to execute and acknowledge the Plan of Merger in the name and on behalf of the Surviving Corporation and to deliver a duly executed copy thereof to the Disappearing Corporation and,
RESOLVED FURTHER, that the President and Secretary of the corporation are authorized and directed to execute acknowledge, and file such instrument and do such other acts in the name and on behalf of the Surviving Corporation as may be necessary and proper to fully Perform and carry out the terms and conditions of the Plan of Merger.
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Dated this 22 day of December, 1992.
| BOARD OF DIRECTORS: | ||
| /s/ [ILLEGIBLE] | ||
| [ILLEGIBLE] | ||
| /s/ [ILLEGIBLE] | ||
| [ILLEGIBLE] | ||
| /s/ R. Stephen [ILLEGIBLE] | ||
| R. Stephen [ILLEGIBLE] | ||
| SHAREHOLDERS: | ||
| /s/ [ILLEGIBLE] | ||
| [ILLEGIBLE] | ||
| 711 Putter [ILLEGIBLE] Trust | ||
| By: | /s/ [ILLEGIBLE] | |
| [ILLEGIBLE] | ||
| /s/ [ILLEGIBLE] | ||
| [ILLEGIBLE] | ||
| [ILLEGIBLE] | ||
| By: | /s/ [ILLEGIBLE] | |
| [ILLEGIBLE] | ||
RECEIVED DEC 31 1992 8:00 SECRETARY OF STATE | ||
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ARTICLES OF MEROER
MEROING
VICOR, INC.
(CA) 1164-92
INTO
VICOR, INC.
(NV) 14373-02 SURVIVOR
SURVIVING NEV. CORP. ADDRESS:
NOT REQUIRED
FILED BY:
CT CORPORATION SYSTEM
49 STEVENSON ST.STE.900
SAN FRANCISCO, CA 94105
ATTN: GEORGE RAMERO
FILING FEE $75.00 INVOICE
FILE DATE: 12-30-92
FILE NO.-14373-92
24
25
| Receipt No. | FY(ILLEGIBLE) | |||||
FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF NEVADA MAY 11 1998 | GKL | |||||
| 05/11/1998 | 135.00 | |||||
(ILLEGIBLE) | RECD BY KR | $ 75. |
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
VICOR, INC.
Vicor, Inc., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), does hereby certify that:
(1) The name of the corporation is vicor, Inc.. The original Articles of Incorporation of the corporation was filed with the Secretary of State of the State of Nevada on December 28, 1992, and amended on January 10, 1996.
(2) The Amended and restated Articles of Incorporation in the form attached hereto as Exhibit A was duly proposed and approved by the Board of Directors of the Corporation. In lieu of a meeting of the stockholders, written consent has been given for the adoption of said Amended and Restated Certificate of Incorporation pursuant to the applicable provisions of the Nevada Revised Statutes, as amended.
IN WITNESS WHEREOF, Vicor, Inc., has caused this Certificates of Officers to be signed by Victor K. Nichols, its President, and attested by R. Stephen Heinrichs, its Secretary, on May 5, 1998.
| VICOR, INC. | ||
By: | /s/ Victor K. Nichols | |
| Victor K. Nichols, President | ||
| ATTEST: | ||
| By: | /s/ R.Stephen Heinrichs | |
| ||
| R.Stephen Heinrichs, Secretary | ||
STATE OF CALIFORNIA | ) | |||||
| )ss. | ||||||
COUNTY OF ( SANTA CLARA) | ) |
These Amended and Restated Articles of Incorporation were acknowledged before me on May 5, 1998, by Victor K. Nichols.
| Nina S. Kramer Notary Public |
STATE OF California | ) | |||||
| ) ss. | ||||||
COUNTY OF (SANTA CLARA) | ) |
These Amended and Restated Articles of Incorporation were acknowledged before me on May 5, 1998, by R. Stephen Heinrichs.
| Nina S. Kramer Notary Public |
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
VICOR, INC.
Vicor, Inc., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), certifies that:
1. The name of this Corporation is Vicor, Inc.
2. A.Registered Office. The street address of the Corporation’s registered office in the State of Nevada is 264 Village Boulevard, Unit 2B, Incline Village, Nevada 89451. The mailing address of the registered office is P.O. Box 7097, Incline Village, Nevada 89452. The Corporation my conduct all or part of its business in any other part of the State of Nevada.
B.Resident Agent. The resident agent of the Corporation is R. Stephen Heinrichs, 264 Village Boulevard, Unit 2B, P.O. Box 7097, Incline Village, NV 89452.
3. The Corporation shall be authorized to issue one hundred million (100,000,000) shares of stock with a par value of $.000001 per share. All of the share of stock shall be of the same class, designated “Common Stock”, without preference or distinction.
4. A.Name. The members of the governing board of the Corporation shall be designated as Directors.
B.Initial Board of Directors. The initial Board of Directors shall consist of three (3) members, the names and post office boxes or street addresses, either residence or business, of whom are as follows. These individuals shall serve as Directors, until the next annual meeting of the shareholders, or until their successors shall have been elected and qualified.
| Name | Address | |
Gerald J. Burnett | P.O. Box 7097 Incline Village, NV 89452 | |
William L. Campbell | P.O. Box 7097 Incline Village, NV 89452 | |
R. Stephen Heinrichs | P.O. Box 7097 Incline Village, NV 89452 | |
C.Increase or Decrease of Directors. The number of Directors of the Corporation may be increased or decreased from time to time by amendment to the bylaws of the Corporation; provided, however, that there must at all times be at least one (1) Director.
5. No officer or Director of the Corporation shall have any personal liability to the Corporation or its shareholders for damages resulting from breach of any fiduciary duty as an officer or Director, except for any acts or omissions which involve intentional misconduct, fraud, knowing violations of law, or payment of distributions in violation of Section 78.300 of the Nevada Revised Statutes.
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36
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EXHIBIT A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
VICOR, INC.
Vicor, Inc., a corporation organized and existing under the laws of the State of Nevadas (the “Corporation”), does hereby certify that:
1. The name of the corporation is Vicor, Inc. The original Articles of Incorporation of the corporation were filed with the Secretary of State of Nevada on December 28, 1992.
2. The Amended and Restated Articles of Incorporation in the form attached hereto as Exhibit A were duly proposed and approved by the Board of Directors of the Corporation. In lieu of a meeting of the stockholders, written consent has been given for applicable provisions of the Nevada Revised Statutes, as amended.
Dated as of this 1st day of September, 2006.
| VICOR, INC | ||
| BY | /s/ J. Doroga | |
| Name | J. Doroga | |
| Its: | Senior Vice President and Corporate Secretary | |
EXHIBIT A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
VICOR, INC.
Pursuant to the provisions to Section 78.403 of the Nevada Revised Statutes, the undersigned corporation adopts the following Amended and Restated Articles of Incorporation as of this date:
| 1. | Name of Corporation: Vicor, Inc. |
| 2. | Resident Agent Name and Street Address: |
The Corporation Trust Company of Nevada
6100 Neil Road, Suite 500
Reno, NV 89511
| 3. | Shares: 10,000 shares of Common Stock will $.01 per value. |
| 4. | Name and Addresses of the Board of Directors: |
Paul T. Danola
4900 West Brown Deer Road
Brown Deer, WI 53223
5. Purpose: The transaction of all lawful business for which a corporation may be incorporated in the state of Nevada.
Dated this 1st day of September, 2006.
| VICOR, INC. | ||
| BY | /s/ J. Doroga | |
| Name | J. Doroga | |
| Its: | Senior Vice President and Corporate Secretary | |
