Exhibit 3.97 CERTIFICATE STATE OF OREGON OFFICE OF THE SECRETARY OF STATE Corporation Division I, BILL BRADBURY, Secretary of State of Oregon, and Custodian of the Seal of said State, do hereby certify: L-3 COMMUNICATIONS AEROMET, INC. was incorporated under the Oregon Business Corporation Act on May 2, 1986 and is active on the records of the Corporation Division as of the date of this certificate. [STATE OF OREGON 1859 SEAL] In Testimony Whereof, I have hereunto set my hand and affixed hereto the Seal of the State of Oregon. BILL BRADBURY, Secretary of State By: /s/ Marilyn R. Smith ------------------------------------ Marilyn R. Smith December 15, 2003 CERTIFICATE STATE OF OREGON OFFICE OF THE SECRETARY OF STATE Corporation Division I, BILL BRADBURY, Secretary of State of Oregon, and Custodian of the Seal of said State, do hereby certify: That the attached Document File for: L-3 COMMUNICATIONS AEROMET, INC. is a true copy of the original documents that have been filed with this office. [STATE OF OREGON 1859 SEAL] In Testimony Whereof, I have hereunto set my hand and affixed hereto the Seal of the State of Oregon. BILL BRADBURY, Secretary of State By: /s/ Marilyn R. Smith ------------------------------------ Marilyn R. Smith December 15, 2003 ARTICLES OF INCORPORATION OF WESTERN AIRCRAFT INVESTORS, INC. The undersigned natural person of the age of eighteen (18) years or more, acting as an Incorporator under the Oregon Business Corporation Act, adopts the following Articles of Incorporation: ARTICLE I The name of this corporation is WESTERN AIRCRAFT INVESTORS, INC. ARTICLE II The purposes for which the corporation is organized are to engage in any lawful activities for which corporations may be organized under ORS Chapter 57. ARTICLE III 1. The aggregate number of shares which the corporation Shall have authority to issue is five hundred (500) shares with no par value. 2. Shareholders shall have a pre-emptive right to acquire only unissued shares, or securities convertible into or carrying a right to subscribe to or acquire such shares, to the extent provided by statute. 3. Each Shareholder shall have one vote for each voting share held of record on all matters submitted for Shareholder approval. No shareholder shall be entitled to cumulate his votes for election of Directors. 4. At any meeting of the Shareholders, the holders of a majority of all the outstanding voting shares of the capital stock of this corporation, present in person or represented by proxy, shall constitute a quorum of the Shareholders for all purposes. ARTICLE IV The address of the initial registered office of the corporation is 2300 First Interstate Bank Tower, 1300 S.W. Fifth Avenue, Portland, Oregon and the name of its initial registered agent at such address is William R. Miller, Jr. ARTICLE V 1. The number of Directors of the corporation shall be fixed by the By-Laws of this corporation. The number of Directors constituting the initial Board of Directors of the corporation is two (2). The names and addresses of the persons who are to serve as Directors until the first annual meeting of Shareholders or until their successors are elected and qualified are: Name Address ---- ------- D. Ray Booker 1020 North Juniper Jenks, Oklahoma 74037 Earlene Booker 1020 North Juniper Jenks, Oklahoma 74037 2. Vacancies in the Board of Directors by reason of death, resignation, an increase in the number of Directors, or other cause, prior to the expiration of the natural term, shall be filled by the affirmative vote of a majority of the remaining Directors even though less than a quorum. All other requirements for filling such vacancies shall be established by the By-Laws of this corporation. 3. All or any number of the Directors may be removed, with or without cause, at a meeting expressly called for that purpose by a vote of the holders of a majority of the shares then entitled to vote at an election of Directors. ARTICLE VI Contracts or transactions of the corporation with an interested Director or Officer shall be valid provided that the interest of -the Director or Officer is disclosed, but such interest shall not require him to bear any loss accruing to the corporation which might arise therefrom. The presence of such interested Director shall count toward a quorum and he may vote in favor of the transaction. ARTICLE VII The name and address of the incorporator is: Name Address ---- ------- William R. Miller, Jr. 2300 First Interstate Bank Tower 1300 S.W. Fifth Avenue Portland, Oregon 97201 ARTICLE VIII Address where Division may mail notices: Name Address ---- ------- William R. Miller, Jr. 2300 First Interstate Bank Tower 1300 S.W. Fifth Avenue Portland, Oregon 97201 2 ARTICLE IX Person to contact about this filing: Name Telephone Number ---- ---------------- William R. Miller, Jr. (503) 241-2300 I, the undersigned Incorporator, declare under penalties of perjury that I have examined the foregoing and to the best of my knowledge and belief, it is true, correct and complete. Dated this 2nd day of May, 1986. /s/ William R. Miller, Jr. ---------------------------------------- William R. Miller, Jr., Incorporator 3 STATE OF OREGON CORPORATION DIVISION 158 12TH ST. NE SALEM, OR 97310 DAVIS WRIGHT TREMAINE NOVEMBER 16, 1993 ATTN: BARBARA HAND 2300 FIRST INTERSTATE TOWER PORTLAND OR 97201 ACTION: REINSTATEMENT ENTITY TYPE: DOMESTIC BUSINESS (831,115) REGISTRY #: 031744-89 RE: WESTERN AIRCRAFT INVESTORS, INC. Please complete and return this letter and any enclosed documents so that we can file the requested reinstatement. Please submit $155.00 to cover the fees for the requested reinstatement. The above entity hereby requests to be active on the records of the Corporation Division. The effective date of administrative dissolution is 6-24-88. The reason(s) for administrative dissolution has been eliminated or did not exist. By: /s/ D. Ray Booker Date: Jan. 4, 1994 ------------------------------------- ------------ (Authorized Signature) PLEASE RETURN THIS LETTER AND ALL DOCUMENTS WITH YOUR RESPONSE AS SOON AS POSSIBLE. IF WE DO NOT HEAR FROM YOU IN 45 DAYS, YOUR ACTION WILL NOT BE COMPLETED. Document Review/Data Entry Corporation Division (503) 378-4901, 378-4743 ENC: Duplicate Annual Report CKS NONOTH-814200-06-87 Registry Number: Corporation Division Business Registry 158 12th Street NE 031 744-89 Salem, OR 97310-0210 ------------------ (503) 378-4168 RESTATED ARTICLES OF INCORPORATION BUSINESS CORPORATION 1. Name of the corporation prior to amendment: WESTERN AIRCRAFT INVESTORS, INC. 2. New name of the corporation (if changed): WESTERN AIRCRAFT TECHNOLOGIES, INC. 3. A COPY OF THE RESTATED ARTICLES IS ATTACHED. 4. Check the appropriate statement(s): [ ] The restated articles contain amendments WHICH DO NOT REQUIRE SHAREHOLDER APPROVAL. These amendments were duly adopted by the board of directors. [X] The restated articles contain amendments WHICH REQUIRE SHAREHOLDER APPROVAL. The date of adoption of the restated articles was May 25, 1994, which is the date of adoption of amendments included in the restated articles. The vote of the shareholders was as follows: - ---------------------------------------------------------------------------------------------------------------------- Class or series of Number of shares Number of votes Number of votes cast Number of votes cast shares outstanding entitled to be cast for against - ---------------------------------------------------------------------------------------------------------------------- Common 500 500 500 0 - ---------------------------------------------------------------------------------------------------------------------- 5. Other provisions, if applicable: Execution: /s/ D. Ray Booker D. Ray Booker Director --------------------------------------------------------------------- Signature Printed name Title Person to contact about this filing: William R. Miller, Jr. (503) 241-2300 ------------------------------------------- Name Daytime phone number MAKES CHECKS PAYABLE TO THE CORPORATION DIVISION. SUBMIT THE COMPLETED FORM AND FEE TO: CORPORATION DIVISION, BUSINESS REGISTRY, 158 12TH STREET NE, SALEM, OREGON 97310-0210. RESTATED ARTICLES OF INCORPORATION OF WESTERN AIRCRAFT TECHNOLOGIES, INC. The aforesigned Director hereby adopts the following Restated Articles of Incorporation under the Oregon Business Corporation Act (the Act): ARTICLE I The name of this corporation is Western Aircraft Technologies, Inc. and its duration shall be perpetual. ARTICLE II The purposes for which the corporation is to engage in any other lawful activities for which corporations may be organized under the Act. ARTICLE III 1. The aggregate number of shares which the corporation shall have authority to issue is Five Hundred (500) common voting shares with no par value. 2. Shareholders shall have pre-emptive rights to acquire shares to the extent provided by the Act. 3. No Shareholder shall be entitled to cumulate his votes for election of Directors. 4. At any meeting of the Shareholders, the holders of a majority of all the outstanding voting shares of the capital stock of this corporation, present in person or represented by proxy, shall constitute a quorum of the Shareholders for all purposes. 5. The corporation shall have the right to purchase its own shares as provided by the Act. ARTICLE IV 1. The number of Directors of the corporation shall be fixed by the Bylaws of this corporation. The number of Directors constituting the present Board of Directors of the corporation is one. 2. __________________________________________________________________ the remaining Directors even though less than a quorum. All other requirements for filling such vacancies shall be established by the Bylaws of this corporation. 3. All or any number of the Directors may be removed, with or without cause, at a meeting expressly called for that purpose by a vote of the holders of a majority of the shares then entitled to vote at an election of Directors. ARTICLE V Contracts or transactions of the corporation with an interested Director or Officer shall be valid as provided by the Act. The presence of such interested Director shall count toward a quorum and he may vote in favor of the transaction. ARTICLE VI 1. The Corporation shall indemnify, to the fullest extent provided in the Act, any Director or Officer who was or is a party or is threatened to be made a party to any proceeding by reason of or arising from the fact that he is or was a Director or Officer of the Corporation. The determination and authorization of indemnification shall be made as provided in the Act. 2. The Corporation shall pay for or reimburse the reasonable expenses incurred by a Director or Officer who is a party to a proceeding in advance of final disposition of the proceeding as provided in the Act. 3. The indemnification referred to in the various sections of this Article shall be deemed to be in addition to and not in lieu of any other rights to which those indemnified may be entitled under any statute, rule of law or equity, agreement, vote of the Shareholders or Board of Directors or otherwise. ARTICLE VII The liability of the Directors of the Corporation for monetary damages for conduct as a director shall be eliminated to the fullest extent permissible under the Act, except that this provision shall not eliminate or limit the liability of a director for: a. Any breach of the director's duty of loyalty to the corporation or its stockholders; b. Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; c. Any unlawful distribution under ORS 60.367; or d. Any transaction from which the director derives an improper personal benefit. 2 ARTICLES OF AMENDMENT BY SHAREHOLDERS AND BOARD OF DIRECTORS OF WESTERN AIRCRAFT TECHNOLOGIES, INC. FILING FEE: $10.00 1. The name of the corporation prior to amendment is Western Aircraft Technologies, Inc. 2. Article I shall be amended to read: The name of this corporation is Aeromet, Inc. 3. The amendment was adopted on July 25, 1994. 4. Shareholder action was required to adopt the amendment. The shareholder vote was as follows: - ------------------------------------------------------------------------------------------------------------------------------- Class or Series of Number of Shares Number of Votes Entitled Number of Votes Cast Shares Outstanding to be Cast Number of Votes Cast For Against - ------------------------------------------------------------------------------------------------------------------------------- Common 500 500 500 0 - ------------------------------------------------------------------------------------------------------------------------------- /s/ D. Ray Booker --------------------------- D. Ray Booker, Director Person to contact about this filing: William R. Miller, Jr. Telephone: (503) 241-2300 PHONE: (503) 965-2200 FAX: (503) 378-4381 ARTICLES OF AMENDMENT - BUSINESS/PROFESSIONAL/NONPROFIT - -------------------------------------------------------------------------------------------------------------------------- SECRETARY OF STATE CHECK THE APPROPRIATE BOX BELOW: CORPORATION DIVISION [ ] BUSINESS/PROFESSIONAL CORPORATION 256 CAPITOL ST., NE, SUITE 151 (COMPLETE ONLY 1, 2, 3, 4, 6, 7) SALEM, OR 97310-1327 [ ] NONPROFIT CORPORATION FILINGINOREGON.COM (COMPLETE ONLY 1, 2, 3, 4, 6, 7) REGISTRY NUMBER: 031744-89 ------------------ In keeping with Oregon Statute 192.410-192.595, the information on the application is public record. We must release this information to all parties upon request and it may be posted on our website. For office use only. Please Type or Print Legible in Black Ink. 1) NAME OF CORPORATION PRIOR TO AMENDMENT: Aeromet, Inc. 2) State the Article Number(s) and set forth the Article(s) as it is amended to read. (Attach a separate sheet if necessary.) "ARTICLE I: The name of this corporation is L-3 Communications Aeromet, Inc. and its duration shall be perpetual." 3) The Amendment was Adopted on: July 24, 2003 (If more than one amendment was adopted, identify the date of adoption of each amendment.) BUSINESS/PROFESSIONAL CORPORATION ONLY 4) Check the Appropriate Statement [X] Shareholder action was required to adopt the amendment(s). The vote was as follows: ------------- ----------- ---------- ----------- ----------- Number of Votes Number of Class or Number of Entitled Number of Votes Series of Shares to be Votes Cast Shares Outstanding Cast Cast FOR AGAINST ------------- ----------- ---------- ----------- ----------- Common 500 500 500 0 ------------- ----------- ---------- ----------- ----------- [ ] Shareholder action was not required to adopt the amendment(s). The amendment(s) was adopted by the board of directors without shareholder action. [ ] The corporation has not issued any shares of stock. Shareholder action was not required to adopt the amendment(s). The amendment(s) was adopted by the incorporators or by the board of directors. NONPROFIT CORPORATION ONLY 5) Check the Appropriate Statement [ ] Membership approval was not required. The amendment(s) was approved by a sufficient vote of the board of directors or incorporators. [ ] Membership approval was required. The membership vote was as follows: ------------ ----------- ---------- ----------- ----------- Number Number of of Votes Number of Class(es) members Entitled Number of Votes entitled entitled to be Votes Cast to vote to vote Cast Cast FOR AGAINST ------------- ----------- ---------- ----------- ----------- ------------- ----------- ---------- ----------- ----------- 6) Execution Printed Name Signature Title Christopher C. Cambria /s/ Christopher C. Cambria Secretary ----------------------------------------------------------------------- 7) Contact Name (To resolve questions with this filing.) Daytime Phone Number (include area code) ----------------------------------------------------- ---------------------------------------- Domenica Karbid (212) 805-5790 ----------------------------------------------------- ----------------------------------------
Interstate Electronics Inactive
Filed: 22 Mar 04, 12:00am