Exhibit 3.5
Articles of Incorporation
(PURSUANT TO NRS 79)
STATE OF NEVADA
Secretary of State
Filing res:
Receipt #:
| IMPORTANT: Read instructions on reverse side before completing this form. | |
| TYPE OR PRINT (BLACK INK ONLY) | |
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1. NAME OF CORPORATION: Tyco International (NV) Inc.
2. RESIDENT AGENT: ([ILLEGIBLE] resident agent and his STREET ADDRESS in Nevada where process may be served)
Name of Resident Agent: THE CORPORATION TRUST COMPANY OF NEVADA
Street Address: One East First Street | | | | Reno NV | | 89501 |
Street No. | | Street Name | | City | | Zip |
3. SHARES: (number of shares the corporation is authorized to issue)
Number of shares with par value: 1,000 Par Value: 1.00 Number of shares without par value:
4. GOVERNING BOARD: shall be styled as (check one): x Directors o Trustees
The FIRST BOARD OF DIRECTORS shall consist of 3 members and the names and address are as follows (attach additional pages if necessary:
See attachment | |
Name | Address | City/State/Zip |
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Name | Address | City/State/Zip |
5. PURPOSE (optional - see reverse side): The purpose of the corporation shall be:
6. OTHER MATTERS: This form includes the minimal statutory requirements to incorporate under NRS 78. You may attach additional information pursuant to NRS 78.037 or any other information you deem appropriate. If any of the additional information is contradictory to this form it cannot be filed and will be returned to you for correction. Number of pages attached .
7. SIGNATURES OF INCORPORATORS: The names and addresses of each of the incorporators signing the articles: (Signatures must be authorized) (Attach additional pages if there are more than two incorporators.)
Suzanne Burich | | |
Name (print) | | Name (print) |
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1200 South Pine Island Road, Plantation, Florida 33324 | | |
Address | City/State/Zip | | Address | City/State/Zip |
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/s/ Suzanne Burich | | |
Signature | | Signature |
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State of Florida | County of Broward | | State of | County of |
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This instrument was acknowledged before me on | | This instrument was acknowledged before me on |
August 24,1999, by | | , 19 , by |
Suzanne Burich | | |
Name of Person | | Name of Person |
| | |
as incorporator | | as incorporator |
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of Tyco International (NV) Inc. | | of |
(name of party on behalf of whom instrument was executed) | | (name of party on behalf of whom instrument was executed) |
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/s/ Joan Warren | | |
Joan Warren | | Notary Public Signature |
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[SEAL] | (affix notary stamp or seal) |
8. CERTIFICATE OF ACCEPTANCE OF APPOINMENT OF RESIDENT AGENT
The Corporation Trust Company of Nevada hereby accept appointment as Resident Agent for the above named corporation.
The Corporation Trust Company of Nevada By: [ILLEGIBLE] | | |
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| | 8-23-99 |
Signature of Resident Agent | (Assistant Secretary) | | Date |
(NEV. - 103-11/8/95) | SPECIAL ASSISTANT SECRETARY | | |
Appendix to Nevada
Articles of Incorporation - (short form) (copy)
Tyco International (NV) Inc.
List of Directors of Tyco International (NV) Inc.
1. | Irving Gutin |
| One Tyco Park |
| Exeter, New Hampshire 03833 |
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2. | Mark Swartz |
| One Tyco Park |
| Exeter, New Hampshire 03833 |
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3. | L. Dennis Kozlowski |
| One Tyco Park |
| Exeter, New Hampshire 03833 |
1
| ROSS MILLER | | | |
Secretary of State | | |
204 North Carson Street, Suite 1 | | |
Carson City, Nevada 89701-4520 | | |
(775) 684-5708
Website: www.nvsos.gov | | | |
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Certificate of Amendment | | |
(PURSUANT TO NRS 78.385 AND 78.390) | | | | |
USE BLACK INK ONLY · DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
Certificate of Amendment to Articles of incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After issuance of Stock)
1. Name of corporation:
Tyco International (NV) Inc.
2. The articles have been amended as follows: (provide article numbers, if available)
Article one of the articles of incorporation is hereby amended as follows:
“The name of the Corporation is Atkore International (NV) Inc.”
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 100%
4. Effective date of filing: (optional)
| (must not be later than 90 days after the certificate is filed) |
5. Signature: (required)
/s/ John Davis | |
Signature of Officer John Davis, Vice President | |
* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected
This form must be accompanied by appropriate fees | Nevada Secretary of State Amend Profit-After |
| Revised 3-6-09 |
[ILLEGIBLE]
