EXHIBIT 3.21
RESTATED ARTICLES OF INCORPORATION
OF
EXCELLON INDUSTRIES
(As Amended Through January 11, 1968)
The undersigned, JOSEPH E. SMITH and BRYAN HARRISON, hereby
certify that they are, respectively, the duly elected and acting President and
Secretary of EXCELLON INDUSTRIES, a California corporation, and that the
following correctly sets forth the text of the Articles of Incorporation of said
corporation, as amended to the date of this certificate:
RESTATED ARTICLES OF INCORPORATION
OF
EXCELLON INDUSTRIES
I
The name of this corporation is:
EXCELLON INDUSTRIES
II
The purposes for which this corporation is formed are:
a. The primary and principal business for which the
corporation is organized and in which it intends to engage is designating and
manufacturing precision machine tools.
b. To acquire by purchase, lease or otherwise, lands
of any and every description and other interests therein; to improve and hold
lands for investment purposes; to construct improvements upon lands or interests
therein owned by the corporation or otherwise to deal in lands, buying and
selling real estate or interests therein of any description and to engage in
general mercantile and manufacturing business.
c. To build, construct, erect, purchase, lease, hire
or otherwise acquire or provide any buildings, offices, workshops, plants,
machinery, equipment, structures, warehouses, depots, or other things necessary
or useful for the purpose of carrying out the said objects of the corporation.
d. To acquire by purchase, or otherwise, the
business, good will, rights, assets and property of any person, firm,
association or corporation, either with or without assuming the whole or any
part of the liabilities thereof, and to pay for the same in cash, the stock or
bonds of this corporation, or otherwise; to hold or dispose of any
portion or all of the property so acquired; to operate or conduct in any lawful
manner the whole or any portion of any business so acquired, and to have and
exercise such powers as may be necessary or convenient in, to or connected with
the management and operation of said business.
e. To buy, sell and deal in securities of every
description, including mortgages, bonds, debentures, promissory notes,
commercial paper and securities of other classes; and to buy, sell and generally
deal in stocks or bonds of other corporations; to exchange shares of stock or
bonds of other corporations; to exchange shares of stock or bonds, or either or
both, issued by this corporation for stocks, bonds, or other securities issued
by other corporations, or for real or personal property of any kind.
f. To qualify and do business in any other state,
territory, dependency, or foreign country, and to conduct business within or
without the State of California, and to have and to exercise all powers
authorized by the State of California under which this corporation is formed,
whether expressly set forth in this paragraph or not.
g. To carry on any business whatever which this
corporation may deem proper or convenient in connection with any of the
foregoing purposes or otherwise, or which may be calculated directly or
indirectly to promote the interest of this corporation, or to enhance the value
of its property or business.
h. To borrow money; to lend money; to own real
property; to own personal property; to deal in personal property; to have and to
exercise all the powers conferred by the laws of the State of California upon
corporations formed under the laws pursuant to and under which this corporation
is formed, as such laws are now in effect or may at any time hereafter be
enacted or amended.
The foregoing statement of purposes shall be construed as a
statement of both purposex and powers, and the purposes and powers stated in
each clause shall, except where otherwise expressed, be in no wise limited or
restricted by reference to or inference from the terms or provisions of any
other clause, but shall be regarded as independent purposes.
III
The principal office of the corporation for the transaction of
the business of this corporation is to be located in the County of Los Angeles,
State of California.
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IV
That this corporation is authorized to issue only one class of
shares of stock; the total number of such shares is One Million Two Hundred
Fifty Thousand (1,250,000) shares and the aggregate par value of all said shares
shall be One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00) and the
par value of said shares shall be One Dollar ($1.00) each. Upon the amendment of
this Article to read as hereinabove set forth, each outstanding share of a NO
PAR value is split up and converted into Five Hundred (500) shares having a par
value of One Dollars ($1.00).
V
The number of directors is three, and the names and addresses
of the persons who are appointed to act as the first directors are:
L. E. GARWOOD 630 Calle de Arbolas
Redondo Beach, California
JOSEPH E. SMITH 2924 W. 129th Street
Gardena, California
MICHAEL L. GARDNER 7105 Shoshone Avenue
Van Nuys, California
IN WITNESS WHEREOF, the undersigned have executed this
certificate this 19 day of March, 1968.
/s/ JOSEPH E. SMITH
---------------------------------
JOSEPH E. SMITH
President of Excellon Industries
/s/ BRYAN HARRISON
---------------------------------
BRYAN HARRISON
Secretary of Excellon Industries
AFFIDAVIT OF OFFICERS OF
EXCELLON INDUSTRIES
STATE OF CALIFORNIA )
ss.
COUNTY OF LOS ANGELES )
Joseph E. Smith and Bryan Harrison, and each of them, first
duly sworn, depose and say:
That Joseph E. Smith is the President and Bryan Harrison is
the Secretary of Excellon Industries, a California corporation;
That at a special meeting of the Board of Directors of said
corporation duly held at its principal office for the transaction of business at
2917 W. Lomita Boulevard, Torrance, California, at 9:00 o'clock A.M. on the 7th
day of October, 1967, at which meeting there
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was at all times present and acting a quorum of the members of said Board, they
were duly authorized by resolution of said Board of Directors adopted on said
date to execute and file or cause to be filed with the Secretary of State of the
State of California the certificate of Restated Articles of Incorporation
annexed hereto; and
That the certificate of Restated Articles of Incorporation of
said corporation annexed hereto correctly sets forth the text of the Articles of
Incorporation of Excellon Industries as amended to the date of said certificate.
/s/ JOSEPH E. SMITH
-----------------------------
JOSEPH E. SMITH
/s/ BRYAN HARRISON
-----------------------------
BRYAN HARRISON
Subscribed and sworn to before
me this 19 day of March, 1968.
/s/ MARSHA KAY
- -----------------------------------
Notary Public in and for said State
My Commission Expires 1-2-70
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EXCELLON INDUSTRIES
CERTIFICATE OF OWNERSHIP
We, the undersigned, JOSEPH E. SMITH and EDWARD F. PHILLIPPI,
JR., hereby do certify that we are, and at all times herein mentioned have been
the President and Secretary, respectively, of EXCELLON INDUSTRIES, a California
corporation, and hereby do further certify and state:
(a) That said corporation owns all of the outstanding
stock of LATHE CRAFT, INC., a California corporation.
(b) That at a meeting of the Board of Directors of
EXCELLON INDUSTRIES, the following resolutions were adopted by a majority of its
Board of Directors to merge LATHE CRAFT, INC. and to assume all its obligations:
WHEREAS, this Corporation owns all the outstanding stock of
LATHE CRAFT, INC., a California corporation; and
WHEREAS, it is deemed advisable and in the best interests of
this Corporation and its shareholders that this Corporation
merge LATHE CRAFT, INC., and assume all its obligations.
NOW, THEREFORE, BE IT RESOLVED, that this Corporation merge
LATHE CRAFT, INC. into itself and assume all its obligations
pursuant to Section 4124 of the California Corporations Code;
RESOLVED FURTHER, that the President and Secretary of this
Corporation be and they are hereby authorized and directed to
execute and file a Certificate of Ownership as required by
Section 4124 of the California Corporations Code and to take
such further action as may be necessary or proper to
accomplish such merger;
RESOLVED FURTHER, that this dissolution shall be considered to
be pursuant to a plan of liquidation within the meaning of
Section 332(b) of the Internal Revenue Code of 1954 which plan
is as follows:
(1) The Corporation shall file a Certificate of
Ownership with the California Secretary of State.
(2) On the date of such filing, all assets and
all liabilities of LATHE CRAFT INC., shall be transferred to
this Corporation.
(c) That the meeting of the Board of Directors at which
said resolutions were adopted was duly held on the 15 Day of December 1969, at
the hour of 2:00 PM in the City of Torrance, California, and the said
resolutions were adopted by the vote of seven directors and that the number of
directors entitled to vote is seven.
IN WITNESS WHEREOF, EXCELLON INDUSTRIES has executed this
certificate on the 15 day of December, 1969.
EXCELLON INDUSTRIES
By /s/ JOSEPH E. SMITH
---------------------------
Joseph E. Smith, President
/s/ E. F. PHILLIPPI. JR.
--------------------------
Edward F. Phillippi, Jr.
Secretary
JOSEPH E. SMITH and EDWARD F. PHILLIPPI, JR., the President
and Secretary, respectively, of EXCELLON INDUSTRIES, a California Corporation,
each say:
I declare under penalty of perjury that the foregoing is true
and correct.
Executed on the 15 day of December, 1969, at 23915 Gamier
Street, Torrance, California.
/s/ JOSEPH E. SMITH
------------------------------
Joseph E. Smith, President
/s/ E. F. PHILLIPPI, JR.
------------------------------
Edward F. Phillippi, Jr.
Secretary
(2)
Avg. pv chgd. from: $1,250,000.00 to $6,250,000.00
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
EXCELLON INDUSTRIES
JOSEPH E. SMITH and EDWARD F. PHILLIPPI, JR. certify:
1. That they are the president and secretary,
respectively, of EXCELLON INDUSTRIES, a California corporation.
2. That at a meeting of the board of directors of said
corporation, duly held at Torrance, California, on January 2, 1970, the
following resolution was adopted:
RESOLVED: That Article IV of the Articles of
Incorporation be amended to read in full as follows:
This corporation is authorized to issue two classes
of shares of stock to be designated, respectively, Preferred
Stock and Common Stock. The total number of shares of all
classes of stock which this corporation shall have authority
to issue is Five Million Five Hundred Thousand (5,500,000).
The aggregate par value of all shares having par value shall
be Six Million Two Hundred Fifty Thousand Dollars
($6,250,000). The number of shares of Preferred Stock shall be
Five Hundred Thousand (500,000), with each share having a par
value of Ten Dollars ($10.00), with the aggregate par value of
all such shares being Five Million Dollars ($5,000,000). The
number of shares of Common Stock shall be Five Million
(5,000,000), with each share having a par value of Twenty-five
Cents ($.25), with the aggregate par value of all such shares
being One Million Two Hundred Fifty Thousand Dollars
($1,250,000). Upon
the amendment of this Article IV as hereinabove set forth,
each outstanding share of Common Stock, par value One Dollar
($1.00) per share, is automatically converted into or
reconstituted as one share of Common Stock, par value
Twenty-five Cents ($.25) per share.
Set forth below is the manner in which Preferred
Stock may be issued in series, the manner in which the rights
and preferences of the Preferred Stock are to be determined,
and the rights of the Common Stock.
(1) Preferred Stock.
Preferred Stock may be issued from time to
time, in one or more series, each such series to have such a
distinctive designation or title as may be fixed by the Board
of Directors prior to issuance of shares thereof. The number
of shares of Preferred Stock constituting each such series
shall be fixed by the Board of Directors prior to issuance of
any shares in such series. The Board of Directors is hereby
further authorized to fix or alter, from time to time, the
dividend rights, dividend rate, conversion rights, voting
rights, the rights in terms of redemption (including sinking
fund provisions), the redemption price or prices and the
liquidation preferences of any wholly unissued series of
shares of Preferred Stock, and to increase or decrease (but
not below the number of such series then outstanding), the
number of shares constituting any outstanding series, the
number of shares of which is theretofore fixed by the
directors. The
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description and terms of the Preferred Stock of each wholly
unissued series in respect of the foregoing particulars are
hereby authorized to be fixed and determined by the Board of
Directors by appropriate resolution or resolutions, and upon
each such determination of the Board of Directors shall
require the officers of this corporation to file a Certificate
of Determination of Preferences with the Secretary of State of
the State of California in the form and manner then required
by the California Corporations Code. All shares of Preferred
Stock shall be of equal rank and shall be identical in all
respects except in respect of the particulars that may be
fixed by the Board of Directors as in Article Four provided;
and all shares within each series shall be identical in all
respects. Each series of Preferred Stock may differ from any
or every other series of Preferred Stock as may be determined
from time to time by the Board of Directors prior to the
issuance of any shares of such series.
(2) Common Stock.
Subject to the prior rights of the holders
of Preferred Stock as provided by law or in the Articles of
Incorporation of this corporation or by the Board of Directors
pursuant to the authority granted in this Article Four, the
holders of Common Stock shall have and possess all (i) rights
to dividends as may be declared and paid out of funds of this
corporation legally available for such payment in such amounts
and at such times the Board of Directors may determine, (ii)
voting rights and powers; and (ii) rights to
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receive the assets of the corporation upon liquidation,
dissolution or winding up of the corporation, whether by
voluntary or involuntary action.
3. That the shareholders have adopted said amendment by
written consent. That the wording of the amended article, as set forth in the
shareholders' written consent, is the same as that set forth in the directors'
resolution in Paragraph 2 above.
4. That the number of shares represented by written
consent is 355,000. That the total number of shares entitled to vote on or
consent to the amendment is 355,000.
/s/ JOSEPH E. SMITH
-----------------------------------
JOSEPH E. SMITH, President
/s/ E. F. PHILLIPPI
-----------------------------------
EDWARD F. PHILLIPPI, JR., Secretary
Each of the undersigned declares under penalty of perjury that the
matters set forth in the foregoing certificate are true and correct. Executed at
Torrance, California, on February 9, 1970.
/s/ JOSEPH E. SMITH
-----------------------------------
JOSEPH E. SMITH
/s/ E. F. PHILLIPPI
-----------------------------------
EDWARD F. PHILLIPPI, JR.
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CERTIFICATE OF CORRECTION
OF
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
EXCELLON INDUSTRIES
JOSEPH E. SMITH and EDWARD F. PHILLIPPI, JR. certify:
1. That they are the president and the secretary, respectively,
of EXCELLON INDUSTRIES.
2. That the name of the corporation is EXCELLON INDUSTRIES, and
that it is a California corporation.
3. That the instrument being corrected is entitled "CERTIFICATE
OF AMENDMENT OF ARTICLES OF INCORPORATION OF EXCELLON INDUSTRIES," and that said
instrument was filed with the Secretary of State of the State of California on
February 16, 1970.
4. That paragraph "2" of said Certificate of Amendment, as
corrected, should read as follows:
"That at a meeting of the board of directors of said
corporation, duly held at Torrance, California, on January 2,
1970, the following resolution was adopted:
RESOLVED: That Article IV of the Articles of
Incorporation be amended to read in full as follows:
This corporation is authorized to issue two classes
of shares of stock to be designated, respectively, Preferred
Stock and Common Stock. The total number of shares of all
classes of stock which this corporation shall have authority
to issue is Five Million Five Hundred Thousand (5,500,000).
The aggregate par value of all shares having par value shall
be Six Million Two Hundred Fifty Thousand Dollars
($6,250,000). The number of shares of Preferred Stock shall be
Five Hundred Thousand (500,000), with each share having a par
value of Ten Dollars ($10.00), with the aggregate par value of
all such shares being Five Million Dollars ($5,000,000).
The number of shares of Common Stock shall be Five Million
(5,000,000), with each share having a par value of Twenty-five
Cents ($.25), with the aggregate par value of all such shares
being One Million Two Hundred Fifty Thousand Dollars
($1,250,000). Upon the amendment of this Article IV as
hereinabove set forth, each outstanding share of Common Stock,
par value One Dollar ($1.00) per share, is automatically
converted into or reconstituted as four shares of Common
Stock, par value Twenty-five Cents ($.25) per share.
Set forth below is the manner in which Preferred
Stock may be issued in series, the manner in which the rights
and preferences of the Preferred Stock are to be determined,
and the rights of the Common Stock.
(1) Preferred Stock.
Preferred Stock may be issued from time to
time, in one or more series, each such series to have such a
distinctive designation or title as may be fixed by the Board
of Directors prior to issuance of shares thereof. The number
of shares of Preferred Stock constituting each such series
shall be fixed by the Board of Directors prior to issuance of
any shares in such series. The Board of Directors is hereby
further authorized to fix or alter, from time to time, the
dividend rights, dividend rate, conversion rights, voting
rights, the rights and terms of redemption (including sinking
fund provisions), the redemption price or prices and the
liquidation preferences of any wholly unissued series of
shares of Preferred Stock, and to increase or decrease (but
not below the number of such series then outstanding), the
number of shares constituting any outstanding series, the
number
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of shares of which is theretofore fixed by the directors. The
description and terms of the Preferred Stock of each wholly
unissued series in respect of the foregoing particulars are
hereby authorized to be fixed and determined by the Board of
Directors by appropriate resolution or resolutions, and upon
each such determination of the Board of Directors shall
require the officers of this corporation to file a Certificate
of Determination of Preferences with the Secretary of State of
the State of California in the form and manner then required
by the California Corporations Code. All shares of Preferred
Stock shall be of equal rank and shall be identical in all
respects except in respect of the particulars that may be
fixed by the Board of Directors as in Article IV provided; and
all shares within each series shall be identical in all
respects. Each series of Preferred Stock may differ from any
or every other series of Preferred Stock as may be determined
from time to time by the Board of Directors prior to the
issuance of any shares of such series.
(2) Common Stock.
Subject to the prior rights of the holders of
Preferred Stock as provided by law or in the Articles of
Incorporation of this corporation or by the Board of Directors
pursuant to the authority granted in this Article IV, the
holders of Common Stock shall have and possess all (i) rights
to dividends as may be declared and paid out of funds of this
corporation legally available for such payment in such amounts
and at such times as the Board of Directors may determine;
(ii) voting rights and powers; and (iii) rights to receive the
assets of the corporation upon liquidation
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dissolution or winding up of the corporation, whether by
voluntary or involuntary action.
5. That said paragraph "2", as corrected, conforms the wording of
the resolution set forth therein to the wording of the resolution as adopted by
the board of directors at a meeting held in Torrance, California on January 2,
1970, and to the wording of the amended article as set forth in the
shareholders' written consent.
/s/ JOSEPH E. SMITH
-----------------------------------
JOSEPH E. SMITH, President
/s/ E. F. PHILLIPPI
-----------------------------------
EDWARD F. PHILLIPPI, JR., Secretary
Each of the undersigned declares under penalty of perjury that the
matters set forth in the foregoing certificate are true and correct. Executed at
Torrance, California, on March 17, 1970.
/s/ JOSEPH E. SMITH
-----------------------------------
JOSEPH E. SMITH
/s/ E. F. PHILLIPPI
-----------------------------------
EDWARD F. PHILLIPPI, JR.
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EXCELLON INDUSTRIES
CERTIFICATE OF OWNERSHIP
EXCELLON INDUSTRIES, a California corporation, hereby
certifies the following:
(a) EXCELLON INDUSTRIES owns all of the issued and
outstanding stock of GALE SYSTEMS, INC., a Delaware corporation.
(b) That at a meeting of the Board of Directors of
EXCELLON INDUSTRIES, the following resolutions were adopted:
WHEREAS, this Corporation owns all the outstanding stock of
GALE SYSTEMS, INC., a Delaware corporation; and
WHEREAS, it is deemed advisable and in the best interests of
this Corporation and its shareholders that this Corporation
merge GALE SYSTEMS, INC., and assume all its obligations.
NOW, THEREFORE, BE IT RESOLVED, that this Corporation merge
GALE SYSTEMS, INC. into itself and assume all the obligations
of GALE SYSTEMS, INC. pursuant to Section 4124 of the
California Corporations Code;
RESOLVED FURTHER, that the President or Vice President and the
Secretary or the Assistant Secretary of this Corporation be
and they hereby are authorized and directed to execute and
file a Certificate of Ownership as required by Section 4124 of
the California Corporations Code and to take such further
action as may be necessary or proper to accomplish such
merger.
(c) That the meeting of the Board of Directors at which
said resolutions were adopted was duly held on the 19th day of December, 1974,
at the hour of 2:00 p.m. in the City of Torrance, California, and the said
resolutions were adopted by the unanimous vote of nine directors and that the
number of directors entitled and authorized to vote is nine.
IN WITNESS WHEREOF, EXCELLON INDUSTRIES has executed this
certificate on the 26th day of December, 1974.
EXCELLON INDUSTRIES
By /s/ JOSEPH E. SMITH
-------------------------------------
Joseph E. Smith, President
/s/ L. E. GARWOOD
-------------------------------------
LeRoy E. Garwood, Assistant Secretary
JOSEPH E. SMITH and LE ROY E. GARWOOD, the President and
Assistant Secretary, respectively, of EXCELLON INDUSTRIES, a California
corporation, each say:
I declare under penalty of perjury that the foregoing is true
and correct.
Executed on the 26th day of December, 1974, at 23915 Garnier
Street, Torrance, California.
/s/ JOSEPH E. SMITH
----------------------------------------
Joseph E. Smith, President
/s/ L. E. GARWOOD
----------------------------------------
LeRoy E. Garwood, Assistant Secretary
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CERTIFICATE OF OWNERSHIP
MERGING
DIXON AUTOMATION, INC.
INTO
EXCELLON INDUSTRIES
EXCELLON INDUSTRIES, a California corporation, certifies that:
One: EXCELLON INDUSTRIES owns all the outstanding stock of
DIXON AUTOMATION, INC., a California corporation.
Two: The Board of Directors of EXCELLON INDUSTRIES, by
unanimous written consent in lieu of a meeting, adopted the following
resolutions to merge DIXON AUTOMATION, INC. into EXCELLON INDUSTRIES and to
assume all of its obligations:
"WHEREAS, this corporation owns all of the outstanding stock
of DIXON AUTOMATION, INC., and
"WHEREAS, it is deemed advisable and for the best interests of
this corporation and its shareholders that DIXON AUTOMATION,
INC. be merged into this corporation.
"NOW, THEREFORE, BE IT RESOLVED, that this corporation merge
DIXON AUTOMATION, INC., its wholly-owned subsidiary, into
itself and assume all of the obligations of said subsidiary
pursuant to Section 4124 of the California Corporations Code.
RESOLVED FURTHER, that the President and the Secretary of this
corporation be and they hereby are authorized and directed to
execute and file a Certificate of Ownership pursuant to
Section 4124 of the California Corporations Code, and to do
any and all things and to execute any and all documents which
they consider necessary and proper in order to consummate said
merger.
"RESOLVED FURTHER, that this merger shall be considered to be
pursuant to a plan of liquidation within the meaning of
Section 332(b) of the Internal Revenue Code of 1954, as
amended, which plan is as follows:
(1) The corporation shall file a Certificate of Ownership
with the California Secretary of State.
(2) On the date of such filing, all assets and all
liabilities of DIXON AUTOMATION, INC. shall be
transferred to the corporation."
Three: The foregoing resolutions were adopted by the unanimous
written consent of the Board of Directors of Excellon Industries without a
meeting as authorized by Article III, Section 14 of the By-laws of the
corporation.
IN WITNESS WHEREOF, EXCELLON INDUSTRIES has executed this
Certificate of Ownership this 17 day of December, 1976, at Torrance, California.
EXCELLON INDUSTRIES
By /s/ JOSEPH E. SMITH
--------------------------------
JOSEPH E. SMITH, President
By /s/ E. F. PHILLIPPI
--------------------------------
EDWARD F. PHILLIPPI, Secretary
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Joseph E. Smith and Edward F. Phillippi, the President and
Secretary respectively, of Excellon Industries, a California corporation, each
say:
I declare under penalty of perjury that the matters set forth
in the foregoing Certificate of Ownership are true and correct.
EXECUTED at Torrance, California, on December 17, 1976.
/s/ JOSEPH E. SMITH
-----------------------------------
JOSEPH E. SMITH
/s/ E. F. PHILLIPPI
-----------------------------------
EDWARD F. PHILLIPPI
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CERTIFICATE OF OWNERSHIP
The undersigned, EDWARD F. PHILLIPPI and ROBERT D. FARLEY,
hereby certify that they are the President and Secretary, respectively, of
EXCELLON INDUSTRIES, a California corporation ("Excellon"), and that:
1. Excellon is the parent corporation of CIRCUIT BOARD
DRILLING SERVICE, INC., a California corporation ("Circuit Board").
2. Circuit Board has one class of shares outstanding,
consisting of shares of Common Stock. There are 200 of such shares outstanding,
of which 100% are owned by Excellon.
3. The following resolutions have been duly adopted by
the Board of Directors of Excellon:
WHEREAS: This corporation owns 200 shares of the issued and
outstanding Common Stock of Circuit Board Drilling Service,
Inc., constituting 100% of the outstanding shares of said
Common Stock, which Common Stock is the only class of shares
outstanding of Circuit Board Drilling Service, Inc.; and
WHEREAS: It is deemed to be advisable and in the best
interests of this corporation that Circuit Board Drilling
Service, Inc. be merged into this corporation and that this
corporation assume all the liabilities of Circuit Board
Drilling Service, Inc.;
NOW, THEREFORE, BE IT RESOLVED: That this corporation merge
Circuit Board Drilling Service, Inc. into itself and assume
all the liabilities of Circuit Board Drilling Service, Inc.,
pursuant to Section 1110(a) of the California Corporations
Code.
/s/ E. F. PHILLIPPI
-----------------------------------
Edward F. Phillippi
/s/ ROBERT D. FARLEY
-----------------------------------
Robert D. Farley
Each of the undersigned declares under penalty of perjury that
the statements contained in the foregoing certificate are true of his own
knowledge.
Executed at Torrance, California, on October 24, 1977.
/s/ EDWARD F. PHILLIPPI
-----------------------------------
Edward F. Phillippi
/s/ ROBERT D. FARLEY
-----------------------------------
Robert D. Farley
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
EXCELLON INDUSTRIES
JOHN H. MAC DONALD and ROBERT D. FARLEY hereby certify:
1. That they are a Vice President and the Secretary,
respectively, of EXCELLON INDUSTRIES, a California corporation (the
"Corporation").
2. That by written consent of the Board of Directors of
the Corporation, dated October 7, 1983, the following resolution was adopted:
RESOLVED: That Article I of the Articles of
Incorporation be amended to read in full as follows:
The name of this corporation is:
EXCELLON INDUSTRIES, INC.
3. That the foregoing amendment to the Articles of
Incorporation has been approved by the written consent of the holders of all of
the outstanding shares of the Corporation entitled to vote thereon in accordance
with Section 902 of the General Corporation Law; that the total number of
outstanding shares so entitled to vote is 1,417,915; and that the number of
shares consenting to the amendment exceeded the majority vote required.
/s/ JOHN H. MACDONALD
-----------------------------------
John H. MacDonald, Vice President
/s/ ROBERT D. FARLEY
-----------------------------------
Robert D. Farley, Secretary
Each of the undersigned declares under penalty of perjury that
the matters set forth in the foregoing certificate are true and correct.
Executed at Darien, Connecticut on October 10, 1983.
/s/ JOHN H. MACDONALD
-----------------------------------
John H. MacDonald
/s/ ROBERT D. FARLEY
-----------------------------------
Robert D. Farley
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
EXCELLON INDUSTRIES, INC.
Robert W. Cremin and Robert W. Stevenson certify that:
1. They are the President and the Secretary, respectively, of
EXCELLON INDUSTRIES, INC., a California corporation (the "Corporation").
2. Article I of the Articles of Incorporation is amended to read
as follows:
The name of this corporation is:
EXCELLON AUTOMATION CO.
3. The foregoing amendment of Articles of Incorporation has been
duly approved by the Board of Directors.
4. The foregoing amendment has been duly approved by the sole
shareholder.
We further declare under penalty of perjury under the laws of
the State of California that the matters set forth in this certificate are true
and correct of our own knowledge.
Dated this 31st day of March, 1991.
EXCELLON INDUSTRIES, INC.
/s/ ROBERT W. CREMIN
-----------------------------------
Robert W. Cremin, President
/s/ R. W. STEVENSON
-----------------------------------
Robert W. Stevenson, Secretary
CERTIFICATE OF AMENDMENT
OF THE ARTICLES OF INCORPORATION
OF
EXCELLON AUTOMATION CO.
The undersigned, Robert W. Cremin and Robert D. George, hereby certify
that:
1. They are the duly elected and acting Vice President and
Secretary, respectively, of Excellon Automation Co., a California corporation.
2. Article I of the Articles of Incorporation of this corporation
is amended in full to read as follows:
"I
The name of the corporation is
EA TECHNOLOGIES CORPORATION"
3. The foregoing amendment of the Articles of Incorporation has
been duly approved by the Board of Directors of this corporation.
4. The foregoing amendment was approved by the holders of the
requisite number of shares of this corporation in accordance with Sections 902
and 903 of the California General Corporation Law. The total number of
outstanding shares entitled to vote with respect to the foregoing amendment was
1,417,915 shares of Common Stock. There are no shares of Preferred Stock of the
corporation outstanding. The number of shares voting in favor of the foregoing
amendment equaled or exceeded the vote required. The percentage vote required
was a majority of the outstanding shares of Common Stock.
The undersigned certify under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct of our own knowledge.
Executed in Bellevue, Washington on August 7, 2003.
/s/ ROBERT W. CREMIN
--------------------------------
Robert W. Cremin, Vice President
/s/ ROBERT D. GEORGE
--------------------------------
Robert D. George, Secretary