EXHIBIT 3.23
ARTICLES OF INCORPORATION
OF
EXCELLON INTERNATIONAL
One: The name of this corporation is:
EXCELLON INTERNATIONAL
Two: The specific business in which the corporation is to primarily
engage and the general for which this corporation is formed are as follows:
SPECIFIC PURPOSE
(a) Including but not limited to the creation,
development, manufacture, international sale and
distribution of machine tools and allied products;
(1) To carry on the business of iron founders,
mechanical engineers, and manufacturers of agricultural implements, and other
machinery, tool-makers, brass founders, metal workers, boiler-makers,
millwrights machinists, iron and steel converters, smiths, wood-workers,
builders, painters, metallurgists, electrical engineers, water supply engineers,
gas-makers, farmers, printers, carriers, and merchants, and to buy sell
manufacture, repair, convert, alter, let on hire and deal in machinery
implements, rolling-stock, and hardware of all kinds, and to carry on any other
business (manufacturing or otherwise) which may seem to the Company capable of
being conveniently carried on in connection with the above, or otherwise
calculated, directly or indirectly, to enhance the value of any of the property
and rights of the Company for the time being.
(2) To carry on any business relating to the
winning and working of minerals, and the production and working of metals, and
the production, manufacture, and preparation of any other materials which may be
usefully or conveniently combined with the engineering or manufacturing business
of the company, or any contracts undertaken by the Company, and either for the
purpose only of such contracts or as an independent business.
(3) To undertake and execute any contracts for
works involving the supply or use of any machinery and to carry out any
ancillary or other works comprised in such contracts.
GENERAL PURPOSE
(b) To engage in any one or more business or transactions
which the board of directors of this corporation may from time to time authorize
or approve, whether related or unrelated to the business
described in (a) above or to any other business then or theretofore done by this
corporation;
(c) To exercise any and all rights and powers which a corporation
may now or hereafter exercise;
(d) To act as principal, agent, joint venturer, partner or in
any other capacity which may be authorized or approved by the board of directors
of this corporation;
(e) To transact business in the State of California or in any
other jurisdiction of the United States of America or elsewhere in the world;
and
(f) Further,
(1) To purchase or otherwise acquire for any estate or
interest any property, assets or any concessions, licences, grants, patents,
trade marks or other exclusive or non-exclusive rights of any kind which may
appear to be necessary or convenient for any business of the Company, and to
develop and turn to account and deal with the same in such manner as may be
thought expedient, and to make experiments and tests and to carry on all kinds
of research work.
(2) To hold all or any shares or obligations acquired by the
Company, or to sell or re-issue the same, with or without guarantee, or to
distribute them or any other assets of the Company in kind upon a division of
profits or distribution of Capital among the members; and in the case of any
cash, shares or obligations receivable upon any sale or amalgamation, to
arrange, in case at the time of any such sale or amalgamation the shares of this
Company shall be of different classes, for the distribution of any proceeds of
sale in any manner authorized by or under the provisions of the Articles of
Association for the time being.
(3) To negotiate for, purchase, sell, hire, exchange, take
or grant on building or other lease or agreement for building or other lease or
otherwise acquire or deal with real or personal property of all kinds, and in
particular, estates, lands, houses, buildings, warehouses, machinery, plant,
stores, licenses, concessions, rights of way and right of water, and any rights,
easements, privileges or interest which the Directors of the Company may
consider advisable, and to work, manage, mortgage, lease or otherwise deal with
the whole or any part of such property or rights, whether belonging to the
Company or otherwise, and to erect and construct houses, buildings and works of
every description, and to clear, manage, farm, cultivate, plant, work or improve
any land or buildings which, or any interest in which,
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may belong to the Company, and to deal with, or otherwise turn to account, any
farm or other products of any such land.
(4) To sell, let, lease, grant licenses, easements and other
rights over and in any other manner dispose of or deal with the whole or any
part of the undertaking, property, assets, rights, effects and businesses of
Company for such consideration as may be thought fit and in particular for a
rent or rents or shares, debentures, debenture stock or other obligations of any
other company, and to promote and form any company intended to purchase, take on
lease, or in anywise deal with, any property or rights of the Company, or which
it may be considered will help the Company in its business, or in which it may
be considered desirable that the Company shall be interested, and to subscribed
absolutely or subject to any condition or contingency for or acquire in any way
any shares or obligations of such company.
(5) To borrow and raise money in any manner and on any
terms.
(6) For any purpose and in any manner and from time to time
to mortgage or charge the whole or any part of the undertaking, property and
rights (including property and rights to be subsequently acquired) of the
Company, and any money uncalled on any shares of the Capital, original or
increased, of the Company and whether at the time issued or created or not and
to create, issue, make and give debentures, debenture stock, bonds or other
obligations, perpetual or otherwise, with or without any mortgage or charge on
all or any part of such undertaking, property, rights and uncalled money.
(7) To amke, draw, accept, endorse, discount, negotiate,
execute and issue and to buy, sell and deal in promissory notes, bills of
exchange, cheques, bills of lading, shipping documents, dock and warehouse
warrants, and other instruments negotiable or transferable or otherwise, and to
deal in exchange or bullion.
(8) To advance and lend money with or without security and
to subsidise, assist and guarantee the payment of money by or the performance of
any contract, engagement or obligation by any persons or companies and in
particular customers of the Company or any persons or companies with whom the
Company may have or intend to have business relations.
The foregoing statement of purposes shall be construed as a statement
of both purposes and powers, and the purposes and powers
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in each clause shall, except where otherwise expressed, be in nowise limited, or
restricted by reference to or inference from the terms or provisions of any
other clause but shall be regarded as independent purposes and powers.
Three: The county in the State of California where the principal
office for the transaction of the business of this corporation is to be located
in Los Angeles County.
Four: This corporation is authorized to issue only one class of
shares; the total number of said shares shall be Two Thousand Five Hundred and
the par value of each of said shares shall be Ten and no/100 Dollars ($10.00) at
par, an aggregate of Twenty-Five Thousand Dollars ($25,000.00).
Five: (a) The number of directors of this corporation shall be
three (3).
The exact number of directors shall be fixed from time to
tome, within the limits specified in these articles of incorporation, or a
controlling by-law, or a by-law or amendment thereof duly adopted by the
shareholders.
(b) The names and addresses of the persons who are appointed
to act as the first directors of this corporation are:
Name Address
---- -------
Joseph E. Smith 2680 West 231st Street
Torrance, California
Le Roy Garwood 630 Calle De Arboles
Redondo Beach, California
Michael Gardner 2715 West 230th Place
Torrance, California
Six: Each shareholder or subscriber to shares of this corporation
shall be entitled to full preemptive or preferential rights, as such rights have
been heretofore defined at common law, to purchase and/or subscribe for his
proportionate part of any shares which may be issued at any time by this
corporation.
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IN WITNESS WHEREOF, for the purposes of forming this
corporation under the laws of the State of California, the undersigned,
constituting the incorporators of this corporation, including the persons named
hereinabove as the first directors of this corporation, have executed these
Articles of Incorporation this 15th day of April, 1968.
/s/ JOSEPH E. SMITH
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JOSEPH E. SMITH
/s/ LE ROY GARWOOD
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LE ROY GARWOOD
/s/ MICHAEL GARDNER
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MICHAEL GARDNER
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
On this 15th day of April, 1968, personally appeared JOSEPH E. SMITH,
LE ROY GARWOOD, MICHAEL GARDNER, known to me to be the persons whose names are
subscribed to the foregoing Articles of Incorporation, and acknowledge to me
that they executed the same.
WITNESS my hand and official seal.
/s/ GAYLE E. ALWARD
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Notary Public in and for said County and State.
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
EXCELLON INTERNATIONAL
Rogers Beetlestone and Robert W. Stevenson certify that:
1. They are the President and the Secretary, respectively, of
EXCELLON INTERNATIONAL, a California corporation (the "Corporation").
2. Article One of the Articles of Incorporation is amended to
read as follows:
ONE: The name of this corporation is:
EXCELLON U.K.
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 31 day of March, 1991.
EXCELLON INTERNATIONAL
/s/ ROGERS BEETLESTONE
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Rogers Beetlestone, President
and General Manager
/s/ R. W. STEVENSON
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Robert W. Stevenson, Secretary