EXHIBIT 3.27
CERTIFICATE OF INCORPORATION
OF
FEDERAL BOICE CORP.
Under Section 102 of the General Corporation Law
of the State of Delaware
THE UNDERSIGNED, for the purpose of forming a corporation
pursuant to Section 102 of the General Corporation Law of the State of Delaware,
certifices:
FIRST: The name of the corporation shall be Federal Boice
Corp. (the "Corporation").
SECOND: The purposes for which it is to be formed are: to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
THIRD: Its registered office in the State of Delaware is
located at 229 South State Street, Kent County, Dover, Delaware 19901. The name
and address of its registered agent is The Prentice-Hall Corporation System,
Inc., 229 South State Street, Dover, Delaware.
FOURTH: The aggregate number of shares which the corporation
shall have authority to issue is 1000 shares ($1.00 par value per share), all of
one class which shall be designated common stock.
FIFTH: The name and mailing address of the incorporator is
Ronald R. Papa, 277 Park Avenue, New York, New York 10172.
SIXTH: Subject to the provisions of the General Corporation
Law of the State of Delaware, the number of directors of the Corporation shall
be determined as provided in the By-laws.
SEVENTH: All corporate powers of the Corporation shall be
exercised by the Board of Directors. In furtherance and not in limitation of the
powers conferred by the laws of the State of Delaware, the Board of Directors is
expressly authorized:
1. To make, alter or repeal the By-laws of the
Corporation.
2. By a suitable By-law or by a resolution passed by a
majority of the entire Board of Directors to designate two or more of
their number to constitute a committee or committees with such name or
names as may be determined from time to time by resolution of the Board
of Directors, which committee or committees, to the extent provided in
such resolution or resolutions or in the By-laws of the Corporation,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and may have
power to authorize the seal of the Corporation to be affixed to all
papers which may require it.
3. To fix and determine and vary from time to time the
amount of working capital and reserve funds of the Corporation; to
determine whether any and if any, what part of the net profits of the
Corporation or of its surplus or of its net assets in excess of its
capital shall be declared in dividends and paid to the stockholders,
and to direct and determine the use and disposition of any such net
profits or of any such surplus or of any such net assets in excess of
capital.
4. To remove at any time, for cause or without cause,
any officer or employee of the Corporation, or to confer such power on
any committee or officer; provided, however, that any officer elected
or appointed by the Board of Directors
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may be removed only by the affirmative vote of a majority of the Board
of Directors then in office.
5. Subject to the provisions of the statutes of
Delaware, to exercise any and all other powers, in addition to the
powers expressly conferred by law and by this Certificate of
Incorporation which may be conferred upon it by the Corporation through
appropriate by-law provisions.
EIGHTH: The Board of Directors may from time to time offer for
subscription, or otherwise issue or sell, or grant rights, warrants, or options
for the subscription to or purchase of, any and all of the authorized stock of
the Corporation not then issued or which may have been issued and reacquired as
treasury stock by the Corporation, and any or all of any increased stock of any
class that may hereafter be authorized, for such consideration as the directors
may determine. The Board of Directors may, at the time of such issue and sale,
or at the time of granting of such rights, warrants or options, specify in
amount or value the part of the consideration received on such issue and sale
over and above the par value of such stock, which shall be capital and which
shall be surplus, respectively. Bonds, debentures, certificates of indebtedness
or other securities may be issued, sold or disposed of pursuant to resolution of
the Board of Directors for such consideration and upon such terms and conditions
as may be deemed advisable by the Board of Directors in the exercise of its
discretion.
NINTH: Each director and each officer of the Corporation shall
be indemnified by the Corporation to the full
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extent permitted under the General Corporation Law of the State of Delware.
THE UNDERSIGNED, being the incorporator hereinbefore named for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, DOES MAKE this Certificate, hereby declaring and
certifying that the facts herein stated are true and, accordingly, has hereunto
set his hand this 26th day of November, 1984.
/s/ RONALD R. PAPA
---------------------------------
Ronald R. Papa
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
FEDERAL BOICE CORP.
Before Receipt of Payment for Stock
Pursuant to Section 241 of the Delaware
General Corporation Law
THE UNDERSIGNED, being the sole incorporator of FEDERAL BOICE
CORP. (the "Corporation"), for the purpose of amending the Certificate of
Incorporation of the Corporation before receipt of payment for stock pursuant to
Section 241 of the Delaware General Corporation Law, hereby certifies as
follows:
FIRST: The Certificate of Incorporation of the Corporation was
filed with the office of the Secretary of State of Delaware on November 27,
1984.
SECOND: The Corporation has not received any payment for any
of its stock.
THIRD: The Certificate of Incorporation of the Corporation is
hereby amended by deleting Article FIRST thereof in its entirety and by
substituting the following in its place:
"FIRST: The name of the corporation shall be HA Holding Corp.
(the "Corporation")."
IN WITNESS WHEREOF, the undersigned, being the sole
incorporator of the Corporation, do hereby certify that the fore-
going amendment has been duly adopted in accordance with Section 241 of the
Delaware General Corporation Law and have hereunto set my hand this 4th day of
December, 1984.
/s/ RONALD R. PAPA
--------------------------------------
Ronald R. Papa
Incorporator
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
HA HOLDING CORP.
Pursuant to Section 242 of the Delaware
General Corporation Law
The undersigned, being the sole shareholder of HA HOLDING CORP. (the
"Corporation"), for the purpose of amending the Certificate of Incorporation of
the Corporation pursuant to Section 242 of the Delaware General Corporation Law,
hereby certifies as follows:
FIRST: The Certificate of Incorporation of the Corporation was filed
with the Secretary of State of Delaware on November 27, 1984.
SECOND: A Certificate of Amendment of the Certificate of Incorporation
was filed with the Secretary of State of Delaware on December 5, 1984, changing
the name of the Corporation from Federal Boice Corp. to HA Holding Corp.
THIRD: The undersigned is the holder of all of the outstanding shares
of the capital stock of the Corporation.
FOURTH: This amendment has been duly adopted in accordance
with Section 242 of the Delaware General Corporation Law.
FIFTH: The Certificate of Incorporation of the Corporation is hereby
amended by deleting Article FIRST thereof in its entirety and by substituting
the following in its place:
"FIRST: The name of the corporation shall be HOLLIS AUTOMATION, INC.
(the "Corporation")."
IN WITNESS WHEREOF, the undersigned, being the sole stockholder of the
Corporation, does hereby certify that the foregoing amendment has been duly
adopted in accordance with Section 242 of the Delaware General Corporation Law
and has caused this Certificate to be executed by its duly authorized officer
this 10th day of December, 1984.
ESTERLINE CORPORATION
By /s/ ROBERT D. FARLEY
---------------------------------------
Vice President
Sole Stockholder
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CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
Hollis Automation, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc. and the present registered office of the corporation is
in the county of
The Board of Directors of Hollis Automation, Inc. adopted the following
resolution on the 13th day of September, 1988.
Resolved, that the registered office of Hollis Automation,
Inc. in the state of Delaware be and it hereby is changed to
Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle, and the authorization of the present
registered agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby
constituted and appointed the registered agent of this corporation at
the address of its registered office.
IN WITNESS WHEREOF, Hollis Automation, Inc. has caused this statement
to be signed by Alvan Hicks, its President and attested by R. W. Stevenson, its
Secretary this 18th day of November, 1988.
By /s/ ALVAN HICKS
-------------------------------
President
ATTEST:
By /s/ R. W. STEVENSON
-------------------------------
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 04/25/1991
731115010 - 2049206
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
HOLLIS AUTOMATION, INC.
Pursuant to Section 103 of the General Corporation Law of
Delaware, HOLLIS AUTOMATION, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:
FIRST: That the sole Stockholder of HOLLIS AUTOMATION, INC.,
duly adopted the following resolution on the 6th day of March, 1991, effecting
an amendment to the Certificate of Incorporation:
RESOLVED, that ARTICLE FIRST of the Company's Certificate of
Incorporation is amended in its entirety to read:
FIRST: The name of the corporation (the
"Corporation ") is HOLLIS AUTOMATION CO.
SECOND: Said resolution was duly adopted in accordance with
the provisions of Section 242(b) of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said HOLLIS AUTOMATION, INC., has caused
this Certificate of Amendment to be signed by the
President and attested to by its Secretary and its corporate seal to be hereunto
affixed this 14 day of March, 1991.
HOLLIS AUTOMATION, INC.
/s/ ALVAN W. HICKS
---------------------------------------
Alvan W. Hicks, President
[Corporate Seal]
ATTEST:
/s/ R. W. STEVENSON
- ---------------------------------------
Robert W. Stevenson, Secretary
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 9:00 AM 10/22/1992
922965184 - 2049206
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
HOLLIS AUTOMATION CO.
Pursuant to Section 103 of the General Corporation Law of
Delaware, HOLLIS AUTOMATION CO., a corporation organized and existing under and
by virtue of the General Corporation Law of the state of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, acting
in its capacity as said Board of Directors, duly adopted a resolution on the 29
day of September, 1992, proposing an amendment to the Certificate of
Incorporation. The resolution proposing the amendment is as follows:
RESOLVED: That the Certificate of Incorporation of the
Corporation shall be amended by deleting Article I in its
entirety and substituting therefor, a new Article I to read as
follows:
"The name of the corporation is H.A. SALES CO. (the
"Corporation")."
SECOND: Said resolution was duly adopted in accordance with
the provisions of Section 242(b) of the General Corporation Law of the State of
Delaware.
THIRD: The capital of the Corporation will not be reduced
under or by reason of said amendment.
IN WITNESS WHEREOF, said Corporation has caused this
Certificate of Amendment to be signed by the Secretary and attested to by its
Asst. Secretary this 29 day of September, 1992.
HOLLIS AUTOMATION CO.
By: /s/ R.W. STEVENSON
-----------------------------------------
Its Secretary
ATTEST:
By: /s/ F. Victor Thompson
--------------------------------------
Its Asst. Secretary