EXHIBIT 3.37
State of Delaware
Secretary of State
Division of Corporations
Filed 3:00 PM 04/24/1996
960118974 - 2617211
CERTIFICATE OF INCORPORATION
OF
ME ACQUISITION CO.
* * * * *
A STOCK CORPORATION
Pursuant to Section 102
of the
Delaware General Corporation Law
ARTICLE I. NAME
The name of the corporation (the "Corporation") is ME ACQUISITION CO.
ARTICLE II. REGISTERED OFFICE AND REGISTERED AGENT
The address of its registered office in the State of Delaware is c/o
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
ARTICLE III. PURPOSES
The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the Delaware General Corporation Law.
ARTICLE IV. STOCK
The total number of shares of all stock which the Corporation shall
have authority to issue is one thousand (1,000) shares of common stock having a
par value of $.001 per share, all of which shall be the same class.
ARTICLE V. CUMULATIVE VOTING
The right to cumulate votes in the election of directors shall not
exist with respect to shares of stock of the Corporation.
ARTICLE VI. PREEMPTIVE RIGHTS
No preemptive rights shall exist with respect to shares of stock or
securities convertible into shares of stock of the Corporation.
ARTICLE VII. INCORPORATOR
The name and mailing address of the incorporator are as follows:
Name Mailing Address
---- ---------------
Claire L. Hasler Two Union Square
601 Union Street
Seattle, WA 98101-2346
ARTICLE VIII. DIRECTORS
The business and affairs of the Corporation shall be managed by or
under the direction of the board of directors. The Corporation shall have three
(3) initial directors, whose names and mailing addresses are as follows:
Name Mailing Address
---- ---------------
Wendell P. Hurlbut 10800 N.E. 8th Street
Bellevue, WA 98004
Robert W. Stevenson 10800 N.E. 8th Street
Bellevue, WA 98004
Stephen R. Larson 10800 N.E. 8th Street
Bellevue, WA 98004
The initial directors shall serve until the first annual meeting of
stockholders and until their successors are elected and qualified. The directors
need not be elected by ballot unless required by the bylaws of the Corporation.
ARTICLE IX. BYLAWS
In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the bylaws of the Corporation.
-2-
ARTICLE X. AMENDMENT
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
ARTICLE XI. DURATION
The Corporation is to have perpetual existence.
ARTICLE XII. LIMITATION OF DIRECTOR LIABILITY
A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. If the Delaware General Corporation Law is amended after the
effective date of this article to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
ARTICLE XIII. BUSINESS COMBINATIONS WITH
INTERESTED STOCKHOLDERS
The Corporation expressly elects not to be governed by Section
203(a) of the Delaware General Corporation Law.
I, Claire L. Hasler, being the incorporator hereinbefore named for
the purpose of forming a corporation pursuant to the Delaware General
Corporation Law, do make this certificate, hereby declaring and certifying that
this is my act and deed and the facts herein stated are true and, accordingly, I
have hereunto set my hand this 24th day of April, 1996.
/s/ Claire L. Hasler
-----------------------------
Claire L. Hasler, Incorporator
-3-
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
ME ACQUISITION CO.
Pursuant to Section 103 of the General Corporation Law of the State of
Delaware, ME ACQUISITION CO., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: The Board of Directors and sole stockholder of ME Acquisition Co.
duly adopted the following resolution on the 1st day of August, 1996, effecting
an amendment to the Certificate of Incorporation:
RESOLVED, that the Certificate of Incorporation of the corporation
shall be amended by deleting Article I in its entirety and substituting
therefore a new Article I (the "Amendment") to read as follows:
ARTICLE I. NAME
The name of the corporation (the
"Corporation") is MASON ELECTRIC 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, ME Acquisition Co. has caused this Certificate of
Amendment to be signed by its Vice President and attested to by its Secretary
and has caused its corporate seal to be hereunto affixed this 1st day of August,
1996.
ME ACQUISITION CO.
By /s/ Stephen R. Larson
--------------------------
Stephen R. Larson, Vice President
[Seal]
ATTEST:
/s/ R. W. Stevenson
- ------------------------
Robert W. Stevenson, Secretary