EXHIBIT 3.41
CERTIFICATE OF INCORPORATION
OF
MIDCON CABLES CO.
* * * * *
A STOCK CORPORATION
ARTICLE I. NAME
The name of the corporation is
MIDCON CABLES CO.
ARTICLE II. REGISTERED OFFICE AND REGISTERED AGENT
The address of its registered office in the State of Delaware is
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 General Corporation Law of Delaware.
ARTICLE IV. SHARES
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 this corporation.
ARTICLE VI. PREEMPTIVE RIGHTS
No preemptive rights shall exist with respect to shares of stock or
securities convertible into shares of stock of this corporation.
ARTICLE VII. INCORPORATOR
The name and mailing address of the incorporator is as follows:
Name Mailing Address
Sheri A. Doyle Bank of California Center
Seattle, Washington 98164
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) first directors, whose names and mailing addresses are as follows:
Name Mailing Address
Wendell P. Hurlbut 10800 N.E. 8th Street
Bellevue, Washington 98004
Carroll M. Martenson 10800 N.E. 8th Street
Bellevue, Washington 98004
Robert W. Stevenson 10800 N.E. 8th Street
Bellevue, Washington 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.
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 his reservation.
ARTICLE XI. DURATION
The corporation is to have perpetual existence.
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ARTICLE XII. LIMITATION OF DIRECTOR LIABILITY AND
DIRECTOR AND OFFICER INDEMNIFICATION
(a) 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.
(b) Indemnification. The corporation shall indemnify, in the manner and
to the full extent permitted by law, any person (or the estate of any person)
who was or is a party to, or is threatened to be made a party to any threatened,
pending or complete action, suit or proceeding, whether or not by or in the
right of the corporation, and whether civil, criminal, administrative,
investigative or otherwise, by reason of the fact that such person is or was a
director, officer or employee of the corporation, or is or was serving at the
request of the corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise. The
corporation may, to the full extent permitted by law, purchase and maintain
insurance on behalf of any such person against any liability which may be
asserted against him or her. To the full extent permitted by law, the
indemnification provided herein shall include expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, and, in the manner
provided by law, any such expenses may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding. The indemnification
provided herein shall not be deemed to limit the right of the corporation to
indemnify any other person for any such expenses to the full extent permitted by
law, nor shall it be deemed exclusive of any other rights to which any person
seeking indemnification from the corporation may be entitled under any
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his or her official capacity and as to action in another capacity
while holding such office.
Any repeal or modification of the foregoing paragraphs 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.
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I, Sheri A. Doyle, being the incorporator hereinbefore named for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, 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 12th day of September, 1989.
/s/ SHERI A. DOYLE
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Sheri A. Doyle
Incorporator
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Midcon Cables Co., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, does hereby
certify:
1. A resolution setting forth the following amendment to the
corporation's Certificate of Incorporation and declaring the advisability of the
amendment was duly adopted by the unanimous written consent of the corporation's
Board of Directors and filed with the minutes of the Board, in accordance with
the applicable provisions of Section 242 of the General Corporation Law of the
state of Delaware:
Article I shall be amended in its entirety to read as follows:
"The name of the corporation is MC Tech Co.
2. In lieu of a meeting of the stockholders, unanimous written
consent has been given for adoption of the amendment in accordance with the
applicable provisions of Section 228 and Section 242 of the General Corporation
Law of the state of Delaware.
IN WITNESS WHEREOF, the Company has caused this certificate to be
executed by its duly authorized officer.
Dated: 28 Aug, 2001. MIDCON CABLES CO.
/s/ ROBERT D. GEORGE
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Robert D. George, Vice President