EXHIBIT 3.43
CERTIFICATE OF INCORPORATION
OF
MEMTRON PURCHASE CO.
ARTICLE 1. NAME
The name of this corporation is Memtron Purchase Co.
ARTICLE 2. REGISTERED OFFICE AND AGENT
The address of the initial registered office of this corporation is
Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle,
State of Delaware 19801, and the name of its initial registered agent at such
address is The Corporation Trust Company.
ARTICLE 3. PURPOSES
The purpose of this corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
ARTICLE 4. SHARES
The total authorized stock of the corporation shall consist of 1,000
shares of common stock having a par value of $.001 per share.
ARTICLE 5. INCORPORATOR
The name and mailing address of the incorporator are as follows:
Andrew Bor
1201 Third Avenue, 40th Floor
Seattle, WA 98101-3099
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ARTICLE 6. DIRECTORS
The powers of the incorporator shall terminate upon the filing of this
Certificate of Incorporation with the Secretary of State of the State of
Delaware. The names and mailing addresses of the persons who are to serve as
Directors until the first annual meeting of stockholders or until their
successors are elected and qualify are:
Alan D. Cornell 10800 N.E. 8th Street, Ste. 600
Bellevue, WA 98004
Robert W. Stevenson 10800 N.E. 8th Street, Ste. 600
Bellevue, WA 98004
Larry A. Kring 10800 N.E. 8th Street, Ste. 600
Bellevue, WA 98004
ARTICLE 7. BYLAWS
The Board of Directors shall have the power to adopt, amend or repeal
the Bylaws for this corporation, subject to the power of the stockholders to
amend or repeal such Bylaws. The stockholders shall also have the power to
adopt, amend or repeal the Bylaws for this corporation.
ARTICLE 8. ELECTION OF DIRECTORS
Written ballots are not required in the election of Directors.
ARTICLE 9. NO PREEMPTIVE RIGHTS
Preemptive rights shall not exist with respect to shares of stock or
securities convertible into shares of stock of this corporation.
ARTICLE 10. NO 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 11. AMENDMENTS TO CERTIFICATE OF INCORPORATION
This corporation reserves the right to amend or repeal any of the
provisions contained in this Certificate of Incorporation in any manner now or
hereafter
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permitted by law, and the rights of the stockholders of this corporation are
granted subject to this reservation.
ARTICLE 12. LIMITATION OF DIRECTOR LIABILITY
To the full extent that the Delaware General Corporation Law, as it
exists on the date hereof or may hereafter be amended, permits the limitation or
elimination of the liability of directors, a director of this corporation shall
not be liable to this corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director. Any amendment to or repeal of this
Article 12 shall not adversely affect any right or protection of a director of
this corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.
ARTICLE 13. ACTION BY STOCKHOLDERS WITHOUT A MEETING
Any action which could be taken at any annual or special meeting of the
stockholders may be taken without a meeting, without prior notice and without a
vote, if a written consent setting forth the action taken is signed by all of
the stockholders entitled to vote with respect to the subject matter thereof.
I, Andrew Bor, 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 17th day of April, 1998.
/s/ Andrew Bor
---------------------------------
Andrew Bor, Incorporator
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Memtron Purchase Co., a corporation organized and existing under the
General Corporation Law of the State of Delaware, does hereby certify that:
1. A resolution setting forth the following amendment to the
corporation's Certificate of Incorporation and declaring the advisability of
such amendment was duly adopted by the corporation's Board of Directors by the
unanimous written consent of its members, 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 1 of the Certificate of Incorporation of this corporation is
hereby amended in its entirety to read as follows:
"The name of this corporation is Memtron Technologies Co."
2. In lieu of a meeting of the stockholders, unanimous written
consent has been given for the adoption of said 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, Memtron Purchase Co. has caused this Certificate to
be signed by its duly authorized officer this 20th day of May, 1998.
MEMTRON PURCHASE CO.
By /s/ Alan D. Cornell
----------------------------
Alan D. Cornell, President
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