EXHIBIT 3.45
CERTIFICATE OF INCORPORATION
OF
NORWICH AERO PRODUCTS, INC.
Under Section 402 of the Business Corporation Law
THE UNDERSIGNED, a natural person over the age of twenty-one
years, desiring to form a corporation pursuant to the New York Business
Corporation Law, does hereby certify as follows:
1. The name of the corporation is
NORWICH AERO PRODUCTS, INC.
hereinafter sometimes called the "Corporation".
2. The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
Business Corporation Law of the State of New York, provided that it is not
formed to engage in any act or activity requiring the consent or approval of any
state official, department, board, agency or other body without such consent or
approval first being obtained.
Without limiting in any manner the scope and
generality of the foregoing, it is hereby provided that the Corporation shall
have the following purposes, objects and powers:
(a) To develop, test, manufacture, assemble,
produce, import, lease from others, purchase or otherwise acquire, use, operate,
repair, alter, service, exhibit and demonstrate, export, lease to others, sell
or otherwise dispose of, and generally deal in and with all manner of military
and civil aircraft engines, and their parts, fittings, furnishings, instruments,
accessories, appurtenances of every kind and description, and all parts or
components of the foregoing, and all supplies and things in any way relating to
or used in connection with the foregoing.
(b) To buy, acquire, hold, own, maintain,
improve, develop, sell, convey, lease, mortgage, exchange and otherwise deal in
and dispose of real estate and real property of all kinds, improved and
unimproved, or any interest and rights therein.
(c) To conduct a general merchandising and
trading business, and for the accomplishment thereof to manufacture, buy or
otherwise acquire, hold, sell or otherwise dispose of, deal and trade in, as
principal, agent or broker, goods, wares and merchandise and personal property
of every kind and description, at wholesale or retail and on commission or
otherwise.
(d) To manufacture, purchase or otherwise
acquire, own, repair, service, lease, mortgage, pledge, sell, assign and
transfer, or otherwise dispose of, to invest, trade, deal in and deal with
goods, wares and merchandise and personal property of every class and
description.
(e) To engage in all activities, render all
services and to buy, sell, use, handle, and deal in all fixtures, machinery,
apparatus, equipment, accessories, tools, machinery, products and merchandise
incidental or related to any of the purposes of the Corporation, or of use
thereto.
(f) To acquire by purchase or otherwise, hold
for investment or for resale, to sell or otherwise dispose of, pledge,
hypothecate, and deal in and with, as principal, agent or broker, and on
commission or otherwise, stocks, bonds, notes, mortgages, trusts receipts,
interim receipts, warehouse receipts, certificates of ownership, debentures,
investment securities and choses in action generally; and to do any and all
business necessary, suitable or incidental thereto.
(g) To apply for, obtain, register, purchase,
lease or otherwise acquire and to hold, use, grant licenses in respect of, or
otherwise turn to account, sell, assign, pledge or otherwise dispose of,
trademarks, trade names, inventions, secret processes, formulae, patented
devices, letters-patent and licenses under letters-patent, copyrights and
similar rights and property.
(h) To purchase or otherwise acquire all or any
part of the business, goodwill, rights, property and assets of all kinds and
assume all or any part of the liabilities of any corporation, association,
partnership or person engaged in any business included in the Corporation's
purposes, or incidental thereto; and to pay for the same either in cash, stock
of the Corporation, bonds or otherwise; to manage, conduct and carry on the
whole or any part of the business so acquired, and to exercise all the powers
necessary, incidental or impliedly conferred by law in and about the transaction
and management
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of such business.
(i) To borrow money, and, from time to time, to
make, accept, endorse, execute and issue bonds, debentures, promissory notes,
bills of exchange and other obligations of the Corporation for moneys borrowed
or in payment for property acquired or for any of the other objects, or purposes
of the Corporation or its business, and to secure the payment of any such
obligations by mortgage, pledge, deed, indenture, agreement or other instrument
of trust, or by other lien upon, assignment of or agreement in regard to, all or
any part of the property, rights or privileges of the Corporation wherever
situated, whether now owned or hereafter to be acquired.
(j) To make any guarantee respecting dividends,
shares of stock, bonds, debentures, contracts or other obligations to the extent
that such power may be exercised by corporations organized under the New York
Business Corporation Law.
(k) To carry out all or any part of the
foregoing purposes as principal, factor, agent, contractor, or otherwise either
alone or in conjunction with any person, firm, association or corporation, and
in any part of the world, and in carrying on its business and for the purpose of
attaining or furthering any of its objects, to make and perform such contracts
of any kind and description, to do such acts and things, and to exercise any and
all such powers, as a natural person could lawfully make, perform, do or
exercise, provided the same be not inconsistent with the laws of the State of
New York.
(l) To maintain and have offices, agencies, or
branches, conduct its business or any part thereof, purchase, lease or otherwise
acquire, hold, mortgage, and convey real and personal property, and do all or
any of the acts and things herein set forth as purposes and such other acts and
things as may be requisite for the Corporation in the convenient transactions of
its business, outside of the State of New York, as well as within the State, and
in any or all the other states of the United States, in the District of
Columbia, in any of the territories, districts, protectorates, dependencies or
insular or other possessions or acquisitions of the United States, and in any or
all foreign countries.
(m) To do any and all things necessary,
suitable, convenient or proper for, or in connection with, or incidental to, the
accomplishment of any of the purposes or the attainment of any one or more of
the objects herein enumerated, or designed directly or indirectly to promote the
interests of the Corporation, or to enhance the value of any of its properties;
and in general to do any and all things and exercise any and all powers and
carry on any and all business which it may now or hereafter be lawful for the
Corporation to do or to exercise or to carry on under the laws of the State of
New York that may
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now or hereafter be applicable to the Corporation.
The purposes and powers specified in the clauses contained in
this Article 2 shall, except when otherwise expressed in this Article 2, be in
no wise limited or restricted by reference to, or inference from, the terms of
any other clause of this or of any other article of this Certificate, but the
purposes and powers specified in each of the clauses of this Article 2 shall be
regarded as independent purposes and powers, and the specifications herein
contained of particular powers of the Corporation is not intended to be, and is
not, in limitation of, but is in furtherance of, the powers granted to
corporations under the laws of the State of New York under and in pursuance of
the provisions of which the Corporation is formed.
3. The office of the Corporation in the State of New
York is to be located in the City of Norwich, County of Chenango.
4. The aggregate number of shares which the Corporation
shall have the authority to issue is One Hundred Thousand (100,000) shares, par
value twenty cents ($.20) per share, and all of which are to be common shares of
stock of the same class.
5. The Secretary of State is designated as agent of the
Corporation upon whom process against it may be served. The post office address
to which the Secretary of State shall mail a copy of any process against the
Corporation served upon it is: 35 West Main Street, Norwich, New York 13815.
IN WITNESS WHEREOF, this certificate has been executed this
19th day of September, 1983.
Name and Address Signature of
of Incorporator Incorporator
William G. Ballard
R.D. #1, Box 62
Norwich, New York 13815 /s/ WILLIAM G. BALLARD
------------------------------
William G. Ballard
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STATE OF NEW YORK :
: ss.:
COUNTY OF CHENANGO :
On this 19th day of September, 1983, before me personally came
WILLIAM G. BALLARD, to me known to be the same person described in and who
executed the foregoing Certificate of Incorporation, and he duly acknowledged to
me that he executed the same.
/s/ THOMAS CARL EMERSON
----------------------------
Notary Public
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CERTIFICATE OF INCORPORATION
for
NORWICH AERO PRODUCTS, INC.
William G. Ballard, Incorporator
LEE, LEE & EMERSON, ESQS.
35 West Main Street
Norwich, New York 13815
607-334-2247
CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF
INCORPORATION OF NORWICH AERO PRODUCTS, INC., UNDER
SECTION 805 OF THE BUSINESS CORPORATION LAW
1. The name of the corporation is Norwich Aero Products, Inc. and
has not been changed.
2. Its Certificate of Incorporation was filed by the Department
of State on the 21st day of September 1983.
3. The amendment effected by this certificate of amendment is as
follows: Paragraph No. 4 of the original Certificate of Incorporation dealing
with the number of authorized shares and generally providing for the authority
to issue 100,000 shares of 20 cent par value common stock is hereby amended to
increase the number of authorized shares to 5,000,000 shares of the par value of
20 cents per share and is therefore amended to read as follows:
4. The aggregate number of shares which the corporation
shall have the authority to issue is 5,000,000 (5 million)
shares, par value 20 cents ($.20) per share and all of which
are to be common shares of stock of the same class.
5. This amendment has no effect on the number of currently issued
shares, currently 47,810 shares of 20 cent par value stock, but increases the
number of authorized but unissued shares from the current 52,190 by a total of
4,900,000 resulting in 4,952,190 shares of 20 cent par value stock authorized
but unissued.
6. The above and foregoing amendments to the certificate of
incorporation were authorized by vote of the board, followed by a vote of the
holders of a majority of all outstanding shares entitled to vote at a meeting of
shareholders held on the 15th day of April, 1987.
/s/ WILLIAM G. BALLARD
-----------------------------
WILLIAM G. BALLARD, President
/s/ THOMAS C. EMERSON
-----------------------------
THOMAS C. EMERSON, Secretary
STATE OF NEW YORK )
) SS.:
COUNTY OF CHENANGO )
William G. Ballard, being duly sworn deposes and says that he is the
President of Norwich Aero Products, Inc.; that he has read the foregoing
amendment of certificate of incorporation and knows the contents thereof; that
the same is true to his own knowledge, except as to the matters therein stated
to be alleged on information and belief, and that as to those matters he
believes it to be true.
/s/ WILLIAM G. BALLARD
------------------------
WILLIAM G. BALLARD
Sworn to before me this
28th day of October, 1987.
/s/ EDWARD J. LEE
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Notary Public
STATE OF NEW YORK )
) SS.:
COUNTY OF CHENANGO )
Thomas C. Emerson, being duly sworn deposes and says that he is the
Secretary of Norwich Aero Products, Inc.; that he has read the foregoing
amendment of certificate of incorporation and knows the contents thereof; that
the same is true to his own knowledge, except as to the matters therein stated
to be alleged on information and belief, and that as to those matters he
believes it to be true.
/s/ THOMAS C. EMERSON
---------------------------
THOMAS C. EMERSON
Sworn to before me this
28th day of October, 1987.
/s/ EDWARD J. LEE
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Notary Public
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CERTIFICATE OF MERGER
OF
ROXBORO AEROSPACE PRODUCTS, INC.
INTO
NORWICH AERO PRODUCTS, INC.
UNDER SECTION 905 OF THE BUSINESS CORPORATION LAW
Norwich Aero Products, Inc., pursuant to the provisions of Section 905
of the Business Corporation Law of the State of New York, hereby certifies as
follows:
1. Roxboro Aerospace Products, Inc., a corporation of the State
of New York ("Roxboro"), owns at least ninety percent of the outstanding shares
of Norwich Aero Products, Inc., a corporation of the State of New York
("Norwich").
2. As to each corporation to be merged, the designation and
number of outstanding shares and the number of such shares, if any, owned by the
surviving corporation are as follows:
Number of Shares
Name of Corporation Designation and Number of Owned by the
to be Merged Outstanding Shares Survivor
- ------------------- ------------------------- ----------------
Roxboro Aerospace 1 Share of Common Stock None.
Products, Inc.
Norwich Aero 618,932 Shares of None.
Products, Inc. Common Stock
3. By virtue of the merger, the one Share of Common Stock of
Roxboro will be converted into and become one fully paid and nonassessable Share
of Common Stock of Norwich, the surviving corporation, and shall constitute the
only outstanding shares of capital stock of the surviving corporation.
4. The date when the certificate of incorporation of each
constituent corporation was filed by the Department of State is as follows:
NAME OF CORPORATION DATE OF INCORPORATION
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Roxboro Aerospace Products, Inc. 8/31/1998
Norwich Aero Products, Inc. 9/21/1983
5. The plan of merger was adopted by the board of directors of
Roxboro, the parent corporation.
6. The proposed merger has been approved by the sole shareholder
of the parent corporation in accordance with paragraph (a) of section 903 of the
Business Corporation Law
IN WITNESS WHEREOF, the undersigned, by its duly authorized officer,
has executed this Certificate of Merger this 8th day of January, 1999.
NORWICH AERO PRODUCTS, INC.
BY: /s/ WILLIAM G. BALLARD
---------------------------------
Name: William G. Ballard
Title: President
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