EXHIBIT 3.47
ARTICLES OF INCORPORATION
OF
PRESSURE SYSTEMS, INC.
We hereby associate to form a stock corporation under the provisions of
Chapter One, of Title 13.1 of the Code of Virginia, and to that end set forth
the following:
(a) The name of the corporation is Pressure Systems, Inc.
(b) The corporation is formed for the purpose of manufacturing
equipment designed to measure pressure of any media, in particular, to develop
pressure measuring instrumentation and pressure sensors; the sale to private
industry both in the United States and abroad, and to the United States
Government and foreign governments; and any other business not prohibited by
law.
(c) The common stock to be issued by Pressure Systems, Inc. is to
be treated as stock issued by a small business corporation, qualifying for
treatment under code section 1244 of the Internal Revenue Service Code.
Authorized stock shall be 100,000 shares, $0.01 par value.
(d) The post office address of the initial registered office of
the Corporation is 2017 Cunningham Drive, Suite 207, Hampton, Virginia 23666.
The name of its initial registered agent is Stuart A. Saunders, who is a
resident of Virginia and a member of the Virginia State Bar, and whose business
address is the same as the same as the address of the initial registered office
of the corporation. The registered office is located in the City of Hampton.
(e) The number of Directors constituting the initial Board of
Directors is one (1), and the name and address of the person who is to serve as
the initial Director is:
NAME ADDRESS
Douglas B. Juanarena 855 Thames Drive
Hampton, Virginia 23666
DATED: 11-21-71
/s/ DOUGLAS B. JUANARENA (SEAL)
----------------------------
Douglas B. Juanarena
STATE OF VIRGINIA
CITY OF Hampton, to-wit:
The foregoing Articles of Incorporation was signed and acknowledged
before me this 21 day of November, 1977, in my city and State aforesaid.
My commission expires July 1, 1978
/s/ STUART A. SAUNDERS
----------------------------
NOTARY PUBLIC
SAUNDERS, ROGERS & SAUNDERS
2017 Cunningham Drive, Suite 207
Hampton, VA 23666
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CERTIFICATE FOR AMENDMENT
TO THE ARTICLES OF
INCORPORATION OF PRESSURE SYSTEMS, INC.
WHEREAS, PRESSURE SYSTEMS, INC., a corporation created under and by
virtue of the laws of the Commonwealth of Virginia, desires to have its Articles
of Incorporation amended as hereinafter set forth:
NOW THEREFORE, to that end, Douglas B. Juanarena, President of the
Corporation, under the seal of the corporation attested by Sue V. Juanarena,
Secretary thereof, do hereby certify as follows:
That on the 11th day of October, 1978, after due notice to the Director
of the corporation, there was held at the office of the corporation a special
meeting of the Board of Directors of the aforesaid corporation at which meeting
the Director passed the following resolution declaring that this amendment to
the Articles of Incorporation is in the best interest of the corporation.
NOW, BE IT RESOLVED, that Article C of the Articles of Incorporation of
Pressure Systems, Inc. be amended to read as follows:
The aggregate number of shares and classes of common stock which the
corporation shall have the authority to issue and the par value per share are as
follows:
CLASS NUMBER OF SHARES PAR VALUE PER SHARE
Common 5,000 $10
BE IT RESOLVED, FURTHER, that in the opinion of the Board of Directors
it is advisable and in the best interest of the corporation to amend the
Articles of Incorporation.
BE IT RESOLVED, FURTHER, that a meeting of the stockholders be called
for October 11, 1978 at the office of the corporation to consider and act upon
the proposed amendment.
That on the 11th day of October, 1978, at 2:00 P.M. there was held at
the office of the corporation a meeting of the stockholders, pursuant to call of
the Board of Directors, notice of said meeting having been given to all of the
stockholders; that at said meeting there were present in person 1000 shares out
of a total of 1000 shares of stock issued and outstanding, having voting powers;
that the foregoing resolution adopted by the Board of Directors, proposing to
amend the Articles of Incorporation of the corporation in the manner hereinabove
set forth, was in terms laid before the stockholders' meeting and adopted by an
affirmative vote of 1000 shares, being at least two-thirds in interest of the
stockholder in this corporation having voting powers.
That the proceedings of said meeting were duly entered in the minutes
of the proceedings of the stockholders.
THEREFORE, this certificate is now signed by Douglas B. Juanarena,
President of Pressure Systems, Inc. with its corporate seal thereto affixed,
attested by Sue V. Juanarena, its Secretary, this 13th day of October, 1978.
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PRESSURE SYSTEMS, INC.
BY: /s/ DOUGLAS B. JUANARENA
------------------------
President
ATTEST:
/s/ SUE V. JUANARENA
--------------------
Secretary
STATE OF VIRGINIA
City of Hampton, to-wit:
I, Mary M. Santos, a Notary Public in and for the City and State
aforesaid, whose commission expires on the 4 day of November, 1981, do hereby
certify that Douglas B. Juanarena and Sue V. Juanarena whose names are signed as
President and Secretary, respectively, of Pressure Systems, Inc. to the
foregoing writing bearing date on the 11th day of October, 1978, have severally
acknowledged the same before me in my City and State aforesaid.
Given under my hand this 13 day of October, 1978.
/s/ MARY M. SANTOS
------------------
Notary Public
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ARTICLES OF AMENDMENT OF
PRESSURE SYSTEMS, INC.
ONE
The name of the corporation is PRESSURE SYSTEMS, INC.
TWO
The articles of incorporation were amended to provide as follows:
RESOLVED, that the articles of incorporation of the corporation be
amended by increasing the total number of shares of common stock that
the corporation is authorized to issue from 5,000 shares of $10.00 par
value common stock to 150,000 shares of no par common stock, and
thereby eliminate the stated capital of the corporation, and
FURTHER RESOLVED, that on the effective date of the amendment, each
share of common stock of the par value of TEN DOLLARS ($10.00) per
share outstanding before the amendment shall be divided and changed
into thirty (30) fully paid and nonassessable shares of common stock
with no par value; and that after the effective date of the amendment,
each holder of record of one or more certificates representing shares
of the old $10.00 par value common stock shall be entitled to receive
one or more certificates representing the proportionate number of
shares of the new common stock on surrender of his old certificate or
certificates for cancellation; and the stock warrants issued for the
benefit of CMNY and NatWest be reissued showing the new number of
shares as being 23,940 shares on each warrant, as well as amending all
other elements of said warrants and all supporting documentation to
reflect the aforesaid stock split.
THREE
The foregoing amendments were adopted on January 19, 1989.
FOUR
The amendments were adopted by unanimous consent of the shareholders in
accordance with Section 13.1-710 of the Code of Virginia (1950) as amended.
PRESSURE SYSTEMS, INC.
By: /s/ DOUGLAS B. JUANARENA
------------------------
Douglas B. Juanarena
President
artamend.psi/corp
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