EXHIBIT 3.7
CERTIFICATE OF INCORPORATION
OF
ESTERLINE ANGUS INSTRUMENT CORPORATION
CERTIFICATE OF INCORPORATION
OF
ESTERLINE ANGUS INSTRUMENT CORPORATION
THE UNDERSIGNED, for the purpose of forming a Corporation
under and pursuant to the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY as follows:
FIRST: The name of the corporation (herein Called the
"Corporation") is
ESTERLINE ANGUS INSTRUMENT CORPORATION.
SECOND: The registered office of the Corporation in the State
of Delaware is to be located at No. 100 West Tenth Street, in the City of
Wilmington, County of New Castle. The name and address of its registered agent
is The Corporation Trust Company and the address of said agent is No. 100 West
Tenth Street, Wilmington, Delaware.
THIRD: The nature of the business, or objects or purposes to
be transacted, promoted or carried on by the Corporation shall be as follows:
1. To design, construct, manufacture, process, sell,
buy, exchange, contract for, lease and in every manner deal with and in
graphic recording instruments and systems, data acquisition and control
systems, transducers, sensors and gages and mechanical timing devices
and systems of every kind and description.
2. To acquire, purchase, own, hold, operate, develop,
lease, mortgage, pledge, exchange, sell, transfer or otherwise invest,
trade or deal in, in any manner permitted by law, real and personal
property of every kind and description or any interest therein.
3. To acquire all or any part of the securities, good
will, rights, property or assets of all kinds and to undertake or
assume the whole or any part of the obligations or liabilities of any
corporation, associations, partnership, syndicate, entity, person, or
governmental, municipal or public authority, domestic or foreign,
located in or organized under the laws of any authority in any part of
the world, and to pay for the same in cash, stocks, bonds, debentures
or other securities of this or any other corporation, or otherwise in
any manner permitted by law; and to conduct in any lawful manner the
whole or any part of any business so acquired.
4. To engage in any mercantile, manufacturing or trading
business of any kind or character whatsoever throughout the world, and
to do all things incidental to any such business, and to design,
construct, manufacture, process, buy, sell, exchange, contract for,
lease and in every manner deal in machinery, equipment, devices,
accessories, controls, instruments, hardware, tools, implements,
appliances and products of all kinds relating to the communications,
electronics, transportation, utilities, metals and every other type of
related industry, and to agriculture and agricultural activities of
every kind and description.
5. To explore for, develop, process, deal in, and
conduct any kind of operations with respect to petroleum, natural gas,
and all kinds of natural resources; to buy, sell, mortgage, exchange,
lease, acquire and deal in oil and natural gas properties and in any
and all kinds of properties, royalties, interests, rights, claims,
leases, locations, or concessions relating to petroleum, natural gas or
other natural resources, and to conduct all business appertaining
thereto.
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6. To export from and import into the United States of
America and its territories and possessions, and any and all foreign
countries, as principal or agent, merchandise of every kind and nature,
and to purchase, sell, and deal in and with merchandise of every kind
and nature for exportation from and importation into the United Stated
to and from all countries foreign thereto; and for exportation from and
importation into any foreign country, to and from any other country
foreign thereto, and to purchase and sell domestic merchandise in
domestic markets and foreign merchandise in foreign markets and to do a
general foreign and domestic exporting and importing business.
7. To act as agent or representative for individuals,
partnerships or corporations and as such to develop and extend their
business and to aid in lawful enterprise.
8. To borrow or raise moneys for any of the purposes of
the Corporation and from time to time, without limit as to amount, to
draw, make, accept, endorse, guarantee, execute and issue promissory,
notes, drafts, bills, of exchange, warrants, bonds, debentures and
other negotiable or non-negotiable instruments and evidences of
indebtedness, and to secure the payment thereof and of the interest
thereon by mortgage on, or pledge, conveyance or assignment in trust
of, the whole or any part of the assets of the Corporation, real,
personal or mixed, including contract rights, whether at the time owned
or thereafter acquired, and to sell, pledge or otherwise dispose of
such securities or other obligation of the Corporation for its
corporate purposes.
9. To lend money, either without any collateral security
or on the security of real or personal property, and to enter into,
make, perform and carry out, or cancel and rescind contracts of every
kind and for any lawful purpose with any person, firm, association,
corporation, syndicate or governmental, municipal or public authority,
domestic or foreign, or other.
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10. To apply for, obtain, register, purchase, lease, or
otherwise acquire, and to hold, use, pledge, lease, sell, assign, or
otherwise dispose of, formulae, secret processes, distinctive marks,
improvements, processes, trademarks, trade names, copyrights, patents,
licenses, concessions, and the like, whether used in connection with or
secured under Letters Patent of or issued by any country or authority;
and to issue, exercise, develop and grant licenses in respect thereof
or otherwise turn the same to account.
11. To make any guaranty respecting securities,
indebtedness, dividends, interest, contracts or other obligations so
far as the same may be permitted to be done by a corporation organized
under the law of the State of Delaware.
12. To purchase or otherwise acquire, hold, sell, pledge,
transfer or otherwise dispose of, and to reissue or cancel the shares
of, its own capital stock or any securities or other obligations of the
Corporation in the manner and to the extent now or hereafter permitted
by the laws of the State of Delaware.
13. To enter into any lawful arrangements for sharing
profits, union of interest, reciprocal concession or cooperation with
any corporation, associations, partnership, syndicate, entity, person
or governmental, municipal or public authority, domestic or foreign,
located in or organized under the laws of any authority in any part of
the world, in the carrying on of any business which the Corporation is
authorized to carry on, or any business or transaction deemed
necessary, convenient or incidental to carry out any of the purposes of
the Corporation.
14. To subscribe for, receive, purchase, or otherwise
acquire, underwrite, obtain an interest in, own, hold, pledge,
hypothecate, mortgage, assign, deposit, create trusts with respect to,
deal in, exchange, sell, and otherwise dispose of, alone or in
syndicate or otherwise in conjunction with others,
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and generally deal in and with all or any of the following (hereinafter
sometimes referred to collectively as "securities" or individually as a
"security"), namely: all kinds of shares, stocks, voting trust
certificates, trust certificates, bonds, mortgages, debentures, trust
receipts, notes and other securities, obligations, contracts,
certificates of interest, choses in action and evidences of
indebtedness generally of any corporation, association, partnership,
syndicate entity, person, or governmental, municipal or public
authority, domestic or foreign, and evidences of any interest therein
or in respect thereto; to acquire or become interested in any such
securities by original subscription, underwriting, participation in
syndicates or otherwise and irrespective of whether or not such
securities are fully paid or subject to further payments or
assessments; to issue in exchange therefor its own securities; and
while the owner or holder of any such securities, to exercise all the
rights, powers and privileges of ownership or interest in respect
thereof, including the right to vote thereon and otherwise act with
respect thereto; and to promote, manage, participate in and act as
agent for any underwriting, purchasing or selling syndicate or group
and otherwise to take part in and assist in any legal manner, by
guaranty or otherwise, the purchase, sale or distribution of any such
securities.
15. To promote, cause to be organized, finance and aid by
loan, subsidy, guaranty or otherwise, any corporation, association,
partnership, syndicate, entity, person or governmental, municipal or
public authority, domestic or foreign, located in or organized under
the laws of any authority in any part of the world, any security of
which is held directly or indirectly by or for the Corporation, or in
the business, financing or welfare of which the Corporation shall have
any interest; and in connection therewith to guarantee or become surety
for the performance of any undertaking or obligation of any of the
foregoing, and to guarantee endorsement or otherwise the payment of the
principal of, or interest or dividends on, any such security, and
generally to do any acts or things designed to protect, preserve,
improve or enhance the value of any such security.
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16. To do everything necessary, proper, advisable or
convenient for the accomplishment of any of the purposes or for the
attainment of any of the objects or the furtherance of any of the
powers herein set forth and to do every other act and thing incidental
thereto or connected therewith, provided the same be not forbidden by
the laws of the State of Delaware.
17. In general, to engage in any lawful act or activity
for which corporations may be organized under the General Corporation
Law of Delaware; and to do any and all of the acts and things herein
set forth to the same extent as natural persons could do, and in any
part of the world, as principal, factor, agent, contractor, trustee or
otherwise in conjunction with any person, entity, syndicate,
partnership, association or corporation, governmental, municipal or
public authority, domestic or foreign; to establish and maintain
offices and agencies and to exercise all or any of its corporate powers
and rights throughout the world.
The foregoing clauses of this Article THIRD shall be construed
as powers as well as objects and purposes. The matters expressed in each clause
shall, unless herein otherwise expressly provided, be in no wise limited by
reference to or inference from the terms of any other clause, but shall be
regarded as independent objects, purposes and powers; and the enumeration of
specific objects, purposes and powers shall not be construed to limit or
restrict in any manner the meaning of general terms or the general powers of the
Corporation; nor shall the expression of one
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thing be deemed to exclude another not expressed, although it be of like nature;
provided, however, that nothing herein contained shall be construed as
authorizing the Corporation to carry on the business of constructing,
maintaining, or operating public utilities in the State of Delaware or
elsewhere; and provided further, however, that the Corporation shall not carry
on any business or exercise any powers in any state, territory or country which,
under the laws thereof, the Corporation may not lawfully carry on or exercise.
FOURTH: The total number of shares of stock that the
Corporation shall have authority to issue is One Thousand (1,000) shares of
Common Stock, of the par value of One Dollar ($1.00) per share.
FIFTH: The name and mailing address of the incorporator is
John FitzSimmons, 277 Park Avenue, New York, New York 10017.
SIXTH: (a) Subject to the provisions of the General
Corporation Law of the State of Delaware, the number of directors of the
Corporation shall be determined as provided by the By-laws.
(b) The election of directors need not be by ballot.
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SEVENTH: All corporate powers of the Corporation shall be
exercised by the Board of Directors. In furtherance and not in limitation of the
powers conferred by the laws of the State of Delaware, the Board of Directors is
expressly authorized and empowers;
1. To make, alter or repeal the By-laws of the
Corporation, except as may be otherwise provided with respect to one or
more of the By-laws by resolution of the stockholders in making,
altering, amending or repealing such By-law or By-laws.
2. By a suitable By-law or by a resolution passed by a
majority of the whole membership of the Board, to designate two or more
of their number to constitute a committee or committees, with such name
or names as may be determined from time to time by resolution of the
Board of Directors, which committee or committees, to the extent
provided in such resolution or resolutions or in the By-laws of the
Corporation, shall have and may exercise the powers of the Board of
Directors in the management of the Business and affairs of the
Corporation, and may have power to authorize the seal of the
Corporation to be affixed to all papers which may require it.
3. To determine whether any and, if any, what part of
the net profits of the Corporation or of its surplus or of its net
assets in excess of its capital shall be declared in dividends and paid
to the stockholders, and to direct and determine the use and
disposition of any such net profits or of any such surplus or of any
such net assets in excess of capital.
4. To determine, from time to time, to the extent now or
hereafter permitted by the laws of the State of Delaware, whether and
to what extent, and at what times and places and under what conditions
and regulations, the accounts and books of the Corporation or any of
them shall be open to the inspection of the stockholders, and no
stockholder shall have any right to inspect any account, book or
document of the Corporation, except as conferred by the laws of the
State of Delaware, unless otherwise authorized by resolution of the
Board of Directors of the Corporation.
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5. From time to time, to the extent now or hereafter
permitted by the laws of the State of Delaware, to sell, lease,
exchange, or otherwise dispose of any part of the property and assets
of this Corporation which the Board of Directors deems it expedient and
for the best interests of the Corporation to dispose of, or
disadvantageous to continue to own, without assent of the stockholders
by vote or otherwise; and, pursuant to the written consent of the
holders of a majority of the shares of stock issued and outstanding
having voting power, or pursuant to the affirmative vote of the holders
of a majority of stock issued and outstanding having voting powers,
given at a stockholders' meeting duly called for that purpose, the
Board of Directors shall have power and authority pursuant to action
taken at any meeting of the Board of Directors (whether a regular or
special meeting and whether or not notice of such purpose shall have
been given prior to such meeting), to sell, lease or exchange all of
the property and assets of the Corporation, including, if the Board of
Directors shall so desire, its good will and its corporate franchises,
for such consideration and upon such terms and conditions as the Board
of Directors deem expedient and for the best interests of the
Corporation.
6. To remove at any time, for cause or without cause,
any officer or employee of the Corporation, or to confer such power on
any committee or officer, provided, however, that any officer elected
or appointed by the Board of Directors may be removed only by the
affirmative vote of a majority of the Board of Directors then in
office.
7. Without the assent or vote of the stockholders, to
authorize and issue obligations of the Corporation, secured or
unsecured, to include therein such provisions as to redeemability,
convertibility or otherwise, as the Board of Directors may determine,
and to authorize the mortgaging or pledging, as security therefor, of
any property of the Corporation, real or personal, including
after-acquired property.
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8. To set apart out of any funds of the Corporation
available for dividends a reserve or reserves for any proper purposes
and to abolish any such reserve or reserves, to make such other
provisions, if any, as are deemed necessary or advisable for working
capital, for additions, improvements and betterments to plant and
equipment, for expansion of the Corporation's business (including the
acquisition of real and personal property for that purpose) and for any
other purposes of the Corporation, and from time to time to authorize
the use of the surplus of the Corporation for the purpose of acquiring
any of the capital stock of the Corporation.
9. From time to time, to offer for subscription, or
otherwise to issue or sell, or to grant options for the subscription to
or purchase of, any or all of the authorized stock of the Corporation
not then issued or which may have been issued and reacquired as
treasury stock by the Corporation, and any or all of any increased
stock of any class that may hereafter be authorized, for such
consideration (including the cancellation of accrued and unpaid
dividends on outstanding preferred stock of the Corporation) as the
Board of Directors may determine, without the assent or vote of the
stockholders and at the time of such issue and sale, or at the time of
granting of such options, to specify in dollars the part of the
consideration received on such issue and sale which shall be capital,
and which shall be surplus, respectively; provided, however, that as to
any shares having a par value the amount of the part of such
consideration so determined to be capital need be only equal to the
aggregate par value of such shares.
10. Subject to the provisions of the statutes of the
State of Delaware, to exercise any and all other powers, in addition to
the powers expressly conferred by law and by this Certificate of
Incorporation, which may be conferred upon it by the Corporation
through appropriate By-law provisions.
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EIGHTH: Whenever a compromise or arrangement is proposed
between this Corporation and its creditors or any class of them and/or between
this Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this Corporation or of any creditor or stockholder thereof, or on
the application of any receiver or receivers appointed for this Corporation
under the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said
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application has been made, be binding on all the creditors or class of
creditors, and/or on all the stockholders or class of stockholders, of this
Corporation, as the case may be, and also on this Corporation.
NINTH: The Corporation shall have the power to indemnify any
director, officer, employee or agent of the Corporation or any person who serves
or has served at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, to the extent permitted by the General Corporation Law of the State
of Delaware.
TENTH: Both the stockholders and the directors shall have the
power to hold their meetings, if the By-laws so provide, and keep the books,
documents, and papers of the Corporation, outside of the State of Delaware, and
to have one or more offices within or without the State of Delaware, at such
places as may be from time to time designated by the By-laws or by resolution of
the stockholders or the directors, except as otherwise required by the laws of
the State of Delaware.
ELEVENTH: If so determined by the Board of Directors, the
Corporation may from time to time receive money or other property as a
contribution to surplus, which contribution may consist of an undivided part of
money or other
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property. Against any surplus there may be charged from time to time any losses
incurred by the corporation or any items or debt or bond or stock discount and
expense. Such surplus may also be reduced from time to time by dividends or by
transfer to capital or to some other appropriate account, and the amount of
capital may be increased from time to time by the capitalization of surplus or
net profits without the issuance of additional shares.
TWELFTH: The Corporation reserves the right to create any
preferred or special stocks or to amend, alter change or repeal any provisions
in this Certificate of Incorporation in the manner now or hereafter prescribed
by the laws of the State of Delaware, and all rights and interests of the
stockholders of the Corporation are granted subject to these reservations.
THE UNDERSIGNED, being the incorporator hereinbefore named for
the purpose of forming a corporation in pursuance of the General Corporation Law
of the State of Delaware, does make this Certificate, hereby declaring and
certifying that the facts herein stated are true, and accordingly has hereunto
set his hand, this 18th day of September 1974.
/s/ JOHN H. FITZSIMONS
---------------------------------
John FitzSimons
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STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
BE IT REMEMBERED, that on this 18th day of September, 1974,
personally came before me, a Notary Public for the State of New York, John
FitzSimons, the party to the foregoing Certificate of Incorporation, known to me
personally to be such, who acknowledged the said Certifi- cate to be the act and
deed of the signer and that the facts therein stated to be truly set forth.
GIVEN under my hand and seal of office the day and year
aforesaid.
/s/ MARY A. TARANTINO
---------------------------------
Notary Public
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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation") is
ESTERLINE ANGUS INSTRUMENT CORPORATION
2. The registered office of the corporation within the State of Delaware
is hereby changed to 229 South State Street, City of Dover 19901,
County of Kent.
3. The registered agent of the corporation within the State of Delaware is
hereby changed to The Prentice-Hall Corporation System, Inc., the
business office of which is identical with the registered office of the
corporation as hereby changed.
4. The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.
Signed on December 9, 1983.
/s/ JOHN H. MACDONALD
---------------------------------------
John H. MacDonald, Vice - President
Attest:
/s/ ROBERT D. FARLEY
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Robert D. Farley, Secretary
DEL.-C.A.-D
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
Esterline Angus Instrument Corporation, a corporation and existing under and by
virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc. and the present registered office of the corporation is
in the county of Kent, Delaware.
The Board of Directors of Esterline Angus Instrument Corporation
adopted the following resolution on the 13th day of September, 1988.
Resolved, that the registered office of Esterline Angus
Instrument Corporation in the state of Delaware be and it hereby is
changed to Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle, and the authorization of the present
registered agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby
constituted and appointed the registered agent of this corporation at
the address of its registered office.
IN WITNESS WHEREOF, Esterline Angus Instrument Corporation has
caused this statement to be signed by Donald E. Allen , its xxxxxxx President
and attested by R. W. Stevenson, its xxxxxxxxx Secretary this 11 day of
November, 1988.
By /s/ D. E. ALLEN
----------------------------
Donald E. Allen, President
ATTEST:
By /s/ R. W. STEVENSON
-------------------
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 04/25/1991
731115012 - 805534
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
ESTERLINE ANGUS INSTRUMENT CORPORATION
Pursuant to Section 103 of the General Corporation Law of Delaware,
ESTERLINE ANGUS INSTRUMENT CORPORATION, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the sole Stockholder of ESTERLINE ANGUS INSTRUMENT
CORPORATION duly adopted the following resolution on the 6th day of March, 1991,
effecting an amendment to the Certificate of Incorporation:
RESOLVED, that ARTICLE FIRST of the Company's Certificate of
Incorporation is amended in its entirety to read:
FIRST: The name of the corporation (the "Corporation") is
ANTEC INSTRUMENT 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, said ESTERLINE ANGUS INSTRUMENT CORPORATION has
caused this Certificate of Amendment to be signed by the President and attested
to by its Secretary and its corporate seal to be hereunto affixed this 15th day
of March, 1991.
ESTERLINE ANGUS INSTRUMENT
CORPORATION
/s/ D. E. ALLEN
-------------------------------
Donald E. Allen, President
[Corporate Seal]
ATTEST:
/s/ R. W. STEVENSON
- ---------------------------------
Robert W. Stevenson, Secretary
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 08/09/1991
731221012 - 805534
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
ANTEC INSTRUMENT CO.
Pursuant to Section 103 of the General Corporation Law of Delaware,
ANTEC INSTRUMENT CO., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the sole Stockholder of ANTEC INSTRUMENT CO. duly adopted
the following resolution on the 6th day of August, 1991, effecting an amendment
to the Certificate of Incorporation:
RESOLVED: THAT ARTICLE FIRST of the Certificate of
Incorporation of the Corporation be amended to read as
follows:
FIRST: The name of the corporation (herein called the
"Corporation") is ANGUS ELECTRONICS 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, said ANTEC INSTRUMENT CO. has caused this
Certificate of Amendment to be signed by the
President and attested to by its Secretary and its corporate seal to be hereunto
affixed this 6th day of August, 1991.
ANTEC INSTRUMENT CO.
/s/ D. E. ALLEN
--------------------------------
Donald E. Allen, President
[Corporate Seal]
ATTEST:
/s/ R. W. STEVENSON
- -----------------------------------
Robert W. Stevenson, Secretary
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