EXHIBIT 3.1.58
FEDERAL IDENTIFICATION
NO. 04-2393279
Fee: $250.00
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(GENERAL LAWS, CHAPTER 156B, SECTION 82)
01238911
We, Randy Furr, *President
and Rick Ackel, *Clerk
of HADCO CORPORATION.
(Exact name of corporation)
organized under the laws of Massachusetts and herein called the parent
corporation, certify as follows:
1. That the subsidiary corporation(s) to be merged into the
parent corporation is/are:
NAME STATE OF ORGANIZATION DATE OF ORGANIZATION
1] Hadco Phoenix, Inc. Delaware February 1, 1998
2] CCIR of Texas Corp. Texas March 27, 1997
3] CCIR of California Corp. California November 5, 1997
2. The parent corporation, at the date of the vote, owned not
less than ninety percent (90%) of the outstanding shares of each class
of stock of the subsidiary corporation or corporations with which it
has voted to merge.
ITEM 3 BELOW MAY BE DELETED IF ALL THE CORPORATIONS ARE ORGANIZED UNDER
THE LAWS OF MASSACHUSETTS AND IF GENERAL LAWS, CHAPTER 156B IS
APPLICABLE TO THEM.
3. That in the case of each of the above named corporations, the
laws of the state of its organization, if other than Massachusetts,
permit the merger herein described, and that all action required under
the laws of each such state in connection with this merger has been
duly taken.
*Delete the inapplicable words, !n case the parent corporation is
organized under the laws of a state other than Massachusetts, these
articles are to be signed by officers having corresponding powers and
duties.
4. That at a meeting of the directors of the parent corporation,
the following vote, pursuant to General Laws, Chapter 156B, Section 82,
Subsection (a) was duly adopted:
See page 4A
NOTE: VOTES, FOR WHICH THE SPACE PROVIDED ABOVE IT NOT SUFFICIENT, SHOULD BE
LISTED ON ADDITIONAL SHEETS TO BE NUMBERED 4A, 4B, ETC. ADDITIONAL SHEETS MUST
BE 8 1/2 X 11 AND HAVE A LEFT HAND MARGIN OF 1 INCH. ONLY ONE SIDE SHOULD BE
USED.
PAGE 4A
ACTION BY UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
HADCO CORPORATION
RESOLVED: that Hadco Corporation merge, and it hereby does merge, each
of the entities listed below into itself and assumes all of their
liabilities and obligations:
Hadco Phoenix, Inc. CCIR of Texas Corp.
CCIR of California Corp.
FURTHER RESOLVED: that each merger shall be effective upon filing with
the appropriate government offices.
FURTHER RESOLVED: that the proper officers of Hadco Corporation be and
they hereby are authorized and directed to make and execute Articles of
Merger setting forth a copy of these resolutions to merge each of the
above-listed entities and assume its liabilities and obligations, and
the date of adoption thereof, and to cause the same to be filed with
the Delaware Secretary of State and the Secretary of the Commonwealth
of Massachusetts and to do all acts and things whatsoever, whether
within or without the State of Delaware and the State of Massachusetts,
which may be necessary or proper to effect said merger.
DIRECTORS VOTING IN FAVOR DIRECTORS OPPOSED
OF ABOVE RESOLUTION TO ABOVE RESOLUTION
/s/ Randy Furr None
-------------------------------
Randy Furr
/s/ Rick Ackel
-------------------------------
Rick Ackel
5. The effective date of the merger shall be the date approved
and filed by the Secretary of the Commonwealth. If a later effective
date is desired, specify such date, which shall not be more than thirty
days after the date of filing:
1] As to Hadco Phoenix, Inc., the effective date of the merger shall
be September 28, 2001.
2] As to CCIR of Texas Corp., the effective date of the merger shall
be September 28, 2001.
3] As to CCIR of California Corp., the effective date of the merger
shall be September 28, 2001.
SECTION 6 BELOW MAY BE DELETED IF THE PARENT CORPORATION IS ORGANIZED
UNDER THE LAWS OF MASSACHUSETTS.
6. The parent corporation hereby agrees that it may be sued in
the Commonwealth of Massachusetts for any prior obligation of any
corporation organized under the laws of Massachusetts with which it has
merged, and any obligation hereafter incurred by the parent
corporation, including the obligation created by General Laws, Chapter
156B, Section 82, Subsection (e), so long as any liability remains
outstanding against the parent corporation in the Commonwealth of
Massachusetts, and it hereby irrevocably appoints the Secretary of the
Commonwealth as its agent to accept service of process in any action
for the enforcement of any such obligations, including taxes, in the
same manner as provided in Chapter 181.
SIGNED UNDER THE PENALTIES OF PERJURY, this 26 day of September, 2001,
/s/ Randy Furr Randy Furr , * President
-------------------------------------------------------
/s/ Rick Ackel Rick Ackel , * Clerk
-------------------------------------------------------
Delete the inapplicable words, In case the parent corporation is
organized under the laws of a state other than Massachusetts, these
articles are to be signed by officers having corresponding powers and
duties.