EXHIBIT 3.11
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
MOREL INDUSTRIES, INC.
ARTICLE I
Name
The name of this Corporation is Morel Industries, Inc. (the "Corporation").
ARTICLE II
Capital Stock
The total number of shares which the Corporation is authorized to issue is
one million (1,000,000) shares of Common Stock, having a par value of $.01 per
share, which shall be the only class of shares of the Corporation.
ARTICLE III
No Preemptive Rights
Except as may otherwise be provided by the Board of Directors, no holder of
any shares of the Corporation shall have any preemptive right to purchase,
subscribe for or otherwise acquire any securities of the Corporation of any
class or kind now or hereafter authorized.
ARTICLE IV
Number of Directors
The Corporation shall have at least one director, the actual number to be
prescribed in the Bylaws.
ARTICLE V
No Cumulative Voting
There shall be no cumulative voting of shares in the Corporation.
ARTICLE VI
Shareholder Voting on Significant Corporate Action
Any corporate action for which the Washington Business Corporation Act, as
then in effect, would otherwise require approval by either a two-thirds vote of
the shareholders of the Corporation or by a two-thirds vote of one or more
voting groups shall be deemed approved by the shareholders or the respective
voting group if it is approved by the affirmative vote of the holders of a
majority of shares entitled to vote or, if approval by voting groups is
required, by the holders of a majority of shares within each voting group
entitled to vote separately. Notwithstanding this Article, effect shall be given
to any other provision of these Articles that specifically requires a greater
vote for approval of any particular corporate action.
ARTICLE VII
Limitation on Director Liability
To the fullest extent permitted by Washington law and subject to the Bylaws
of the Corporation, a director of the Corporation shall not be liable to the
Corporation or its shareholders for monetary damages for his or her conduct as a
director. Any amendment to or repeal of this Article shall not adversely affect
any right of a director of the Corporation hereunder with respect to any acts or
omissions of the director occurring prior to amendment or repeal.
ARTICLE VIII
Indemnification of Directors
To the fullest extent permitted by its Bylaws and Washington law, the
Corporation is authorized to indemnify any of its directors. The Board of
Directors shall be entitled to determine the terms of indemnification, including
advance of expenses, and to give effect thereto through the adoption of Bylaws,
approval of agreements, or by any other manner approved by the Board of
Directors. Any amendment to or repeal of this Article shall not adversely affect
any right of an individual with respect to any right to indemnification arising
prior to such amendment or repeal.
ARTICLE IX
Registered Office and Registered Agent
A. The registered agent of the Corporation in the State of Washington is
JGB Service Corporation.
B. The street address of the registered office of the Corporation in the
State of Washington is 600 University Street, Suite 3600, Seattle, Washington
98101.
CONSENT TO APPOINTMENT AS REGISTERED AGENT
The undersigned hereby consents to serve as registered agent for Morel
Industries, Inc., in the State of Washington.
DATED as of December 1, 1995.
JGB Service Corporation
/s/ LUCIE P. ROBITAILLE
-----------------------------------------
Lucie P. Robitaille
Assistant Secretary
600 University Street, Suite 3600
Seattle, Washington 98101
ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
MOREL INDUSTRIES, INC.
Articles of Amendment of the Articles of Incorporation of Morel Industries,
Inc., a Washington corporation, are herein executed by said corporation,
pursuant to the provisions of RCW 23B.01.200 and RCW 23B.10.060, as follows:
1. The name of the corporation is Morel Industries, Inc.
2. The amendment to the Articles of Incorporation of this corporation
deletes the language of Article I in its entirety and replaces such Article with
the following language:
ARTICLE I
Name
The name of this corporation is Aeromet America, Inc. (the "Corporation").
3. No exchange, reclassification or cancellation of issued shares shall be
effected by this amendment.
4. The date of the adoption of said amendment by the Board of Directors of
said corporation was September 11, 1998.
5. The amendment to the Articles of Incorporation was duly approved by the
Board of Directors in accordance with the provisions of RCW 23B.10.020, and
shareholder action was not required.
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment in an official and authorized capacity under penalty of perjury this
11th day of September, 1998.
MOREL INDUSTRIES, INC.
By: /s/ SHERYL A. SYMONDS
-------------------------------------
Sheryl A. Symonds
Its Secretary