Exhibit 3.11
RESTATED CERTIFICATE OF INCORPORATION
OF
GILLETTE MACHINE & TOOL CO., INC.
UNDER
SECTION 807 OF THE BUSINESS CORPORATION LAW
The undersigned, being the President and the Secretary of Gillette
Machine & Tool Co., Inc. (the "Corporation"), pursuant to Section 807 of the
Business Corporation Law of the State of New York, do hereby restate, certify
and set forth:
(1) The name of the corporation is Gillette Machine & Tool Co., Inc.
(2) The certificate of incorporation of the Corporation was filed by
the Department of State on February 3, 1955, as amended by certificates of
amendment filed on each of January 22, 1982, August 22, 1988 and April 2, 1990
(as amended, the "Certificate of Incorporation").
(3) The Certificate of Incorporation is hereby further amended to
effect the following amendments authorized by the Business Corporation Law:
(a) Paragraph SECOND of the Certificate of Incorporation,
which sets forth the purposes of the Corporation, is deleted in its
entirety and replaced with the following:
The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be
organized under the Business Corporation Law of the
State of New York as from time to time amended. The
Corporation 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.
(b) Paragraph THIRD of the Certificate of Incorporation, which
sets forth the amount of capital of the Corporation, is deleted in its
entirety.
(c)(i) Paragraph FOURTH of the Certificate of Incorporation,
which sets forth the aggregate number of shares which the Corporation
shall have authority to issue, is deleted in its entirety and replaced
with the following:
(1) The aggregate number of shares which the
Corporation shall have authority to issue is 1000
shares of common stock, par value $.01 per share
("Common Stock"). Upon filing of the Restated
Certificate of Incorporation by the Department of
State of the State of New York, each share of Class A
Voting Common
Stock, par value $2.00 per share, of the Corporation
then issued and outstanding and each share of Class B
Non-Voting Common Stock, par value $2.00 per share,
of the Corporation then issued and outstanding, will
be changed into 1/37.5 shares of Common Stock, par
value $.01 per share, of the Corporation.
(2) The holders of Common Stock will vote as one
class on all actions for which shareholder approval
is required by law, this Certificate of Incorporation
or the By-laws of the Corporation, and each share of
Common Stock will have one vote.
(ii)(A) The capital structure of the Corporation prior to the
filing of the Restated Certificate of Incorporation by the Department
of State is as follows: (1) 5,000 authorized shares, par value $2.00
per share, of Class A Voting Common Stock, of which 375 shares are
issued and outstanding and 4,625 shares are unissued, and (2) 45,000
authorized shares, par value $2.00 per share, of Class B Non-Voting
Common Stock, of which 3,375 shares are issued and outstanding and
41,625 shares are unissued.
(B) The terms of the changes to be effected by the Restated
Certificate of Incorporation are as follows: (1) the elimination of the
division between Class A Voting Common Stock and Class B Non-Voting
Common Stock, which shall result in 50,000 authorized shares of Common
Stock; (2) the execution of a reverse share-split whereby each share of
Common Stock then issued and outstanding shall be changed into 1/37.5
shares of Common Stock, which shall result in an aggregate of 100
shares of Common Stock then issued and outstanding; (3) the reduction
of the aggregate number of authorized shares of Common Stock from
50,000 shares to 1,000 shares; and (4) the reduction of the par value
per share of Common Stock from $2.00 par value per share to $.01 par
value per share.
(C) Upon the filing of the Restated Certificate of
Incorporation by the Department of State, the Corporation shall have an
aggregate of 1,000 authorized shares, par value $.01 per share, of
Common Stock of the Corporation, of which 100 shares are issued and
outstanding and 900 shares are unissued.
(d) Paragraph SIXTH of the Certificate of Incorporation, which
sets forth a designation of the Secretary of State of the State of New
York as agent of the Corporation upon whom process against it may be
served and the post office address to which the Secretary of State
shall mail a copy of any process against the Corporation served upon
him or her as agent of the Corporation, is deleted in its entirety and
replaced with the following:
The Secretary of State of the State of New York is
designated as agent of the Corporation upon whom
process against it may be served. The Secretary of
State will mail notice of such process against the
Corporation to CT Corporation System, 111 Eighth
Avenue, New York, New York 10011.
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(e) Paragraph SEVENTH of the Certificate of Incorporation,
which sets forth the duration of the Corporation, is deleted in its
entirety.
(f) Paragraph EIGHTH of the Certificate of Incorporation,
which sets forth the number of directors of the Corporation, is deleted
in its entirety.
(g) Paragraph NINTH of the Certificate of Incorporation, which
sets forth the names and addresses of the initial directors of the
Corporation, is deleted in its entirety.
(h) Paragraph TENTH of the Certificate of Incorporation, which
sets forth the names and addresses of the initial subscribers of the
Corporation, is deleted in its entirety.
(i) Paragraph ELEVENTH of the Certificate of Incorporation,
which sets forth the age and residency of the initial subscribers of
the Corporation and the residency of the initial directors of the
Corporation, is deleted in its entirety.
(j) Paragraph TWELFTH of the Certificate of Incorporation,
which sets forth the quorum and voting requirements for meetings of
Shareholders of the Corporation, is deleted in its entirety.
(k) Paragraph THIRTEENTH of the Certificate of Incorporation,
which sets forth the quorum and voting requirements for meetings of the
Board of Directors of the Corporation, is deleted in its entirety.
(l) The Certificate of Incorporation is supplemented to add
the following as Paragraph SIXTH of the Certificate of Incorporation,
which sets forth the authorization for indemnification by the
Corporation:
The Corporation shall be authorized, to the fullest
extent permitted by Article 7 of the Business
Corporation Law of the State of New York, as the same
may be amended and supplemented, to indemnify any and
all persons whom it shall have power to indemnify
under said Article from and against any and all of
the expenses, liabilities, or other matters referred
to in or covered by said Article and, pursuant to
Section 726 of such Article 7, the Corporation shall
be authorized to purchase and maintain insurance to
so indemnify such persons. The indemnification
provided for herein shall not be deemed exclusive of
any other rights to which any officer or director may
be entitled under any By-Law, resolution of
shareholders, resolution of directors, agreement, or
otherwise, as permitted by said Article, as to action
in any capacity in which he or she served at the
request of the Corporation.
(m) The Certificate of Incorporation is supplemented to add
the following as Paragraph SEVENTH of the Certificate of Incorporation,
which eliminates the personal liability of the Directors of the
Corporation:
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The personal liability of the Directors of the
Corporation is hereby eliminated to the fullest
extent permitted by the provisions of Section 402 of
the Business Corporation Law, as the same may be
amended and supplemented.
(n) The Certificate of Incorporation is supplemented to add
the following as Paragraph EIGHTH of the Certificate of Incorporation,
which sets forth the procedures for amending the By-laws of the
Corporation:
In furtherance and not in limitation of the rights,
powers, privileges and discretionary authority
granted or conferred by the Business Corporation Law
of the State of New York as from time to time
amended, the Board of Directors of the Corporation is
expressly authorized to make, alter, amend or repeal
the By-laws of the Corporation, without any action on
the part of the shareholders of the Corporation, but
the shareholders may make additional Bylaws and may
alter, amend or repeal any By-law whether adopted by
them or otherwise. The Corporation may in its By-laws
confer powers upon its Board of Directors in addition
to the foregoing and in addition to the powers and
authority expressly conferred upon the Board of
Directors by applicable law.
(4) The text of the Certificate of Incorporation is hereby restated as
amended to read as herein set forth in full:
FIRST: The name of the corporation is Gillette Machine & Tool Co., Inc.
(the "Corporation").
SECOND: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the Business
Corporation Law of the State of New York as from time to time amended. The
Corporation 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.
THIRD: (1) The aggregate number of shares which the Corporation
shall have authority to issue is 1000 shares of common stock, par value $.01
per share ("Common Stock").
(2) The holders of Common Stock will vote as one class on all
actions for which shareholder approval is required by law, this Certificate
of Incorporation or the Bylaws of the Corporation, and each share of Common
Stock will have one vote.
FOURTH: The office of the Corporation is located in the County of
Monroe, State of New York.
FIFTH: The Secretary of State of the State of New York is designated as
agent of the Corporation upon whom process against it may be served. The
Secretary of State will mail notice of such process against the Corporation to
CT Corporation System, 111 Eighth Avenue, New York, New York 10011.
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SIXTH: The Corporation shall be authorized, to the fullest extent
permitted by Article 7 of the Business Corporation Law of the State of New York,
as the same may be amended and supplemented, to indemnify any and all persons
whom it shall have power to indemnify under said Article from and against any
and all of the expenses, liabilities, or other matters referred to in or covered
by said Article and, pursuant to Section 726 of such Article 7, the Corporation
shall be authorized to purchase and maintain insurance to so indemnify such
persons. The indemnification provided for herein shall not be deemed exclusive
of any other rights to which any officer or director may be entitled under any
By-Law, resolution of shareholders, resolution of directors, agreement, or
otherwise, as permitted by said Article, as to action in any capacity in which
he or she served at the request of the Corporation.
SEVENTH: The personal liability of the Directors of the Corporation is
hereby eliminated to the fullest extent permitted by the provisions of Section
402 of the Business Corporation Law, as the same may be amended and
supplemented.
EIGHTH: In furtherance and not in limitation of the rights, powers,
privileges and discretionary authority granted or conferred by the Business
Corporation Law of the State of New York as from time to time amended, the Board
of Directors of the Corporation is expressly authorized to make, alter, amend or
repeal the By-laws of the Corporation, without any action on the part of the
shareholders of the Corporation, but the shareholders may make additional Bylaws
and may alter, amend or repeal any By-law whether adopted by them or otherwise.
The Corporation may in its By-laws confer powers upon its Board of Directors in
addition to the foregoing and in addition to the powers and authority expressly
conferred upon the Board of Directors by applicable law.
(5) This amendment to and restatement of the Certificate of
Incorporation was authorized, pursuant to Sections 803(a), 708(b) and 615(a) of
the Business Corporation Law, by unanimous written consent of the Board of
Directors setting forth the action so taken signed by all the Directors,
followed by unanimous written consent setting forth the action so taken signed
by the holders of all outstanding shares entitled to vote thereon.
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IN WITNESS WHEREOF, the undersigned have executed, and subscribed this
certificate and do affirm the foregoing as true under penalty of perjury this
29TH day of October, 1999.
/s/ Darren J. Gillette
-------------------------------------
Darren J. Gillette
President
/s/ Ronald M. Miller
-------------------------------------
Ronald M. Miller
Vice President, Treasurer and Secretary
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