Exhibit 3.12
CERTIFICATE OF INCORPORATION
OF
INTERIOR FABRIC DESIGN INC.
Under Section 402 of the Business Corporation Law
The undersigned, being a natural person of at least 18 years of age and
acting as the incorporator of the corporation hereby being formed under the
Business Corporation Law, certifies that:
FIRST: The name of the corporation is INTERIOR FABRIC DESIGN INC.
SECOND: The corporation is formed for the following purpose or purposes:
To originate, create, prepare, buy, sell, import, export, furnish,
produce, print, apply, reproduce, promote, license the use of as licensor
and licensee, lease as lessor and lessee, distribute, enter into,
negotiate, execute, acquire, and assign contracts in respect of, acquire,
receive, grant and assign licensing arrangements, options, franchises, and
other rights in respect of, and generally deal in and with, at wholesale
and retail, and as principal, agent, broker, contractor, advisor,
consultant, sales or other representative, or in any other lawful
capacity, designs, drawings, sketches, patterns, prints, creations,
devices, and equipment of all kinds used or useful in connection with
textiles and other products.
To create, establish, build up and maintain a public relations,
selling or purchasing organization for the promotion, sale, advertisement,
distribution or introduction of any and all manufactured products,
merchandise, personal property and subjects of trade or commerce of every
kind and nature, or any rights or interests therein and thereto, and to
manufacture, handle on commission or otherwise deal in contract for or
otherwise acquire, advertise, promote, introduce, distribute, buy, sell or
otherwise dispose of, for itself or for any other or others, any of the
aforesaid.
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To carry on a general mercantile, industrial, investing, and trading
business in all its branches, to devise, invent, manufacture, fabricate,
assemble, install, service, maintain, alter, buy, sell, import, export,
license as licensor or licensee, lease as lessor or lessee, distribute,
job, enter into, negotiate, execute, acquire, and assign contracts in
respect of, acquire, receive, grant, and assign licensing arrangements,
options, franchises, and other rights in respect of, and generally deal in
and with, at wholesale and retail, as principal, and as sales, business,
special, or general agent, representative, broker, factor, merchant,
distributor, jobber, advisor, and in any other lawful capacity, goods,
wares, merchandise, commodities, and unimproved, improved, finished,
processed, and other real, personal, and mixed property of any and all
kinds, together with the components, resultants, and by-products thereof;
to acquire by purchase or otherwise own, hold, lease, mortgage, sell, or
otherwise dispose of, erect, construct, make, alter, enlarge, improve, and
to aid or subscribe toward the construction, acquisition or improvement of
any factories, shops, storehouses, buildings, and commercial and retail
establishments of every character, including all equipment, fixtures,
machinery, implements and supplies necessary, or incidental to, or
connected with, any of the purposes or business of the corporation; and
generally to perform any and all acts connected therewith or arising
therefrom or incidental thereto, and all acts proper or necessary for the
purpose of the business. To engage generally in the real estate business
as principal, agent, broker, and in any lawful capacity, and generally to
take, lease, purchase, or otherwise acquire, and to own, use, hold, sell,
convey, exchange, lease, mortgage, work, clear, improve, develop, divide,
and otherwise handle, manage, operate, deal in and dispose of real estate,
real property, lands, multiple-dwelling structures, houses, buildings, and
other works, and any interest or right therein; to take, lease, purchase
or otherwise acquire and to own, use, hold, sell, convey, exchange, hire,
lease, pledge, mortgage, and otherwise handle, and deal in and dispose of,
as principal, agent, broker, and in any lawful capacity,
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such personal property, chattels, chattels real, rights, easements,
privileges, choses in action, notes, bonds, mortgages, and securities as
may lawfully be acquire, held, or disposed of, and to acquire, purchase,
sell, assign, transfer, dispose of, and generally deal in and with, as
principal, agent, broker, and in any lawful capacity, mortgages, and other
interests in real, personal, and mixed properties; to carry on a general
construction, contracting, building, and realty management business as
principal, agent, representative, contractor, subcontractor, and in any
other lawful capacity.
To apply for, register, obtain, purchase, lease, take licenses in
respect of or otherwise acquire, and to hold, own, use, operate, develop,
enjoy, turn to account, grant licenses and immunities in respect of,
manufacture under and to introduce, sell, assign, mortgage, pledge or
otherwise dispose of, and, in any manner deal with and contract with
reference to:
(a) inventions, devices, formulas, processes, and any
improvements and modifications thereof;
(b) letters patent, patent rights, patented processes, copy-
rights, designs, and similar rights, trade-marks, trade symbols and
other indications of origin and ownership granted by or recognized
under the laws of the United States of America or of any state or
subdivision thereof, or of any foreign country or subdivision,
thereof, and all rights connected therewith or appertaining
thereunto;
(c) franchises, licenses, grants and concessions.
To have, in furtherance of the corporate purposes, all of the powers
conferred upon corporations organized under the Business Corporation Law
subject to any limitations thereof contained in this certificate of
incorporation or in the laws of the State of New York.
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THIRD: The office of the corporation is to be located in the City of New
York, County of New York, State of New York.
FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is 200 shares of Common Stock, all of which are without par
value, and all of which are of the same class.
FIFTH: The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served. The post
office address without the State of New York to which the Secretary of State
shall mail a copy of any process against the corporation served upon him is: c/o
Robert J. Weissman, 25 Wells Avenue, Newton Centre, Massachusetts 02139.
SIXTH: The duration of the corporation is to be perpetual.
SEVENTH: Any action required or permitted to be taken by the Board of
Directors of the corporation or of any committee thereof may be taken without a
meeting if all members of the Board of Directors or of any committee thereof
consent in writing to the adoption of a resolution authorizing the action.
Any one or more members of the Board of Directors of the corporation or of
any committee thereof may participate in a meeting of said Board or of any such
committee by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the same
time.
EIGHTH: Except as may otherwise be specifically provided in this
certificate of incorporation, no provision of this certificate of incorporation
is intended by the corporation to be construed as limiting, prohibiting,
denying, or abrogating any of the general or specific powers or rights conferred
under the Business Corporation Law upon the corporation, upon its shareholders,
bondholders, and security holders and upon its directors, officers, and other
corporate personnel, including, in particular, the power of the corporation to
furnish indemnification to directors and officers in the capacities defined and
prescribed by the Business Corporation Law and the defined and prescribed rights
of said persons to indemnification as the same are conferred by the Business
Corporation Law.
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NINTH: The accounting period which the corporation intends to establish as
its first calendar or fiscal year for reporting the Franchise Tax on business
corporations imposed by Article 9-A of the Tax Law of the State of New York is
as follows: The period January 1 to December 31.
Signed on March 9, 1976.
/s/ Mark A. Leahy
---------------------
Mark A. Leahy, Incorporator
84 State Street
Boston, MA 02109
Commonwealth of Massachusetts )
) SS.:
County of Suffolk )
On the date hereinafter set forth, before me came Mark A. Leahy, to me
known to be the individual who is described in, and who signed the foregoing
certificate of incorporation, and he acknowledged to me that he signed the same.
Signed on March 9, 1976.
/s/ Marie F. Di Battista
-------------------
Notary Public
My Commission Expires
3/6/81
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CERTIFICATE OF RESERVATION P-H
1621
STATE OF NEW YORK DEPARTMENT OF STATE
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I DO HEREBY CERTIFY TO THE
RESERVATION OF NAME
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(corporation of name) ON (date filed)
OF
INTERIOR FABRIC DESIGN INC. March 9, 1976
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TO BE FILMED AS MICROFILM FRAME NUMBER
298844-1
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THE ABOVE CORPORATE NAME HAS BEEN RESERVED FOR A PERIOD OF
SIXTY DAYS FROM THE ABOVE DATE FOR THE USE OF
Mintz Levin Cohn Glovsky & Poppeo
FOR
Secretary of State
Creation of a domestic corporation
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NAME Mintz Levin Cohn Glovsky & Poppeo
AND 1 Center Plaza
ADDRESS Boston, Mass.
OF
FILER
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X CHK. [ ] M.O. [ ] CASH $10.00
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$10.00 CERTIFICATE TOTAL $10.00
REFUND OF $ TO FOLLOW
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CERTIFICATE OF RESERVATION MUST ACCOMPANY CERTIFICATE OF INCORPORATION
OR APPLICATION OF AUTHORITY WHEN PRESENTED FOR FILING.
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Certificate of Amendment of the Certificate of Incorporation
of
INTERIOR FABRIC DESIGN, INC.
Under Section 805 of the Business Corporation Law
It is hereby certified that:
FIRST: The name of the corporation is Interior Fabric Design, Inc.
SECOND: The certificate of incorporation of the corporation was filed by
the Department of State on March 16, 1976.
THIRD: The amendment of the certificate of incorporation of the
corporation effected by this certificate of amendment is as follows:
to change the name of the corporation.
FOURTH: To accomplish the foregoing amendment, Article First of the
certificate of incorporation of the corporation, relating to the name of the
corporation, is hereby amended to read as follows:
The name of the corporation is Ametex Interior Fabric Design, Inc.
FIFTH: The foregoing amendment of the certificate of incorporation of the
corporation was authorized by the unanimous written consent of the holders of
all of the outstanding shares of the corporation entitled to vote on the said
amendment of the certificate of incorporation.
IN WITNESS WHEREOF, we have subscribed this document on the date set forth
below and do hereby affirm, under the penalties of perjury, that the statements
contained therein have been examined by us and are true and correct.
Date: December 22, 1980.
/s/ Richard G. Mintz
--------------------------
Richard G. Mintz, Vice President
/s/ B. Minde Kornfeld
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B. Minde Kornfeld, Assistant Secretary
CERTIFICATE OF MERGER
OF
MASCO INTERIOR FABRIC DESIGN, INC.
INTO
AMETEX INTERIOR FABRIC DESIGN, INC.
UNDER
SECTION 904 OF THE NEW YORK BUSINESS CORPORATION LAW
We, the undersigned, Allen S. Wyett and Richard C. Endruschat, being
respectively the President and Secretary of Ametex Interior Fabric Design, Inc.,
(formerly operated as Interior Fabric Design; Inc.), a New York corporation, a
corporation organized and existing under and by virtue of the Business
Corporation Law of the State of New York (the "Act"), and Wayne B. Lyon and
Gerald Bright, being respectively the President and Secretary of Masco Interior
Fabric Design, Inc., a corporation organized and existing under and by virtue of
the Act, hereby certify that:
FIRST: The name and state of incorporation of each of the constituent
corporations are as follows
Number Class
State of of Shares (All
Name Incorporation Outstanding Voting)
- ---- ------------- ----------- -------
Ametex Interior New York 200 Common Stock
Fabric Design, Inc.
("Ametex")
Masco Interior New York 1,000 Common Stock
Fabric Design, Inc.
("Masco Interior
Fabrics")
SECOND: Ametex, Masco Interior Fabrics and Masco Corporation, a Delaware
corporation, are parties to an Agreement and Plan and Reorganization dated as of
April 15, 1988 (the "Agreement"), which provides for the merger of Masco
Interior Fabrics with and into Ametex (the "Merger"), has been approved,
adopted, certified, executed and acknowledged by each of Masco Interior Fabrics
and Ametex in accordance with Sections 902 and 903 of the Act.
THIRD: The Plan of Merger was authorized by the unanimous vote of the
respective Boards of Directors and stockholders of Ametex and Masco Interior
Fabrics.
FOURTH: The name of the surviving corporation of the Merger is "Ametex
Interior Fabric Design, Inc." and the certificate of incorporation of Ametex
shall be the certificate of Incorporation of the Surviving Company.
FIFTH: The certificate of incorporation of Ametex was originally filed
with the Department of State of the State of New York on March 16, 1976.
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Certificate of Amendment of the Certificate of Incorporation of
Ametex Interior Fabric Design, Inc.
under Section 805 of the Business Corporation Law
IT IS HEREBY CERTIFIED THAT:
(1) The name of the corporation is Ametex Interior Fabric Design, Inc.
(2) The certificate of incorporation was filed by the department of
state on the 16th day of March 1976. The original name of the
corporation was Interior Fabric Design, Inc.
(3) The certificate of incorporation of this corporation is hereby
amended to effect the following change*. This Amendment is to change
the name of the Corporation. The name of the Corporation is Interior
Fabric Design, Inc.
(4) The amendment to the certificate of incorporation was authorized:
first, by unanimous written consent of all the directors.
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IN WITNESS WHEREOF, this certificate has been subscribed this 20th day of
October, 1988, by the undersigned who affirm (s) that the statements made herein
are true under the penalties of perjury.
Type name Capacity in which signed Signature
- --------- ------------------------ ---------
Wayne B. Lyon President /s/ Wayne B. Lyon
Gerald Bright Vice President/Sec. /s/ Gerald Bright
Richard G. Mosteller Vice President/Treas. /s/ Richard G. Mosteller
Certificate of Amendment of the Certificate of Incorporation of
Ametex Interior Fabric Design, Inc.
under Section 805 of the Business Corporation Law
Filed By: Margaret M. Feher
Legal Assistant
Address: Masco Corporation
21001 Van Born Rd.
Taylor, MI 48180
SIXTH: The certificate of incorporation of Masco Interior Fabrics was
filed with the Department of State of the State of New York on April 21, 1988.
IN WITNESS WHEREOF, we have signed this certificate on the 27th day of
May, 1988 and we affirm the statements contained therein as true under penalties
of perjury.
AMETEX INTERIOR FABRIC DESIGN,
INC.
By /s/ Allen S. Wyett
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Allen S. Wyett
President
/s/ Richard C. Endruschat
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Richard C. Endruschat
Secretary
MASCO INTERIOR FABRIC DESIGN,
INC.
By /s/ Wayne B. Lyon
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Wayne B. Lyon
President
/s/ Gerald Bright
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Gerald Bright
Secretary
CERTIFICATE OF CHANGE
OF
INTERIOR FABRIC DESIGN, INC.
UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW
WE, THE UNDERSIGNED, Richard G. Mosteller and Gerald Bright being
respectively the Vice-President and the Secretary of
INTERIOR FABRIC DESIGN, INC. hereby certify:
1. The name of the corporation is INTERIOR FABRIC DESIGN, INC. It was
incorporated under the name INTERIOR FABRIC DESIGN INC.
2. The Certificate of Incorporation of said corporation was filed by the
Department of State on March 16, 1976.
3. The following was authorized by the Board of Directors:
To change the post office address to which the Secretary of State
shall mail a copy of process in any action or proceeding against the
corporation which may be served on him from Robert J. Weissman, 25 Wells
Avenue, Newton Centre, Massachusetts 02139 to C T CORPORATION SYSTEM, 1633
Broadway, New York, New York 10019.
To designate C T CORPORATION SYSTEM, 1633 Broadway, New York, New
York 10019 as its registered agent in New York upon whom all process
against the corporation may be served.
IN WITNESS WHEREOF, we have signed this certificate on the 4th day of
November, 1988 and we affirm the statements contained therein as true under
penalties of perjury.
/s/ Richard G. Mosteller
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Richard G. Mosteller, Vice President
/s/ Gerald Bright
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Gerald Bright, Secretary
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