EXHIBIT 3.08
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
OF
CHOICE MICROSYSTEMS, INC.
We, Gregory L. Williams, President, and Daniel J. Heneghan, Secretary, of
Choice Microsystems, Inc., a corporation organized and existing under the laws
of the State of Kansas, and whose registered office is at c/o The Corporation
Company, Inc., 515 So. Kansas Avenue, in the city of Topeka, county of Shawnee,
66603, Kansas, do hereby certify that at the by Written Consent to Action of the
Directors on the 13th day of August, 1999, said board adopted a resolution
setting forth the following amendment to the Articles of Incorporation and
declaring its advisability:
RESOLVED, that subject to obtaining approval of the stockholders of the
Corporation, that the Certificate of Incorporation of this Corporation be
amended by changing the First Article thereof so that, as amended, said
Article shall be and read in its entirety as follows:
"First, The name of the Corporation is
CHOICE-INTERSIL MICROSYSTEMS, INC."
We further certify that thereafter, pursuant to said resolution, and in
accordance with the by-laws of the corporation and the laws of the State of
Kansas, the Board of Directors called a meeting of stockholders for
consideration of the proposed amendment, and thereafter, pursuant to notice and
in accordance with the statutes of the State of Kansas, on the 13th day of
August, 1999, said stockholders convened and considered the proposed amendment.
We further certify that at said meeting a majority of the stockholders
entitled to vote voted in favor of the proposed amendment, and that the votes
were 80,000 common (Written Consent of Sole Stockholder) shares in favor of the
proposed amendment and no shares against the amendment.
We further certify that the amendment was duly adopted in accordance with
the provisions of K.S.A. 17-6602, as amended.
IN WITNESS WHEREOF we have hereupon set our hands and affixed the
seal of said corporation this 5th day of October 1999.
By: /s/ Gregory L. Williams
---------------------------------
Gregory L. Williams, President
By: /s/ Daniel J. Heneghan
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Daniel J. Heneghan, Secretary
State of Florida
County of Brevard
Be it remembered that before me, a Notary Public in and for the aforesaid
county and state, personally appeared: Gregory L. Williams, President and Daniel
J. Heneghan, Secretary of Choice Microsystems, Inc., a corporation, who are
known to me to be the same persons who executed the foregoing Certificate of
Amendment to Articles of Incorporation, and duly acknowledged the execution of
the same this 5th day of October, 1999.
By: /s/ Shirley A. Kaufman
---------------------------------
Shirley A. Kaufman, Notary Public
My appointment or commission expires April 12th, 2003.
ARTICLES OF INCORPORATION
OF
CHOICE Technology, Inc.
The undersigned natural person of full age, for the purpose of forming a
corporation under Kansas Statutes, Chapter 17, Article 60 as amended, hereby
adopts the following Articles of Incorporation:
ARTICLE FIRST
Name. The name of the corporation shall be
CHOICE Technology, Inc.
ARTICLE SECOND
Registered Office. The address of the corporation's registered office is:
6800 College Boulevard, Suite 610
Overland Park, Johnson County, Kansas 66211
The name of the corporation's registered agent at such address is Norma
Dowd.
ARTICLE THIRD
Purpose. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the Kansas General
Corporation Code.
ARTICLE FOURTH
Existence. The corporate existence shall be perpetual.
ARTICLE FIFTH
Incorporator. The name and post office address of the incorporator is
Bernard P. Friel
First National Bank Building, Suite 2200
322 Minnesota Street
St. Paul, Minnesota 55101
ARTICLE SIXTH
Board of Directors. The affairs of the corporation shall be managed by a
Board of Directors consisting of one or more members who need not be residents
of the State of Kansas all as from time to time provided in the Bylaws. The
first Board of Directors shall be elected by the incorporator following the
filing with the Secretary of State of Kansas of these Articles of Incorporation.
The directors need not be elected by written ballot unless required by the
By1aws of the corporation.
ARTICLE SEVENTH
Amendment of Bylaws. In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized to make,
alter or repeal the by-laws of the corporation.
ARTICLE EIGHTH
Amendment of Articles. The corporation reserves the right to amend, alter,
change or repeal any provision contained in these articles of incorporation, in
the manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
ARTICLE NINTH
Capital Stock. The total number of shares of stock that this corporation
shall be authorized to issue is 100,000 shares of common stock without par
value. The holders of common stock shall be entitled to one vote for each share
held by them with respect to each matter for which shareholders have the right
to vote. Cumulative voting is not permitted. Except as may otherwise be provided
by statute the exclusive voting power for all voting purposes shall be vested in
the holders of the common stock of the corporation.
ARTICLE TENTH
Director's Liability. A director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) liability under the provisions
of K.S.A.17-6424 and amendments thereto; or (iv) for any transaction from which
the director derived an improper personal benefit. If the Kansas General
Corporation Code is amended after the filing of the Articles of Incorporation of
which the article is a part to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the corporation shall be eliminated or limited to the fullest extent
permitted by the Kansas General Corporation Code, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders
of the corporation shall not adversely affect any right or protection of a
director of the corporation existing at the time of such repeal or modification.
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IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 5th day
of January, 1998
/s/ Bernard P. Friel
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Bernard P. Friel
Incorporator
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CERTIFICATE OF AMENDMENT OF
THE ARTICLES OF INCORPORATION OF
CHOICE TECHNOLOGY, INC.
We, Richard C. Hawk and Alden K. Shields, respectively the Chairman and
Secretary of Choice Technology, Inc., a corporation organized under the laws of
the State of Kansas (the "Corporation") do hereby certify that the Board of
Directors of said Corporation did on the 3rd day of February, 1998, duly adopt a
resolution proposing an amendment to Article First of the Articles of
Incorporation of said Corporation and a declaration of advisability with respect
thereto, and did then cause said resolution and proposed amendment to be
submitted to the sole stockholder of the Corporation and the sole stockholder of
said Corporation did by consent action effective on the 3rd day of February,
1998, adopt a resolution amending Article First of the Articles of Incorporation
of said Corporation so that said Article First provides in its entirety as
follows:
"Name, The name of the Corporation shall be Choice Microsystems, Inc."
We further certify that said Amendment was duly adopted in accordance with
K.S.A. 17-6602.
The Secretary of the Corporation is authorized to cause this Certificate
of Amendment to be filed and recorded as required by the laws of the State of
Kansas.
IN WITNESS WHEREOF, we have set out hands, the Corporation having no seal,
this 3rd day of February, 1998.
/s/ Richard C. Hawk
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Richard C. Hawk, Chairman
/s/ Alden K. Shields
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Alden K. Shields, Secretary
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