EXHIBIT 3.33
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Examiner Name Approved
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M [X] P.C.
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The Commonwealth of Massachusetts
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASS 02108
ARTICLES OF ORGANIZATION
(Under G.L., Ch. 156B)
Incorporators
NAME POST OFFICE ADDRESS
Include given name in full in case of natural persons; in case of a corporation
give state of incorporation.
Kevin M. Carome c/o Ropes & Gray
225 Franklin Street
Boston, Massachusetts 02110
The above-named incorporator(s) do hereby associate (themselves) with
the intention of forming a corporation under the provisions of General Laws,
Chapter 156B and hereby state(s):
1. The name by which the corporation shall be known is:
Electronic Interconnect Systems, Inc.
2. The purpose for which the corporation is formed is as follows:
(a) To engage in the business of manufacturing, marketing and
distributing electrical and electronic wire and wiring devices.
(b) To carry on any manufacturing, mercantile, selling, management,
service or other business, operation or activity which may be
lawfully carried on by a corporation organized under the
Business Corporation Law of The Commonwealth of Massachusetts,
whether or not related to those referred to in the foregoing
paragraph.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 X 11 sheets of
paper leaving a left hand margin of at least 1 inch for binding. Additions to
more than one article may be continued on a single sheet so long as each article
requiring each such addition is clearly indicated.
3. The total number of shares and the par value if any, of each class
of stock within the corporation is authorized as follows
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WITHOUT PAR VALUE WITH PAR VALUE
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CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR AMOUNT
VAL.
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Preferred $
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Common 300,000 $1.00 300,000
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*4. If more than one class is authorized, a description of each of the
different classes of stock with, if any, the preferences, voting
powers, qualifications, special or relative rights or privileges as
to each class thereof and any series now established:
None.
*5. The restrictions, if any, imposed by the Articles of Organization
upon the transfer of shares of stock of any class are as follows:
None.
*6. Other lawful provisions, if any, for the conduct and regulation of
business and affairs of the corporation, for its voluntary
dissolution or for omitting, defining, or regulating the powers of
the corporation, or of its directors or stockholders, or of any
class of stockholders:
See attached pages 6A, 6B, 6C and 6D attached hereto and
incorporated herein by reference.
*If there are no provisions state "None"
Article 6
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Other Lawful Provisions
(a) The corporation may carry on any business, operation or activity
referred to in Article 2 to the same extent as might an individual, whether as
principal, agent, contractor or otherwise, and either alone or in conjunction or
a joint venture or other arrangement with any corporation, association, trust,
firm or individual.
(b) The corporation may carry on any business, operation or activity
through a wholly or partly owned subsidiary.
(c) The corporation may be a partner in any business enterprise which
it would have power to conduct by itself.
(d) The directors may make, amend or repeal the bylaws in whole or in
part, except with respect to any provision thereof which by law or the bylaws
requires action by the stockholders.
(e) Meetings of the stockholders may be held anywhere in the United
States.
(f) No stockholder shall have any right to examine any property or any
books, accounts or other writings of the corporation if there is reasonable
ground for belief that such examination will for any reason be adverse to the
interests of the corporation, and a vote of the directors refusing permission to
make such examination and setting forth that in the opinion of the directors
such examination would be adverse to the interests of the corporation shall be
prima facie evidence that such examination would be adverse to the interests of
the corporation. Every such examination shall be subject to such reasonable
regulations as the directors may establish in regard thereto.
(g) The directors may specify the manner in which the accounts of the
corporation shall be kept and may determine what constitutes net earnings,
profits and surplus, what amounts, if any, shall be reserved for any corporate
purpose, and what amounts, if any, shall be declared as dividends. Unless the
board of directors otherwise specifies, the excess of the consideration for any
share of its capital stock with par value issued by it over such par value shall
be paid-in surplus. The board of directors may allocate to capital stock less
than all of the consideration for any share of its capital stock without par
value issued by it, in which case the balance of such consideration shall be
paid-in surplus. All surplus shall be available for any corporate purpose,
including the payment of dividends.
6-A
(h) The purchase or other acquisition or retention by the corporation
of shares of its own capital stock shall not be deemed a reduction of its
capital stock. Upon any reduction of capital or capital stock, no stockholder
shall have any right to demand any distribution from the corporation, except as
and to the extent that the stockholders shall have provided at the time of
authorizing such reduction.
(i) The directors shall have the power to fix from time to time their
compensation. No person shall be disqualified from holding any office by reason
of any interest. In the absence of fraud, any director, officer or stockholder
of this corporation individually, or any individual having any interest in any
concern which is a stockholder of this corporation, or any concern in which any
of such directors, officers, stockholders or individuals has any interest, may
be a party to, or may be pecuniarily or otherwise interested in, any contract,
transaction or other act of this corporation, and
(1) such contract, transaction or act shall not be in any way
invalidated or otherwise affected by that fact;
(2) no such director, officer, stockholder or individual shall be
liable to account to this corporation for any profit or benefit
realized through any such contract, transaction or act; and
(3) any such director of this corporation may be counted in
determining the existence of a quorum at any meeting of the
directors or of any committee thereof which shall authorize any
such contract, transaction or act, and may vote to authorize the
same;
provided, however, that any contract, transaction or act in which any director
or officer of this corporation is so interested individually or as a director,
officer, trustee or member of any concern which is not a subsidiary or affiliate
of this corporation, or in which any directors or officers are so interested as
holders, collectively, of a majority of shares of capital stock or other
beneficial interest at the time outstanding in any concern which is not a
subsidiary or affiliate of this corporation, shall be duly authorized or
ratified by a majority of the directors who are not so interested, to whom the
nature of such interest has been disclosed and who have made any findings
required by law;
6-B
the term "interest" including personal interest and interest as a
director, officer, stockholder, shareholder, trustee, member or
beneficiary of any concern;
the term "concern" meaning any corporation, association, trust,
partnership, firm, person or other entity other than this corporation;
and
the phrase "subsidiary or affiliate" meaning a concern in which a
majority of the directors, trustees, partners or controlling persons is
elected or appointed by the directors of this corporation, or is
constituted of the directors or officers of this corporation.
To the extent permitted by law, the authorizing or ratifying vote of the holders
of a majority of the shares of each class of the capital stock of this
corporation outstanding and entitled to vote for directors at any annual meeting
or a special meeting duly called for the purpose (whether such vote is passed
before or after judgment rendered in a suit with respect to such contract,
transaction or act) shall validate any contract, transaction or act of this
corporation, or of the board of directors or any committee thereof, with regard
to all stockholders of this corporation, whether or not of record at the time of
such vote, and with regard to all creditors and other claimants under this
corporation; provided, however, that
A. with respect to the authorization or ratification of contracts,
transactions or acts in which any of the directors, officers or
stockholders of this corporation have an interest, the nature of
such contracts, transactions or acts and the interest of any
director, officer or stockholder therein shall be summarized in
the notice of any such annual or special meeting, or in a
statement or letter accompanying such notice, and shall be fully
disclosed at any such meeting;
B. the stockholders so voting shall have made any findings required
by law;
C. stockholders so interested may vote at any such meeting except to
the extent otherwise provided by law; and
D. any failure of the stockholders to authorize or ratify such
contract, transaction or act shall not be deemed in any way to
invalidate the same or to deprive this corporation, its
directors, officers
6-C
or employees of its or their right to proceed with such contract,
transaction or act.
No contract, transaction or act shall be avoided by reason of any provision of
this paragraph (i) which should be valid but for such provision or provisions.
(j) The corporation shall have all powers granted to corporations by
the laws of The Commonwealth of Massachusetts, provided that no such power shall
include any activity inconsistent with the Business Corporation Law or the
general laws of said Commonwealth.
6-D
7 By-laws of the corporation have been duly adopted and the initial
directors, president, treasurer and clerk, whose names are set out
below, have been duly elected.
8 The effective date of organization of the corporation shall be the
date of filing with the Secretary of the Commonwealth or if later
date is desired, specify date, (not more than 10 days after the
date of filing.)
9 The following information shall not for any purpose be treated as
a permanent part of the Articles of Organization of the
corporation.
a. The post office address of the initial principal office of the
corporation of Massachusetts is:
c/o C.T. Corporation System
2 Oliver Street
Boston, Massachusetts 02109
b. The name, residence, and post office address of each of the
initial directors and following officers of the corporation are
as follows:
NAME RESIDENCE POST OFFICE ADDRESS
President: Fred G. Berlet 35 Parkwood Drive
Tillsonburg, Ontario N4G287 same
Treasurer: Louis O'Brien 68 Parkwood Drive
Tillsonburg, Ontario N4G2C2 same
Clerk: Kathryn A. Cronin 1078 Avenue Road
Toronto, Ontario M5N2C9 same
Director: James D. Fleck 20 Wilket Road
Willowdale, Ontario M2LIN6 same
c. The date initially adopted on which the corporation's fiscal
year ends is:
January 31 of each year.
d. The date initially fixed in the by-laws for the annual meeting
of stockholders of the corporation is:
Third Monday in April of each year.
e. The name and business address or the resident agent, if any, of
the corporation is:
C.T. Corporation System
2 Oliver Street
Boston, Massachusetts 02109
IN WITNESS WHEREOF and under the penalties of perjury the INCORPORATOR(S)
sign(s) these Articles of Organization this 27th day of March 1984.
KEVIN M. CAROME
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Kevin M. Carome, sole incorporator
The signature of each incorporator which is not a natural person must be an
individual who shall show the capacity in which he acts and by signing shall
represent under the penalties of prejury that he is duly authorized on its
behalf to sign these Articles of Organization.
[STAMP ILLEGIBLE]
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 12
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I hereby certify that, upon an examination of the within-written
articles of organization, duly submitted to me, it appears that the provisions
of the General Laws relative to the organization of corporations have been
complied with, and I hereby approve said articles; and the filing fee in the
amount of $150.00 having been paid, said articles are deemed to have been filed
with me this 28th day of March 1984.
Effective date
MICHAEL JOSEPH CONNOLLY
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MICHAEL JOSEPH CONNOLLY
Secretary of State
PHOTO COPY OF ARTICLES OF ORGANIZATION TO BE SENT
TO BE FILLED IN BY CORPORATION
TO:
Kevin M. Carome
c/o Ropes & Gray
225 Franklin Street
Boston, Massachusetts 02110
Telephone: (617) 423-6100
FILING FEE 1/20 of 1% of the total amount of the authorized capital stock with
par value, and one cent a share for all authorized shares without par value, but
not less than $125. General Laws, Chapter 156B Shares of stock with a par value
less than one dollar shall be deemed to have par value of one dollar per share.
A TRUE COPY ATTEST
WILLIAM FRANCIS GALVIN
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WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
Date 11/16/99 Clerk [illegible]
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