Exhibit 3.27
(STAMP)
(STATE OF DELAWARE LOGO)
OFFICE OF SECRETARY OF STATE
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I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF NEW DYNEER CORPORATION FILED IN THIS OFFICE ON THE
TWENTY-FOURTH DAY OF JUNE, A.D. 1986, AT 10 O'CLOCK A.M.
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(SEAL)
726175031 /s/ Michael Harkins
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Michael Harkins, Secretary of State
AUTHENTICATION: |0863744
DATE: 06/24/1986
726175031
(STAMP)
CERTIFICATE OF INCORPORATION
OF
NEW DYNEER CORPORATION
1. The name of the corporation is New Dyneer Corporation.
2. The address of its registered office in the State of Delaware is
c/o the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted
is:
To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.
4. The aggregate number of shares which the corporation shall have
authority to issue is One Thousand (1,000) and the par value of each of such
shares is One Dollar ($1.00), amounting in the aggregate to One Thousand Dollars
($1,000.00).
5. The name and mailing address of the incorporator are as follows:
Name Mailing Address
- ---- ---------------
Craig L. Godshall 3400 Centre Square West
1500 Market Street
Philadelphia, PA 19102
6. The corporation is to have perpetual existence.
7. The board of directors of the corporation shall have the authority
to make, alter, amend or repeal the bylaws of the corporation.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts stated herein are true, and
accordingly have hereunto set my hand this 23rd day of June, 1986.
(STAMP)
/s/ Craig L. Godshall
----------------------------------------
Incorporator
(STAMP)
14190 (STATE OF DELAWARE LOGO)
OFFICE OF SECRETARY OF STATE
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I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELANARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF NEW DYNEER CORPORATION FILED IN THIS OFFICE ON THE TWELFTH DAY OF AUGUST,
A.D. 1986, AT 10 O'CLOCK A.M.
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(SEAL) /s/ Michael Harkins
-----------------------------------------
Michael Harkins, Secretary of State
AUTHENTICATION: |0912162
DATE: 08/12/1986
726224009
(STAMP)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATION OF INCORPORATION
OF
NEW DYNEER CORPORATION
New Dyneer Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the "Company"),
DOES HEREBY CERTIFY:
FIRST: That by unanimous written consent of the Board of Directors of the
Company dated August 12, 1986, resolutions were duly adopted setting forth a
proposed amendment of the Certificate of Incorporation of the Company, declaring
said amendment to be advisable and calling for approval of said proposed
amendment by the stockholders of the Company. The resolution setting forth the
amendment is as follows:
RESOLVED, that it is hereby proposed that Article 1 of the Certificate of
Incorporation of the Company be amended so that the same as amended would
read as follows:
"1. The name of the corporation is Dyneer Corporation (the
'Corporation')."
SECOND: That thereafter, pursuant to resolutions of its Board of Directors,
the proposed amendment was approved by the stockholders of the Company by
written consent dated August 12, 1986.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
(STAMP)
FOURTH: That the capital of the Company shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, the Company has caused its corporate seal to be
hereunto affixed and this certificate to be signed by David E. Stoll, its Vice
President - Finance and Administration, and by Lawrence K. Sandness, its
Secretary, this 12th day of August, 1986.
NEW DYNEER CORPORATION
By: /s/ David E. Stoll
------------------------------------
Vice President - Finance
and Administration
[CORPORATE SEAL]
Attest: /s/ Lawrence K. Sandness
--------------------------------
Secretary
(STAMP)