ARTICLES OF INCORPORATION
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OF
CII ACQUISITION, INC.
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_______
The undersigned, being an individual, does hereby act as incorporator in
adopting the following Articles of Incorporation for the purpose of organizing a
corporation for profit, pursuant to the provisions of the North Carolina
Business Corporation Act.
FIRST: The corporate name for the corporation (hereinafter called the
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"corporation") is CII ACQUISITION, INC.
SECOND: The number of shares which the corporation is authorized to issue
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is one thousand, all of which are of a par value of one cent each and are of the
same class and are to be Common shares.
THIRD: The street address of the initial registered office of the
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corporation in the State of North Carolina is 327 Hillsborough Street, Raleigh,
North Carolina 27603. The county in which the said registered office is located
is the County of Wake.
The name of the initial registered agent of the corporation at the said
registered office is The Prentice-Hall Corporation System, Inc.
FOURTH: The name and the address of the incorporator are:
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NAME ADDRESS
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Athena Amaxas 15 Columbus Circle
New York, NY 10023-7773
FIFTH: The purposes for which the corporation is formed are to engage in
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any lawful business.
SIXTH: The corporation shall, to the fullest extent permitted by the
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provisions of the North Carolina Business Corporation Act, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said provisions from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said provisions, and
the indemnification provided for herein shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any Bylaw, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
SEVENTH: The personal liability of the directors of the corporation is
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hereby eliminated to the fullest extent permitted by the provisions of the North
Carolina Business Corporation Act, as the same may be amended and supplemented.
EIGHTH: The duration of the corporation shall be perpetual.
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Signed on April 28, 1993.
_____________________________________
Athena Amaxas, Incorporator
-2-
State of North Carolina
Department of the Secretary of State
ARTICLES OF MERGER OR SHARE EXCHANGE
Pursuant to (S)55-11-05 of the General Statutes of North Carolina, the
undersigned __________ surviving corporation in a merger or the acquiring
corporation in a share exchange __________ hereby submits the following Articles
of Merger or Share Exchange.
1. The name of the surviving or acquiring corporation is CII ACQUISITION,
INC., a corporation organized under the laws of North Carolina; the name of
the merged or acquired corporation is COMMUNICATIONS INSTRUMENTS HOLDING
CORPORATION, a corporation organized under the laws of Illinois.
2. Attached is a copy of the Plan of Merger or Share Exchange that was duly
adopted in the manner prescribed by law by the board of directors of each
of the corporations participating in the merger or share exchange.
3. With respect to the surviving/acquiring corporation (check either a or b,
whichever is applicable):
a. [X] Shareholder approval was not required for the merger or share
exchange.
b. [_] Shareholder approval was required for the merger or share
exchange, and the merger or share exchange was approved by the
shareholders as required by Chapter 55 of the North Carolina
General Statutes.
4. With respect to the merged/acquired corporation (check either a or b,
whichever is applicable):
a. [X] Shareholder approval was not required for the merger or share
exchange.
b. [_] Shareholder approval was required for the merger or share
exchange, and the merger or share exchange was approved by the
shareholders as required by Chapter 55 of the North Carolina
General Statutes.
5. These articles will be effective upon filing, unless a delayed and/or time
is specified:__________________
This is 11th day of May, 1993.
CII ACQUISITION, INC.
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Name of Corporation
_________________________________________
Signature
Michael S. Bruno, Jr., President
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Type or Print Name and Title
NOTES:
1. Filing fee is $50. This document and one exact or conformed copy of these
articles must be filed with the Secretary of State.
2. Certificate(s) of Merger must be filed pursuant to the requirements of NCGS
(S)47-18.1.
PLAN OF MERGER
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PLAN OF MERGER approved on May 11, 1993 by CII Acquisition, Inc., a
corporation of the State of North Carolina, and by resolution adopted by its
Board of Directors on said date, and approved on May 11, 1993 and by
Communications Instruments Holding Corporation, a corporation organized under
the laws of the State of Illinois, and by resolution adopted by its Board of
Directors on said date. This is a parent/subsidiary merger and the parent
company owns 100% of the stock of the subsidiary.
1. CII Acquisition, Inc. and Communications Instruments Holding Corp.
shall, pursuant to the provisions of the North Carolina Business Corporation Act
and of laws of the jurisdiction of organization of Communications Instruments
Holding Corp., be merged with and into a single corporation to wit, CII
Acquisition, Inc., which shall be the surviving corporation at the effective
date of the merger and which is sometimes hereinafter referred to as the
"surviving corporation," and which shall continue to exist as said surviving
corporation under its present name. The separate existence of Communications
Instruments Holding Corp., which is sometimes hereinafter referred to as the
"terminating corporation," shall cease at said effective date and time in
accordance with the provisions of the North Carolina Business Corporation Act.
2. The Articles of Incorporation of the surviving corporation as in force
and effect at the effective date and time of the merger in the jurisdiction of
its organization shall be the Articles of Incorporation of said surviving
corporation.
3. The bylaws of the surviving corporation as in force and effect at the
effective date and time of the merger will be the bylaws of said surviving
corporation and will continue in full force and effect until changed, altered,
or amended as therein provided and in the manner prescribed by the provisions of
the laws of the jurisdiction of organization of said surviving corporation.
4. The directors and officers in office of the surviving corporation at
the effective date and time of the merger shall be the members of the first
Board of Directors and the first officers of the surviving corporation, all of
whom shall hold their directorships and offices until the election and
qualification of their respective successors or until their tenure is otherwise
terminated in accordance with the bylaws of the surviving corporation.
5. Each issued share of the terminating corporation shall, at the
effective date and time of the merger, be cancelled. The issued shares of the
surviving corporation shall not be converted in any manner, but each said share
which is issued at the effective date and time of the merger shall continue to
represent one issued share of the surviving corporation.
6. The terminating corporation and the surviving corporation hereby
stipulate that they will cause to be executed and filed and/or recorded any
document or documents prescribed by the laws of the State of North Carolina and
by the State of Illinois, and that they will cause to be performed all necessary
acts therein and elsewhere to effectuate the merger.
7. The Board of Directors and the proper officers of the terminating
corporation and of the surviving corporation, respectively, are hereby
authorized, empowered, and directed to do any
and all acts and things, and to make, execute, deliver, file, and/or record any
and all instruments, papers, and documents which shall be or become necessary,
proper, or convenient to carry out or put into effect any of the provisions of
this Plan of Merger or of the merger herein provided for.
COMMUNICATIONS INSTRUMENTS HOLDING
CORPORATION
__________________________________________
By: Michael S. Bruno, Jr.,
President
CII ACQUISITION, INC.
___________________________________________
By: Harrison M. Wilson,
Vice President
-2-
State of North Carolina
Department of the Secretary of State
ARTICLES OF MERGER OR SHARE EXCHANGE
Pursuant to (S)55-11-05 of the General Statutes of North Carolina, the
undersigned __________ surviving corporation in a merger or the acquiring
corporation in a share exchange __________ hereby submits the following Articles
of Merger or Share Exchange.
1. The name of the surviving or acquiring corporation is CII ACQUISITION,
INC., a corporation organized under the laws of North Carolina; the name of
the merged or acquired corporation is COMMUNICATIONS INSTRUMENTS, INC., a
corporation organized under the laws of Illinois.
2. Attached is a copy of the Plan of Merger or Share Exchange that was duly
adopted in the manner prescribed by law by the board of directors of each
of the corporations participating in the merger or share exchange.
3. With respect to the surviving/acquiring corporation (check either a or b,
whichever is applicable):
a. [X] Shareholder approval was not required for the merger or share
exchange.
b. [_] Shareholder approval was required for the merger or share
exchange, and the merger or share exchange was approved by the
shareholders as required by Chapter 55 of the North Carolina
General Statutes.
4. With respect to the merged/acquired corporation (check either a or b,
whichever is applicable):
a. [X] Shareholder approval was not required for the merger or share
exchange.
b. [_] Shareholder approval was required for the merger or share
exchange, and the merger or share exchange was approved by the
shareholders as required by Chapter 55 of the North Carolina
General Statutes.
5. These articles will be effective upon filing, unless a delayed and/or time
is specified:________________
This is 11th day of May, 1993.
CII ACQUISITION, INC.
-----------------------------------------
Name of Corporation
_________________________________________
Signature
Michael S. Bruno, Jr., President
-----------------------------------------
Type or Print Name and Title
NOTES:
1. Filing fee is $50. This document and one exact or conformed copy of these
articles must be filed with the Secretary of State.
2. Certificate(s) of Merger must be filed pursuant to the requirements of NCGS
(S)47-18.1.
PLAN OF MERGER
--------------
PLAN OF MERGER approved on May 11, 1993 by CII Acquisition, Inc., a
corporation of the State of North Carolina, and by resolution adopted by its
Board of Directors on said date, and approved on May 11, 1993 and by
Communications Instruments, Inc., a corporation organized under the laws of the
State of Illinois, and by resolution adopted by its Board of Directors on said
date. This is a parent/subsidiary merger and the parent company owns 100% of the
stock of the subsidiary.
1. CII Acquisition, Inc. and Communications Instruments Inc. shall,
pursuant to the provisions of the North Carolina Business Corporation Act and of
laws of the jurisdiction of organization of Communications Instruments, Inc., be
merged with and into a single corporation to wit, CII Acquisition, Inc., which
shall be the surviving corporation at the effective date of the merger and which
is sometimes hereinafter referred to as the "surviving corporation," and which
shall continue to exist as said surviving corporation under its present name.
The separate existence of Communications Instruments Inc., which is sometimes
hereinafter referred to as the "terminating corporation," shall cease at said
effective date and time in accordance with the provisions of the North Carolina
Business Corporation Act.
2. The Articles of Incorporation of the surviving corporation as in force
and effect at the effective date and time of the merger in the jurisdiction of
its organization shall be the Articles of Incorporation of said surviving
corporation.
3. The bylaws of the surviving corporation as in force and effect at the
effective date and time of the merger will be the bylaws of said surviving
corporation and will continue in full force and effect until changed, altered,
or amended as therein provided and in the manner prescribed by the provisions of
the laws of the jurisdiction of organization of said surviving corporation.
4. The directors and officers in office of the surviving corporation at
the effective date and time of the merger shall be the members of the first
Board of Directors and the first officers of the surviving corporation, all of
whom shall hold their directorships and offices until the election and
qualification of their respective successors or until their tenure is otherwise
terminated in accordance with the bylaws of the surviving corporation.
5. Each issued share of the terminating corporation shall, at the
effective date and time of the merger, be cancelled. The issued shares of the
surviving corporation shall not be converted in any manner, but each said share
which is issued at the effective date and time of the merger shall continue to
represent one issued share of the surviving corporation.
6. The terminating corporation and the surviving corporation hereby
stipulate that they will cause to be executed and filed and/or recorded any
document or documents prescribed by the laws of the State of North Carolina and
by the State of Illinois, and that they will cause to be performed all necessary
acts therein and elsewhere to effectuate the merger.
7. The Board of Directors and the proper officers of the terminating
corporation and of the surviving corporation, respectively, are hereby
authorized, empowered, and directed to do any and all acts and things, and to
make, execute, deliver, file, and/or record any and all instruments,
papers, and documents which shall be or become necessary, proper, or convenient
to carry out or put into effect any of the provisions of this Plan of Merger or
of the merger herein provided for.
COMMUNICATIONS INSTRUMENTS INC.
______________________________________
By: Michael S. Bruno, Jr.,
President
CII ACQUISITION, INC.
______________________________________
By: Harrison M. Wilson,
Vice President
-2-
State of North Carolina
Department of the Secretary of State
ARTICLES OF AMENDMENT
Pursuant to (S)55-10-06 of the General Statutes of North Carolina, the
undersigned corporation hereby submits the following Articles of Amendment for
the purpose of amending its Articles of Incorporation:
1. The name of the corporation is: CII ACQUISITION, INC.
2. The text of each amendment adopted is as follows: (State below or attach)
Article FIRST of the Articles of Incorporation is amended to read in its
entirety: "FIRST: the Corporate name for the Corporation (hereinafter
called the "Corporation") is COMMUNICATIONS INSTRUMENTS, INC.
3. If an amendment provides for an exchange, reclassification, or cancellation
of issued shares, provisions for implementing the amendment, if not
contained in the amendment itself, are as follows:
Not applicable.
4. The date of adoption of each amendment was as follows:
May 11, 1993
5. (Check either a, b, c, or d, whichever is applicable)
a. [_] The amendment(s) was(were) duly adopted by the incorporators
prior to the issuance of shares.
b. [_] The amendment(s) was(were) duly adopted by the board of
directors prior to the issuance of shares.
c. [_] The amendment(s) was(were) duly adopted by the board of
directors without shareholder approval as shareholder approval
was not required because (set forth a brief explanation of why
shareholder action was not required):
______________________________________________________________
______________________________________________________________
______________________________________________________________
d. [X] The amendment(s) was(were) approved by shareholder action, and
such shareholder approval was obtained as required by Chapter
55 of the North Carolina General Statutes.
6. These articles will be effective upon filing, unless a delayed time and
date is specified:
Not applicable.
This is the 11th day of May, 1993.
CII ACQUISITION, INC.
------------------------------------------
Name of Corporation
__________________________________________
Signature
Michael S. Bruno, Jr., President
------------------------------------------
Type or Print Name and Title
NOTES:
1. Filing fee is $50. This document and one exact or conformed copy of these
articles must be filed with the Secretary of State.
2. Certificate(s) of Merger must be filed pursuant to the requirements of NCGS
(S)47-18.1.
-2-