EXHIBIT 3.10
Filing Fee: $10.00
STATEMENT OF
CANCELLATION OF REDEEMABLE SHARES
OF
TECH INDUSTRIES, INC.
To the Secretary of State
of the State of Rhode Island
Pursuant to the provisions of Section 7-1.1-61 of the General Laws, 1956,
as amended, the undersigned corporation submits the following statement of
cancellation by redemption or purchase of redeemable shares of the corporation:
FIRST: The name of the corporation is TECH Industries, Inc.
SECOND: The number of redeemable shares of the corporation cancelled
through redemption or purchase is 8, itemized as follows:
Class Series Number of Shares
- ----- ------ ----------------
Common -- 8
THIRD: The aggregate number of issued shares of the corporation after
giving effect to such cancellation is 392, itemized as follows:
Class Series Number of Shares
- ----- ------ ----------------
Common -- 392
FOURTH : The amount of the stated capital of the corporation after giving
effect to such cancellation is $153,860
FIFTH: The number of shares which the corporation has authority to issue
after giving effect to such cancellation is 2,000, itemized as follows:
Class Series Number of Shares
----- ------ ----------------
Common -- 1,000
Preferred -- 1,000
Dated February 3, 1993 TECH INDUSTRIES, INC.
By __________________________________
Its ________ President
and __________________________________
Its ________ Secretary
1
STATE OF RHODE ISLAND )
) SC.
COUNTY OF PROVIDENCE )
At ________________ in said county on this 3rd day of February, 1993, personally
appeared before me DAVID M. WANG, who, being by me first duly sworn, declared
that he is the President of TECH Industries, Inc., that he signed the foregoing
document as President of the corporation, and that the statements therein
contained are true.
[???]
-------------
NOTARY PUBLIC
(NOTARIAL SEAL)
2
FILING FEE $30.00
State of Rhode Island and Providence Plantations
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
TECH INDUSTRIES, INC.
Pursuant to the provisions of Section 7-1.1-56 of the General Laws, 1956,
as amended, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is Tech Industries, Inc.
SECOND: The shareholders of the corporation on December 7, 1992, in the
manner prescribed by Chapter 7-1.1 of the General Laws, 1956, as amended,
adopted the following amendment(s) to the Articles of Incorporation:
[Insert Amendment (s) ]
SEE CONTINUATION PAGES IA AND 2A ATTACHED.
3
THIRD: The number of shares of the corporation outstanding at the time of
such adoption was 392; and the number of-shares entitled to vote. thereon was
392
FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows : (if inapplicable,
insert "none")
Class Number of Shares
- ----- ----------------
Common 392
FIFTH: The number of shares voted for such amendment was 392; and the
number of shares voted against such amendment was -0-.
SIXTH: The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment, respectively, was : (if
inapplicable, insert "none")
Number of Shares Voted
--------------------------------
Class For Against None
- ----- --- ------------
SEVENTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall he effected, is as follows: (if no change, so state)
Three hundred ninety-two shares of the presently issued and outstanding
Common Stock shall be reclassifies as Class A Voting Common Stock.
EIGHTH: The manner in which such amendment effects a change in the amount
of stated capital, and the amount of stated capital as changed by such
amendment, are as follows: (If no change, so state)
No Change.
Dated February 3, 1993 TECH INDUSTRIES, INC.
By _______________________________
Its ________ President
and ______________________________
Its ________ Secretary
4
CONTINUATION PAGE 1A
OF ARTICLES OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
TECH INDUSTRIES, INC.
RESOLVED: That the Corporation's Articles of Incorporation be amended to
eliminate the presently authorized one thousand (1,000) shares of
Preferred Stock, One Thousand Dollars ($1,000.00) par value per
share.
RESOLVED: That the Corporation's Articles of Incorporation be further amended
by decreasing the number of authorized shares of the current single
class of Common Stock to three hundred ninety-two (392) shares,
without par value, and designating these shares as Class A Voting
Common Stock, and by authorizing eight thousand (8,000) shares of a
new Class B Non-Voting Common Stock, without par value.
RESOLVED: That Article Fifth of the Articles of Incorporation of the
Corporation be amended in its entirety to read as follows:
"ARTICLE FIFTH: The total number of shares of capital
stock authorized, without par value, shall be eight thousand three
hundred ninety-two (8,392) shares as follows: VIS:-three hundred
ninety-two (392) shares of Class A Voting Common Stock, without
par value, and eight thousand (8,000) shares of Class B Non-Voting
Common Stock, without par value."
Description of Class of Stock
1. Voting Rights
Except as otherwise required by law, the Class A Voting Common
Stock shall be the sole voting stock of the Corporation. Each share
of such stock shall entitle the owner thereof to one (1) vote at all
meetings of the Stockholders.
2. Right of First Refusal
(a) In the event that any holder of the Class A Voting Common
Stock or the Class 8 Non-Voting Common Stock intends to sell or
otherwise dispose of all or a portion of his holdings of such stock,
other than by gift or a transfer to the heirs or legatees of such
holder, such holder shall give written notice of such intent to' the
Corporation at least ninety (90) days prior to the proposed sale or
other disposition of such stock, which notice shall be addressed to
the President of the Corporation and delivered at the offices of the
Corporation and shall include the number of shares such holder
intends to sell or otherwise dispose of, the person or persons to
whom the proposed sale or other disposition is to be made, and the
anticipated terms and conditions of the sale or other disposition.
During the ninety (90) day period following receipt of such notice,
the Corporation, through its President, shall have the
5
CONTINUATION PAGE 2A
right, in its sole discretion, to redeem in the aggregate not less
than the total number of shares covered by such notice on the same
terms and conditions as were contained in such notice. If the
Corporation has not exercised its right to redeem the shares covered
by such notice within such ninety (90) day period, the holder of the
shares may sell or otherwise dispose of the shares covered by such
notice and may execute any agreements related to or necessary for
the transfer of such shares on terms and conditions which are not
less favorable to the holder than the terms and conditions contained
in such notice. In the event that a holder fails to comply with the
requirements for written notice provided herein, the Corporation in
its sole discretion shall have the right to redeem not less than all
of the shares sold or otherwise disposed of by the holder for an
amount equal to the consideration paid the holder for such shares
which right shall commence on the date the stock certificates are
presented for transfer on the Corporation's books and shall continue
for the ninety (90) day period following such date.
(b) All capital stock redeemed by the Corporation shall be
cancelled and not reissued.
(c) Notice of every redemption provided for herein shall be
mailed at least fifteen (15) days prior to the date fixed for such
redemption to the holders of record of the shares so to be redeemed
at their respective addresses as the same shall appear on the books
of the Corporation; no failure to mail such notice nor any defect
therein nor in the mailing thereof shall affect the validity of the
procedure for the redemption of any shares so to be redeemed. If
such notice of redemption shall have been duly given by the
Corporation and if on or before the redemption date specified
therein, either (i) all of the funds necessary for redemption shall
have been set aside by the Corporation, separate and apart from its
other funds, in trust for the pro rata benefit of the holders of the
shares so called for redemption, so as to be and continue to be
available therefor; or (ii) the funds necessary for such redemption
shall have been deposited by the Corporation with a bank or trust
company designated in such notice, and the Corporation shall have
given such bank or trust company irrevocable authorization to pay
such funds to the holders of the shares so called for redemption at
the redemption price therefor, then notwithstanding that any
certificate for shares so called for redemption shall not have been
surrendered for cancellation, all shares so called for redemption
after such redemption date, and all rights with respect to such
shares shall forthwith, on such redemption date, cease and terminate
without interest. Any interest on funds deposited by the Corporation
shall be paid to the Corporation from time to time.
(d) Any funds so set aside or deposited by the Corporation and
unclaimed at the end of six (6) years from such redemption date
shall be released or repaid to the Corporation after which the
holders of the shares so called for redemption shall look only to
the Corporation for payment thereof."
6
STATE OF RHODE ISLAND )
) SC.
COUNTY OF PROVIDENCE )
At ________________ in said county on this 3rd day of February, 1993, personally
appeared before me DAVID M. WANG, who, being by me first duly sworn, declared
that he is the President of TECH Industries, Inc., that he signed the foregoing
document as President of the corporation, and that the statements therein
contained are true.
[???]
-------------
NOTARY PUBLIC
(NOTARIAL SEAL)
7
Filing Fee: $10.00
STATEMENT OF
CANCELLATION OF REDEEMABLE SHARES OF
Tech Industries, Inc.
To the Secretary of State
of the State of Rhode Island
Pursuant to the provisions of Section 7-1.1-61 of the General Laws, 1956,
as amended, the undersigned corporation submits the following statement of
cancellation by redemption or purchase of redeemable shares of the corporation :
FIRST: The name of the corporation. is Tech Industries, Inc.
SECOND: The number of redeemable shares of the corporation cancelled
through redemption or purchase is 2000, itemized as follows:
Class Series Number of Shares
----- ------ ----------------
$1000 Par Value Preferred 1000
THIRD: The aggregate number of issued shares of the corporation after
giving effect to such cancellation is 400, itemized as follows:
Class Series Number of Shares
----- ------ ----------------
No Par -- Common 400
FOURTH: The amount of the stated capital of the corporation after giving
effect to such cancellation is $16,000
FIFTH: The number of shares which the corporation has authority to issue
after giving effect to such cancellation is 1400, itemized as follows :
Class Series Number of Shares
----- ------ ----------------
$1000 Par Value Preferred No Par-Common 1000
No Par -- Common 400
Dated January 17, 1983 TECH INDUSTRIES, INC.
By ________________________________
Its ________ President
and _______________________________
Its ________ Secretary
8
STATE OF RHODE ISLAND )
) SC.
COUNTY OF PROVIDENCE )
At ________________ in said county on this 17th day of January, 1983, personally
appeared before me DAVID M. WANG, who, being by me first duly sworn, declared
that he is the President of TECH Industries, Inc. _______________________ that
he signed the foregoing document as President of the corporation, and that the
statements therein contained are true.
[???]
-------------
NOTARY PUBLIC
(NOTARIAL SEAL)
9
FILING FEE $30.00
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
TECH INDUSTRIES, INC.
Pursuant to the provisions of Section 7-1.1-56 of the General Laws, 1956,
as amended, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is TECH INDUSTRIES, INC.
SECOND: The shareholders of the corporation on June 15, 1982, in the
manner prescribed by Chapter 7-1.1 of the General Laws, 1956, as amended,
adopted the following amendment(s) to the Articles of Incorporation:
[Insert Amendment (s)]
To amend Article SECOND to read as follows:
ARTICLE SECOND: The name of the Corporation is TECH
INDUSTRIES, INC. (a close Corporation pursuant to Section 7-1.1-51
of the General Laws, 1956, as amended).
10
THIRD: The number of shares of the corporation outstanding at the time of
such adoption was 1400; and the number of shares entitled to vote thereon was
400
FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows: (IF INAPPLICABLE, INSERT
"NONE")
Class Number of Shares
----- ----------------
Common - no par value 400
FIFTH: The number of shares voted for such amendment was 400; and the
number of shares voted against such amendment was 0.
SIXTH: The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment, respectively, was : (if
INAPPLICABLE, INSERT "NONE")
Number of Shares Voted
------------------------
Class For Against
----- --- -------
Common - no par value 400 0
SEVENTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows: (If no change, so state)
No change
EIGHTH: The manner in which such amendment effects a change in the amount
of stated capital, and the amount of stated capital as changed by such
amendment, are as follows: (IF NO CHANGE, SO STATE)
No change
1;S r IN
Dated July 27, 1982 TECH INDUSTRIES, INC.
By ___________________________________
Its ________ President
and __________________________________
Its ________ Secretary
11
STATE OF RHODE ISLAND )
) SC.
COUNTY OF PROVIDENCE )
At ________________ in said county on this 27th day of July, 1982, personally
appeared before me DAVID M. WANG, who, being by me first duly sworn, declared
that he is the President of TECH Industries, Inc. _______________________ that
he signed the foregoing document as President of the corporation, and that the
statements therein contained are true.
[???]
-------------
NOTARY PUBLIC
(NOTARIAL SEAL)
12
FILING FEE $30.00
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
TECH INDUSTRIES, INC.
Pursuant to the provisions of Section 7-1.1-56 of the General Laws, 1956,
as amended, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation :
FIRST, The name of the corporation is Tech Industries, Inc.
SECOND: The shareholders of the corporation on ____________, 19____, in
the manner prescribed by Chapter 7-1.1 of the General taws, 1956, as amended,
adopted the following amendment(s) to the Articles of Incorporation:
[Insert Amendment (s) ]
Amendments Attached Hereto
13
RESOLVED: That effective July 1, 1979, Article FIFTH of the Articles of
Association of the Corporation be amended in its entirety to read as follows:
"ARTICLE FIFTH: The total amount of authorized capital stock of said
Corporation, with par value, shall be One Million ($1,000,000) Dollars as
follows: viz. Preferred Stock in the amount of One Million ($1,000,000)
Dollars to be divided into One Thousand (1,000) shares of the par value of
One Thousand ($1,000) Dollars each.
The total number of shares of authorized capital stock, without par value,
shall be One Thousand (1,000) shares as follows: viz. One Thousand (1,000)
shares of Common Stock without par value.
DESCRIPTION OF CLASSES OF STOCK
1. DIVIDENDS
A. The holders of Preferred Stock, in preference to the holders
of Common Stock, shall be entitled to receive, when and as declared by the Board
of Directors, but only out of funds legally available for the payment of
dividends, cumulative cash dividends at the annual rate of $60.00 per share, and
no more, payable semi-annually on the last day of December and June in each
year. Dividends on shares of Preferred Stock shall accrue and be cumulative from
and after the first day of the semi-annual dividend period within which such
shares are issued. Any arrearages in the payment of dividends shall not bear
interest.
B. So long as any shares of Preferred Stock are out-standing, no
dividend whatsoever, whether in cash, stock or otherwise, shall be declared or
paid, and no distribution made, on the Common Stock, nor shall any shares of
Common Stock be acquired for a consideration by the Corporation or by any
Subsidiary unless all dividends on the Preferred Stock accrued for all past
semi-annual dividend periods shall have been paid and the full dividends thereon
for the then current semi-annual dividend period shall have been paid or
declared and a sum for the payment thereof set apart. For purposes of this
section, the term "Subsidiary" shall mean any corporation of which the
Corporation and/or one or more of its Subsidiaries own, directly or indirectly,
more than 50% of the outstanding stock having by its terms ordinary voting power
to elect a majority of the board of directors of such corporation. irrespective
of whether or not at the time stock of any other class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency.
14
C. Subject to all the rights of the Preferred Stock, dividends may be
paid upon the Common Stock as and when declared by the Board of Directors out of
any funds legally available therefor.
2.LIQUIDATION
A. In the event of the liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the holders of the Preferred
Stock then outstanding shall be entitled to receive out of the assets of the
Corporation, before any distribution or payment shall be made to the holders of
the Common Stock, an amount equal to $1,000.00 per share, plus in respect of
each such share, a sum computed at the annual rate of $60.00 from and after the
date on which dividends on such share became cumulative to and including the
date fixed for such payment, less the aggregate of dividends theretofore paid
thereon, but computed without interest.
B. Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, and after the holders of the
Preferred Stock shall have been paid in full, the amounts to which they shall be
entitled or an amount sufficient to pay the aggregate amount to which the
holders of the Preferred Stock shall be entitled shall have been deposited with
a bank or trust company, in accordance with the provisions of Section 4 of this
Article FIFTH, as a fund for the benefit of the holders of the Preferred Stock,
the remaining net assets of the Corporation shall be distributed pro rata to the
holders of the Common Stock.
3. VOTING RIGHTS
Except as otherwise required by law, the Common Stock shall be the
sole voting stock of the Corporation. Each share of such stock shall entitle the
owner thereof to One (1) vote at all meetings of the Stockholders. In the event
that all of the authorized, issued and outstanding shares of Common Stock shall
be redeemed by the Corporation and not reissued, the Preferred Stock shall,
except as otherwise required by law, be the sole voting stock of the
Corporation, and each share of such stock shall entitle the owner thereof to One
(1) vote at all meetings of the Stockholders.
4. RIGHT OF FIRST REFUSAL
A. In the event that any holder of the Common Stock or the
Preferred Stock intends to sell or otherwise dispose of all or a portion of his
holdings of such stock, other than by gift or a transfer to the heirs or
legatees of such holder, such holder shall give written notice of such intent to
the Corporation at least ninety (90) days prior to the proposed sale or other
disposition of such stock, which notice shall be addressed to the Board of ors
of the Corporation and delivered at the offices of the Corporation and shall
include the number of shares such holder intends to sell or otherwise dispose
of, the person or persons to whom the proposed sale or other disposition is to
be made, and the anticipated terms and conditions of the sale or other
disposition. During the ninety (90) day period following receipt of such notice,
the Corporation, through its Board of Directors, shall have the right, in its
sole discretion, to redeem in the aggregate not less than the total number of
shares covered by such notice on the same terms and conditions as where
contained in such notice. If the Corporation has not exercised its right to
redeem the shares covered by such notice within such ninety (90) day period, the
holder of the shares may sell or otherwise dispose of the shares covered by such
notice and may execute any agreements related to or necessary for the transfer
of such shares on terms and conditions which are not loss favorable to the
holder than the terms and conditions contained in such notice. In the event that
a holder fails to comply with the requirements for written notice provided
herein, the Corporation in its sole discretion shall have the right to redeem
not less than all of the shares sold or otherwise disposed of by the holder for
an amount equal to the consideration paid the holder for such shares which right
shall commence on the date the stock certificates are presented for transfer on
the Corporation's books and shall continue for the ninety (90) day period
following such date.
15
B. All capital stock redeemed by the Corporation shall be
cancelled and not reissued.
C. Notice of every redemption provided for herein shall be mailed
at least fifteen (15) days prior to the date fixed for such redemption to the
holders of record of the shares so to be redeemed at their respective addresses
as the same shall appear on the books of the Corporation; no failure to mail
such notice nor any defect therein nor in the mailing thereof shall affect the
validity of the procedure for the redemption of any shares so to be redeemed. If
such notice of redemption shall have been duly given by the Corporation and if
on or before the redemption date specified therein, either (i) all of the funds
necessary for redemption shall have been set aside by the Corporation, separate
and apart from its other funds, in trust for the pro rata benefit of the holders
of the shares so called for redemption, so as to be and continue to be available
therefor; or (ii) the funds necessary for such redemption shall have been
deposited by the Corporation with a bank or trust company designated in such
notice, and the Corporation shall have given such bank or trust company
irrevocable authorization to pay such funds to the holders of the shares so
called for redemption at the redemption price therefor, then notwithstanding
that any certificate for shares so called for redemption shall not have been
surrendered for cancellation, all shares so called for redemption after such
redemption date, and all rights with respect to such shares shall forthwith, on
such redemption date, cease and terminate without interest. Any interest on
funds deposited by the Corporation shall be paid to the Corporation from time to
time.
D. Any funds so set aside or deposited by the Corporation and
unclaimed at the end of six (6) years from such redemption date shall be
released or repaid to the Corporation after which the holders of the shares so
called for redemption shall look only to the Corporation for payment thereof.
16
THIRD: The number of shares of the corporation outstanding at the time of
such adoption was 400; and the number of shares entitled to vote thereon was
400
FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows: (if inapplicable, insert
"none")
Class Number of Shares
- ----- ----------------
None
FIFTH: The number of shares voted for such amendment was 400 ; and the
number of shares voted against such amendment was 0 .
SIXTH: The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment, respectively, was: (if inapplicable,
insert "none")
Number of Shares
---------------------------
Class For Against
- ----- --- -------
None
SEVENTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows : (If no change, so state)
No Change
EIGHTH: The manner in which such amendment effects a change in the amount
of stated capital, and the amount of stated capital as changed by such
amendment, are as No Change
Dated June 7, 1979 TECH INDUSTRIES, INC.
By: /s/ Herbert Wang
------------------
Its _________ President
and Henry Bromberg
Its_________ Secretary
17
STATE OF RHODE ISLAND
SC.
COUNTY OF PROVIDENCE
At Providence in said county on this 7th day of
June , 1979, personally appeared before me Herbert
Wang , who, being by me first duly sworn, declared that he is the
President of TECH INDUSTRIES, INC.
that he signed the foregoing document as President of the
corporation, and that the statements therein contained are true
/s/
-----------------------------------
Notary Public
E. Hans Lundsten
My Commission expires June 30, 1981
(NOTARIAL SEAL)
18
Filing fee: $20.00
ARTICLES OF MERGER
OF DOMESTIC CORPORATIONS
INTO
TECH INDUSTRIES, INC.
Pursuant to the provisions of Chapter 7-1.1 of the General Laws, 1956, as
amended, the undersigned corporations adopt the following Articles of Merger for
the purpose of merging them into one of such corporations:
FIRST: The following Plan of Merger was approved by the shareholders of each
of the undersigned corporations in the manner prescribed by said Chapter 7-1.1:
(Insert Plan of Merger)
1
MERGER-JOINT PLAN AND AGREEMENT
Joint plan and agreement of merger, made on July 1, 1970, by and between
METALLIZED PRODUCTS, INC., a. State of Rhode Island corporation, hereinafter
sometimes called METALLIZED, and a majority of the directors thereof, PACKAGING
TECHNIQUES, INC., a State of Rhode Island corporation, hereinafter sometimes
called PACKAGING, and a majority of the directors thereof, TECH INDUSTRIES,
INC., a State of Rhode Island corporation, hereinafter sometimes called TECH,
and a majority of the directors thereof, said corporations being hereinafter
sometimes collectively called the constituent corporations:
WITNESSETH that: Whereas, the board of directors of each of such
corporations deems it advisable and generally to the welfare of such
corporations and their respective stockholders that METALLIZED and PACKAGING be
merged into TECH, one of the constituent corporations, under and pursuant to the
provisions of the General Laws of the State of Rhode Island pertaining to
corporations and partnerships, more especially Sec. 7-1.1-65 et seq., and have
approved a joint plan of merger thereof; and,
Whereas, the authorized capital stock of METALLIZED, is Five Hundred (500)
shares of common stock, no par value, of which One Hundred (100) shares have
been issued and of which One Hundred (100) shares are now outstanding; and
Whereas, the authorized capital stock of PACKAGING is Six Hundred (600)
shares of common stock, no par value, of which Three Hundred (300) shares have
been issued and of which Two Hundred (200) shares are now outstanding; and
Whereas, the authorized capital stock of TECH is One Thousand (1000)
shares of the common stock, no par value, of which One Hundred (100) shares have
been issued and are now out-standing; and
1
Whereas, each of the constituent corporations has the power and authority
under the laws of the State of Rhode Island to merge with each other;
Now, therefore, it is agreed that METALLIZED and PACKAGING be and they
hereby are merged into TECH, one of said constituent corporations, which shall
be the surviving corporation and which shall continue to exist under the laws of
the State of Rhode Island. The terms and conditions of the merger and the method
and mode of carrying the same into effect and the manner and basis of converting
the shares of each corporation into share or other securities of the surviving
corporation as follows:
FIRST: The surviving corporation, hereinafter called TECH shall continue
under the name of TECH INDUSTRIES, INC.
SECOND: The principal office of TECH is located at 501 Roosevelt Avenue in
the city of Central Falls, in the County of Providence, in the State of Rhode
Island. The name of its resident attorney is Herbert J. Abedon, whose address is
1128 Industrial Bank Building, in the City of Providence, of said State.
THIRD: The nature of the business of TECH and the objects or purposes
proposed to be transacted, promoted, or carried on by it are: Designing and
consultants of and for machinery and other personal property and also for the
purpose of manufacturing, buying, selling and otherwise dealing in personal
property of every nature and description and doing all things incidental
thereto.
FOURTH: The total number of shares of stock which TECH is authorized to
issue is One thousand (1000) shares of common stock with no par value.
FIFTH: The minimum amount of capital with which the corporation will
commence business is Sixteen Thousand ($16,000.00) Dollars,
2
SIXTH: The corporation is to have perpetual existence.
SEVENTH: The private property of the stockholders of the corporation shall
not be subject to the payment of corporate debts to any extent whatever.
EIGHTH: The number and names of the first directors and of the first
officers of the corporation, who shall take office, with-out further act, upon
the effective date hereof and who shall continue in office until their
successors shall be elected or appointed and shall have qualified, are as
follows:
Directors
Herbert Wang 101 Exeter Street,
Newton, Massachusetts
Henry Bromberg 352 Grotto Avenue,
Providence, Rhode Island
Officers
Henry Bromberg, President 352 Grotto Avenue,
Providence, Rhode Island
Herbert Wang, Vice President 101 Exeter Street,
Newton, Massachusetts
Herbert Wang, Treasurer 101 Exeter Street,
Newton, Massachusetts
Herbert T. Abedon, Secretary 1128 Industrial Bank Bldg.
Providence, Rhode Island
Thereafter, the number of directors of the corporation shall be such as
from time to time shall be fixed by, or in the manner provided in, the bylaws,
but in no case shall the number be less than two. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office, though less than a
quorum. Election of directors need not be by ballot unless the bylaws so
provide.
NINTH: The business of TECH shall be managed by its board of directors
which stall have power:
3
(a) Without the assent or vote of the stockholders, to make,
alter, amend, change, add to, or repeal the bylaws of TECH; to fix and determine
and to vary the amount to be reserved as working capital; to authorize and cause
to be executed mortgages and liens upon all the property of TECH, or any part
thereof; to determine the use and disposition of any surplus or net profits over
and above the capital stock paid in, and to fix the times for the declaration
and payment of dividends.
(b) To determine from time to time whether, and to what extent,
and at what times and places, accounts and books of TECH (other than to stock
ledger), or any of them shall be open to the inspection of the stockholders.
In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon them, the `directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
TECH; subject, nevertheless, to the provisions of the statutes of the State of
Rhode Island, of the certificate of incorporation, as amended, of TECH, and to
any bylaws from time to time made by the stockholders; provided, however, that
no bylaw so made shall invalidate any prior act of the directors which would
have been valid if such bylaw had not been made.
TENTH: No contract or other transaction between TECH and any other
corporation, whether or not a majority of the capital stock of such other
corporation shall be owned by TECH or a majority of the stock of TECH shall be
owned by such other corporation, shall be affected or invalidated by reason of
the fact that any one or more of the board of directors of TECH is or are
interested in, or is a director or office or are directors or officers of such
other corporation, and any director or directors, individually or jointly, may
be a party or parties to, or may be interested in, any contract or transaction
of TECH, or in which this corporation is interested; and no contract, act, or
transaction of TECH with any person, persons, firm, association, corporation, or
others shall be affected or invalidated by the fact that any director or
directors of TECH is a party to, or are parties to, or interested in, such
contract, act, or transaction, or in any way connected with such person,
persons, firm, association, corporation, or others, and each and every person
who may become a director of TECH is heresy relieved from any liability that
might otherwise exist from contracting with TECH for
4
the benefit of himself or any firm, association, or corporation in Which he may
be in any wise interested.
ELEVENTH: Each director and officer and each former director and officer
of TECH and each person who may serve at its request as a director or officer of
another corporation in which TECH, or a subsidiary of TECH, owns shares of
capital stock or of which it is a creditor, shall be indemnified by TECH against
the costs and expenses reasonably incurred by him in connection with any action,
suit, or proceeding in which he may be involved by reason of his being or having
been a director or officer of TECH or of such other corporation (whether or not
he is a director or officer at the time of incurring such costs and expenses),
except with respect to matters as to which any such director or officer, or
former director or officer, or person shall be adjudged in such action, suit, or
proceeding to be liable for negligence or misconduct in the performance of duty.
In case of the settlement of any action, suit, or proceeding in which any such
director or officer, or former director or officer, or person is involved by
reason of his being or having been a director or officer of TECH or of such
other corporation, he shall be indemnified by TECH against the costs and
expenses (including any amount paid in settlement to TECH or to such other
corporation, or otherwise) reasonably incurred by him in connection with such
action, suit, or proceeding (whether or not he is a director or officer at the
time of incurring such costs and expenses), if, and only if, the holders of a
majority of the capital stock of TECH shall by vote at any annual or special
meeting of stockholders, approve such settlement and the reimbursement to such
director or officer of such costs and expenses. The foregoing rights of
indemnification shall apply to the heirs, executors, and administrators of any
such director or officer, or former director or officer, or person, and shall
not be exclusive of other rights to which any such director or officer, or
former director or officer, or person (or his heirs, executors, or
administrators), may be entitled as a matter of law.
TWELFTH: TECH reserves the right to amend, alter, change or repeal any
provision contained in its certificate of incorporation in the manner now or
hereafter prescribed by law, and all rights and powers conferred herein on
stockholders, directors, and officers are subject to this reserved power.
THIRTEENTH: The bylaws of TECH shall be the present bylaws of METALLIZED
and PACKAGING, unless changed or amended as herein provided.
5
FOURTEENTH: The manner of converting the shares of each of the constituent
corporations, parties hereto, into share of the corporation upon consummation of
the merger herein provided shall be as follows:
Each holder of the capital stock of METALLIZED shall be and become the
holder of one share of common stock of TECH for each share of capital stock of
METALLIZED held.
6
Each holder of the capital stock of PACKAGING shall be and become the
holder of one share of common stock of TECH for each share of capital stock of
PACKAGING hold.
Each holder of common stock of TECH shall continue to hold his
certificates for such stock, which shall not be converted or exchanged.
Issued and outstanding certificates for stock of METALLIZED are hereby
adopted as certificates for full paid and non-assessable shares of stock of
TECH, on the foregoing basis, until the same are exchanged for new stock
certificates in such manner and in such form as the board of directors of TECH
may prescribe.
Issued and outstanding certificates for stock of PACKAGING are hereby
adopted as certificates for full paid and non-assessable shares of stock of
TECH, on the foregoing basis, until the same are exchanged for new stock
certificates in such manner and in such form as the board of directors of TECH
may prescribe.
FIFTEENTH: Upon consummation of the merger herein provided for, all and
singular the rights, privileges, powers, and franchises of each of the
constituent corporations, and all property, real, personal, or mixed, and all
debts due to the constituent corporations on whatever account, and all other
things in action belonging to each of said corporations shall be vested in the
surviving corporation, TECH, without further act or deed; and all property,
rights, privileges, powers, and franchises, and all and every other interest of
the constituent corporation shall be thereafter as effectually the property of
the surviving corporation as they were of the respective constituent
corporations, and the title to any real estate, whether by deed or otherwise,
vested in either of the constituent corporations, shall not revert or be in any
way impaired by reason hereof; provided, however, that all rights of creditors
and all liens upon any property of either of said constituent corporations shall
be preserved unimpaired and all debts, liabilities, obligations, and duties of
the respective constituent corporations shall thenceforth attach to TECH, which
shall be responsible therefor, and may be enforced against TECH to the extent as
if said debts, liabilities, obligations, and duties had been incurred or
contracted by it.
SIXTEENTH: The constituent corporations Will each from time to time
execute such documents and do such other acts and things and take or cause to be
taken such action as TECH may deem reasonably necessary or desirable in
7
order to vest in and confirm to TECH title to, and possession of, the rights,
privileges, property assets, and business of such constituent corporations, and
other-wise to carry out the full intents and purposes of this agreement.
SEVENTEENTH; This agreement shall be submitted to the stock-holders of
each of the three constituent corporations which are parties hereto, as provided
by law, and shall take effect and shall be deemed and taken to be the agreement
of, and to acknowledge the merger of, said corporations, parties hereto, upon
the adoption hereof by the votes or consent of the stockholders of each such
corporation, representing a unanimous vote of the total number of outstanding
shares of the capital stock of METALLIZED, PACKAGING and TECH, and upon the
doing of such other acts and things, including the filing and recording of this
joint plan and agreement of merger, as are required by the laws of the State of
Rhode Island, and the filing in Rhode Island of appropriate articles of merger.
Notwithstanding the approval and adoption hereof by votes of the
stockholders of each of the constituent corporations, parties hereto, the boards
of directors of such constituent corporations, if they deem such action to be
advisable and in the best interests of the constituent corporations, may
postpone the filing and re-cording of this agreement to such date as they may
deem advisable, or may rescind and abandon this agreement.
IN WITNESS WHEREOF, a majority of the directors of each of the constituent
corporations, parties hereto, have signed and entered into this joint plan and
agreement of merger under the seals of the respective constituent corporations,
all as of the day and year aforesaid, and the constituent corporations have
caused this joint plan and agreement of merger to be signed in their names and
behalfs by their respective officers and their respective corporate seals to be
hereunto affixed and to be attested by their respective secretaries or assistant
secretaries.
METALLIZED PRODUCTS, INC.
By: /s/
----------------------------------
Herbert Wang, Director
By: /s/
----------------------------------
Henry Bromberg, Director
8
By: /s/
----------------------------------
Herbert Wang, President
By: /s/
----------------------------------
Henry Bromberg, Treasurer
By: /s/
----------------------------------
Henry Bromberg, V. President
By: /s/
----------------------------------
Henry Bromberg, Secretary
Attest:
/s/
- ---------------------
Herbert J. Abedon,
Assistant Secretary
9
PACKAGING TECHNIQUES, INC.
By: /s/
----------------------------------
Herbert Wang, Director
By: /s/
----------------------------------
Henry Bromberg, Director
By: /s/
----------------------------------
Henry Bromberg, President
By: /s/
----------------------------------
Herbert Wang, Treasurer
Attest:
/s/
- ---------------------
Herbert J. Abedon,
Assistant Secretary
TECH INDUSTRIES, INC.
By: /s/
----------------------------------
Herbert Wang, Director
By: /s/
----------------------------------
Henry Bromberg, Director
By: /s/
----------------------------------
Henry Bromberg, President
By: /s/
----------------------------------
Herbert Wang, V. President
By: /s/
----------------------------------
Herbert Wang, Treasurer
Attest:
/s/
- ---------------------
Herbert J. Abedon,
Assistant Secretary
10
SECOND: As to each of the undersigned corporations, (except one whose
shareholders are not required to approve the agreement under Section 7-1.1-67,
in which event that fact shall be set forth), the number of shares outstanding,
and the designation and number of outstanding shares of each class entitled to
vote as a class on such Plan, are as follows:
Entitled to Vote as a Class
Number of ---------------------------
Shares Designation Number of
Name of Corporation Outstanding of Class Shares
- ------------------------- ----------- -------------- ----------
Metallized Products, Inc. 100 shares Common, No Par
Packaging Techniques, Inc. 200 shares Common, No Par
Tech Industries, Inc. 100 shares Common, No Par
THIRD: As to each of the undersigned corporations, the total number of
shares voted for and against such Plan, respectively, and, as to each class
entitled to vote thereon as a class, the number of shares of such class voted
for and against such Plan, respectively, are as follows:
Number of Shares
----------------------------------------------
Entitled to Vote as a Class
Total Total ------------------------------
Voted Voted Voted Voted
Name of Corporation For Against Class For Against
- -------------------------- ----- ------- -------------- ----- -------
Metallized Products, Inc. 100 0 Common, No
Par
Packaging Techniques, Inc. 200 0 Common, No
Par
Tech Industries, Inc. 100 0 Common, No
Par
FOURTH: Time merger to become effective (Section 7-1.1-69): October 20,
1970
Dated July 1, 19__ METALLIZED PRODUCTS, INC.
TECH INDUSTRIES, INC. By
Herbert Wang
Its President
By ________________________________________ and
Henry Bromberg-President Henry Bromberg
Its Secretary
By ________________________________________ PACKAGING TECHNIQUES, INC.
Herbert J. Abedon-Secretary
By
Henry Bromberg
Its President
and
Herbert J. Abedon
Its Secretary
11
STATE OF RHODE ISLAND
SC.
COUNTY OF PROVIDENCE
At Providence in said county on this 1st day of July
, 1970, before me personally appeared before me Herbert Wang and Henry
Bromberg , who, being by me first duly sworn, declared that they are
the President and Secretary, respectively of Metallized Products, Inc. ,
that they signed the foregoing document as such Pres. And Sec'y. respectively
of the corporation, and that the statements therein contained are true
/s/
-------------
Notary Public
(NOTARIAL SEAL)
STATE OF RHODE ISLAND
SC.
COUNTY OF PROVIDENCE
At Providence in said county on this 1st day of
July , 1970, before me personally appeared before me Henry Bromberg
and Herbert J. Abedon , who, being by me first duly sworn, declared that
they are the President and Secretary, respectively of Packaging Techniques,
Inc. , that they signed the foregoing document as such Pres. And Sec'y.
respectively of the corporation, and that the statements therein contained
are true
/s/
-------------
Notary Public
(NOTARIAL SEAL)
12
STATE OF RHODE ISLAND
COUNTY OF PROVIDENCE
At Providence in said county on the 1st day of July 1970, before me
personally appeared Henri romlerg and Herbert J. Abedon, who being by me
first duly sworn, declared that they are the President and the Secretary
respectively of Tech Industries, Inc., that they signed the foregoing
document as such President and Secretary, respectively, of the
corporation, and that the statements therein contained are true.
Notarial Seal
13
Filing fee: $20.00
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
TECH CLOSURES, INC.
Pursuant to the provisions of Section 7-1.1-56 of the General Laws, 1956, as
amended, the undersigned corporation adopts the following Articles of Amendment
to its Articles of Incorporation:
FIRST: The name of the corporation is Tech Closures, Inc.
SECOND: The shareholders of the corporation on June 26, 1970 in the manner
prescribed by Chapter 7-1.1 of the General Laws, 1956, as amended, adopted the
following amendment(s) to the Articles of Incorporation:
[Insert Amendment (s)]
ARTICLE FIRST is amended to read as follows:
The name of the corporation shall be
TECH INDUSTRIES, INC.
14
THIRD: The number of shares of the corporation outstanding at the time of
such adoption was 100 shares; and the number of shares entitled to vote thereon
was
FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows: (if inapplicable, Insert
"none")
Class Number of Shares
- ----- ----------------
Common 100
FIFTH: The number of shares voted for such amendment was 100 shares; and the
number of shares voted against such amendment was none
SIXTH: The number of shares of each class entitled to vote thereon as a class
voted for and against such amendment, respectively, was: (if inapplicable,
Insert "none")
Number of Shares Voted
-----------------------
Class For Against
- ----- --- -------
None
SEVENTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows : (if no change, so state)
None
EIGHTH: The manner in which such amendment effects a change in the amount of
stated capital, and the amount of stated capital as changed by such amendment,
are as follows: (if no change, so state)
none
Dated June 29, 1970 TECH CLOSURES, INC.
By
Henry Bromberg
Its President
and
Herbert J. Abedon
Its Ass't Secretary
15
STATE OF RHODE ISLAND
SC.
COUNTY OF PROVIDENCE
At Providence in said county on this 29th day of June, 1970, personally
appeared before me Henry Bromberg, who, being by me first duly sworn,
declared that he is the President of Tech Closures, Inc., that he signed the
foregoing document as such President of the corporation, and that the
statements therein contained are true.
/s/
-------------
Notary Public
(NOTARIAL SEAL)
16
(ORIGINAL AMENDMENT OF ARTICLES OF ASSOCIATION OR CHARTER OF BUSINIISS
CORPORATION.)
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
May 16, 1968
WE, the undersigned officers of
Polytechnic Engineering, Inc. a corporation duly incorporated under the laws of
the State of Rhode Island, HEREBY CERTIFY, that at a meeting of the stockholders
of said corporation, duly called for the purpose, and held in the City of
Central Falls, in said State, on the 16th day of May, A.D. 1968, the following
amendment(s) to the Articles of Association (or Charter) was (or were) duly
adopted by an affirmative vote of the following proportion of the stockholders
of said corporation, viz: -- one hundred (100%) per cent which said vote amends
the following Article (or Articles) to read as follows, viz. - "Article No.
SECOND
The name of the corporation shall be known by the name
of TECH CLOSURES, INC.
"Article No.
"Article No.
"Article No.
[CORPORATE SEAL]
ATTEST
Henry Bromberg President
Herbert Wang Vice President
STATE OF RHODE ISLAND,
COUNTY OF Providence
In the City of Providence on this 17th day
of May A.D. 1968, subscribed and sworn to
before me
______________________________________
Notary Public
17
140
BUSINESS
ORIGINAL
CERTIFICATE OF AMENDMENT OF
ARTICLES OF ASSOCIATION OR
CHARTER OF
Polytechnic Engineering, Inc
Duly Incorporated Under the Laws of
the State of Rhode Island.
FILED IN THE OFFICE OF THE
SECRETARY OF STATE
MAY 21 1968
18
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
ORIGINAL ARTICLES OF ASSOCIATION
(BUSINESS CORPORATION)
KNOW ALL [ILLEGIBLE] BY THESE PRESENTS, That we E. HAROLD DICK and JOSEPH B.
CARTY, both of the City and County of Providence, State of Rhode Island, and
LLOMA E. SAUNDERS, of the Town of West Warwick, County of Kent and State of
Rhode Island, all of lawful age, hereby agree to and with each other;
FIRST. To associate ourselves together with the intention of forming a
corporation under and by virtue of the powers conferred by Chapters 7-1 to 7-5
(inclusive),7-9 and 7-10 of the General Laws of Rhode Island.
SECOND. Said corporation shall be known by the name of POLYTECHNIC
ENGINEERING, INC.
THIRD. Said corporation is formed (as permitted by Section 7-2-3 of the
General Laws) for the purpose of designing, and consultants of and for machinery
and other personal property and also for the purpose of manufacturing, buying,
selling and otherwise dealing in personal property of every nature and
description and doing all things incidental thereto.
In addition to the foregoing, said corporation shall have the following
powers and authority, viz:-(See Section 7-2-10 of the General Laws.)
19
To do any lawful act which is necessary or proper to accomplish the purposes
of its incorporation. Without limit or enlarging the effect of this general
grant of authority, it is hereby specifically provided that every corporation
shall have, power:
(a) to have perpetual, succession in its corporate name; unless a period for
its duration is limited in its articles of association or charter;
(b) to sue and be sued in its corporate name;
(c) to have and use a common seal, and alter the same at pleasure;
(d) to elect such officers and appoint such agents as its business requires,
and to fix their compensation and define their duties;
(e) to make by-laws not inconsistent with the Constitution or laws of the
United States or of this state, or with the corporation's charter, or articles
of association determining the time and place of holding and the manner of
calling; and of conducting meetings of its stockholders and directors, the
manner of electing its officers and directors, the mode of voting by proxy, the
number, qualifications, powers duties and term of office of its officers and
directors, tie number of directors and of shares of stock necessary to
constitute a quorum, which number may be less than a majority, and the method of
making demand for payment of subscriptions to its capital stock, and providing
for an executive committee to be elected from and by the board of directors and
defining its powers and duties, and containing any other provisions, whether of
the same or of a different nature, for the management of the corporation's
property and the regulation and government of its affairs;
(f) to make contracts, incur liabilities and borrow money;
(g) to acquire, hold, sell and transfer shares of its own capital stock;
provided, that no corporation shall use its funds or property for the purchase
of its own shares of capital stock when such use would cause nay impairment of
the capital of the corporation;
(h) to acquire, hold, sell, assign, transfer, mortgage, pledge or otherwise
dispose of any bonds, securities or evidences of indebtedness created by, or the
shares of the capital stock of, any other corporation or corporations of this
state or of any other state, country, nation or government, and while owner of
said stock to exercise all the rights, powers and privileges of ownership
including the; right to vote thereon;
(i) to guarantee any bonds, securities or evidences of indebtedness created
by or dividends on or a certain amount per share in liquidation of the capital
stock of any other corporation or corporations created by this state or by any
other state, country, nation or government;
(j) to acquire, hold, use, manage, convey, lease; mortgage, pledge or
otherwise dispose of within or without this state any other property, real or
personal, which its purposes shall require;
(k) to conduct business and have offices in this state and elsewhere;
provided, however, that nothing in this section contained shall authorize any
corporation to carry on the business of a bank, savings bank or trust company.
FOURTH. Said corporation shall be located in Providence, Rhode Island.
FIFTH. The TOTAL amount of authorized capital stock of said corporation,
with par value, shall be _________________________ ($____________) dollars as
follows, viz: Common stock in the amount of ___________________ ($____________)
dollars to be divided into ___________________ (____________) shares of the par
value of ___________________ ($____________) dollars each; and Preferred stock
in the amount of ___________________ ($____________) dollars, to be divided into
___________________ (____________) shares of the par value of
___________________ ($____________) dollars each.
(Or if capital stock is without par value)
The TOTAL number of shares of capital stock authorized, without par value,
shall be One Thousand (1000---) shares as follows, viz: -- One Thousand -----
(1000 ---) shares of Common Stock,
20
without par value; and ___________________ (____________) shares of Preferred
stock, without par value.
If capital stock is divided into two or more classes) Description of
several classes of stock, including terms on which they are created, and voting
rights of each, viz:-
The corporation shall have the right in case of sale of any stock by any
stockholder to purchase said stock at the lowest price at which such stockholder
is willing to sell the same before such stock may be sold to any other party;
and no sale of any stock to any party other than the corporation shall be valid
unless such stock shall have first been offered in writing to the corporation at
the lowest price at which the holder thereof is willing to sell, and unless such
offer shall have been rejected or shall not have been acted upon by the
corporation within thirty (30) days after such offer is made. The Board of
Directors shall have the power to accept or reject such offer on behalf of the
corporation.
Any stockholder who shall have offered his stock for sale to the
corporation in accordance with the foregoing provisions may at any time within
sixty (60) days after the rejection of such offer by the corporation, or if the
corporation shall neither accept nor reject such offer, then within ninety (90)
days after such offer shall have been received by the corporation, sell the
stock so offered to the corporation to any other party, but not for a price
lower than that at which such stock shall have been previously offered to the
corporation and the corporation may require affidavits and other evidence,
documentary or otherwise, to its satisfaction, from the stockholder and
purchaser of such stock as to the price paid therefore before transferring such
stock upon the books of the corporation. The Directors may in particular
instances consent to any such proposed sale, but no such consent or waiver shall
extend to other or subsequent instances.
SIXTH. (If not perpetual) The period of duration of said corporation
shall terminate:
_____________________________________________________.
(Further provisions not inconsistent with law)
SEVENTH. To guarantee any bonds, securities or evidence of indebtedness
created by or dividends on or a certain amount per share in liquidation of the
capital stock of, any other corporation or corporations created by this state or
by any other state, country, nation or government.
EIGHTH.
NINTH.
21
IN TESTIMONY WHEREOF. We have hereunto set our hands and stated our
residences this 21st day of June, A.D. 1960:
NAME RESIDENCE
(No. Street, City or Town)
State of Rhode Island, in the City of Providence, County of Providence in said
county this 21st day of June, A.D. 1960 then personally appeared before me E.
Harold Dick, Joseph B. Carty and Lloma E. Saunders, each and all known to me and
known by me to be the parties executing the foregoing instrument, and they
severally acknowledged said instrument by them subscribed to be their free act
and deed.
_____________________
Notary Public
22
575
(BUSINESS CORPORATION)
ORIGINAL
ARTICLES OF ASSOCIATION OF
POLYECHNIC ENGINEERING,.,INC
FILED IN THE OFFICE OF THE
SECRETARY OF STATE
JUN 22, 1960
23