EXHIBIT 3.15
ARTICLES OF INCORPORATION
OF
NORTEK SUB, INC.
THE UNDERSIGNED, being a natural person of the age of eighteen years or
more, and acting as the incorporator of a corporation to be organized pursuant
to the provisions of The General and Business Corporation Law of Missouri, does
hereby adopt the following Articles of Incorporation.
ARTICLE ONE
The name of the corporation is NORTEK SUB, INC.
ARTICLE TWO
The address of the initial registered office of the corporation in the
State of Missouri is 222 East Dunklin Street, in the City of Jefferson City
65101, and the name of its initial registered agent at such address is
Corporation Service Company d/b/a CSC-Lawyers Incorporating Service Company.
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ARTICLE THREE
The aggregate number of shares which the corporation shall have authority
to issue is 30,000, all of which are without par value, and all of which are of
one class and are designated as Common shares.
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ARTICLE FOUR
No holder of any of the shares of any class of the corporation shall be
entitled as of right to subscribe for, purchase, or otherwise acquire any shares
of any class of the corporation which the corporation proposes to issue or any
rights or options which the corporation proposes to grant for the purchase of
shares of any class of the corporation or for the purchase of any shares, bonds,
securities, or obligations of the corporation which are convertible into or
exchangeable for, or which carry any rights, to subscribe for, purchase, or
otherwise acquire shares of any class of the corporation; and any and all of
such shares, bonds, securities, or obligations of the corporation, whether now
or hereafter authorized or created, may be issued, or may be reissued or
transferred if the same have been reacquired and have treasury status, and any
and all of such rights and options may be granted by the Board of Directors to
such persons, firms, corporations, and associations, and for such lawful
consideration, and on such terms, as the Board of Directors in its discretion
may determine, without first offering the same, or any thereof, to any said
holder.
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ARTICLE FIVE
The name and the place of residence of the incorporator are as follows:
NAME RESIDENCE
Suzanne Cryan, c/o 84 State Street
Corporation Service Company Boston, MA 02109
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ARTICLE SIX
The number of directors to constitute the Board of Directors of the
corporation until changed in the manner prescribed by the provisions of The
General and Business Corporation Law of Missouri is two.
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ARTICLE SEVEN
The duration of the corporation is to be perpetual.
ARTICLE EIGHT
The corporation is formed to engage in any lawful business and, without
limiting the generality of the foregoing, for the following purposes:
To have all of the powers conferred upon corporations organized under The
General and Business Corporation Law of Missouri.
ARTICLE NINE
1. The Board of Directors may make, alter, and repeal the Bylaws of the
corporation except any Bylaw the control over which is vested in the
shareholders entitled to vote under the provisions of The General and Business
Corporation Law of Missouri.
2. The corporation shall, to the fullest extent permitted by thy
provisions of The General and Business Corporation Law of Missouri, as the same
may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under mented, indemnify any and all persons whom it
shall have power to indemnify under mented, indemnify any and all persons whom
it shall have power to indemnify under said provisions from and against any and
all expenses, liabilities, or other matters referred to in or covered by said
provisions.
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Signed on January 27, 1999
/s/ Suzanne Cryan
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Suzanne Cryan, Incorporator
STATE OF MASSACHUSETTS )
) SS.
COUNTY OF SUFFOLK )
I, Amy Marcus , a notary public, do hereby certify that on the 27th day of
January, 1999, personally appeared before me, Suzanne Cryan, who being by me
first duly sworn, declared that he is the person who signed the foregoing
document as incorporator, and that the statements therein contained are true.
/s/ Amy R. Marcus
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Notary Public
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STATE OF MISSOURI
REBECCA MCDOWELL COOK, SECRETARY OF STATE
CORPORATION DIVISION
AMENDMENT OF ARTICLES OF INCORPORATION
(TO BE SUBMITTED IN DUPLICATE)
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is Nortek Sub, Inc.
The name under which it was originally organized was Nortek Sub, Inc.
2. An amendment to the Corporation's Articles of Incorporation was adopted by
the shareholders on May 7, 1999
3. Article Number 1 is amended to read as follows:
1. The name of the corporation is J.A.R. Industries, Inc.
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(If more than one article is to be amended or more space is needed
attach fly sheet.)
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4. Of the 100 shares outstanding, 100 of such shares were entitled to vote on
such amendment.
The number of outstanding shares of any class ENTITLED TO VOTE THEREON AS
A CLASS WERE AS FOLLOWS:
Class Number of Outstanding Shares
- ----- ----------------------------
Common 100
5. The number of shares voted for and against the amendment was as follows:
Class No. Voted For No. Voted Against
- ----- ------------- -----------------
Common 100 0
6. If the amendment changed the number or par value of authorized shares
having a par value, the amount in dollars of authorized shares having a
par value as changed is:
n/a
If the amendment changed the number of authorized shares without par
value, the authorized number of shares without par value as changed and
the consideration proposed to be received for such increased authorized
shares without par value as are to be presently issued are:
n/a
7. If the amendment provides for an exchange, reclassification, of
cancellation of issued shares, or a reduction of the number of authorized
shares of any class below the number of issued shares of that class, the
following is a statement of the manner in which such reduction shall be
effected:
n/a
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IN WITNESS WHEREOF, the undersigned, Richard J. Harris, Vice President
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President or Vice President
has executed this instrument and its
----------------------------------- has
Secretary or Assistant Secretary
affixed its corporate seal hereto and attested said seal on the 7th day of May
1999
PLACE
CORPORATE SEAL
HERE
(IF NO SEAL, STATE "NONE.")
NORTEK SUB, INC.
Name of Corporation
ATTEST:
/s/ Michael J. Sharon /s/ Richard J. Harris
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Michael J. Sharon Richard J. Harris, Vice President
State of RHODE ISLAND
ss.
County of PROVIDENCE
I, Dawn M. Urbanowicz, a Notary Public, do hereby certify that on this 7th day
of May, 1999, personally appeared before me Richard J. Harris who, being by me
first duly sworn, declared that he is the Vice President and Treasurer
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of Notek Sub, Inc. that he signed the foregoing documents as Vice President and
Treasurer of the corporation, and that the statements therein contained are
true.
/s/ Dawn M. Urbanowicz
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Notary Public
My commission expires April 27, 2002
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