Exhibit 3.29
CERTIFICATE OF INCORPORATION
OF
NORTEK SUB, INC.
The name of this corporation is Nortek Sub, Inc.
Its registered office in the State of Delaware is located at 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.
The purpose of this corporation is to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware, and to have as additional purposes all powers granted to
corporations by the laws of said State, provided that no such purpose shall
include any activity inconsistent with the General Corporation Law of said
State.
The total number of shares of stock that this corporation shall have authority
to issue is 1000 shares of Common Stock, par value $1.00 per share. Each share
of stock shall be entitled to one vote.
The name and mailing address of the incorporator is: John R. Potter, Nortek,
Inc., 50 Kennedy Plaza, Providence, Rhode Island 02903.
The election of directors need not be by ballot unless the by-laws shall so
require. Subject to the limitations and exceptions, if any, contained therein,
by-laws may be adopted, amended or repealed by the board of directors.
The corporation shall indemnify each person who is or was a director or officer
of this corporation against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement to the maximum extent permitted from time
to time under the General Corporation Law of the State of Delaware. Such
indemnification shall not be exclusive of other indemnification rights arising
under any by-law, agreement, vote of directors or stockholders or otherwise and
shall inure to the benefit of the heirs and legal representatives of such
person.
The books of the corporation may (subject to any statutory requirement) be kept
outside the State of Delaware as may be designated by the board of directors or
in the by-laws of the corporation.
The corporation reserves the right to amend, alter, change or repeal any
provision contained in this certificate of incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
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 the
facts herein stated are true, and accordingly have hereunto set my hand this
29th day of March, 1985.
/s/ John R. Potter
---------------------------
John R. Potter
CERTIFICATE OF MERGER
OF
INTERTHERM INC.
INTO
NORTEK SUB, INC.
The undersigned corporation, organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY that:
FIRST: The name and state of incorporation of each of the constituent
corporations of the merger are as follows:
Name State of Incorporation
- --------------- ----------------------
Intertherm Inc. Missouri
Nortek Sub, Inc. Delaware
SECOND: The Agreement and Plan of Merger dated as of April 2, 1985 (the
"Merger Agreement") has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations in accordance with the
requirements of Section 252(c) (and, in the case of Nortek Sub, Inc., in
accordance with subsection (a) of Section 228) of the General Corporation Law of
the State of Delaware.
THIRD: The name of the surviving corporation of the merger is Nortek Sub,
Inc., which shall be changed to "Intertherm Inc."
FOURTH: The only amendment or change in the Certificate of Incorporation
of the surviving corporation that is to be effected by the merger is that
Section 1 of such Certificate of Incorporation is amended to read in its
entirety as follows:
1. The name of this corporation is Intertherm Inc.
FIFTH: The executed Merger Agreement is on file at the principal place of
business of the surviving corporation. The address of the principal place of
business of the surviving corporation is 10820 Sunset Office Drive, St. Louis,
Missouri 63127.
SIXTH: A copy of the Merger Agreement will be furnished by the surviving
corporation, on request and without cost, to any stockholder of any constituent
corporation.
SEVENTH: The authorized capital stock of Intertherm Inc., the only
constituent corporation which is not a corporation of the State of Delaware, is
as follows:
Number of
Name of Class Authorized Shares Par Value
- ---------------------------------------------- ----------------- ---------
Preferred Stock............................... 300,000 $1.00
Common Stock.................................. 8,000,000 $1.00
---------
TOTAL...................................... 8,300,000
Dated: June ____, 1985
Nortek Sub, Inc.
By /s/ Richard L. Bready
---------------------------
Title:
Attest:
By: /s/ Richard J. Harris
---------------------------
Secretary
[SEAL]
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
INTERTHERM INC.
Intertherm Inc., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That pursuant to a unanimous consent of the Board of Directors in
accordance with Section 141 of the General Corporation Law of the State of
Delaware, dated April 30, 1987 and filed with the minutes of the board,
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of Intertherm Inc., declaring said amendment to be
advisable and authorizing the solicitation of the approval of the sole
shareholder of Intertherm Inc. The resolution setting forth the proposed
amendment is as follows:
RESOLVED: That Article 1 of the Certificate of Incorporation of this
corporation be, and it hereby is, amended to and read as follows:
"The name of this corporation is NORDYNE, INC."
SECOND: That thereafter, pursuant to the consent of the sole shareholder of
Intertherm Inc. in accordance with Section 228 of the General Corporation Law of
the State of Delaware, dated April 30, 1987, the sole shareholder approved the
amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of
Sections 141, 228 and 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of Intertherm Inc. shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, Intertherm Inc. has caused this certificate to be signed by
its President and Secretary, this 1st day of May, 1987.
INTERTHERM INC.
By: /s/ Richard L. Bready
-------------------------------
President
ATTEST: /s/ John R. Potter
---------------------------
Secretary
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation")
is
NORDYNE, INC.
2. The registered office of the corporation within the State of
Delaware is hereby changed to 32 Loockerman Square, Suite L-100, City of Dover
19901, County of Kent.
3. The registered agent of the corporation within the State of Delaware
is hereby changed to The Prentice-Hall Corporation System, Inc., the business
office of which is identical with the registered office of the corporation as
hereby changed.
4. The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.
Signed on Mar 10, 1993.
/s/ Richard J. Harris
-----------------------------
Vice President
Attest:
/s/ Kevin Donnelly
- ---------------------------
Kevin Donnelly Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
NORDYNE, INC.
Nordyne, Inc. (the "Corporation"), a Delaware corporation, does hereby certify
as follows:
1. The Certificate of Incorporation of the Corporation is hereby amended by
striking out Article 1 thereof in its entirety and by substituting in lieu
thereof the following new Article 1:
"1. The name of this corporation is Nordyne Inc."
2. This amendment has been duly adopted in accordance with the provisions of
Sections 228 and 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by
its Vice President and Secretary this 1st day of April, 1993.
NORDYNE, INC.
By: /s/ Richard J. Harris
--------------------------
Vice President
By: /s/ Kevin Donnelly
--------------------------
Secretary