Exhibit 3.31
CERTIFICATE OF INCORPORATION
OF
NT ACQUISITION CORP.
* * *
1. The name of the corporation is
NT ACQUISITION CORP.
2. The address of its registered office in the State of Delaware is
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 total number of shares of stock which the corporation shall have
authority to issue is fifteen million five hundred thousand (15,500,000) of
which stock fifteen million (15,000,000) shares of the par value of One Cent
($.01) each, amounting in the aggregate to One Hundred Fifty Thousand Dollars
($150,000.00) shall be Common stock and of which five hundred thousand (500,000)
shares of the par value of One Cent ($.01) each, amounting in the aggregate to
Five Thousand Dollars ($5,000.00) shall be Preferred stock.
The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof may be determined at a later
date by the board of directors.
5. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
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D. A. Hampton Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
S. M. Fraticelli Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
S. J. Eppard Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the by-laws of the corporation.
8. Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.
9. 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, any and all rights conferred upon
stockholders herein are granted subject to this reservation.
WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of
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Delaware, do make this certificate, hereby declaring and certifying that this is
our act and deed and the facts herein stated are true, and accordingly have
hereunto set our hands this 10th day of January, 1985.
/s/ D.A.Hampton
----------------------------
D. A. Hampton
/s/ S.M.Fraticelli
-----------------------------
S. M. Fraticelli
/s/ S.J.Eppard
-----------------------------
S.J.Eppard
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
NT ACQUISITION CORP.
IT IS HEREBY CERTIFIED THAT:
1. The name of the corporation (hereinafter called the "corporation") is
NT ACQUISITION CORP.
2. The Certificate of Incorporation of the corporation is hereby amended
by striking out Article FIRST thereof and by substituting in lieu of said
Article the following new Article:
"FIRST: The name of the corporation (hereinafter called the "corporation")
is:
NUTONE INC."
3. The amendment of the Certificate of Incorporation herein certified 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 undersigned has subscribed this document on this
9th day of May, 1985 and does hereby affirm, under penalties of perjury, that
the statements contained therein are true and correct.
NT ACQUISITION CORP.
By: /s/ William Belzberg
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William Belzberg, President
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Attest:
/s/ John C. Crum
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John C. Crum, Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
NUTONE INC.
IT IS HEREBY CERTIFIED THAT:
1. The name of the corporation (hereinafter called the
"Corporation") is NUTONE INC.
2. The Certificate of Incorporation of the Corporation is hereby
amended by striking out Article 4 thereof and by substituting in lieu of said
Article the following new Article:
"4. The total number of shares, of stock which the
Corporation shall have authority to issue is One Thousand (1,000), all of
which shall be Common Stock. Each of such shares shall have a par value of
$.01."
3. The amendment of the Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions of Sections
228 and 242 of the General Corporation Law of the State of Delaware.
Signed and attested to on August 14, 1986.
By: /s/ Federick F. Schauder
------------------------------
Frederick F. Schauder,
Executive Vice President
Attest:
/s/ Stewart Hudnut
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Stewart Hudnut, Secretary
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CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
NAC HOLDINGS CORPORATION
WITH AND INTO
NUTONE INC.
Pursuant to Section 253 of the General Corporation
Law of the State of Delaware
NAC Holdings Corporation, a Delaware corporation (the "Company"),
desiring to merge with and into NuTone Inc., a Delaware corporation ("NuTone"),
pursuant to the provisions of Section 253 of the General Corporation Law of the
State of Delaware, hereby certifies as follows:
1. Each of the Company and NuTone is a corporation organized and
validly existing under the laws of the State of Delaware.
2. The Company is the owner of all of the outstanding shares of each
class of capital stock of NuTone.
3. On June 29, 1987, the Hoard of Directors of the Company adopted
the following resolutions by written consent:
RESOLVED, that the Company, upon the acquisition of all of the outstanding
shares of capital stock of NuTone Inc., shall be merged with and into
NuTone Inc., which shall be the surviving corporation; and further
RESOLVED, that upon the effective time of the merger (which shall be
immediately upon the filing of an appropriate Certificate of Ownership and
merger in accordance with Section 253 of the General Corporation Law of
the State of Delaware), (i) all of the issued and outstanding shares of
common stock, par value $.01 per share, of NuTone Inc. owned by the
Company shall be cancelled, (ii) each issued and outstanding share of the
Company ("Company Common Stock") shall be converted into one (1) share of
common stock, par value $.01 per share, of the surviving corporation
(which shall be issued upon the surrender of each such share of Company
Common Stock) and (iii) each issued and outstanding share of 8$ Series A
Cumulative Preferred Stock of the Company ("Company Preferred Stock")
shall be converted into one (1) share of 8% Series A
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Cumulative Preferred Stock of the surviving corporation (which shall be
issued upon the surrender of each such share of Company Preferred Stock);
and further
RESOLVED, that the Certificate of Incorporation, as amended, of NuTone
Inc. shall be the Certificate of Incorporation of the surviving
corporation, except that such Certificate of incorporation shall be
amended in its entirety to read as set forth in Exhibit A to the
Certificate of Ownership and Merger to be filed in accordance with Section
253 of the General Corporation Law of the State of Delaware; and further
RESOLVED, that the form of By-Laws attached as Exhibit B to the
Certificate of Ownership and Merger shall be the By-Laws of the surviving
corporation; and further
RESOLVED, that the number of directors constituting the Board of Directors
of the surviving corporation shall be three and that the persons set forth
on Exhibit C to the Certificate of Ownership and merger shall be the
directors of the surviving corporation to serve until the next Annual
Meeting of Stockholders of the surviving corporation and until their
successors shall be elected and duly qualified; and further
RESOLVED, that following the effective time of the merger, the persons set
forth on Exhibit. D to the Certificate of Ownership and Merger shall hold
the offices indicated on Exhibit D in accordance with the By-Laws of the
Company and at the discretion of the Board of Directors; and further
RESOLVED, that the appropriate officers of the Company are authorized to
execute, in the name of the Company, and to file with the Secretary of
State of the State of Delaware, a Certificate of Ownership and merger,
setting forth a copy of these resolutions, pursuant to the provisions of
Section 253 of the General Corporation Law of the State of Delaware, such
officers being further authorized and directed to execute such documents
and take such other actions as they may deem necessary or appropriate to
effect the merger provided for by these resolutions.
4. Valor PLC and Valor B.V., holders of all of the issued and
outstanding capital stock of the Company, have approved the merger described
above by written consent in lieu of a meeting dated June 30, 1987, pursuant to
Section 228 of the General Corporation Law of the State of Delaware, each of
Valor B.V. and Valor PLC having waived the notice otherwise required by Section
253 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, NAC Holdings Corporation has caused this
Certificate of Ownership and merger to be executed in its name and on its behalf
and attested on this 30th day of June, 1987.
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NAC HOLDINGS CORPORATION
By /s/ Geoffrey M. Chinn
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Geoffrey M. Chinn
President, Secretary and
Assistant Treasurer
ATTEST:
/s/ Norman H. Davis
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Norman H. Davis
Treasurer and Assistant
Secretary
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