Exhibit 3.41
CERTIFICATE OF INCORPORATION
OF
NORTEK SUB 1995, INC.
FIRST: The name of the Corporation is Nortek Sub 1995, Inc.
SECOND: The registered office of the Corporation in the State of Delaware
is located at 32 Loockerman Square, Suite L-100, in the City of Dover, County of
Kent. The name and address of its registered agent is The Prentice-Hall
Corporation System, Inc., 32 Loockerman Square, Suite L-100, Dover, Delaware
19901.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized ----- under the General
Corporation Laws of the State of Delaware.
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is Three Thousand (3,000) shares of common Stock of the
par value of One Cent ($.01) per share.
FIFTH: The name and mailing address of the incorporator is Michael J.
Sharon, Nortek, Inc., 50 Kennedy Plaza, Providence, RI 02903.
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: Elections of Directors need not be by written ballot unless the
by-laws of the Corporation so provide.
EIGHTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors of the Corporation is
authorized and empowered to adopt, alter, amend and repeal the by-laws of the
Corporation in any manner not inconsistent with the laws of the State of
Delaware.
NINTH: The Corporation shall indemnify its officers, directors, employees
and agents to the fullest extent permitted by the General Corporation Laws of
Delaware.
TENTH: 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 statutory provision) 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.
ELEVENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in the Certificate of Incorporation, in the
manner now hereafter prescribed by statute.
TWELFTH: A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the Delaware General Corporation Law
as the same exists or may hereafter be amended. No amendment or repeal of this
Article TWELFTH shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment or repeal.
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I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Laws of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 29th day of August, 1995.
/s/ Michael J. Sharon
--------------------------------
Michael J. Sharon
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
NORTEK SUB 1995, INC.
Nortek Sub 1995, 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 First thereof in its entirety and by
substituting in lieu thereof the following new Article First:
FIRST: The name of the Corporation is Rangaire, 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 27th day of November, 1995.
NORTEK SUB 1995, INC.
By: /s/ Richard J. Harris
---------------------------------
Vice President
By:[Illegible]
----------------------------------
Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
RANGAIRE, INC.
Rangaire, 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 First thereof in its entirety and by substituting in lieu
thereof the following new Article First:
FIRST: The name of the Corporation is Rangaire LP, 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 15th day of January, 1997.
RANGAIRE, INC.
By: /s/ Richard J. Harris
------------------------------
Vice President
Richard J. Harris
By: /s/ Michael J. Sharon
------------------------------
Assistant Secretary
Michael J. Sharon
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January 21, 1997
To the Delaware Secretary of State
Dear Sir:
We hereby consent to the use of the name "Rangaire" by Rangaire LP, Inc.
Very truly yours,
RANGAIRE LP
By: Rangaire GP, Inc.
By: /s/ Richard J. Harris
------------------------------
Its: Vice President
Richard J. Harris
RANGAIRE GP, INC.
By: /s/ Richard J. Harris
-------------------------------
Its: Vice President
Richard J. Harris
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