EXHIBIT 3.45
ARTICLES OF INCORPORATION
STATE OF OKLAHOMA, )
) SS.
County of Kingfisher, )
TO ANDY ANDERSON, SECRETARY OF STATE OF THE STATE OF OKLAHOMA:
We, the undersigned incorporators,
NAME ADDRESS CITY STATE
Ambrose M. Keyser Okarche, Oklahoma
Paul J. Winger 11006 S. Homan, Chicago 43, Illinois
Inez B. Keyser Okarche, Oklahoma
being persons legally competent to enter into contracts, for the purpose of
forming a corporation under "The Business Corporation Act" of the State of
Oklahoma, do hereby adopt the following Articles of Incorporation:
ARTICLE ONE
The name of this corporation is:
Temtrol, Inc.
ARTICLE TWO
The address of its registered office in the State of Oklahoma is Okarche,
Oklahoma, and the name of its registered agent is Ambrose M. Keyser, his address
being Okarche, Oklahoma.
ARTICLE THREE
The duration of the corporation is 50 years.
ARTICLE FOUR
The purpose or purposes for which this corporation is formed are:
To engage in the manufacture, fabrication, sale, distribution,
exchange and repair of air-conditioning equipment, accessories to
air-conditioning equipment, and any and all business and transactions relating
thereto.
ARTICLE FIVE
The aggregate number of shares which the corporation shall have authority
to allot is 1000, divided into one class. The designation of such class is
"Common", and the par value of the shares of such class is $100.00, making a
total of $100,000.00.
ARTICLE SIX
The amount of stated capital with which it will begin business is
$35,000.00, which has been fully paid in.
ARTICLE SEVEN
The number and class of shares to be allotted by the corporation before it
shall begin business, and the consideration to be received by the corporation
therefor, are:
CONSIDERATION TO BE
CLASS OF SHARES NUMBER OF SHARES RECEIVED THEREFOR
Common 350 $35,000.00
ARTICLE EIGHT
The number of directors to be elected at the first meeting of the
shareholders is three.
/s/ Ambrose M. Keyser
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Ambrose M. Keyser
/s/ Paul J. Winger
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Paul J. Winger
/s/ Inez B. Keyser
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Inez B. Keyser
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STATE OF OKLAHOMA, )
) SS.
COUNTY OF KINGFISHER, )
Before me, a Notary Public in and for said County and State, on this 12th
day of August, 1955, personally appeared Ambrose M. Keyser, Paul J. Winger and
Inez B. Keyser, to me known to be the identical persons who executed the
foregoing Articles of Incorporation and acknowledged to me that they executed
the same as their free and voluntary act and deed for the uses and purposes
therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this day and year
above written.
(SEAL) [Illegible] Andrews
--------------------------
Notary Public
My commission expires: June 21, 1958
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AMENDED ARTICLES OF INCORPORATION AMENDING AND EXTENDING
PRIOR AMENDED ARTICLES OF INCORPORATION
Secretary of State
State of Oklahoma
Corporation Division
State Capitol Building
2300 N. Walnut
Oklahoma City, Oklahoma 73105
Pursuant to Section 1.162 of the Business Corporation Act of Oklahoma, the
undersigned directors of the Corporation certify the following:
The present name of the Corporation is Temtrol, Inc. The name under which,
it was originally incorporated was Temtrol, Inc.
An amendment to the Corporation's Articles of Incorporation was adopted by
the Board of Directors on January 14, 1985.
Article Number Three currently reads as follows:
The duration of the corporation is 50 years.
Article Number Three is amended to read as follows:
The duration of the Corporation is perpetual.
Of the 669 1/2 shares outstanding, 669 1/2 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:
Number of
Class Outstanding Shares
- ----- ------------------
Common 669 1/2
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The number of shares voted for and against the amendment was as follows:
Class No. Voted For No. Voted Against
- ----- ------------- -----------------
Common 669 1/2 0
The amendment did not change the number or par value of authorized shares
having a par value. The amendment did not change the number of authorized shares
without par value.
The amendment did not provide for an exchange, reclassification, or
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.
IN WITNESS WHEREOF, the undersigned Chairman and President of the
Corporation has executed this instrument in duplicate and affixed its corporate
seal hereto on the 14th day of January, 1985.
[Corporate Seal] TEMTROL, INC.
[Illegible]
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Chairman
ATTEST:
/s/ George Halko
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President
[Illegible]
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(Assistant) Secretary
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