Exhibit 3.3
CERTIFICATE OF INCORPORATION
OF
NTK/GAC ACQUISITION CORP.
FIRST: The name of the Corporation is NTK/CAC Acquisition Corp.
SECOND: The registered office of the Corporation in the State of Delaware
is located at Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name and address of its registered agent
is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801.
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 Dollar ($1.00) per share.
FIFTH: The affirmative vote or consent of the holders of greater than
Fifty-One Percent (51%) of the outstanding Common Stock of the Corporation shall
be necessary to approve any action to be taken by the stockholders of the
Corporation.
SIXTH: The names and addresses of those persons who shall serve as
Directors of the Corporation until the first annual meeting of the stockholders
of the Corporation or until their successors are elected and qualified are as
follows:
NAMES MAILING ADDRESSES
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Ralph R. Papitto c/o Nortek, Inc.,
19th Floor
Fleet Center
Providence, RI 02903
Richard L. Bready c/o Nortek, Inc.,
19th Floor
Fleet Center
Providence-RI C2903
Richard Harris c/o Nortek, Inc.,
19th Floor
Fleet Center
Providence, RI 02903
SEVENTH: The name and mailing address of the Incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
Laura N. Wilkinson, Esquire 2100 Hospital Trust Tower
Providence, RI 02903
EIGHTH: The Corporation is to have perpetual existence.
NINTH: Elections of Directors need not be by written ballot unless the
By-laws of the Corporation so provide.
TENTH: 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.
ELEVENTH: The Corporation shall indemnify its officers, directors,
employees and agents to the extent permitted by the General Corporation Laws of
Delaware.
TWELFTH: 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.
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THIRTEENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in Certificate of Incorporation, in the manner
now or hereafter prescribed by statute.
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 is 15th day of December, 1986.
/s/ Laura N. Wilkinson
---------------------------
Laura N. Wilkinson
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CERTIFICATE OF AMENDMENT
OF
THE CERTIFICATE OF INCORPORATION
OF
NTK/GAC ACQUISITION CORP.
NTK/GAC ACQUISITION CORP., 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 Written Consent of the Board of
Directors in accordance with Section 141 of the General Corporation Law of the
State of Delaware, dated December 23, 1988, and filed with the minutes of the
board, resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of NTK/GAC Acquisition Corp., declaring said
amendment to be advisable and authorizing the solicitation of the approval of
the Sole Shareholder of NTK/GAC Acquisition Corp. The resolution setting forth
the proposed amendment is as follows:
RESOLVED: That effective December 29, 1988 Article FIRST of the
Certificate of Incorporation of this corporation be, and it hereby is,
amended to read as follows:
"The name of this corporation is Aubrey Manufacturing, Inc."
SECOND: That thereafter, pursuant to the Written Consent of Sole
Shareholder of NTK/GAC Acquisition Corp. in accordance with Section 228 of the
General Corporation Law of the State of Delaware, dated December 27, 1988, 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.
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FOURTH: That the capital of NTK/GAC Acquisition Corp. shall not be reduced
under or by reasons of said amendment.
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IN WITNESS WHEREOF, NTK/GAC Acquisition Corp. has caused this certificate
to be signed by its Vice President and Secretary, this 12th day of January,
1989.
NTK/GAC ACQUISITION CORP.
By: /s/ Richard L. Bready
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Vice President
Attest /s/ John R. Potter
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Secretary
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