ARTICLES OF INCORPORATION
OF
INTERSTATE ELECTRONICS CORPORATION
I
The name of this corporation is:
INTERSTATE ELECTRONICS CORPORATION
II
The purposes for which this corporation is formed are:
(a) To engage initially in the primary business of developing,
manufacturing, assembling, distributing and selling products utilizing
electrons and involving the science of electronics.
(b) To act as a partner and joint venturer and to enter into
copartnership and joint venture agreements with other corporations and
with individuals.
(c) To engage in any business or activity permitted under
the Corporations Code of the State of California.
III
The principal office for the transaction of the business of
this corporation is to be located in the County of Los Angeles, State of
California.
IV
The number of directors of this corporation is three, and the
names and addresses of the persons who are appointed to act as the first
directors are:
H. W. Darling Beverly Hills, California
D. K. Hall Los Angeles, California
T. F. Call Los Angeles, California
V
The total number of shares which this corporation is
authorized to issue is 25,000. The aggregate par value of all shares is
$25,000.00, and the par value of each share is $1.00.
Executed on May 19, 1955.
/s/ H. W. Darling
------------------------
H. W. Darling
/s/ D. K. Hall
---------------------
D. K. Hall
/s/ T. F. Call
---------------------
T. F. Call
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On this 19th day of May, 1955, before me, the undersigned, a
notary public in and for the County of Los Angeles, State of California,
personally appeared H. W. DARLING, D. K. HALL and T. F. CALL, known to me to be
the persons named as the first directors in the foregoing Articles of
Incorporation and whose names are subscribed thereto, and severally acknowledged
to me that they executed the same.
/s/ June M. Lane
----------------------------
Notary Public in and for said
County and State.
(Notarial Seal)
Original filed with California Secretary of State - May 20, 1955.
Certified Copy filed with Los Angeles County Clerk - August 3, 1956.
Certified Copy filed with Orange County Clerk - August 3, 1956.
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION OF
INTERSTATE ELECTRONICS CORPORATION
D. K. HALL and T. F. CALL, as incorporators of INTERSTATE ELECTRONICS
CORPORATION, certify:
1. The signatories constitute two of the three incorporators of
INTERSTATE ELECTRONICS CORPORATION, a California corporation.
2. By adoption the signatories amend Article IV of the Articles of
Incorporation of INTERSTATE ELECTRONICS CORPORATION by amending so much thereof
as reads:
"The number of directors of this corporation is three . . . "
to read as follows:
"The number of directors of this corporation is five . . ."
3. The corporation has issued no shares and has accepted no
subscriptions for shares since the filing of its Articles with the Secretary of
State of the State of California on May 20, 1955.
EXECUTED on July 30, 1956.
/s/ D. K. Hall
-------------------------
D. K. Hall
/s/ T. F. Call
-------------------------
T. F. Call
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
D. K. HALL and T. F. CALL, being first duly sworn, each for himself
states:
The matters set forth in the foregoing Certificate of Amendment are
true of his own knowledge.
/s/ D. K. Hall
-------------------------
D. K. Hall
T. F. Call
-------------------------
T. F. Call
Subscribed and sworn to before
me this 30th day of July, 1956.
June M. Lane
- -----------------------------
Notary Public in and for said
County and State
(SEAL)
My Commission Expires Aug. 30, 1958
Original filed with California Secretary of State - July 31, 1956.
Certified Copy filed with Los Angeles County Clerk - August 3, 1956.
Certified Copy filed with Orange County Clerk - August 3, 1956.
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION OF
INTERSTATE ELECTRONICS CORPORATION
H. W. DARLING, D. K. HALL and T. F. CALL, as the incorporators of
INTERSTATE ELECTRONICS CORPORATION, certify:
1. The signatories constitute all of the incorporators of INTERSTATE
ELECTRONICS CORPORATION, a California corporation.
2. By adoption the signatories amend Article V of the Articles of
Incorporation to read:
"V
The total number of shares which this corporation is authorized
to issue is 1,000,000. The aggregate par value of all shares is
$1,000,000.00, and the par value of each share is $1.00."
3. The corporation has issued no shares and has accepted no
subscriptions for shares since the filing of its Articles with the Secretary of
State of the State of California on May 20, 1955.
EXECUTED on May 17, 1956.
/s/ H. W. Darling
-------------------------
H. W. Darling
/s/ D. K. Hall
-------------------------
D. K. Hall
/s/ T. F. Call
-------------------------
T. F. Call
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
H. W. DARLING, D. K. HALL and T. F. CALL, being first duly sworn, each
for himself states:
The matters set forth in the foregoing Certificate of Amendment are
true of his own knowledge.
/s/ H. W. Darling
-------------------------
H. W. Darling
/s/ D. K. Hall
-------------------------
D. K. Hall
/s/ T. F. Call
-------------------------
T. F. Call
Subscribed and sworn to before me
this 17th day of May, 1956
/s/ June M. Lane
- -----------------------------
Notary Public in and for said
County and State
(SEAL)
My Commission Expires Aug. 30, 1958
Original filed with California Secretary of State - May 22, 1956.
Certified Copy filed with Los Angeles County Clerk - August 3, 1956.
Certified Copy filed with Orange County Clerk - August 3, 1956.
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION OF
INTERSTATE ELECTRONICS CORPORATION
PAUL H. REEDY, as the President, and JOHN A. COLEGROVE, as the
Secretary, of Interstate Electronics Corporation, a California corporation,
certify:
1. At a special meeting of the Board of Directors of Interstate
Electronics Corporation held on May 5, 1958, the following resolution was
adopted:
"RESOLVED, that the Articles of Incorporation of this
corporation be and they are amended by amending Article V to read:
'V
The total number of shares which this corporation is
authorized to issue is 5,000,000. The aggregate par value of all shares
is $5,000,000.00 and the par value of each share is $1.00.'"
2. Subsequent to the adoption of the above resolution and prior to the
execution of this Certificate, all the shareholders of Interstate Electronics
Corporation executed and filed with the Secretary of the corporation their
written consent to the foregoing amendment of the Articles of the corporation. A
conformed copy of the written consent is attached to this Certificate.
WRITTEN CONSENT OF SHAREHOLDERS TO
AMENDMENT OF ARTICLES OF INCORPORATION OF
INTERSTATE ELECTRONICS CORPORATION
WHEREAS, at a special meeting of the Board of Directors of Interstate
Electronics Corporation held on May 5, 1958, the following resolution was
adopted:
"RESOLVED, that the Articles of Incorporation of this corporation be
and they are amended by amending Article V to read:
'V
The total number of shares which this corporation is
authorized to issue is 5,000,000. The aggregate par value of all shares
is $5,000,000.00 and the par value of each share is $1.00.'"
NOW, THEREFORE, the undersigned shareholders of Interstate Electronics
Corporation, and each of them, by the execution of this instrument adopt,
approve and consent to the amendment of Article V of the Articles of
Incorporation of Interstate Electronics Corporation to read as set forth in the
resolution of the corporation's Board of Directors.
Date of Number of
Name of Shareholder Signing Shares Held
------------------- ------- -----------
Interstate Engineering Corporation
By /s/ Frank E. Booth, May 5, 1958 200,000
-------------------------------
President
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION OF
INTERSTATE ELECTRONICS CORPORATION
ALFRED V. GANGNES and DONALD W. HIGBEE certify:
1. They are the President and the Secretary, respectively, of
Interstate Electronics Corporation, a California corporation.
2. By unanimous written consent of the board of directors of the
Corporation without a meeting, the directors being authorized to so act by the
By-laws of the Corporation, the following resolution was adopted as of April 28,
1971:
"RESOLVED, that the Articles of Incorporation of this
corporation be and they are amended by amending Article III to read:
'III
The county in the State of California where the principal
office for the transaction of business of this corporation is located
is Orange County.'"
3. The sole shareholder of the Corporation has adopted the amendment by
written consent. The wording of the amended article, as set forth in the
shareholder's written consent, is the same as that set forth in the directors'
resolution.
4. The number of shares represented by written consent is 428,590. The
total number of shares entitled to vote or consent to the amendment is 428,590.
/s/ Alfred V. Gangnes
---------------------------------
Alfred V. Gangnes, President
/s/ Donald W. Higbee
---------------------------------
Donald W. Higbee, Secretary
Each of the undersigned declares under penalty of perjury that the
matters set forth in the foregoing Certificate are true and correct.
EXECUTED at Anaheim, California, on May 25, 1971.
/s/ Alfred V. Gangnes
---------------------------------
Alfred V. Gangnes
/s/ Donald W. Higbee
---------------------------------
Donald W. Higbee
WRITTEN CONSENT OF SOLE SHAREHOLDER TO
AMENDMENT OF ARTICLES OF INCORPORATION OF
INTERSTATE ELECTRONICS CORPORATION
WHEREAS, by unanimous written consent of the board of directors of
Interstate Electronics Corporation without a meeting, the directors being
authorized to so act by the By-laws of the Corporation, the following resolution
was adopted as of April 28, 1971:
"RESOLVED, that the Articles of Incorporation of this
corporation be and they are amended by amending Article III to read:
'III
The county in the State of California where the principal
office for the transaction of business of this corporation is located
is Orange County.'"
NOW, THEREFORE, the undersigned, as sole shareholder of Interstate
Electronics Corporation, by the execution of this instrument, adopts, approves
and consents to the amendment of Article III of the Articles of Incorporation of
Interstate Electronics Corporation to read as set forth in the foregoing
directors' resolution.
EXECUTED as of April 28, 1971.
A-T-O INC., an Ohio corporation,
By /s/
--------------------------------
President
By /s/
--------------------------------
Secretary
CERTIFICATE OF OWNERSHIP
MERGING
CONRAC SCD, INC.
INTO
INTERSTATE ELECTRONICS CORPORATION
We, Lawrence A. LaCotti, the President, and Cheri A. Costello, the
Assistant Secretary, of Interstate Electronics Corporation, do hereby certify:
1. That they are the President and Assistant Secretary of this Corporation.
2. That this corporation is duly organized and existing under the laws of
the State of California.
3. That this corporation owns 100 percent of the outstanding shares of
Conrac SCD, Inc., a corporation duly organized and existing under the laws of
the State of Delaware, the provisions of which permit a merger in the same
manner provided by Section 1110 of the California Corporations Code.
4. That the following resolution was duly adopted and approved by the board
of directors of this corporation:
RESOLVED that Interstate Electronics Corporation merge, and does hereby
merge into itself Conrac SCD, Inc., its subsidiary, and assumes all of its
obligations pursuant to Section 1110 of the California Corporations Code.
Each of the undersigned declares under penalty of perjury that the
statements contained in the foregoing certificate are true of their own
knowledge. Executed at Willoughby, Ohio, on March 18, 1992.
/s/ Lawrence A. LaCotti
--------------------------------
Lawrence A. LaCotti
/s/ Cheri A. Costello
--------------------------------
Cheri A. Costello