Exhibit 3.75
PRESCRIBED BY J. KENNETH BLACKWELL
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CENTRAL OHIO: (614) 466-3910 TOLL FREE: 1-877-SOS-FILE (1-877-767-3453)
CERTIFICATE OF AMENDMENT
BY SHAREHOLDERS TO ARTICLES OF
BFGoodrich FlightSystems, Inc.
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(Name of Corporation)
750003
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(charter number)
Kenneth L. Wagner , who is the Secretary of the above named
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(name) (title)
Ohio corporation organized for profit, does hereby certify that: (Please check
the appropriate box and complete the appropriate statements.)
|X| a meeting of the shareholders was duly called and held on May 15, 2001
at which meeting a quorum the shareholders was present in person or by
proxy, and that by the affirmative vote of the holders of shares
entitling them to exercise 100% of the voting power of the corporation,
|X| in a writing signed by all the shareholders who would be entitled to
notice of a meeting held for that purpose, the following resolution to
amend the articles was adopted:
RESOLVED, that the Articles of Incorporation of the Company be
amended by changing Article I thereof, effective June 1, 2001,
so that, as amended, said Article shall be and read as
follows:
ARTICLE I
The name of this corporation shall be Goodrich Flightsystems,
Inc.
IN WITNESS WHEREOF, the above named officer, acting for and on behalf of the
corporation, has hereunto subscribed his name on May 15, 2001.
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(his/her) (date)
Signature: /s/ Kenneth L. Wagner
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Title: Secretary
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Page 1 of 1 Version July 15, 1999
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Certificate of Amendment
By Shareholders
to the Articles of Incorporation of
Foster Airdata Systems, Inc.
George K. Sherwood, who is [ ] Chairman of the Board [ ] President [X]
Vice President (Check one) and Nicholas J. Calise, who is [X] Secretary [ ]
Assistant Secretary (Check one) of the above named Ohio corporation for profit
with its principal location at 2001 Polaris Parkway, Columbus, Ohio 43240-2001.
Ohio do hereby certify that: (check the appropriate box and complete the
appropriate statement) formerly Bath Twp. Summit City
/ / a meeting of the shareholders was duly called for the purpose of
adopting this amendment and held on ________ 19____, at which meeting
a quorum of the shareholders was present in person or by proxy, and by
the affirmative vote of the holders of shares entitling them to
exercise _____% of the voting power of the corporation.
/X/ in a writing signed by all of the shareholders who would be entitled to
notice of a meeting held for that purpose.
the following resolution to amend the articles was adopted:
On October 28, 1991 by an Action by Unanimous Written Consent
of Shareholder, Foster Airdata Systems, Inc. adopted the following resolution:
RESOLVED, that Article First of the Company's Certificate of
Incorporation be amended to read in its entirety as set forth below:
FIRST: The name of said corporation shall be BFGoodrich
FlightSystems, Inc.
SECOND: The location shall be, Columbus, Franklin
County, Ohio.
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IN WITNESS WHEREOF, the above named officers, acting for and
on behalf of the corporation, have hereto subscribed their names this 28th day
of October, 1991.
BY /s/ George K. Sherwood
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Vice President
BY /s/ Nicholas J. Calise
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Secretary
NOTE: Ohio law does not permit one officer to sign in two
capacities. Two separate signatures are required even necessitates the election
of a second officer before a filing can be made.
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CONSENT FOR USE OF SIMILAR NAME
The undersigned, Nicholas J. Calise, hereby certifies that he
is the Secretary of the B.F.Goodrich Company, a New York corporation and that
the following is a true and correct copy of resolutions duly adopted by the
Board of Directors of said Company at a meeting duly called and held on January
16, 1989 at which a quorum was present and voting, and now in full force and
effect, all as appears by the records of the Company in his official custody as
such Secretary.
RESOLVED, that the officers of the Company are hereby
authorized to consent to the incorporation and qualification of
corporations which are directly or indirectly wholly-owned subsidiaries
of the Company and the Chief Executive Officer is authorized to consent
to the incorporation and qualification of other corporations which
utilize as part of their name "B.F.Goodrich", "BFGoodrich", "Goodrich",
"BFG", or any derivation thereof or any name similar thereto, in any of
the states of the United States or the District of Columbia or in any
other jurisdiction; and
FURTHER RESOLVED, that the officers of the Company be
and they severally are authorized to do and perform each and every act
and thing and to execute and deliver any and all documents, as on the
advice of legal counsel of the Company, may be necessary or advisable
to implement the intent and purpose of the preceding resolution.
IN WITNESS WHEREOF, the undersigned has signed this
Certificate as Secretary and affixed the corporate seal of the Company this 28th
day of October, 1991.
Sincerely,
/s/ The B.F. Goodrich Company
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THE B.F.GOODRICH COMPANY
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CERTIFICATE OF MERGER
The undersigned, being the President and Assistant Secretary of BFG
Merger Subsidiary, Inc., an Ohio for profit corporation, do hereby certify that
the attached Agreement of Merger dated as of May 31, 1989, whereby Foster
Airdata Systems, Inc. shall merge into BFG Merger Subsidiary, Inc., with BFG
Merger Subsidiary, Inc. being the surviving corporation, was duly approved in a
writing signed by all of the directors of BFG Merger Subsidiary, Inc. entitled
to a notice of meeting for such purposes, and duly approved in a writing signed
by all of the shareholders of BFG Merger Subsidiary, Inc. entitled to a notice
of meeting for such purposes.
DATE: May 31, 1989 /s/
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President
/s/
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Assistant Secretary
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CERTIFICATE OF MERGER
The undersigned, being the President and Secretary of Foster Airdata
Systems, Inc., an Ohio for profit corporation, do hereby certify that the
attached Agreement of Merger dated as of May 31, 1989, whereby Foster Airdata
Systems, Inc. shall merge into BFG Merger Subsidiary, Inc., with BFG Merger
Subsidiary, Inc. being the surviving corporation, was duly approved in a writing
signed by all of the directors of Foster Airdata Systems, Inc. entitled to a
notice of a meeting for such purposes, and was approved at a meeting of the
shareholders of Foster Airdata Systems, Inc. which was duly called for such
purpose, at which meeting a quorum of the shareholders was present in person or
by proxy, and by the affirmative vote of the holders of in excess of
seventy-five percent of the voting shares of such corporation.
DATE: May 31, 1989 /s/
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President
/s/
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Secretary
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AGREEMENT OF MERGER
THIS AGREEMENT OF MERGER (this "Agreement") is made as of the 31st day
of May, 1989 by and between BFG MERGER SUBSIDIARY, INC., an Ohio corporation
(hereinafter "BFGsub") and FOSTER AIRDATA SYSTEMS, INC., an Ohio corporation
(hereinafter "Foster Co.").
WITNESSETH :
WHEREAS, as contemplated by that certain Agreement and Plan of
Reorganization (the "Reorganization Agreement"), dated as of the date hereof, by
and among The B. F. Goodrich Company ("BFG"), BFGsub, Foster Co. and the various
shareholders of Foster Co. named therein, the Board of Directors of each of
BFGsub and Foster Co. (collectively referred to as the "Constituent
Corporations" individually as a "Constituent Corporation") deems it advisable
and in the best interests of the Constituent Corporations that the Constituent
Corporations be merged in a transaction through which Foster Co. shall be merged
with and into BFGsub, with BFGsub to be the surviving corporation (the
"Surviving Corporation"), which shall continue its corporate existence under
Ohio law as a wholly-owned subsidiary of BFG; and
WHEREAS, the Board of Directors and shareholders of each of the
Constituent Corporations have approved this Agreement and the merger
contemplated hereby (the "Merger");
NOW, THEREFORE, the parties hereto agree as follows:
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THE SURVIVING CORPORATION
1.1 At the time when the Merger shall become effective as provided in
Section 4.1 hereof (the "Effective Date"), Foster Co. will merge into BFGsub and
BFGsub will be the continuing and Surviving Corporation in the Merger, which
will continue to exist under the laws of the State of Ohio, and will be the only
one of the Constituent Corporations to continue its separate corporate existence
after the Effective Date. As used in this Agreement, the term "Surviving
Corporation" refers to BFGsub at and after the Effective Date.
1.2 The name of the Surviving Corporation shall be Foster Airdata Systems,
Inc.
1.3 The existing articles of incorporation of BFGsub shall be the articles
of the Surviving Corporation until amended in accordance with law, provided,
however, that the name of the Surviving Corporation shall be as set forth in
Section 1.2 hereof.
1.4 The Code of Regulations of BFGsub existing at the Effective Date shall
be the Code of Regulations of the Surviving Corporation until amended in
accordance with law, provided, however, that the name of the Surviving
Corporation shall be as set forth in Section 1.2 hereof.
1.5 The officers and directors of BFGsub at the Effective Date shall be the
officers and directors of the Surviving Corporation existing at the Effective
Date until changed in accordance with the law.
1.6 The name and address of the statutory agent in Ohio upon whom any
process, notice or demand against either Constituent Corporation or the
Surviving Corporation may be served is:
CT Corporation System
815 Superior Ave., N. E.
Cleveland, Ohio 44114
CONVERSION EXTINGUISHMENT OF CONSTITUENT SHARES
2.1 At the Effective Date and as a result of the Merger of Foster Co. into
the Surviving Corporation., each of the shares of the capital stock of Foster
Co. issued and outstanding immediately prior to the Effective Date ("Foster Co.
Common Stock") shall automatically and without any further act of any person be
converted into and exchangeable for that number of shares of BFG Common Stock
(as defined below) rounded to the nearest hundredth equal to the Conversion
Ratio (as defined herein). Each share of Foster Co. Common Stock that is either
authorized and unissued, or is authorized, issued and held in treasury, at the
Effective Date, and each option, warrant or other right granted by Foster Co.
either to purchase, or to convert or exchange another security or other property
into or for, any share of Foster Co. Common Stock shall, at the Effective Date,
be extinguished.
2.2 (a) Upon surrender of a certificate or certificates which immediately
prior to the Merger represented outstanding shares of Foster Co. Common Stock
(the "Certificates") for cancellation to BFG, each holder of Certificates shall
be entitled to receive in exchange therefor a certificate
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representing that number of shares of BFG Common Stock into which the shares of
Foster Co. Common Stock theretofore represented by the Certificate so
surrendered shall have been converted pursuant to the provisions of this Article
2 and the Shareholders shall also receive their proportionate share of the
Holdback Distribution (as defined in the Reorganization Agreement) pursuant to
Article 8 of the Reorganization Agreement, and the Certificate so surrendered
shall forthwith be cancelled.
(b) All dividends or other distributions declared after the Merger
with respect to BFG Common Stock and otherwise payable to the holders of record
thereof who were previously holders of Foster Co. Common Stock shall be paid by
BFG to the holder of any unsurrendered Certificate only after the holder has
surrendered such Certificate to BFG pursuant to the Reorganization Agreement,
without any interest thereon, and subject to the effect if any, of applicable
law.
(c) After the Merger there shall be no transfers on the stock
transfer books of the Surviving Corporation of the shares of Foster Co. Common
Stock which were issued and outstanding immediately prior to the Merger. If,
after the Merger, Certificates representing such shares are presented for
transfer, they shall be cancelled and exchanged for certificates representing
shares of BFG Common Stock as provided in this Agreement.
(d) No fractional shares of BFG Common Stock shall be issued to
holders of shares of Foster Co. Common Stock by virtue of the Conversion Ratio.
In lieu of`any such fractional shares, each Shareholder who would otherwise be
entitled to receive a fractional share of BFG Common Stock shall receive an
amount in cash determined by multiplying (i) the Average Price Per Share of BFG
Common Stock (as defined below) by (ii) the fraction of a share of BFG Common
Stock to which such shareholder would otherwise be entitled.
2.3 As used in this Agreement:
(a) the term "Conversion Ratio" shall mean the number (rounded to
the nearest hundred-thousandth) determined by dividing (i) the Aggregate
Exchange Shares of BFG Common Stock by (ii) the number of shares of Foster Co.
Common Stock issued and outstanding immediately prior to the Merger.
(b) the term "Aggregate Exchange Shares of BFG Common Stock" shall
mean the quotient (rounded to the nearest whole number) determined by dividing
(i) Four Million Dollars ($4,000,000) by (ii) the "Average Price per Share of
BFG Common Stock", which quotient is equal to seventy one thousand three hundred
eighty-nine (71,389) shares.
(c) the term "Average Price Per Share of BFG Common Stock."
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ARTICLE FOUR
EFFECTIVE DATE OF THE MERGER
4.1 Upon approval of this Agreement by shareholders of each of the
Constituent Corporations, each of the Constituent Corporations shall cause a
Certificate of Merger (in the form required by Ohio Revised Code Section
1701.81) to be executed and filed with the Secretary of State of Ohio, and the
Merger shall become effective at the close of regular business hours on the date
of such filing of the Certificate of Merger.
ARTICLE FIVE
MISCELLANEOUS
5.1 This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be a duplicate original, but all of which, taken
together, shall be deemed to constitute a single instrument.
5.2 The captions contained in this Agreement are included only for
convenience of reference and not to define, limit, explain or modify this
Agreement or its interpretation, construction or meaning and are in no way to be
construed as part of this Agreement.
5.3 This Agreement shall inure to the benefit of and be binding upon
the respective successors and assigns (including successive, as well as
immediate successors and assigns) or the parties hereto.
5.4 The number and gender of each pronoun used in this Agreement shall
be construed to mean such number and gender as the context, circumstances, or
its antecedents may require.
5.5 This Agreement shall be governed by and construed in accordance
with the laws of the State of Ohio.
IN WITNESS WHEREOF, this Agreement has been executed on behalf of the
Constituent Corporations by their officers duly authorized in the premises.
BFG MERGER SUBSIDIARY, INC. FOSTER AIRDATA SYSTEMS, INC.
By:/s/ By:/s/
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Its: Its:
ATTEST: ATTEST:
/s/ /s/
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ARTICLES OF INCORPORATION
OF
BFG MERGER SUBSIDIARY, INC.
The undersigned, desiring to form a corporation for profit, under
Sections 1701.01 et seq. of the Revised Code of Ohio, do hereby certify:
FIRST: The name of said corporation shall be BFG Merger Subsidiary,
Inc.
SECOND: The place in the State of Ohio where its principal office is to
be located is Bath Township, in Summit County.
THIRD: The purpose for which it is formed is to engage in any lawful
act or activity for which corporations may be formed under Chapter 1701 of the
Revised Code of Ohio.
FOURTH: The authorized number of shares of the corporation is 100 (one
hundred) and the par value of each of such shares is one dollar ($1.00).
FIFTH: The amount of stated capital with which the corporation will
begin business is one hundred dollars ($100.00).
SIXTH: The following provisions are hereby agreed to for the purpose of
defining, limiting and regulating the exercise of the authority of the
corporation, or of the directors, or of all of the shareholders:
The board of directors is expressly authorized to set apart out of any
of the funds of the corporation available for dividends a reserve or reserves
for any proper purpose or to abolish any such reserve in the manner in which it
was created, and to purchase on behalf of the corporation any shares issued by
it to the extent of the surplus of the aggregate of its assets over the
aggregate of its liabilities plus stated capital.
The corporation may in its regulations confer powers upon its board of
directors in addition to the powers and authorities conferred upon it expressly
by Sections 1701.01 et seq. of the Revised Code of Ohio.
Any meeting of the shareholders or the board of directors may be held
at any place within or without the State of Ohio in the manner provided for in
the regulations of the corporation.
Any amendments to the articles of incorporation may be made from time
to time, and any proposal or proposition requiring the action of shareholders
may be authorized from time to time
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by the affirmative vote of the holders of shares entitling them to exercise a
majority of the voting power of the corporation.
SEVENTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in its articles of incorporation, in the manner
now or hereafter prescribed by Sections 1701.01 et seq. of the Revised Code of
Ohio, and all rights conferred upon shareholders herein are granted subject to
this reservation.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 24th day of
May, 1989.
/s/ Nicholas J. Calise
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Nicholas J. Calise, Incorporator
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Form AGO August, 1983
Prescribed by Sherrod Brown
Secretary of State
ORIGINAL APPOINTMENT OF STATUTORY AGENT
The undersigned, being at least a majority of the incorporators of BFG
Merger Subsidiary, Inc., hereby appoint Nicholas J. Calise to be statutory agent
upon whom any process, notice of demand required or permitted by statute to be
served upon the corporation may be served.
The complete address of the agent is: 3925 Embassy Parkway, Akron,
Summit County, Ohio 44313.
Date: May 24, 1989 /s/ Nicholas J. Calise
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Nicholas J. Calise (Incorporator)
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(Incorporator)
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(Incorporator)
Instructions
1) Profit and non-profit articles of incorporation must be accompanied by
an original appointment of agent. R.C. 1701.04(C), 1702.04(C).
2) The statutory agent for a corporation may be (a) a natural person who
is a resident of Ohio, or (b) an Ohio corporation or a foreign profit
corporation licensed in Ohio which has a business address in this state
and is explicitly authorized by its articles of incorporation to act as
a statutory agent. R.C. 1701.07(A), 1702.06(A).
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3) The agent's complete street address must be given; a post office box
number is not acceptable. R.C. 1701.07(C). 1702.06(C).
4) An original appointment of agent form must be signed by at least a
majority of the incorporators of the corporation. R.C. 1701.07(B),
1702.06(B).