Exhibit 3.107
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
WESCAM HOLDINGS (US) INC.
WESCAM HOLDINGS (US) INC., a corporation duly organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY THAT:
FIRST: That the sole member of the Board of Directors of the Corporation,
by written consent of the sole member of the Board of Directors, as filed with
the minutes of the Board, approved and adopted on May 21, 1998, the following
resolution for amending its Certificate of Incorporation and submitted said
amendment to the stockholders of the Corporation for their consideration and
approval:
"RESOLVED, that the fourth article of the Certificate of Incorporation
of the Corporation be amended in its entirety to read as follows:
"4. The total number of shares of stock which the Corporation
shall have authority to issue is One Thousand (1,000) shares
of Common Stock; each such share shall have One Dollar ($1.00)
par value."
SECOND: That in lieu of a meeting and vote of stockholders, all the
stockholders entitled to vote, have approved and adopted said amendment by
unanimous written consent on May 21, 1998, in accordance with the provisions of
Section 228 of the General Corporation Law of the State of Delaware.
THIRD: The amendment was duly adopted in accordance with the provisions of
Sections 242 and 228 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Wescam Holdings (US) Inc. has caused this certificate
to be executed by its Vice President this 21st day of May, 1998.
WESCAM HOLDINGS (US) INC.
By: /s/ Richard Ziemeski
-----------------------------------
Richard Ziemski, Vice President
CERTIFICATE OF INCORPORATION
OF
WESCAM HOLDINGS (US) INC.
1. The name of the Corporation is Wescam Holdings (US) Inc.
2. The address of its registered office is 103 Springer Building, 3411
Silverside Road, Wilmington, County of New Castle, Delaware 19810. The name
of its registered agent at such address is Organization Services, Inc.
3. The nature of the business to be conducted or promoted is to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware.
4. The total number of shares of stock which the Corporation shall have
authority to issue is One Hundred (100) shares of common stock; each such
share shall have One Dollar ($1.00) par value.
5. The name and mailing address of each incorporator is as follows:
NAME ADDRESS
---- -------
Gilbert B. Warren 103 Springer Building
3411 Silverside Road
Wilmington, DE 19810
Cynthia L. Conner 103 Springer Building
3411 Silverside Road
Wilmington, DE 19810
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, alter or repeal the
By-Laws of the Corporation.
8. 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 provisions 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.
Elections of Directors need not be by written ballot unless the By-Laws of
the Corporation shall so provide.
9. The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now
or hereinafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
10. To the fullest extent permitted by the Delaware General Corporation Law as
the same exists or may hereafter be amended, a director of this corporation
shall not be liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director.
WE THE UNDERSIGNED, being each of the incorporators hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this certificate hereby declaring and certifying
that this is our act and deed and the facts herein stated are true, accordingly
have hereunto set our hands this 29th day of March, 1996.
/s/ Gilbert B. Warren
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Gilbert B. Warren
/s/ Cynthia L. Conner
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Cynthia L. Conner