Exhibit 3.71
DELAWARE
The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON
FILE OF "GOODRICH AEROSPACE COMPONENT OVERHAUL & REPAIR, INC." AS RECEIVED AND
FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE TWENTY-FIRST DAY OF MAY, A.D.
1986, AT 10 O'CLOCK A.M.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "CASTLEBERRY
INSTRUMENTS & AVIONICS, INC." TO "BFGOODRICH AEROSPACE COMPONENT OVERHAUL &
REPAIR, INC.", FILED THE TWENTY-SEVENTH DAY OF FEBRUARY, A.D. 1992, AT 10
O'CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE
AFORESAID CERTIFICATE OF AMENDMENT IS THE TWENTY-EIGHTH DAY OF FEBRUARY, A.D.
1992.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "BFGOODRICH AEROSPACE
COMPONENT OVERHAUL & REPAIR, INC." TO "GOODRICH AEROSPACE COMPONENT OVERHAUL &
REPAIR, INC.", FILED THE TWENTY-THIRD DAY OF MAY, A.D. 2001, AT 2:30 O'CLOCK
P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
/s/ Harriet Smith Windsor
--------------------------------------------
Harriet Smith Windsor, Secretary of State
20991677 8100H AUTHENTICATION: 2410806
030305650 DATE: 05-12-03
CERTIFICATE OF INCORPORATION
OF
CASTLEBERRY INSTRUMENTS & AVIONICS, INC.
FIRST: The name of the corporation is Castleberry Instruments &
Avionics, Inc.
SECOND: The address of its registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD: The nature of the business or purposes 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.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is one thousand (1,000) and the par value of each of
such shares is one dollar ($1.00) amounting in aggregate to one thousand dollars
($1,000.00).
FIFTH: The name and mailing address of the incorporator of the
Corporation is Nicholas J. Calise, 500 South Main Street, Akron, Ohio 44318.
SIXTH: The corporation is to have perpetual existence.
SEVENTH: 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.
EIGHTH: Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
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.
Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
NINTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
THE UNDERSIGNED, being the incorporator 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 my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 19th day of May, 1986.
/s/ Nicholas J. Calise
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Nicholas J. Calise, Incorporator
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
CASTLEBERRY INSTRUMENTS & AVIONICS, INC.
Castleberry Instruments & Avionics, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation by the unanimous
written consent of its members, filed with the minutes of the Board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of Castleberry
Instruments & Avionics, Inc. be amended by changing the FIRST Article
thereof, effective February 28, 1992, so that, as amended, said Article
shall be and read as follows:
FIRST: The name of the corporation is BFGoodrich Aerospace
Component Overhaul & Repair, Inc.
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
FOURTH: The effective date of the aforesaid amendment shall be February
28, 1992.
IN WITNESS WHEREOF, said Castleberry Instruments & Avionics, Inc. has
caused this certificate to be signed by George K. Sherwood, its Vice President
and attested by Nicholas J. Calise, its Secretary this 24th of February, 1992.
/s/ George K. Sherwood
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George K. Sherwood, Vice President
ATTEST:
By /s/ Nicholas J. Calise
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Nicholas J. Calise, Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
BFGoodrich Aerospace Component Overhaul & Repair, Inc., a corporation organized
and existing under the laws of the State of Delaware (the "Company"), hereby
certifies that:
1. Article 1 of the Company's Certificate of Incorporation is
hereby amended to read as follows:
"1. The name of this corporation is Goodrich Aerospace
Component Overhaul & Repair, Inc."
2. In lieu of a meeting and vote of shareholders, the
shareholders have given unanimous written consent to such
amendment in accordance with the provisions of Section 228 of
the General Corporation Law of the State of Delaware.
3. Such amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this certificate to be signed by its
Secretary this 14th day of May, 2001.
BFGOODRICH AEROSPACE COMPONENT
OVERHAUL & REPAIR, INC.
BY:/s/ Kenneth L. Wagner
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Kenneth L. Wagner
Secretary
ATTEST:
/s/ Jennie M. Raine
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Jennie M. Raine
Assistant Secretary