Exhibit 3.73
CERTIFICATE OF INCORPORATION
OF
JET ELECTRONICS AND TECHNOLOGY, INCORPORATED
CERTIFICATE OF INCORPORATION
OF
JET ELECTRONICS AND TECHNOLOGY, INCORPORATED
* * * * *
FIRST. The name of the corporation is JET ELECTRONICS AND TECHNOLOGY,
INCORPORATED.
SECOND. The address of its registered office in the State of Delaware
is No. 100 West Tenth 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 Common stock which the
corporation shall have authority to issue is five hundred thousand (500,000) and
the par value of each of such shares is One Dollar ($1.00) amounting in the
aggregate to Five Hundred Thousand Dollars ($500,000.00).
At all elections of directors of the corporation, each stockholder
shall be entitled to as many votes as shall equal the number of votes which
(except for such provision as to cumulative voting) he would be entitled to cast
for the election of directors with respect to his share of stock multiplied by
the number of directors to be elected, and he may cast all of such votes for a
single director or may distribute them among the number to be voted for, or for
any two or more of them as he may see fit.
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FIFTH. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
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B. J. Consono 100 West Tenth Street
Wilmington, Delaware
F. J. Obara, Jr. 100 West Tenth Street
Wilmington, Delaware
J. J. Rivera 100 West Tenth Street
Wilmington, Delaware
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.
To authorize and cause to be executed mortgages and liens upon the real
and personal property of the corporation.
To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.
By a majority of the whole board, to designate one or more committees,
each committee to consist of two or more of the directors of the corporation.
The board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. Any such committee, to the extent provided in the resolution or
in the by-laws of the corporation, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it, provided, however, the by-laws may provide that in
the absence or disqualification of
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any member of such committee or committees, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or disqualified
member.
When and as authorized by the affirmative vote of the holders of a
majority of the stock issued and outstanding having voting power given at a
stockholders' meeting duly called upon such notice as is required by statute, or
when authorized by the written consent of the holders of a majority of the
voting stock issued and outstanding, to sell, lease or exchange all or
substantially all of the property and assets of the corporation, including its
good will and its corporate franchises, upon such terms and conditions and for
such consideration, which may consist in whole or in part of money or property
including shares of stock in, and/or other securities of, any other corporation
or corporations, as its board of directors shall deem expedient and for the best
interests of the corporation.
EIGHTH. 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
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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. 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 my 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.
TENTH. 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.
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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, and accordingly have hereunto set our hands this first day of
May, 1968.
/s/ B. J. Consono
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/s/ F. J. Obara, Jr.
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/s/ J. C. Rivera
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STATE OF DELAWARE )
) ss:
COUNTY OF NEW CASTLE )
BE IT REMEMBERED that on this 1st day of May, 1968, personally
came before me, a Notary Public for the State of Delaware, B. J.
Consono, F. J. Obara, Jr. and J. L Rivera, all of the parties to the
foregoing certificate of incorporation, known to me personally to be
such, and severally acknowledged the said certificate to be the act and
deed of the signers respectively and that the facts stated therein are
true.
GIVEN under my hand and seal of office the day and year
aforesaid.
/s/
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Notary Public
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
JET ELECTRONICS AND TECHNOLOGY, INCORPORATED
Jet Electronics and Technology, Incorporated, 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:
NOW, THEREFORE, BE IT RESOLVED, that the Certificate of Incorporation
of Jet Electronics and Technology, Incorporated be amended by changing
the first paragraph of the FOURTH Article thereof so that, as amended,
said first paragraph of the Article shall be and read as follows:
"The total number of shares of Common 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 the aggregate to One Thousand Dollars
($1,000.00)."
SECOND: That in lieu of a meeting and vote of stockholders, the sole
shareholder has 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.
IN WITNESS WHEREOF, said Jet Electronics and Technology, Incorporated
has caused this Certificate to be signed by George K. Sherwood, its Vice
President, and attested by Nicholas J. Calise, its Secretary, this 12th day of
December, 1988.
/s/ George K. Sherwood
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George K. Sherwood
Vice President
ATTEST:
/s/ Nicholas J. Calise
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Nicholas J. Calise
Secretary
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
JET ELECTRONICS AND TECHNOLOGY, INCORPORATED
Jet Electronics and Technology, Incorporated, 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 Jet Electronics and
Technology, Incorporated be amended by changing the FIRST Article
thereof, effective June 1, 1996, so that, as amended, said Article
shall be and read as follows:
FIRST. The name of the corporation is BFGoodrich Avionics
Systems, 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 June 1,
1996.
IN WITNESS WHEREOF, said Jet Electronics and Technology, Incorporated
has caused this certificate to be signed by George K. Sherwood, its Vice
President and attested by Nicholas J. Calise, its Secretary this 29th day of
May, 1996.
/s/ George K. Sherwood
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George K. Sherwood, Vice President
ATTEST:
/s/ Nicholas J. Calise
- ----------------------
Nicholas J. Calise, Secretary
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
BFGOODRICH AVIONICS SYSTEMS, INC.
BFGoodrich Avionics Systems, 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 of
Directors, 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 BFGoodrich Avionics
Systems, Inc. be amended by changing the FIRST Article thereof,
effective June 1, 2001, so that, as amended, said Article shall be read
as follows:
FIRST: The name of the corporation is Goodrich Avionics Systems, Inc.
SECOND: That in lieu of a meeting and vote of shareholders, the
shareholders 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 June 1,
2001.
IN WITNESS WHEREOF, said BFGoodrich Avionics Systems, Inc. has caused
this certificate to be signed by Edward S. Kalvenas, its President, and attested
by Kenneth L. Wagner, its Secretary, this 15th day of May, 2001.
/s/ Kenneth L. Wagner
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Kenneth L. Wagner, Secretary
ATTEST:
/s/ Alexander C. Schoch
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Alexander C. Schoch, Assistant Secretary