EXHIBIT 3.20
CERTIFICATE OF INCORPORATION
OF
GENERAL CABLE IP CORPORATION
The undersigned, in order to form a corporation under and
pursuant to the provisions of the General Corporation Law of the State of
Delaware, does hereby certify as follows:
FIRST: The name of the corporation is General Cable IP
Corporation.
SECOND: The address of the corporation's registered office in
the State of Delaware is the Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801, and the name of its registered agent at such address
is The Corporation Trust Company.
THIRD: The purpose of the corporation is confined to the
maintenance arid management of the corporation's intangible investments and the
collection and distribution of the income from such investments or from tangible
property physically located outside the State of Delaware; provided, however,
that the corporation shall not engage in any activity contrary to Section
1902(b) (8) of Title 30 of the Delaware Code, as the same exists or may
hereafter be amended from time to time. For purposes of this Article,
"intangible investments" shall include, without limitation, investments in
stocks, bonds, notes and other debt obligations (including debt obligations of
affiliated corporations) patents, patent applications, trademarks, trademark
applications, trade names, copyrights and similar types of intangible assets.
FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is 1,000 shares of common stock having
a par value of $1.00 per share.
FIFTH: The name and mailing address of the Incorporator is as
follows:
Name Mailing Address
L. J. Vitalo The Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
SIXTH: In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors of the
corporation is expressly authorized and empowered to make, alter or repeal the
bylaws of the corporation, subject to the power of the stockholders of the
corporation to alter or repeal any bylaw made by the board of directors.
SEVENTH: The corporation reserves the right at any time and
from time to time to amend, alter, change or repeal any provisions contained in
this Certificate of Incorporation, and other provisions authorized by the laws
of the State of Delaware at the time in force may be added or inserted, in the
manner now or hereafter prescribed by law; and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to this Certificate of Incorporation in
its present form or as hereafter amended are granted subject to the right
reserved in this Article.
EIGHTH: The election of directors need not be by written
ballot, unless the bylaws of the corporation shall so provide.
NINTH: 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, provided that this
Article shall not eliminate or limit the liability of a director for U) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law or (iv) for any transaction from which the director derived an improper
personal benefit.
IN WITNESS WHEREOF, the undersigned has caused this Certificate
of Incorporation to be executed this 18th day of December, 1995.
By: /s/ L.J. Vitalo
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
General Cable IP Corporation, 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 first paragraph of the Certificate of
Incorporation of General Cable IP Corporation shall be deleted
in its entirety and replaced with the following:
"FIRST: The name of the corporation is General Cable
Technologies Corporation."
SECOND: The sole stockholder has given its written consent to said
amendment in accordance with the provisions of Section 228 of the General
Corporation Law of the Stats of Delaware.
THIRD: That the aforesaid amendment was duly adapted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the Sate of Delaware.
IN WITNESS WHEREOF, said General Cable IP Corporation has caused this
certificate to be signed by its President, this 28th day of August, 1998.
General Cable Corporation
By: /s/ Christopher F. Virgulak
----------------------------
Christopher F. Virgulak
President
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
General Cable IP Corporation, 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 this paragraph of the Certificate of
Incorporation of General Cable Technologies Corporation shall
be deleted in its entirety and replaced with the following:
"THIRD: The nature of the business or purposes to be conducted
or promoted is limited to the maintenance arid management of
the corporation's intangible investments and the collection
and distribution of the income from such investments or from
tangible property physically located outside the State of
Delaware (including, without limitation, guaranteeing the
obligations of any affiliate(s) and pledging its assets to
secure such obligations) and any other activity which is not
contrary to Section 1902(b) (8) of Title 30 of the Delaware
Code, as the same exists or may hereafter be amended from time
to time. For purposes of this Article, "intangible
investments" shall include, without limitation, investments in
stocks, bonds, notes and other debt obligations (including
debt obligations of affiliated corporations) patents, patent
applications, trademarks, trademark applications, trade names,
copyrights and similar types of intangible assets."
SECOND: The sole stockholder has given its written consent to said
amendment in accordance with the provisions of Section 228 of the General
Corporation Law of the Stats of Delaware.
THIRD: That the aforesaid amendment was duly adapted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the Sate of Delaware.
IN WITNESS WHEREOF, said General Cable Technologies Corporation has
caused this certificate to be signed by its President, this 21st day of
November, 2003.
GENERAL CABLE TECHNOLOGIES
CORPORATION
By: /s/ Christopher F. Virgulak
-----------------------------
Christopher F. Virgulak
President