EXHIBIT 3.5
CERTIFICATE OF INCORPORATION
OF
COSMOFLEX, INC.
FIRST The name of the corporation is: Cosmoflex, Inc.
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 objects or purposes to be
conducted, transacted, promoted or carried on by the Corporation are:
(a) To manufacture, purchase or otherwise acquire, assemble, invest
in, own, mortgage, sell, assign, transfer, trade, lease or otherwise
dispose of or deal in or with any and all kinds of hose and related
products, equipment, machines, instruments, parts, products,
by-products, metals, accessories and goods, wares and merchandise
and personal property of every class and description.
(b) To transfer, trade, export or otherwise dispose of, use, deal
generally in and turn to account, either at wholesale or retail, and
as principal, agent, broker, factor or otherwise, any and all
substances, articles, things and products and to engage in any and
every manufacturing, mercantile, or merchandising business of any
kind or character whatsoever, in any and all parts of the world.
(c) To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of
Delaware.
In addition to the powers and privileges conferred upon the
Corporation by law, the Corporation shall possess and may exercise all the
powers and privileges which are necessary or convenient to the conduct,
promotion or attainment of the business, objects or purposes of the Corporation.
FOURTH The total number of shares of stock which the corporation
shall have authority to issue is Two Thousand (2,000) shares, having no par
value.
Stockholders of the Corporation shall have full pre-emptive rights.
FIFTH The minimum amount of capital with which the Corporation will
commence business is Five Hundred Dollars ($500.00).
SIXTH The name and mailing address of the incorporator is as
follows:
NAME: MAILING ADDRESS
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Morris A. Mondschein 99 Park Avenue
New York, New York 10016
SEVENTH The Corporation is to have perpetual existence.
EIGHTH The private property of the stockholders shall not be subject
to the payment of corporate debts to any extent whatsoever.
NINTH The number of directors of the Corporation shall be as
specified in the bylaws, and such number may from time to time be increased or
decreased in such manner as may be prescribed in the bylaws; provided, however,
that the number of directors of the Corporation shall not in any event be less
than three (3).
Election of directors need not be by ballot unless the bylaws of the
Corporation shall so provide.
Each stockholder may cumulatively vote his shares for the election
of directors, with the effect that, 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 this provision as to cumulative voting) he
would be entitled to cast for the election of directors with respect to his
shares of stock multiplied by the number of directors to be elected, and that 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.
TENTH The original bylaws of the Corporation shall be adopted by the
initial board of directors of the Corporation. Thereafter, the bylaws of the
Corporation may from time to time be altered, amended, or repealed, or new
bylaws may be adopted, only by the affirmative vote of the holders of all the
outstanding shares of stock of the Corporation or the unanimous written consent
of the stockholders.
ELEVENTH The Corporation may agree to the terms and conditions upon
which any director, officer, employee or agent accepts his office or position
and in its bylaws or otherwise may agree to indemnify and protect any director,
officer, employee or agent to the extent permitted by the law of Delaware.
TWELFTH 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
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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 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.
THIRTEENTH Meetings of stockholders may be held within or without
the State of Delaware, as the bylaws may provide. The books of the Corporation
may be kept (subject to any provision contained in the statutes of Delaware)
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 bylaws of the Corporation.
FOURTEENTH The Corporation reserves the right to amend, alter,
change to 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; provided,
however, that no amendment to, or alteration, change or repeal of, any provision
contained in this Certificate of Incorporation shall be effective unless adopted
by the affirmative vote of the holders of all the outstanding shares of stock of
the Corporation or the unanimous written consent of the stockholders.
The undersigned, Morris A. Mondschein, for the purpose of forming a
corporation under the General Corporation Law of the State of Delaware, does
hereby make this certificate, and does hereby declare and certify that this is
his act and deed and the facts herein stated are true, and accordingly has
executed this certificate this 29th day of May, 1973.
/s/ Morris A. Mondschein
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Morris A. Mondschein, Incorporator
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State of New York )
) SS.:
County of New York )
BE IT REMEMBERED that on this 29 day of May, 1973, personally came
before me, a Notary Public for the State of New York, the person who executed
the foregoing Certificate of Incorporation, known to me personally to be such,
and acknowledged the said certificate to be his act and deed and that the facts
stated therein are true.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ Howard Einbinder
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Notary Public
(Notarial Seal) HOWARD EINBINDER
Notary Public, State of New York
No. 24-6163275
Qualified in Kings County
Certificate filed in New York County
Commission Expires March 30, 1974
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