SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/26/1990 CONFIDENTIAL
710177032 - 2234420
CERTIFICATE OF INCORPORATION
OF
ITI ACQUISITION, INC.
(A Delaware Corporation)
FIRST: Name. The name of the Corporation is ITI Acquisition, Inc.
SECOND: Delaware Office and Registered Agent. The address of the
registered office of the Corporation in the State of Delaware is 1013 Centre
Road, in the City of Wilmington, County of New Castle. The name of its
registered agent for service of process at such address is Corporation Service
Company.
THIRD: Purpose. The nature of the business or purposes of the
Corporation is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware. The
Corporation shall possess and exercise all the powers and privileges granted by
the General Corporation Law of the State of Delaware, by any other law or by
this Certificate of Incorporation, together with any powers incidental thereto
as far as such powers and privileges are necessary or convenient to the conduct,
promotion, or attainment of the purposes of the Corporation.
FOURTH: Capital Stock. The total number of shares of Common stock
which the Corporation shall have authority to issue is 10,000 shares, par value
$.01 per share.
FIFTH: Management of the Affairs of the Corporation. The following
provisions relate to the management of the business and the conduct of the
affairs of the Corporation and are inserted for the purpose of creating,
defining, limiting and regulating the powers of the Corporation and its
Directors and stockholders:
(1) The election of Directors shall be conducted as provided
in the By-Laws, and need not be by written ballot.
(2) The Board of Directors shall have the power to make,
alter, amend or repeal the By-Laws of the Corporation, except to the
extent that the By-Laws otherwise provide.
SIXTH: Reorganization. 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 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 the 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.
SEVENTH: Liability of Directors of the Corporation. A director of
the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of his fiduciary duty as a
director, except for liability (i) for 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 General Corporation Law of the State of
Delaware or (iv) for any transaction from which the director derived any
improper personal benefit. If the General Corporation Law of the State of
Delaware is amended after the date hereof to authorise corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the General Corporation Law of the State of Delaware, as so
amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
EIGHTH: Reservation of Right to Amend. The Corporation reserves the
right to amend or repeal any provisions contained in this Certificate of
Incorporation from time to time and at any time in the manner now or hereafter
prescribed by the
-2-
law of the State of Delaware, and all rights herein conferred upon stockholders,
Directors and officers are subject to this reserved power.
NINTH: Incorporator. The name and post office address of the sole
incorporator are Ronald J. Prague, 885 Third Avenue, New York, New York
10022-4802.
I, THE UNDERSIGNED, being the sole incorporator, for the purpose of
forming a corporation under the laws of the State of Delaware do make, file and
record this Certificate of Incorporation, do certify that the facts herein
stated are true, and accordingly, have set my hand hereto this 26th day of June,
1990.
/s/ Ronald J. Prague
------------------------------
Ronald J. Prague, Incorporator
L:L060011RJP
State of Delaware
PAGE 1
Office of the Secretary of State
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CONFIDENTIAL
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "ITI ACQUISITION, INC.", CHANGING ITS NAME FROM "ITI ACQUISITION, INC." TO
"INDUSTRIAL TECTONICS BEARINGS CORPORATION", FILED IN THIS OFFICE ON THE
NINETEENTH DAY OF JULY, A.D. 1990, AT 9 O'CLOCK A.M.
[SEAL] /s/ Edward J. Freel
-----------------------------------------
Edward J. Freel, Secretary of State
2234420 8100 AUTHENTICATION: 7646320
950213929 DATE: 09-20-95
CONFIDENTIAL
710200009
CERTIFICATE OF AMENDMENT OF THE FILED
CERTIFICATE OF INCORPORATION
OF JUL 19 1990
ITI ACQUISITION, INC.
/s/ [Illegible]
(Under Section 242 of the Delaware
General Corporation Law) SECRETARY OF STATE
[Illegible]
The undersigned, being the Chairman of the Board and Assistant
Secretary, respectively, of ITI Acquisition, Inc., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), do hereby
certify that:
1. The name of the Corporation is ITI Acquisition, Inc.
2. The Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on June 26, 1990.
3. This Certificate of Amendment of the Certificate of Incorporation
was duly authorized and adopted by the Board of Directors of the Corporation in
accordance with Section 242 of the General Corporation Law of the State of
Delaware.
4. The Amendment of the Certificate of Incorporation effected by
this Certificate of Amendment is to change the name of the Corporation to
Industrial Tectonics Bearings Corporation.
5. In order to effect the above-mentioned amendment, Article FIRST
of the Certificate of Incorporation is hereby deleted in its entirety and the
following Article FIRST substituted and inserted in lieu thereof:
FIRST: Name. The name of the Corporation is Industrial Tectonics
Bearings Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 18 day of July,
1990.
/s/ [Illegible]
-----------------------------
Chairman of the Board
ATTEST:
/s/ [Illegible]
- -------------------------
Assistant Secretary