Exhibit 3.157
CERTIFICATE OF INCORPORATION
OF
KITPLANES ACQUISITION COMPANY
The undersigned incorporator, being a person 18 years of age or
older, an order to form a corporate entity under Delaware General Corporation
Law, hereby sets forth the following Certificate of Incorporation;
ARTICLE I
The name of this Corporation is Kitplanes Acquisition Company.
ARTICLE II
The address of the registered office of this Corporation in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801, located in New Castle County.
The registered agent at that address is The Corporation Trust
Company.
ARTICLE III
The purpose of this Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
ARTICLE IV
The total number of shares of stock which this Corporation has the
authority to issue is 10,000 shares, all of which shall be designated Common
Stock, with a par value of $.01 per share.
ARTICLE V
The name and mailing address of the incorporator of this Corporation
is:
Barbara H. Brown
FAEGRE & BENSON
Professional Limited Liability Partnership
2200 Norwest Corner
90 South Seventh Street
Minneapolis, Minnesota 55402-3901
ARTICLE VI
Except as may otherwise be provided by law, the books of the
Corporation may be kept outside of the State of Delaware at such place or places
as the Board of Directors may designate.
ARTICLE VII
The following individual is hereby appointed as the first sole
Director of the Corporation, to serve until the first meeting of stockholders of
the Corporation and until his successor is duly elected and qualified.
James J. Viera
Elections of Directors need not be by written ballot unless the
By-Laws of the Corporation shall so provide.
ARTICLE VIII
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, amend or
repeal by-laws of the Corporation, without any action on the part of the
stockholders. The by-laws made by the directors may be adopted, amended or
repealed by the stockholders. Any specific provision in the by-laws regarding
amendment thereof shall be controlling.
ARTICLE IX
No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty by such director as a director; provided, however, that this Article shall
not eliminate or limit the liability of a director to the extent provided by
applicable law (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 Delaware or (iv) for any
transaction from which the director derived an improper personal benefit. No
amendment to or repeal of this Article shall apply to or have any effect on the
liability or alleged liability of any director of the Corporation for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
IN WITNESS WHEREOF, I have hereto set my hand this 4th day of
December, 1996.
/s/ Barbara H. Brown
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Barbara H. Brown, Incorporator
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