Exhibit 3.7.1
CERTIFICATE OF INCORPORATION
OF
DAHX ACQUISITION, INC.
*****
1. The name of the corporation is DAHX ACQUISITION, INC.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. The total number of shares of stock which the corporation shall
have authority to issue is one thousand (1000); all of such shares shall have no
par value.
The holders of the shares of stock shall, upon the issuance or
sale of shares of stock of any class (whether now or hereafter authorized) or
any securities convertible into such stock, have the right, during such period
of time and on such conditions as the board of directors shall prescribe, to
subscribe to and purchase such shares or securities in proportion to their
respective holdings of stock, at such price or prices as the board of directors
may from time to time fix and as may be permitted by law.
4. 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.
5. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
M. A. Spencer Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
S. A. Clegg Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
G. D. Cooper Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
6. The corporation is to have perpetual existence.
7. 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 bylaws of the corporation.
8. A director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
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
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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
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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 "DAHX ACQUISITION, INC.", CHANGING ITS NAME FROM "DAHX ACQUISITION,
INC." TO "DETTMERS INDUSTRIES, INC.", FILED IN THIS OFFICE ON THE THIRTIETH DAY
OF JUNE, A.D. 1998, AT 5:05 O'CLOCK P.M.
[SEAL] /s/ Edward J. Freel
-----------------------------------
EDWARD J. FREEL, SECRETARY OF STATE
AUTHENTICATION:
2907541 8100 9263741
DATE:
981327212 08-20-98
EX. 99.16
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
DAHX Acquisition, 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, 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 DAHX Acquisition,
Inc. be amended by changing the First Article thereof so that, as amended,
said Article shall be and read as follows:
The name of the corporation is Dettmers Industries, 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.
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IN WITNESS WHEREOF, said DAHX Acquisition, Inc. has caused this
certificate to be signed by Robert A. Rankin, its Secretary, this Thirtieth
day of June, 1998.
DAHX Acquisition, Inc.
By /s/ Robert Rankin
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Robert A. Rankin,
Secretary
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