Exhibit 3.9.1
CERTIFICATE OF INCORPORATION
OF
EE ACQUISITION, INC.
* * * * *
1. The name of the corporation is EE 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 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.
4. The total number of shares of stock which the corporation shall have
authority to issue is Seven Hundred Fifty (750); all of such shares shall be
without par value.
5. The name and mailing address of the incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
T. L. Ford Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
6. The board of directors is authorized to make, alter or repeal the
by-laws of the corporation. Election of directors need not be by written
ballot.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this Seventh day of November, 1996.
/s/ T. L. Ford
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T. L. Ford
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
EE ACQUISITION, INC.
------------
EE Acquisition, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY THAT:
1. EE Acquisition, Inc. (hereinafter referred to as the "Corporation")
was originally incorporated in the State of Delaware on November 7, 1996.
2. By written consent of the Board of Directors and stockholders of the
Corporation, this Certificate of Amendment of Certificate of Incorporation was
duly adopted in accordance with the provisions of Sections 141, 228 and 241 of
the General Corporation Law of Delaware.
3. Article 1 of the Certificate of Incorporation of the Corporation is
hereby amended and restated in its entirety as follows:
1. The name of the corporation is Elsinore Engineering, Inc.
4. The capital of the Corporation shall not be reduced under or by reason
of said amendment.
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5. In accordance with the provisions of Section 104 of the General
Corporation Law of the State of Delaware, this Certificate of Amendment shall
become effective upon its filing date.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of Certificate of Incorporation to be signed in its name and attested
by its duly authorized officer, this 24th day of December, 1996.
EE ACQUISITION, INC.
By: /s/ R.G. MacDonald
--------------------------------
R.G. MacDonald, President
ATTEST
By: /s/ Robert Rankin
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Robert Rankin, Secretary
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