EXHIBIT 3.17
CERTIFICATE OF INCORPORATION
OF
W.S.I. Inc.
FIRST: The name of the Corporation is W.S.I. Inc.
SECOND: The address of the Corporation's registered office and registered
agent in the State of Delaware is The Corporation Trust Company, 1209 Orange
Street, Wilmington, New Castle County, Delaware 19801. The name of its
registered agent at such address is The Corporation Trust Company.
THIRD: The purpose 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.
FOURTH: The total number of shares which the Corporation shall have
authority to issue is 1,000 shares, par value $.01 per share, designated Common
Stock.
FIFTH: The name and mailing address of the incorporator is:
NAME ADDRESS
Alice B. Ambler Prickett, Jones, Elliott,
Kristol & Schnee
1310 King Street
P.O. Box 1328
Wilmington, Delaware 19801
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: The board of directors of the Corporation is expressly authorized
to adopt, amend or repeal by-laws of the Corporation but the stockholders may
make additional by-laws and may amend or repeal and by-law whether or not
adopted by them.
EIGHTH: Elections of directors need not be by written ballot unless the
by-laws so provide.
NINTH: No contract or transaction between the Corporation and one or more
of its directors, officers, or stockholders or between the Corporation and any
person (as used herein "person" means other corporation, partnership,
association, firm, trust, joint venture, political subdivision, or
instrumentality) or other organization in which one or more of its directors,
officers, or stockholders are directors, officers or stockholders, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if: (l) the material
facts as to his relationship or interest and as to the contract or transaction
are disclosed or are known to the Board of Directors or the committee, and the
Board of Directors or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; or (2)
the material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the stockholders; or (3) the contract or transaction is fair as to
the Corporation as of the time it is authorized, approved or ratified, by the
Board of Directors, a committee thereof, or the stockholders. Common or
interested directors may be
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counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.
TENTH: The Corporation shall indemnify any person who was, is or is
threatened to be made a party to a proceeding (as hereinafter defined) by reason
of the fact that he (i) is or was a director or officer of the Corporation or
(ii) while a director or officer of the Corporation, is or was serving at the
request of the Corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of another foreign
or domestic corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan, or other enterprise, to the fullest extent permitted
under the Delaware General Corporation Law, as the same exists or may hereafter
be amended. Such right shall be a contract right and shall include the right to
be paid by the Corporation expenses incurred in defending any such proceeding in
advance of its final disposition to the maximum extent permitted under the
Delaware General Corporation Law, as the same exists or may hereafter be
amended. If a claim for indemnification or advancement of expenses hereunder is
not paid in full by the Corporation within 90 days after a written claim has
been received by the corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim, and if
successful in whole or in part, the claimant shall also be entitled to be paid
the expenses of prosecuting such claim. It shall be a defense to any such action
that such indemnification or advancement of costs of defense are not permitted
under the Delaware General Corporation Law, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors or any committee thereof, independent legal
counsel, or stockholders) to have made its determination prior to the
commencement of such action that indemnification of, or advancement
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of costs of defense to, the claimant is permissible in the circumstances nor an
actual determination by the corporation (including its Board of Directors or any
committee thereof, independent legal counsel, or stockholders) that such
indemnification or advancement is not permissible shall be a defense to the
action or create a presumption that such indemnification or advancement is not
permissible. In the event of the death of any person having a right of
indemnification under the foregoing provisions, such right shall inure to the
benefit of his heirs, executors, administrators, and personal representatives.
The rights conferred above shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, by-law, resolution of
stockholders or directors, agreement, or otherwise.
The Corporation may additionally indemnify any employee or agent of the
Corporation to the fullest extent permitted by law.
As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such an action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding.
ELEVENTH: No director of the Corporation shall 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 knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.
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TWELFTH: The Corporation reserves the right to amend, alter, change or
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.
IN WITNESS WHEREOF, I have hereunto signed by name and affirm that the
statements made herein are true under penalty of perjury this 2nd day of May,
1988.
/s/ Alice B. Ambler
-------------------------
Alice B. Ambler
Incorporator
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
W.S.I. Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware, does hereby certify:
1. A resolution setting forth the following amendment to the corporation's
Certificate of Incorporation and declaring the advisability of such amendment
was duly adopted by the corporation's Board of Directors by the unanimous
written consent of its members, filed with the minutes of the Board, in
accordance with the applicable provisions of Section 242 of the General
Corporation Law of the State of Delaware:
Article First of the Certificate of Incorporation is amended to read as
follows:
"The name of this corporation is Y.F. Americas, Inc."
2. In lieu of a meeting of the stockholders, unanimous written consent has
been given for the adoption of said amendments in accordance with the applicable
provisions of Section 228 and Section 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, W.S.I. Inc. has caused this Certificate to be signed
and attested by its duly authorized officers this 17th day of March, 1991.
W.S.I. INC.
By /s/ Wei Wen Lie
-------------------------
Wei Wen Lie, President
ATTEST:
/s/ He Shi Ming
- ------------------------
He Shi Ming, Secretary
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
MODERN MANUFACTURING, INC..
INTO
Y.F. AMERICAS, INC.
Pursuant to Section 253
of the
General Corporation Law of Delaware
**********************
Y.F. Americas, Inc., a corporation incorporated on the 2nd day of May,
1988 pursuant to the provisions of the General Corporation Law of the State of
Delaware (the "Company"),
DOES HEREBY CERTIFY:
FIRST: That this corporation owns all of the outstanding shares of the
stock of Modern Manufacturing, Inc., a corporation incorporated on the 30th day
of December, 1966, pursuant to the provisions of the Business Corporation Act of
the State of Washington.
SECOND: That this corporation, by the following resolutions of its
Board of Directors, duly adopted by unanimous written consent as of January 18,
1999 determined to and did merge into itself Modern Manufacturing, Inc.:
MERGER BETWEEN THE COMPANY AND MODERN MANUFACTURING, INC.
WHEREAS, the Company lawfully owns all of the issued and outstanding
stock of Modern Manufacturing, Inc., a Washington corporation ("Modern
Manufacturing");
RESOLVED, that it is desirable and in the best interests of the
Company that the Company merge Modern Manufacturing into itself
(the "Merger") as set forth in the Agreement and Plan of Merger attached
hereto as Exhibit "A" (the "Agreement and Plan of Merger") and that the
execution and delivery of the Agreement and Plan of Merger by an Authorized
Officer of the Company be, and it hereby is, authorized and approved;
RESOLVED, FURTHER, that the terms of the Merger shall be
effective upon the date of filing a Certificate of Ownership and Merger
with the Secretary of State of Delaware;
RESOLVED, FURTHER, that the President and Secretary of the
Company, or either of them, (each an "Authorized Officer") are each
hereby authorized and directed, for and on behalf of the Company, to
make and execute a Certificate of Ownership and Merger setting forth a
copy of the resolutions to merge Modern Manufacturing, Inc. and assume
its liabilities and obligations pursuant to the Agreement and Plan of
Merger, and to cause the same to be filed with the Secretary of State
of Delaware, with such amendments and modifications thereto as the
Authorized Officer executing it shall approve as necessary, desirable
or appropriate in his sole judgment, such approval to be conclusively
evidenced by such Authorized Officer's execution thereof;
RESOLVED, FURTHER, that the Company hereby approves,
authorizes and ratifies any action taken by the Authorized Officers of
the Company for and on behalf of the Company to (i) incur such costs
and expenses, and (ii) do any and all acts and things that one or more
of the Authorized Officers of the Company deem in the exercise of his
sole discretion, necessary, desirable or appropriate in connection with
the Merger, the Certificate of Ownership and Merger and these resolutions.
CHANGE OF CORPORATE NAME
WHEREAS, the Board of Directors of the Company has proposed
to amend the Amended Certificate of Incorporation of the Company to
change the name of the Company to "Modern Manufacturing, Inc."
effective upon the effective date of the Merger.
RESOLVED, that, upon the effective date of the Merger, Article
First of the Amended Certificate of Incorporation of the Company be,
and it hereby is, amended to read as follows:
FIRST: The name of this corporation is "Modern
Manufacturing, Inc."
RESOLVED, that the Authorized Officers of the Company are each
hereby authorized to execute any documents and to take such other
action as the Authorized Officer executing it shall approve as
necessary, desirable or appropriate in his/her sole judgment to effect
the change of corporate name of the Company, such approval to be
conclusively evidenced by such Authorized Officer's execution thereof.
THIRD: Pursuant to Section 253 of the General Corporation Law of the
State of Delaware and Section 23B.11.050 of the Business Corporation Act
of the State of Washington, no approval was required from the stockholders
of the Company or the shareholders of Modern Manufacturing.
FOURTH: Anything herein or elsewhere to the contrary notwithstanding,
this merger may be amended or terminated and abandoned by the Board of
Directors of the Company at any time prior to the date of filing the merger
with the Secretary of State.
IN WITNESS WHEREOF, the Company has caused this Certificate of
Ownership to be signed by Douglas B. Solomon, its Secretary, as of January
18, 1999.
By: /s/ Douglas B. Solomon
-------------------------
Douglas B. Solomon
Secretary