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Exhibit 3.91
STATE OF FLORIDA
DEPARTMENT OF STATE
I certify the attached is a true and correct copy of the Amended and Restated Articles of Incorporation, as amended to date, for SYCOLEMAN CORPORATION, a corporation organized under the laws of the State of Florida, as shown by the records of this office.
The document number of this corporation is F02002.
Given under my hand and the
Great Seal of the State of Florida
At Tallahassee, the Capitol, this the
Thirteenth day of May, 2003
Glenda E. Hood
Secretary of State
GREAT SEAL OF THE STATE O F FLORIDA IN GOD WE TRUST CR2E022 (2-03)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
--------------------------------------------------------------------------------
Coleman Research Corporation --------------------------------------------------------------------------------
(present name) --------------------------------------------------------------------------------
Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida profit corporation adopts the following articles of amendment to its articles of incorporation:
FIRST: Amendment(s) adopted: (indicate article number(s) being amended, added or deleted)
Article I is amended to read as follows:
"The name of this corporation is SYColeman Corporation".
SECOND: If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself, are as follows:
THIRD: The date of each amendment's adoption: November 14th, 2002
FOURTH: Adoption of Amendment(s) (CHECK ONE)
[ ] The amendment(s) was/were approved by the shareholders. The number
of votes cast for the amendment(s) was/were sufficient for
approval.
[ ] The amendment(s) was/were approved by the shareholders through
voting groups.
The following statement must be separately provided for each voting
group entitled to vote separately on the amendment(s):
"The number of votes cast for the amendment(s) was/were
sufficient for approval by
-------------------------------------------------------------
voting group
[X] The amendment(s) was/were adopted by the board of directors without
shareholder action and shareholder action was not required.
[ ] The amendment(s) was/were adopted by the incorporators without
shareholder action and shareholder action was not required.
Signed this 14th day of November, 2002
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Signature /s/ Christopher C. Cambria
----------------------------------------------------------------------
(By the Chairman or Vice Chairman of the Board of Directors, President
or other officer if adopted by the shareholders)
OR
(By a director if adopted by the directors)
OR
(By an incorporator if adopted by the incorporators)
Christopher C. Cambria
----------------------------------
Type or printed name
Director
----------------------------------
Title
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ARTICLES OF MERGER
The undersigned domestic Corporations, pursuant to Section 607,1101 of the Florida Business Corporation Act, hereby execute the following Articles of Merger:
First: The names of the corporations proposing to merge and the names of the States under the laws of which such corporations are organized are as follows:
Name of Corporation State of Incorporation
------------------- ----------------------
Coleman Research Corporation Florida
Aegis Engineering, Inc. Florida
Second: The laws of the State of Florida under which both corporations are organized under permit such merger and both corporations are complying with the applicable provisions of the Florida Business Corporation Act in effecting the merger.
Third: The name of the Surviving Corporation is Coleman Research Corporation.
Fourth: The Plan of Merger is as follows:
1. The name of each of the domestic corporations of the merger is as follows: Coleman Research Corporation, a wholly-owned subsidiary of Thermo Electron Corporation, a Delaware corporation, and Aegis Engineering, Inc.
2. Effective upon issuance of the Certificate of Merger by the Secretary of State of Florida, Aegis Engineering, Inc. (hereinafter referred to as the "Merging Corporation") will merge into Coleman Research Corporation (the "Surviving Corporation"), and Coleman Research Corporation shall be the surviving corporation resulting from the merger.
3. Until altered, amended or repealed, as therein ________________ Bylaws of the Surviving Corporation in effect as of' the date of these Articles of Merger shall continue to be the Bylaws of the Surviving Corporation.
4. The principal office of the Surviving Corporation shall be the principal office of the Surviving Corporation as of the date of the Articles of Merger.
5. The Surviving Corporation shall ray all the expenses of carrying the Articles of Merger into effect and of accomplishing the merger.
6. Upon the date when the Articles of Merger shall become effective (hereinafter referred to as the "Effective Date"), the separate existence of the Merging Corporation shall cease, and the Merging Corporation shall be merged into the Surviving Corporation, which shall possess all the rights, privileges, powers and franchises, and be subject to all of the restrictions, liabilities and duties of the corporation party to the Merger, and all and singular, the rights, privileges, powers and franchises of said corporation, and all property, real, personal and mixed, and all debts due to said corporation shall be vested in the Surviving Corporation: and all property, rights and privileges, powers and franchises, and all and every other interest, shall thereafter be as effectively the property of the Surviving Corporation as they were of the constituent corporation, and the title to any real estate, whether by deed or otherwise,
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vested in said corporation party hereto, shall not revert or be in any way impaired by reason of this merger, provided that all the rights of creditors and all liens upon the property of the corporation party hereto shall be preserved unimpaired, and all debts, liabilities and duties of the Merging Corporation shall forthwith attach to the said Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.
7. If, at any time, the Surviving Corporation shall consider or be advised that any further actions are necessary or desirable to vest in said Surviving Corporation, according to the terms hereof, the title to any property or rights of the said Merging Corporation, the proper officers and directors of said Merging Corporation shall and will execute and make all such proper assignments and assurances, and do all things necessary or proper to vest title in such property or rights in the Surviving Corporation. and otherwise to carry out the purposes of the Merger.
8. The manner of converting the outstanding capital shares of the merging corporations shall he as follows:
(a) Conversion of Shares. Upon the Effective Date, all of the outstanding common shares of the Surviving Corporation shall remain issued and outstanding to its sole shareholder Thermo Electron Corporation, the parent corporation of the Surviving Corporation. Upon the Effective Date, all of the outstanding common shares of the Merging Corporation shall be transferred, exchanged and/or converted for or into a number of shares of common stock of Thermo Electron Corporation ("Thermo Shares") which, when multiplied by the average closing per share price of the common stock of Thermo Electron Corporation on the New York Stock Exchange for the five (5) trading days preceding the Closing Date would equal $460,000. The Thermo Shares shall be delivered as soon as practicable after the Effective Date, but in no event more than sixty (60) days from the Closing Date. The Thermo Shares shall be subject to the Forfeiture Agreement signed on the Closing Date and pending the expiration of the period of forfeiture as described in the Forfeiture Agreement, the Thermo Shares, subject to forfeiture, shall be held in escrow pursuant to the terms of an Escrow Agreement. The issuance of the Thermo Shares shall not be registered under the Securities Act of 1933 (the Securities Act"), however, the Thermo Shares will be registered under the Securities Act before the first anniversary of the Closing Date, if an exemption from registration under the Securities Act does not otherwise exist.
FIFTH: The effective date of this Certificate of Merger shall be the 31st day March, 1996.
SIXTH: The Agreement and Plan of Merger was adopted by the Board of Directors of Coleman Research Corporation on the 5th day of April, 1996 and no action was required by the sole shareholder of the Surviving Corporation, Thermo Electron Corporation. The sole Shareholder and Board of Directors of Aegis Engineering adopted the Plan of Merger on the 5th day of April, 1996.
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Signed this 5th day of April, 1996.
COLEMAN RESEARCH CORPORATION
By /s/ James B. Morrison
-----------------------------
James B. Morrison
Its President
By /s/
-----------------------------
Its Secretary, who by
this signature also attests
(CORPORATE SEAL)
(THE "SURVIVING CORPORATION")
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Signed this 5th day of April, 1996.
AEGIS ENGINEERING, INC.
By /s/ Michael G. Stelling
-----------------------------
Michael G. Stelling
Its President
By /s/ Michael G. Stelling
-----------------------------
Its Secretary, who by
this signature also attests (CORPORATE SEAL)
(THE "MERGING CORPORATION")
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STATE OF FLORIDA )
COUNTY OF ____________ )
The foregoing instrument was acknowledged before me this 5 day of April, 1996, by James B. Morrison, President of Coleman Research Corporation, on behalf of the Corporation.
My commission expires: ______________
/s/ C. Van Dermark
--------------------------------
Notary Public (SEAL) Notary Seal
STATE OF ________________ )
COUNTY OF ____________ )
The foregoing instrument was acknowledged before me this ___ day of ____, 1996, by Michael G. Stelling, President of Aegis Engineering Corporation, on behalf of the Corporation.
My commission expires: ______________
-------------------------------
Notary Public (SEAL)
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STATE OF FLORIDA
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
COLEMAN RESEARCH CORPORATION
(BY VOTE OF SHAREHOLDERS)
Pursuant to Sections 607.1006 and 607.1007 of the Florida Business Corporation Act, the undersigned corporation hereby adopts these Amended and Restated Articles of Incorporation.
ARTICLE I - NAME, PRINCIPAL OFFICE AND MAILING ADDRESS
-----------------------------------------------------------
(a) The name of this corporation is COLEMAN RESEARCH CORPORATION.
(b) The principal office of the corporation is located at 201 South Orange Avenue Suite 1300, Orlando, Florida 32801, and the mailing address of the corporation is 201 South Orange Avenue, Suite 1300, Orlando, Florida 32801.
ARTICLE II - DURATION
--------------------------
This Corporation shall have perpetual existence.
ARTICLE III - PURPOSE
------------------------
This Corporation is organized for the following purposes:
(a) To operate a business engaged in studies, consultation, planning, engineering and other support efforts of a high technology nature involving defense, space, energy, and similar programs; to operate necessary facilities in support of such activities and to carry on any and all operations related thereto.
(b) To transact any and all lawful business.
ARTICLE IV - POWERS
-----------------------
This corporation shall have all of the corporate powers enumerated in the Florida Business Corporation Act.
ARTICLE V - CAPITAL STOCK
------------------------------
(a) The total number of shares which the Corporation shall have the authority to issue is 50,000,000 shares of Common of the par value of $.001 per share, constituting a total authorized capital of $50,000, and consisting of such one class only.
(b) Except as otherwise provided by law or in the by-laws of the corporation, the entire voting power for the election of directors and for all other purposes shall be vested exclusively in the holders of the outstanding Common Stock of the corporation, and each shareholder shall have one vote per share of Common Stock.
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ARTICLE VI - PRE-EMPTIVE RIGHTS
-------------------------------
The shareholders of this corporation shall have no preemptive right to acquire unissued or treasury shares of the corporation or securities of the corporation convertible into or carrying a right to subscribe to or acquire shares.
ARTICLE VII - REGISTERED OFFICE AND AGENT
-----------------------------------------
The street address of the registered office of this corporation is 201 South Orange Avenue, Suite 1300, Orlando, Florida 32801, and the name of the registered agent of this corporation at that address is James B. Morrison.
ARTICLE VIII - INITIAL BOARD OF DIRECTORS
-----------------------------------------
This article has been deleted and no substitution made.
ARTICLE IX - INCORPORATOR
-------------------------
The name and address of the person signing the initial articles of incorporation was:
Thomas Jefferson Coleman
6123 Parawood Drive
Orlando, FL 32811
ARTICLE X - BY-LAWS
-------------------
The power to adopt, alter, amend or repeal by-laws shall be vested in the Board of Directors and the shareholders.
ARTICLE XI - OFFICERS
---------------------
The officers of the corporation shall be a president and such other officers as shall be determined by the Board of Directors.
The Board of Directors may provide for the election or appointment and prescribe the duties of all officers and agents as the board may deem desirable and proper, and may take such action not inconsistent with the Articles of Incorporation and the by-laws of the corporation and the laws of the State of Florida as such board may deem advisable for the conduct and operation of the business of the corporation.
ARTICLE XII - MEETINGS
----------------------
Meetings of shareholders and directors, including the time, place, and manner of calling such meetings, shall be fixed by the by-laws of the corporation.
ARTICLE XIII - AMENDMENT
------------------------
This corporation reserves the right to amend or repeal any provisions contained in these Articles of Incorporation, or any amendment hereto, and any right conferred upon the shareholders is subject to this reservation.
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ARTICLE XIV - STOCK RESTRICTION
-------------------------------
This article has been deleted and no substitution made.
***************
The Articles of Incorporation, as amended, have been further amended by these Amended and Restated Articles of Incorporation as follows:
(1) Articles VII has been amended to reflect the current address of the registered office and to name a new registered agent, which amendment does not require shareholder approval.
(2) Articles VIII setting forth the names and addresses of the initial directors has been deleted in its entirety and no substitution made, which amendment does not require shareholder approval.
(3) Article XIV restricting stock ownership to employees of the Corporation, the Corporation, a trust qualified under ss.401(a) of the Internal Revenue Code of 1986, as amended, or the Coleman Family has been deleted in its entirety and no substitution made, which amendment could be deemed to require shareholder approval.
The amendments to the Articles of Incorporation of the Corporation set forth above were adopted on the 15th day of March, 1995, by a vote of the Board of Directors and the Common shareholders of the Corporation, on which date there were 13,235,528 shares outstanding and entitled to vote thereon; and the number of votes cast for the amendments by the shareholders was sufficient for approval.
Signed this 15th day of March, 1995.
COLEMAN RESEARCH CORPORATION
By /s/ James B. Morrison
--------------------------------------
James B. Morrison
President
By /s/ Harriett C. Coleman
--------------------------------------
Harriett C. Coleman
Secretary
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VERIFICATION
I, the undersigned, as President of Coleman Research Corporation, do hereby verify that the above and foregoing instrument represents an amendment to the Articles of Incorporation of Coleman Research Corporation, a Florida corporation, as set forth in these Amended and Restated Articles of Incorporation, duly approved and adopted by a vote of the directors and the shareholders of the Corporation and that the statements contained therein are true and correct.
This 15th day of March, 1995.
/s/ James B. Morrison
--------------------------------------
James B. Morrison
President
Sworn to and subscribed before me on this 15 day of March, 1995.
/s/ C. Van Dermark
--------------------------------------
Notary Public
My Commission Expires:
Notary Seal
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ACCEPTANCE OF REGISTERED AGENT
------------------------------
The undersigned hereby accepts the designation and appointment of registered agent for service of process.
Dated this 15th day of March 1995.
/s/ James B. Morrison
--------------------------------------
James B. Morrison
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DOMESTIC CORPORATION AND FOREIGN CORPORATION
ARTICLES OF MERGER
The undersigned Corporations, pursuant to Section 607.1107 of the Florida Business Corporation Act, hereby execute the following Articles of Merger:
First: The names of the corporations proposing to merge and the names of the States under the laws of which such corporations are organized are as follows:
Name of Corporati...
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