EXHIBIT 3.1.30
ARTICLES OF MERGER OF
XXXXXXXX MANUFACTURING, INCORPORATED
(A MINNESOTA CORPORATION)
WITH AND INTO
SCI ENCLOSURES (DENTON), INC.
(A TEXAS CORPORATION)
Pursuant to the provisions of Article 5.04 of the Texas Business
Corporation Act, the undersigned corporations adopt the following Articles of
Merger.
1. An Agreement and Plan of Merger has been adopted in accordance
with the provisions of Article 5.03 of the Texas Business
Corporation Act providing for the merger of Xxxxxxxx
Manufacturing, Incorporated with and into SCI Enclosures
(Denton), Inc. (the "Surviving Corporation") A copy of the
Agreement and Plan of Merger is attached hereto as Exhibit A.
2. The name and state of domicile of the constituent corporations
are as follows:
(a) Xxxxxxxx Manufacturing Incorporated, a Minnesota
corporation ("Xxxxxxxx"); and
(b) SCI Enclosures (Denton), Inc., a Texas corporation ("SCI
Enclosures").
3. The Agreement and Plan of Merger was duly authorized and
approved by the directors and the sole shareholder of Xxxxxxxx
pursuant to Section 302A.613 of the Minnesota Business
Corporation Act and its corporate documents. The total number
of shares outstanding of Xxxxxxxx is 100,000 shares. All
shares were voted FOR the Agreement and Plan of Merger by the
sole shareholder.
4. The Agreement and Plan of Merger was duly authorized and
approved by the directors and sole shareholder of SCI
Enclosures pursuant to Section 5.03 of the Texas Business
Corporation Act and its corporate documents. The total number
of shares outstanding of SCI Enclosures is 100 shares. All
share were voted FOR the Agreement and Plan of Merger by the
sole shareholder.
5. SCI Enclosures will be the entity surviving the Merger (the
"Surviving Corporation"), and the Articles of Incorporation of
SCI Enclosures, as filed with the Secretary of State of Texas,
will be the Articles of Incorporation of the Surviving
Corporation [The Surviving Corporation will be responsible for
the payment of all fees and franchise taxes of the merged
corporation and will be obligated to pay such fees and
franchise taxes if the same are not timely paid.]
6. The Merger shall be effective on June 30, 2001, at 11:58 p.m.
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IN WITNESS WHEREOF, Xxxxxxxx Manufacturing, Incorporated and SCI
Enclosures (Denton), Inc. have each executed these Articles of Merger this
26th day of June, 2001.
SCI ENCLOSURES (DENTON), INC.
(SURVIVING CORPORATION)
By: /s/ Xxxxxx X. Xxxx
----------------------------------------
Name: Xxxxxx X. Xxxx
Title: Executive Vice President
XXXXXXXX MANUFACTURING,
INCORPORATED
By: /s/ [ILLEGIBLE]
----------------------------------------
Name: [ILLEGIBLE]
Title: SVP & Chief Financial Officer
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EXHIBIT A
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (the "Plan of Merger") dated as of
June 15, 2001, is by and between SCI ENCLOSURES (DENTON), INC. a Texas
corporation, and Xxxxxxxx Manufacturing, Incorporated, a Minnesota corporation
(the "Constituent Corporations").
STATEMENT OF FACTS
The Board of Directors of each of the Constituent Corporations have
determined that it is advisable and for the benefit of the Constituent
Corporations to merge according to the term and conditions of this Plan of
Merger.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Constituent Corporations agree
as follows:
1. The names of the merging entities are:
SCI Enclosures (Denton), Inc., a Texas Corporation (the
"Surviving Corporation"); and
Xxxxxxxx Manufacturing, Incorporated, a Minnesota corporation
(the "Merging Corporation").
2. Upon the filing of the articles of merger with the Secretary
of State of Minnesota and the Secretary of State of Texas, pursuant to the
provisions of the applicable statutes of the states of Minnesota and Texas, the
Merging Corporation will be merged with and into the Surviving Corporation (the
"Merger") and the existence of the Merging Corporation shall cease.
3. The Articles of Incorporation ("Exhibit A"), Bylaws, directors
and officers of SCI Enclosures (Denton), Inc. at the effective time and date of
the Merger shall be the Articles of Incorporation, Bylaws, Directors and
officers of the Surviving Corporation.
4. At the Effective Time (as defined below), each share of stock
of the Merging Corporation issued and outstanding immediately prior to the
Effective Time shall be automatically and without further action cancelled and
retired. Each share of stock held in the Surviving Corporation issued and
outstanding immediately prior to the Effective Time shall remain outstanding.
5. This Plan of Merger has been submitted to the directors and
sole shareholder of the Merging Corporation and to the directors and sole
shareholder of the Surviving Corporation and has been approved in the manner
prescribed by the provisions of the laws of the states of Minnesota and Texas,
respectively.
6. The directors and the proper officers of each of the
Constituent Corporations, respectively, are hereby authorized, empowered and
directed to do any and all acts and things, and to make, execute, deliver, file
and record any and all instruments, papers and documents necessary, proper or
convenient to carry out the Merger (including, without limitation, filing a
description or plan of merger or resolutions adopting the same in any form
whatsoever, so long as such document is not inconsistent with this Plan of
Merger).
7. The Merging Corporation and the Surviving Corporation intend
that the effective date of the Merger be June 30, 2001. The merger of the
Merging Corporation and the Surviving Corporation shall be effective upon the
filing of the articles of merger necessary to effect the Merger, or such other
date and time as may be specified therein, or such other date and time as the
directors and proper officers of the Surviving Corporation and the Surviving
Corporation may determine (the "Effective Time").
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IN WITNESS WHEREOF, the Constituent Corporations have each caused this
Agreement to be executed by their respective duly authorized officers, as of the
date first above written.
SURVIVING CORPORATION:
SCI ENCLOSURES (DENTON), INC.
By: /s/ Xxxxxx X. Xxxx
----------------------------------------
Name: Xxxxxx X. Xxxx
Title: Executive Vice President
MERGING CORPORATION:
XXXXXXXX MANUFACTURING,
INCORPORATED
By: /s/ [ILLEGIBLE]
----------------------------------------
Name: [ILLEGIBLE]
Title: SVP & CFO
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EXHIBIT A
ARTICLES OF INCORPORATION OF SCI ENCLOSURES (DENTON), INC.
ARTICLES OF INCORPORATION
OF
SCI ENCLOSURES (DENTON), INC.
The undersigned, a natural person of the age of eighteen years or more,
acting as sole incorporator of a corporation under the provisions of the Texas
Business Corporation Act ("TBCA"), adopts the following Articles of
Incorporation:
ARTICLE I
The name of the corporation is SCI Enclosures (Denton), Inc.
ARTICLE II
The period of duration of the corporation is perpetual.
ARTICLE III
The purpose for which the corporation is organized is the transaction
of any or all lawful business for which corporations may be incorporated under
the Texas Business Corporation Act.
ARTICLE IV
Section 4.1 The aggregate number of share that the corporation shall
have authority to issue is one thousand (1000) shares of common stock with the
par value of ten cents ($0.10) each.
Section 4.2 No shareholder or other person shall have any pre-emptive
right whatsoever to acquire additional, unissued or treasury shares of the
corporation, or securities of the corporation convertible into or carrying a
right to subscribe to or acquire shares, or any other securities or property
whatsoever.
Section 4.3 Cumulative voting shall not be permitted.
ARTICLE V
The corporation will not commence business until it has received for
the issuance of its shares consideration of the value of one thousand dollars
($1,000.00), consisting of money, labor done or property actually received.
ARTICLE VI
The street address of the initial registered office of the corporation
is 000 X. Xx. Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000, and the name of its initial
registered agent at that address is CT Corporation System.
ARTICLE VII
The number of directors of the corporation shall be fixed as determined
by the Bylaws. The number of directors constituting the initial board of
directors is three (3), and the names and addresses of the persons who are to
serve as directors until the first annual meeting of the shareholders or until
their successors are elected and qualified are:
Name Address
A. Xxxxxx Xxxx 0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Xxxxxx X. Xxxxxxxx 0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Xxxxxxx X. Xxxxxxxx 0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
ARTICLE VIII
Any action required by the TBCA to be taken at any annual or special
meeting of shareholders, or any action that may be taken at any annual or
special meeting of the shareholders may be taken without a meeting, without
prior notice, and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holder or holders of shares
having not less than the minimum number of votes that would be necessary to take
such action at a meeting at which the holders of all shares entitled to vote on
the action were present and voted.
ARTICLE IX
A director of the corporation shall not be liable to the corporation or
its shareholders for monetary damages for an act or omission in the director's
capacity as a director, except that this Article IX does not eliminate or limit
the liability of a director to the extent the director is found liable for (i) a
breach of the directors duty of loyalty to the corporation or its shareholders;
(ii) an act or omission not in good faith that constitutes a breach of duty of
the director to the corporation or an act or omission that involves intentional
misconduct or a knowing violation of the law; (iii) a transaction from which the
director received in improper benefit, whether or not the benefit resulted form
an action taken within the scope of the director's office; or (iv) an act or
omission or which the liability of a director is expressly provided by an
applicable statute. Any repeal or amendment of this Article IX by the
shareholders of the corporation shall be prospective only and shall not
adversely affect any limitation on the liability of a director of the
corporation existing at the time of such repeal or amendment. In addition to the
circumstances in which the director of the corporation is not liable as set
forth in the preceding sentences, the director shall not be liable to the
fullest extent permitted by any provisions of the statutes of the State of Texas
hereafter enacted that further limits the liability of a director.
ARTICLE X
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The Board of Directors is expressly authorized to adopt, amend and
repeal the bylaws. The corporation's shareholders are hereby expressly
prohibited from amending or repealing the bylaw.
ARTICLE XI
The name and address of the incorporator of the Corporation is as
follows:
Name Address
Xxxxxxx X. Xxxxx 000 Xxxxxxxxx Xx., N.E., 16th Floor
Atlanta, Georgia 30303
IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of June,
2001.
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
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