Exhibit 3.45
| |
|
|
|
|
APPROVED by the Division of Corporations
|
|
|
|
RECEIVED |
and Commercial Code of the Utah State
|
|
|
|
1988 DEC 21 AM 11:31 |
Department of Business Regulation
|
|
|
|
DIVISION OF CORPORATION |
on the 21st day of Dec A.D. 1988
|
|
|
|
STATE OF UTAH |
Corporate Documents Examiner m.c |
|
|
|
|
Fees Paid $35.00 |
|
|
|
|
ARTICLES OF AMENDMENT
TO THE
ARTICLES
OF INCORPORATION OF
LITE TOUCH, INC.
Pursuant to the provisions of Section 16-10-54, Section 16-10-55, and Section 16-10-57 of the
Utah Code Annotated (1953), as amended and supplemented (the “Code”), the undersigned corporation
adopts the following Articles of Amendment to its Articles of Incorporation:
I.
The name of the corporation is LITE TOUCH, INC.
II.
The following amendment to the Articles of Incorporation was adopted by the shareholders of
said corporation in the manner prescribed by the Utah Business Corporation Act and other applicable
law. The amendment shall delete existing Article IV of the Articles of Incorporation of Lite
Touch, Inc. in its entirety, and in place thereof, the following new Article IV of the
corporation’s Articles of Incorporation shall read as follows:
ARTICLE IV.
CAPITALIZATION. The aggregate number of shares which the
corporation shall have the authority to issue is Fifty Thousand (50,000) shares
of common stock having a par value of One Dollar ($1.00) per share. The common
stock shall be divided into two classes: Class A voting
stock, consisting of Thirty Thousand (30,000) shares of One Dollar ($1.00) par
value stock; and Class B nonvoting stock, consisting of Twenty Thousand (20,000) shares
of One Dollar ($1.00) par value stock. As part of the recapitalization,
the presently issued and outstanding stock of the corporation, consisting of One
Hundred Twenty (120) shares of Ten Dollar ($10.00) par value common stock shall
be reissued as One Thousand (1,000) shares of Class A voting stock, One Dollar
($1.00) par value. All voting rights of the corporation shall be exercised by
the holders of the Class A common stock, with each share of Class A common stock
being entitled to one vote. In all other respects, the shares of the Class A
and Class B common stock shall be the same. All shares of common stock shall
have equal rights, except as regards voting, in the event of dissolution or
final liquidation.
III.
The number of shares of capital stock of the
corporation outstanding at the time of such adoption was One Hundred Twenty (120).
IV.
One Hundred Twenty (120) shares of the capital stock of the corporation were entitled to vote
on such amendment.
V.
The number of shares voted for such amendment was One Hundred Twenty (120); no (-0-) shares
voted against such amendment.
VI.
This amendment to the Articles of Incorporation of the corporation was adopted by the
shareholders of the corporation on the 20th day of December, 1988.
- 2 -
IN WITNESS WHEREOF, these Articles of Amendment to the Articles of Incorporation have been
executed this 20 day of
December, 1988.
| |
|
|
|
|
|
|
| |
|
LITE TOUCH, INC., |
|
|
| |
|
a Utah corporation |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Don L. Buehner |
|
|
|
|
|
|
Don L. Buehner
|
|
|
|
|
|
|
President |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ William N. Jones |
|
|
|
|
|
|
|
|
|
|
|
|
|
William N. Jones |
|
|
|
|
|
|
Secretary |
|
|
| |
|
|
STATE OF UTAH
|
|
) |
|
|
: ss. |
COUNTY OF SALT LAKE
|
|
) |
On the 20 day of December, 1988, personally appeared before me Don L. Buehner and William N.
Jones who, being by me duly sworn, did say that they are the President and Secretary, respectively,
of LITE TOUCH, INC., a Utah corporation, and that the foregoing Amendment to the Articles of
Incorporation of said corporation were signed on behalf of said corporation by authority of a
resolution of its shareholders and board of directors, and said officers duly acknowledged to me
that said corporation executed the same and that the statements contained therein are true.
| |
|
|
|
|
|
|
/s/ [ILLEGIBLE[ |
|
|
|
|
NOTARY PUBLIC |
|
|
|
|
Residing at:
|
|
Salt Lake Country |
My Commission Expires:
6-10-91
5964D
- 3 -
| |
|
|
STATE OF UTAH
|
|
) |
|
|
: ss. |
COUNTY OF SALT LAKE
|
|
) |
On
the 4th day of May, 1988, personally appeared before me Don L. Buehner and William N. Jones
who, being by me duly sworn, did say that they are the President and Secretary, respectively, of
LITE TOUCH, INC., a Utah corporation, and that the foregoing amendment to the Articles of
Incorporation of said corporation were signed on behalf of said corporation by authority of a
resolution of its shareholders and Board of Directors, and said officers duly acknowledged to me
that said corporation executed the same and that the statements contained therein are true.
| |
|
|
|
|
|
|
/s/
[ILLEGIBLE] |
|
|
|
|
NOTARY PUBLIC |
|
|
|
|
Residing in:
|
|
Salt Lake Country |
My Commission Expires:
6-10-91
5488D
- 4 -
| |
|
|
|
|
APPROVED by the Division of Corporations
|
|
|
|
RECEIVED |
and Commercial Code of the Utah State
|
|
|
|
1988 MAY 10 PM 12:00 |
Department of Business Regulation
|
|
|
|
DIVISION OF CORPORATION |
on the 10st day of May A.D. 1988
|
|
|
|
STATE OF UTAH |
Corporate Documents Examiner m.c |
|
|
|
|
Fees Paid $35.00 |
|
|
|
|
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
LITE TOUCH, INC.
Pursuant to the provisions of Section 16-10-54, Section 16-10-55 and Section 16-10-57 of the
Utah Code Annotated (1953), as amended and supplemented (the “Code”), the undersigned corporation
adopts the following Articles of Amendment to its Articles of Incorporation:
I.
The name of the corporation is LITE TOUCH, INC.
II.
The following amendment to the Articles of Incorporation was adopted by the shareholders of
said corporation in the manner prescribed by the Utah Business Corporation Act and other applicable
law. The amendment shall be Article XII of the corporation’s Articles of Incorporation.
ARTICLE XII.
LIMITATION ON LIABILITY. Within the meaning of and in accordance with Code Section
16-10-49.1:
(1) 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 as provided in this
Article.
(2) The limitation of liability contemplated in this
Article shall not extend to (a) any breach of the director’s
duty of loyalty to the corporation or its stockholders, (b) any
act or omission not in good faith or which involves intentional
misconduct or a knowing violation of law, (c) any transaction
from which the director derived an improper personal benefit,
(d) any actions under Code Section 16-10-44 (unlawful payment
of dividends or unlawful stock purchases or other
distributions), or (e) any acts or omissions of a director of
the corporation prior to the date of this amendment.
(3) Any repeal or modification of this Article by the
stockholders of the corporation shall not adversely affect any
right or protection of a director of the corporation existing
at the time of such repeal or modification.
(4) Without limitation, this Article shall be applied
and interpreted, and shall be deemed to incorporate, any Code
provision, as the same exists or may hereafter be amended, as
well as any applicable interpretation of Utah law, so that
personal liability of any director or officer of the
corporation to the corporation or its stockholders, or any
third person, shall be eliminated or limited to the fullest
extent from to time permitted by Utah law.
- 2 -
III.
The number of shares of capital stock of the corporation outstanding at the time of such
adoption was One Hundred Twenty (120).
IV.
One Hundred Twenty (120) shares of the capital stock of the corporation were entitled to vote
on such amendment.
V.
The number of shares voted for such amendment was One Hundred Twenty (120); No (-0-) shares
voted against such amendment.
VI.
This amendment to the Articles of Incorporation of the corporation was adopted by the
shareholders of the corporation on the
4th day of May, 1988.
IN WITNESS WHEREOF, these Articles of Amendment to the Articles of Incorporation have been
executed this
4th day of May, 1988.
| |
|
|
|
|
|
|
| |
|
LITE TOUCH, INC., |
|
|
| |
|
a Utah corporation |
|
|
|
|
|
|
|
|
|
|
|
By
|
|
/s/ Donald L. Buehner |
|
|
|
|
|
|
Donald L. Buehner
|
|
|
|
|
|
|
President |
|
|
|
|
|
|
|
|
|
|
|
By
|
|
/s/ William N. Jones |
|
|
|
|
|
|
|
|
|
|
|
|
|
William N. Jones |
|
|
|
|
|
|
Secretary |
|
|
- 3 -
| |
|
|
APPROVED by the Division of Corporations |
|
|
and Commercial Code of the Utah State |
|
|
Department of Business Regulation |
|
|
on the 9th day of Jan A.D. 1986 |
|
|
Corporate Documents Examiner B5 |
|
|
Fees Paid $50.00 |
|
|
ARTICLES OF INCORPORATION
OF
LITE TOUCH, INC.
We, the undersigned natural persons of the age of twenty-one years or more, acting as
incorporators of a corporation under the Utah Business Corporation Act, adopt the following
Articles of Incorporation for such corporation:
ARTICLE I.
NAME. The name of the corporation is
LITE TOUCH, INC.
ARTICLE II.
DURATION. The corporation shall exist perpetually or until dissolved according to
law.
ARTICLE III.
PURPOSES. The purposes for which the corporation is organized are:
(a) To engage in the general business of electrical and electronic
manufacturing, fabrication, assembly, distribution and sales, including
integrated lighting controls, sound and audio controls, energy management and
other controls and equipment of every description.
(b) To purchase, acquire, own, hold, lease,
mortgage, encumber, sell and dispose of any and
all kinds and character of real, personal and
mixed property (the foregoing particular enumeration in no sense being used by way of
exclusion
or limitation) and while the owner thereof, to
exercise all the rights powers and privileges of
ownership, including, in the case of stocks and shares, the right to vote thereon.
(c) To enter into, make and perform con
tracts of every kind and description, to borrow
and lend money, with or without security, and to
endorse or otherwise guarantee the obligations of
others.
(d) To act as principal or agent for others
and receive compensation for all services which
it may render in the performance of the duties of
an agency character.
(e) To purchase, hold, sell and transfer
the shares of its own capital stock.
(f) To engage in the general business of
investing, on behalf of itself and others, any
part of its capital and such additional funds as
it may obtain, or any interest thereon, either as
- 2 -
tenant in common or otherwise, and to sell or
otherwise dispose of the same, or any part
thereof, or any interest therein.
(g) To conduct researches, investigations
and examinations of businesses and enterprises of
every kind and description, both within and
without the State of Utah.
(h) To engage in any and all other lawful
purposes, activities and pursuits presently or
hereafter allowed by law, whether similar or dissimilar to the foregoing.
(i) To engage in any and all business
activities and pursuits which may be reasonably related to the foregoing purposes.
The corporation shall have all powers, allowed by law, including, without limitation, those
powers described in Section 16-10-4 and Section 16-10-5, Utah Code Annotated, 1953, as amended and
supplemented.
The purposes stated herein shall be construed as powers as well as purposes, and the matters
expressed in any clause shall not be limited by reference to or inference from the terms of any
other, but shall be regarded as independent purposes and powers; and the enumeration of specific
purposes and powers shall not be construed to limit or restrict the
- 3 -
meaning of general terms of the general powers; nor shall the expression of one thing be deemed to
exclude another not expressed, although it be of like nature.
ARTICLE IV.
CAPITALIZATION. The aggregate number of shares which the corporation shall have the
authority to issue is Five Thousand (5,000) shares of Common Stock having a par value of Ten
Dollars ($10.00) per share. All voting rights of the corporation shall be exercised by the holders
of the Common Stock, with each share of Common Stock being entitled to one vote. All shares of
Common Stock shall have equal rights in the event of dissolution or final liquidation.
ARTICLE V.
PAID-IN CAPITAL. The corporation will not commence business until consideration of
the value of at least one thousand dollars has been received for the issuance of shares.
ARTICLE VI.
BY-LAWS. Provisions for the regulation of the internal affairs of the corporation
shall be set forth in the By-Laws. Changes in the By-Laws can only be made upon the approval of
not less than three-fourths of the then issued and outstanding capital stock of the corporation.
- 4 -
ARTICLE VII.
PREEMPTIVE RIGHTS. No holder of shares of the capital stock of any class of the
corporation shall have any preemptive or preferential rights of subscription to any shares of any
class of stock of the corporation, whether now or hereafter authorized, or to any obligations
convertible into stock of the corporation, issued or sold. The term “convertible obligations” as
used herein shall include any notes, bonds or other evidences of indebtedness to which are attached
or with which are issued warrants or other rights to purchase stock of the corporation.
ARTICLE VIII.
REGISTERED OFFICE AND AGENT. The address of the initial registered office of the
corporation is 2975 South 300 West, Salt Lake City, Utah 84115, and the name of its initial
registered agent at such address is Mark A. Schwendiman.
ARTICLE IX.
DIRECTORS. The number of directors which shall constitute the Board of Directors of
the corporation may vary from three (3) to nine (9) directors as prescribed by the by-laws. The
number of directors constituting the initial Board of Directors of the corporation shall be three
(3) and the names and addresses of the persons who are to serve as
- 5 -
directors until the first meeting of the shareholders or until their successors are elected
and shall qualify are:
| |
|
|
| NAME |
|
ADDRESS |
William N. Jones |
|
2975 South 300 West |
|
|
Salt Lake City, Utah 84115 |
|
|
|
Mark A. Schwendiman |
|
2975 South 300 West |
|
|
Salt Lake City, Utah 84115 |
|
|
|
Donald L. Buehner |
|
2975 South 300 West |
|
|
Salt Lake City, Utah 84115 |
ARTICLE X.
AMENDMENT TO ARTICLES. These Articles may be amended only upon the approval of
not less than three-fourths of the then issued and outstanding capital stock of the
corporation.
ARTICLE XI.
INCORPORATORS. The name and address of each incorporator is:
| |
|
|
| NAME |
|
ADDRESS |
William N. Jones |
|
2975 South 300 West |
|
|
Salt Lake City, Utah 84115 |
|
|
|
Mark A. Schwendiman |
|
2975 South 300 West |
|
|
Salt Lake City, Utah 84115 |
|
|
|
Donald L. Buehner |
|
2975 South 300 West |
|
|
Salt Lake City, Utah 84115 |
- 6 -
DATED
this 20th day of September, 1985.
| |
|
|
|
|
|
|
/s/ William N. Jones |
|
|
|
|
William N. Jones
|
|
|
|
|
|
|
|
|
|
/s/ Mark A. Schwendiman |
|
|
|
|
|
|
|
|
|
Mark A. Schwendiman |
|
|
|
|
|
|
|
|
|
/s/ Donald L. Buehner |
|
|
|
|
|
|
|
|
|
Donald L. Buehner |
|
|
| |
|
|
STATE OF UTAH
|
|
) |
|
|
: ss. |
COUNTY OF SALT LAKE
|
|
) |
On
the 20th
day of Sept, 1985, personally
appeared before me WILLIAM N. JONES, MARK A. SCHWENDIMAN and DONALD L. BUEHNER, who, being by me
duly sworn, declared that they are the persons who signed the within and foregoing Articles of
Incorporation as incorporators, and that the statements contained therein are true.
| |
|
|
|
|
|
|
/s/ Ellen E. Campbell |
|
|
|
|
Notary Public
|
|
|
|
|
Residing at Salt Lake City, Utah |
|
|
My Commission Expires:
2/19/86
5347S
- 7 -
ACKNOWLEDGMENT
The undersigned, MARK A. SCHWENDIMAN, hereby acknowledges that he has been named as registered
agent of LITE TOUCH, INC., a Utah corporation, to be formed pursuant to Articles of Incorporation
to which this Acknowledgment is attached, and hereby agrees to act as registered agent of said
corporation.
| |
|
|
|
|
|
|
/s/ MarK A. schwendiman |
|
|
|
|
MarK A. schwendiman
|
|
|
| |
|
|
STATE OF UTAH
|
|
) |
|
|
: ss. |
COUNTY OF SALT LAKE
|
|
) |
On
this 20th day of Sept, 1985, personally
appeared before me MARK A. SCHWENDIMAN, the signer of the foregoing Acknowledgment, who duly
acknowledged to me that he executed the same.
| |
|
|
|
|
|
|
/s/ [ILLEGIBLE] |
|
|
|
|
Notary Public
|
|
|
|
|
Residing at Salt Lake City, Utah |
|
|
My Commission Expires:
2/19/86