Exhibit
3.59
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
IMS ACQUISITION SUB, INC., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware (hereinafter, the Corporation),
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of IMS Acquisition Sub, Inc.,
resolutions were duly adopted setting forth a proposed amendment of the Certificate of
Incorporation of said corporation, declaring said amendment to be advisable and calling a
meeting of the stockholders of said corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this Corporation be
amended by changing Article First so that, as amended said Article shall be
and read as follows:
FIRST: The name of the corporation is NORDYNE INTERNATIONAL, INC.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special
meeting of the stockholders of said corporation was duly called and held, upon notice in
accordance with Section 222 of the General Corporation law of the state of Delaware at which
meeting the necessary number of shares as required by statute were voted in favor of the
amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Corporation has caused this Certificate to be signed by its
duly authorized officer this
13th day of June, 2005.
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IMS ACQUISITION SUB, INC.
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By: |
/s/ Edward J. Cooney
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Vice President and Treasurer |
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Edward J. Cooney |
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CERTIFICATE OF INCORPORATION
FIRST: The name of this corporation shall be IMS ACQUISITION SUB, INC.
SECOND: Its registered office in the State of Delaware is to be located at 2711
Centerville Road, Suite 400, in the City of Wilmington, County of New Castle and its
registered agent at such address is CORPORATION SERVICE COMPANY.
THIRD; The purpose or purposes of the corporation shall be:
To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.
FOURTH; The total number of shares of stock which this corporation is authorized to
issue is 3,000 shares of common stock $0.01 par value.
FIFTH: The name and address of the incorporator is as follows:
Dawn M. Urbanowicz
c/o Nortek, Inc.
50 Kennedy Plaza
Providence, RI 02903
SIXTH: The Board of Directors shall have the power to adopt, amend or repeal the
by-laws.
SEVENTH: No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such director as a
director. Notwithstanding the foregoing sentence, a director shall be liable to the
extent provided by applicable law, (i) for breach of the directors duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) pursuant to
Section 174 of the Delaware General Corporation Law or (iv) for any transaction from
which the director derived an improper personal benefit. No amendment to or repeal of
this Article Seventh shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to any acts or omissions
of such director occurring prior to such amendment.
IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has
executed signed and acknowledged this certificate of incorporation
this 3rd day
of May, A.D. 2005.
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/s/ Dawn M. Urbanowicz
Name: Dawn M. Urbanowicz
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Incorporator |
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