Exhibit No. 3.3
Certificate of Incorporation of SEM Consultants III, Inc.
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FILED
AUG 14 1980
DONALD LAN
SECRETARY OF STATE
CERTIFICATE OF INCORPORATION
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SEM CONSULTANTS III, INC.
To: The Secretary of State
State of New Jersey
THE UNDERSIGNED, of the age of twenty-one (21) years or over , for
the purpose of forming a corporation pursuant to the provisions of Title 14A,
Corporations, General, of the New Jersey Statutes, does hereby execute the
following Certificate of Incorporation.
FIRST: The name of the corporation is SEM CONSULTANTS III, INC.
SECOND: The purpose or purposes for which the corporation is
organized are:
(a) To engage in the business of acting as a consultant to any
person, firm or corporation and to enter into any agreement or contract for such
purpose with respect to the design, and design evaluation of electronic,
electromechanical, and mechanical security systems, and similar types of systems
designed for the management of energy or process control.
(b) To engage in any activity within the purposes for which
corporations may be organized under the provisions of Title 14A, Corporations,
General, of the New Jersey Statutes.
(b) This corporation shall have the power to conduct its
business in all its branches in other states,
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territories and possessions of the united States, and may have one or more
offices in or outside of the State of New Jersey, and may hold, purchase,
mortgage, lease and convey real and personal property either in or outside of
the State of New Jersey.
The objects for which this corporation is formed are to do any or
all of the things herein set forth to the same extent as natural persons might
or could do, and in any part of the world, as principal, agent, through
agencies, licensees, or otherwise, and in furtherance and not in limitation of
the general powers conferred by the laws of the State of New Jersey. The
foregoing clauses shall be construed both as objects and powers.
THIRD: The aggregate number of shares which the corporation shall
have authority to issue is one thousand (1,000) shares of common stock, without
nominal or par value.
FOURTH; The address of the corporation's initial registered office
is 160 South Livingston Avenue, Livingston, New Jersey 07039 and the name of the
corporation's initial registered agent at such address is Harvey R. Poe.
FIFTH: The number of directors constituting the initial Board of
Directors shall be one; and the name and address of said director is as follows:
Carey Gage 160 South Livingston Avenue
Livingston, New Jersey 07039
SIXTH: The name and address of the incorporator is as follows:
Carey Gage 160 South Livingston Avenue
Livingston, New Jersey 07039
IN WITNESS WHEREOF, the undersigned, the incorporator
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of the above named corporation, has hereunto signed this Certificate of
Incorporation on the 8th day of August, 1980.
/s/ Carey Gage
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Carey Gage, Incorporator
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State of New Jersey
[Seal]
Department of State.
14A:2-3, CORPORATIONS, GENERAL
I, the Secretary of State of the State of New Jersey, DO HEREBY
CERTIFY, that the following Corporate Name is being reserved for the applicant
for a period of 120 days from the date of this Certificate.
The Corporate Name to be reserved is SEM Consultants III, Inc.
Reserved for: Harvey R. Poe
160 So. Livingston Avenue
Livingston, N.J. 07039
[Seal] IN TESTIMONY WHEREOF, I have
hereunto set my hand and
affixed my Official Seal at
Trenton, this 1st day of
August A.D. 1990
/s/ Donald Lan
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SECRETARY OF STATE
DONALD LAN
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FILED
OCT 23 1981
DONALD LAN
Secretary of State
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
SEM CONSULTANTS III, INC.
To: The Secretary of State
State of New Jersey
Pursuant to the provisions of Section 14A:99-2(4) and Section
14A:9-4(3), Corporations, General, of the New Jersey Statutes, the undersigned
corporation does hereby execute the following Certificate of Amendment to its
Certificate of Incorporation which was filed on the fourteenth day of August,
1980:
1. The name of the corporation is SEM CONSULTANTS III, INC.
2. The following Amendment to the Certificate of Incorporation was
approved by the Directors and thereafter duly adopted by the Shareholders of the
corporation on the 10th day of OCT, 1981.
RESOLVED, that Article THIRD of the Certificate of Incorporation be
amended to read as follows:
"THIRD: The aggregate number of shares which the corporation
shall have the authority to issue is one thousand two hundred fifty
(1,250) shares of common stock, without nominal or par value."
3. The number of shares outstanding at the time of the adoption of
the Amendment was 1,000. The total number of shares entitled to vote thereon was
1,000.
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4. The number of shares voting for and against such amendment is as
follows:
Number of Shares Voting Number of Shares Voting
For Amendment Against Amendment
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1,000 None
5. The holder of the outstanding common stock of the corporation
when this Certificate of Amendment becomes effective shall exchange and convert
such common shares for one thousand (1,000) shares of the common stock, and the
remaining shares of the common stock of the corporation shall be held by the
corporation as treasury stock.
Dated this 10th day of OCT, 1981.
SEM CONSULTANTS III, INC.
By /s/ Arthur Birch
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Arthur Birch, President
ATTEST:
/s/ Alexander Kloubek
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Alexander Kloubek, Secretary
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