EXHIBIT 3.3
[STAMP]
FILED
NOV 13 1990
10 AM
/s/ [ILLEGIBLE]
SECRETARY OF STATE
CERTIFICATE OF INCORPORATION
OF
DURA MECHANICAL COMPONENTS, INC.
ARTICLE ONE
The name of the corporation is Dura Mechanical Components, Inc.
ARTICLE TWO
The address of the corporation's registered office in the State of Delaware
is the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
ARTICLE THREE
The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
ARTICLE FOUR
The total number of shares of stock which the corporation has authority to
issue is one thousand (1,000) shares of Common Stock, with a par value of $0.01
per share.
ARTICLE FIVE
The name and mailing address of the sole incorporator are as follows:
NAME MAILING ADDRESS
---- ---------------
JuliAnn H. Robinson 200 East Randolph Drive
Suite 5600
Chicago, Illinois 60601
ARTICLE SIX
The corporation is to have perpetual existence.
ARTICLE SEVEN
In furtherance and not in limitation of the powers conferred by statute,
the board of directors of the corporation is expressly authorized to make, alter
or repeal the by-laws of the corporation.
ARTICLE EIGHT
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws of the corporation may provide. The books of the
corporation may be kept outside the State of Delaware at such place or places as
may be designated from time to time by the board of directors or in the by-laws
of the corporation. Election of directors need not be by written ballot unless
the by-laws of the corporation so provide.
ARTICLE NINE
To the fullest extent permitted by the General Corporation Law of the State
of Delaware as the same exists or may hereafter be amended, a director of this
corporation shall not be liable to the corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director. Any repeal or
modification of this ARTICLE NINE shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
ARTICLE TEN
The corporation expressly elects not to be governed by Section 203 of the
General Corporation Law of the State of Delaware.
-2-
ARTICLE ELEVEN
The corporation reserves the right to amend, alter, change or repeal any
provision contained in this certificate of incorporation in the manner now or
hereafter prescribed herein and by the laws of the State of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying that this is my act and deed and the facts stated herein are true,
and accordingly have hereunto set my hand on the 12th day of November, 1990.
/s/ JuliAnn H. Robinson
------------------------------
JuliAnn H. Robinson, Sole Incorporator
-3-
[STAMP]
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:30 PM 08/29/1994
944162314 - 2246484
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
OF
DURA MECHANICAL COMPONENTS, INC.
* * * *
Adopted in accordance with the provisions
of Section 242 of the General Corporation Law
of the State of Delaware
* * * *
David R. Bovee, being the Vice-President of Dura Mechanical Components,
Inc., a corporation duly organized and existing under and by virtue of the
General Corporation Law of the State of Delaware (the "Corporation"), DOES
HEREBY CERTIFY as follows:
FIRST: The Board of Directors of the Corporation adopted the resolution
set forth below proposing an amendment to the Certificate of Incorporation of
the Corporation (the "Amendment") and directed that the Amendment be submitted
to the sole holder of the issued and outstanding shares of Common Stock of the
Corporation entitled to vote thereon for its consideration and approval:
RESOLVED, that the Certificate of Incorporation of the
Corporation be, and hereby is, amended in accordance with Section
242 of the General Corporation Law of the State of Delaware by
deleting ARTICLE ONE thereof in its entirety and substituting
therefor ARTICLE ONE as follows:
ARTICLE ONE
The name of the corporation is Dura Automotive Systems,
Inc.
SECOND: The Amendment was duly adopted in accordance with Section 228 and
Section 242 of the General Corporation Law of the State of Delaware by the sole
holder of the issued and outstanding shares of the Common Stock of the
Corporation entitled to vote thereon.
* * * * *
-2-
IN WITNESS WHEREOF, the undersigned does hereby certify under penalties of
perjury that this Certificate of Amendment to the Certificate of Incorporation
of the Corporation is the act and deed of the undersigned and the facts stated
herein are true and accordingly has hereunto set his hand this 29th day of
August, 1994.
DURA MECHANICAL COMPONENTS, INC.,
a Delaware corporation
By: /s/ David R. Bovee
------------------------------------
David R. Bovee
Vice-President
-3-
[STAMP]
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:00 PM 06/10/1996
960168667 - 2246484
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
DURA AUTOMOTIVE SYSTEMS, INC.
Dura Automotive Systems, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"CORPORATION"),
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation adopted a resolution
amending Article One of the Certificate of Incorporation of the Corporation to
read in its entirety as follows (the "AMENDMENT"):
"ARTICLE ONE
FIRST. The name of the Corporation is Dura Operating Corp."
SECOND: That in lieu of a meeting and vote of stockholders, the holder of
all of the outstanding stock entitled to vote on the Amendment has voted in
favor of the Amendment in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.
THIRD: That the 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, Dura Automotive Systems, Inc. has caused this
Certificate of Amendment to be signed by its President and Chief Executive
Officer this 3rd day of June, 1996.
DURA AUTOMOTIVE SYSTEMS, INC.
By: /s/ Karl F. Storrie
-------------------------------------
Karl F. Storrie
President and
Chief Executive Officer
2