EXHIBIT 3.21
Published on November 5, 1998
Exhibit 3.21
ARTICLES OF INCORPORATION
OF
Ball Aerospace Systems Group, Inc.
ARTICLE I
The name of the Corporation is Ball Aerospace Systems Group, Inc.
ARTICLE II
The Corporation is incorporated under Colorado law.
ARTICLE III
The purposes for which the Corporation is organized and its powers are as
follows:
1. To engage in the transaction of all lawful business or pursue any
other lawful purpose or purposes for which a corporation may be incorporated
under Colorado law.
2. To have, enjoy, and exercise all of the rights, powers, and
privileges conferred upon corporations incorporated pursuant to Colorado law,
whether now or hereafter in effect, and whether or not herein specifically
mentioned.
The foregoing enumeration of purposes and powers shall not limit or
restrict in any manner the transaction of other business, the pursuit of other
purposes, or the exercise of other and further rights and powers that may now or
hereafter be permitted or provided by law.
ARTICLE IV
1. The Corporation shall have authority to issue a total of one
hundred (100) shares, which shall consist of one class only, designated "common
stock" without par value.
2. Shareholders shall have no preemptive rights to acquire unissued
or treasury shares of the Corporation, securities convertible into shares, or
carrying a right to subscribe for or acquire shares, or stock options.
3. Cumulative voting shall not be permitted in the election of
directors.
ARTICLE V
By the affirmative vote or concurrence of the holders of a majority of the
outstanding shares of the Corporation, or any class or series thereof, the
shareholders may take any action that, but for this Article, would require a
two-thirds affirmative vote or concurrence of the holders of the outstanding
shares, or of any class or series thereof, under the Colorado Corporation Code.
ARTICLE VI
1. The business and affairs of the Corporation shall be managed by a
board of directors, which shall be elected at the annual meeting of the
shareholders or at a special meeting called for that purpose.
2. The initial board of directors shall consist of the following
members, each of whom shall serve until the first annual meeting of shareholders
and until his successor is elected and qualified.
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3. The number of directors may be increased or decreased from time
to time in the manner provided in the bylaws of the Corporation, but no decrease
shall have the effect of shortening the term of any incumbent director.
ARTICLE VII
The initial registered office of the Corporation shall be 1600 Broadway,
Denver, CO 80202 and the initial registered agent at such address shall be CT
Corporation System.
ARTICLE VIII
No contract or any other transaction between the Corporation and one or
more of its directors or any other corporation, partnership, joint venture,
trust, association, other entity, or employee benefit plan in which one or more
of the Corporation's directors or officers are directors or officers or are in
any similar managerial or fiduciary position or are financially interested shall
be either void or voidable solely because of such relationship or interest or
solely because such directors or officers are present at the meeting of the
board of directors or a committee thereof which authorizes, approves, or
ratifies such contract or transaction or solely because their votes are counted
for such purpose, so long as such contract or transaction satisfies the
requirements explicitly set forth in the Colorado Corporation Code for contracts
between a corporation and its directors.
ARTICLE IX
Indemnification
The Corporation shall indemnify each person who is or was a director,
officer or employee of the Corporation, or of any other corporation,
partnership, joint venture, trust or other enterprise which he is serving or
served in any capacity at the request of the Corporation, against any and all
liability and reasonable expense that may be incurred by him in connection with
or resulting from any claim, action, suit or proceeding (whether actual or
threatened, brought by or in the right of the Corporation or such other
corporation, partnership, joint venture, trust or other enterprise, or
otherwise, civil, criminal, administrative, investigative, or in connection with
an appeal relating thereto), in which he may become involved, as a party or
otherwise, by reason of his being or having been a director, officer or employee
of the Corporation or of such other corporation, partnership joint venture,
trust or other enterprise or by reason of any past or future
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action taken or not taken in his capacity as such director, officer or
employee, whether or not he continues to be such at the time such liability
or expense is incurred, provided that such person acted in good faith and in
a manner he reasonably believed to be in the best interests of the
Corporation or such other corporation, partnership, joint venture, trust or
other enterprise, as the case may be, and, in addition, in any criminal
action or proceedings, had no reasonable cause to believe that his conduct
was unlawful. Notwithstanding the foregoing, there shall be no
indemnification (a) as to amounts paid or payable to the Corporation, or such
other corporation, partnership, joint venture, trust or other enterprise, as
the case may be, for or based upon the director, officer or employee having
gained in fact any personal profit or advantage to which he was not legally
entitled; (b) as to amounts paid or payable to the Corporation for an
accounting of profits in fact made from the purchase or sale of securities of
the Corporation within the meaning of Section 16(b) of the Securities
Exchange Act of 1934 and amendments thereto or similar provisions of any
state statutory law; or (c) with respect to matters as to which
indemnification would be in contravention of the laws of the State of
Colorado or of the United States of America, whether as a matter of public
policy or pursuant to statutory provisions.
Any such director, officer or employee who has been wholly successful, on
the merits or otherwise, with respect to any claim, action, suit or proceeding
of the character described herein shall be entitled to indemnification as of
right, except to the extent he has otherwise been indemnified. Except as
provided in the preceding sentence, any indemnification hereunder shall be
granted by the Corporation, but only if (a) the board of directors, acting by a
quorum consisting of the directors who are not parties to or who have been
wholly successful with respect to such claim, action, suit or proceeding, shall
find that the director, officer or employee has met the applicable standards of
conduct set forth in the first paragraph of this Article IX; or (b) outside
legal counsel engaged by the Corporation (who may be regular counsel of the
Corporation) shall deliver to the Corporation its written opinion that such
director, officer or employee has met such applicable standards of conduct; or
(c) a court of competent jurisdiction has determined that such director, officer
or employee has met such standards, in an action brought either by the
Corporation, or by the director, officer or employee seeking indemnification,
applying de novo such applicable standards of conduct. The termination of any
claim, action, suit or proceeding, civil or criminal, by judgment, settlement
(whether with or without court approval) or conviction or upon a plea of guilty
or of nolo contendere, or its equivalent, shall not create a presumption that a
director, officer or employee did not meet the applicable standards of conduct
set forth in the first paragraph of this Article IX.
As used in this Article IX, the term "liability" shall mean amounts paid in
settlement or in satisfaction of judgments or fines or penalties, and the term
"expense" shall include, but shall not be limited to, attorneys' fees and
disbursements, incurred in connection with the claim, action, suit or
proceeding. The Corporation may advance expenses to, or where appropriate may
at its
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option and expense undertake the defense of, any such director, officer
or employee upon receipt of an undertaking by or on behalf of such person to
repay such expenses if it should ultimately be determined that the person is not
entitled to indemnification under this Article IX.
The provisions of this Article IX shall be applicable to claims, actions,
suits or proceedings made or commenced after the adoption thereof, whether
arising from acts or omissions to act occurring before or after the adoption
hereof. If several claims, issues or matters of action are involved, any such
director, officer or employee may be entitled to indemnification as to some
matters even though he is not so entitled as to others. The rights of
indemnification provided hereunder shall be in addition to any rights to which
any director, officer or employee concerned may otherwise be entitled by
contract or as a matter of law, and shall inure to the benefit of the heirs,
executors and administrators of any such director, officer or employee.
ARTICLE X
The name and address of the incorporator, a natural person at least
eighteen years old, is:
Hillary Johnson 10 Longs Peak Drive
Broomfield, CO 80021
Verified this 20th day of November, 1992.
/s/Hillary Earnest Johnson
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Incorporator
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Amendment to
Articles of Incorporation
Ball Aerospace Systems Group, Inc.
Article I shall be amended to provide as follows:
"The name of the Corporation is Ball Technologies Holdings Corp."
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