EXHIBIT 3.23
Published on November 5, 1998
Exhibit 3.23
ARTICLES OF INCORPORATION
OF
VERATECH, INC.
ONE: The name of this corporation is VERATECH, INC.
TWO: The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.
THREE: The name and address in this state of the corporation's initial
agent for service of process is:
Dr. Jeffrey M. Nash
10975 Torreyana Road, Suite 300
San Diego, California 92121
FOUR: This corporation is authorized to issue only one class of shares,
which shall be designated "One Cent ($.01) par value common" shares. The total
authorized number of shares which may be issued is one million (1,000,000)
shares.
/s/ Jeffrey M. Nash
------------------------------------------------
JEFFREY M. NASH, Incorporator
I declare that I am the person who executed the above Articles of
Incorporation, and such instrument is my act and deed.
/s/ Jeffrey M. Nash
------------------------------------------------
JEFFREY M. NASH
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
VERATECH, INC.
A California Corporation
CHARLES L. MOREFIELD and EUGENE P. MORGAN, certify that:
(1) They are fully elected and acting president and chief financial
officer, respectively, of said corporation.
(2) The Articles of Incorporation of said corporation shall be
amended as follows:
Article One of the Articles of Incorporation of VERATECH, Inc., a
California corporation, is hereby deleted and the following new
Article One is substituted therefor:
"ONE: The name of this corporation is BALL TECHNOLOGY
SERVICES CORPORATION."
(3) The foregoing amendment to the Articles of Incorporation has been
duly approved by the Board of Directors of said corporation.
(4) The foregoing amendment to the Articles of Incorporation has been
duly approved by the sole shareholder of said corporation, in a
Consent of Stockholder in Lieu of Meeting dated September 15,
1998, in accordance with Section 902 of the California General
Corporation Law; the total number of outstanding shares of each
class entitled to vote with respect to the foregoing amendment
was 1,000 shares of common stock; and the number of shares of
each class voting in favor of the foregoing amendment equalled or
exceeded the vote required. The percentage vote required was
more than 50 percent.
2
We further declare under penalty of perjury under the laws of the
State of California that the matters in this Certificate are true and correct of
our own knowledge.
IN WITNESS WHEREOF the undersigned have executed this Certificate on
September 16, 1988.
By /s/ Charles L. Morefield
-----------------------------------
Charles L. Morefield
By /s/ Eugene P. Morgan
-----------------------------------
Eugene P. Morgan
3