EXHIBIT 3.57
Commonwealth of Virginia
[GRAPHIC OMITTED] State Corporation Commission
I Certify the Following from the Records of the Commission:
D.P. ASSOCIATES INC. is a corporation existing under and by virtue of the laws
of Virginia, and is in good standing.
The date of incorporation is October 16, 1986.
Nothing more is hereby certified.
[GRAPHIC OMITTED] Signed and Seal at Richmond on this Date:
September 22, 2004
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Joel H. Peck, Clerk of the Commission
EXHIBIT 3.57
ARTICLES OF AMENDMENT
OF
D.P. ASSOCIATES, INC.
1. Name. The name of the corporation is D.P. Associates, Inc.
2. Amendment. The following Article VI is hereby added to the articles
of incorporation of the Corporation:
Article V1. No Preemptive Rights. No holder of any shares of
any class of stock of the Corporation shall have any preemptive or
other preferential right to purchase or subscribe to (i) any shares of
any class of stock of the Corporation, whether now or hereafter
authorized, (ii) any warrants, rights or options to purchase any such
stock, or (iii) any obligations convertible into any such stock or into
warrants, rights or options to purchase any such stock.
3. Date of Adoption. This amendment was adopted on December 31, 1987.
4. Approval by Shareholders. This amendment was adopted by unanimous
written consent of the shareholders of the Corporation.
IN WITNESS WHEREOF, these Articles of Amendment are executed in the
name of the Corporation by its President who certifies that the facts stated
herein are true as of December 31, 1987.
D.P. ASSOCIATES, INC.
By
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Its
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EXHIBIT 3.57
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
RICHMOND, March 28, 1988
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
D.P. ASSOCIATES INC.
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF AMENDMENT
be issued, and that this order, together with the articles, be admitted to
record in this office of the Commission; and that the corporation have the
authority conferred on it by law in accordance with the articles, subject to the
conditions and restrictions imposed by law, effective March 28, 1988.
Upon the completion of such recordation, this order and the articles shall be
forwarded for recordation in the office of the Clerk of the Circuit Court,
Fairfax County.
STATE CORPORATION COMMISSION
By
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Commissioner
EXHIBIT 3.57
ARTICLES OF INCORPORATION
OF
D.P. ASSOCIATES INC.
The undersigned incorporator hereby forms a stock corporation
under the provisions of the Virginia Stock Corporation Act and to that end sets
forth the following:
Article I. Name, The name of the corporation is D.P.
Associates Inc.
Article II. Capital Stock. The aggregate number of shares,
which the corporation shall have authority to issue is as follows:
Class Number of Shares
----- ----------------
Common 5,000
Article III. Registered Office and Agent. The initial
registered office is established at 31 5 Northwood Road, Fairfax, Virginia, in
the County of Fairfax. The initial registered agent is Donald Jay Patterson,
Jr., who is a resident of Virginia and a director of the Corporation, and whose
business address is the same as the address of the initial registered office of
the Corporation.
Article IV. Indemnification.
A. Definitions. For purposes of this Article: (i) a "legal
entity" is a corporation, partnership, joint venture, trust, or other
enterprise; (ii) a "proceeding" is any action, suit or proceeding, whether
civil, criminal, administrative, arbitrative or investigative, including an
action or suit by or in the right of the Corporation to procure a judgment in
its favor; and (iii) a "qualified position" with respect to any legal entity is
a position held by a director, officer or employee of such legal entity which
does or might constitute him a fiduciary with respect to any employee benefit
plan for the employees of such legal entity under any federal or state law
regulating employee benefit plans.
B. Mandatory Indemnification. The Corporation shall indemnify
each person who was or is a party or is threatened to be made a party to any
proceeding by reason of the fact that he is serving in a qualified position with
respect to the Corporation or is serving in a similar capacity with respect to
any other legal entity at the request of the Corporation, against expenses
(including attorneys' fees and costs of investigation and litigation),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with any such proceeding unless such person has been guilty
of gross negligence or willful misconduct in performing the duties of his office
or rendering the services required of him in his qualified position. The
termination of any proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contondere or its equivalent, shall not of itself create a
presumption that such person acted in such a manner as to make hip ineligible
for indemnification.
C. Permissive indemnification. In addition to the
indemnification provided for in paragraph B, the Corporation shall have the
power to indemnify or contract in advance to
indemnify, to a lesser or the same extent that indemnification is requited under
paragraph B, any person who was or is a party or is threatened to be made a
party to any proceeding by reason of the fact that he is serving in any capacity
with respect to the Corporation or, with respect to any other legal entity at
the request of the Corporation.
D. Determination that Indemnification is Proper. Any
indemnification under this Article (unless ordered by a court) shall be made by
the Corporation only as authorized in the specific case upon a determination
that indemnification is proper in the circumstances because the person seeking
indemnification has met the applicable standard of conduct required of him by or
pursuant to this Article. In any case where indemnification is sought pursuant
to the terms of a written agreement, plan or trust, such determination shall be
made as provided in such agreement, plan or trust, or in the absence of
applicable provisions, in any manner approved by the Board of Directors. In all
other cases, such determination shall be made (i) by the Board of Directors by a
majority vote of a quorum consisting of directors who neither are nor were
parties to the proceeding, or (ii) if such a quorum is not obtainable, or even
though obtainable, a majority of disinterested directors so directs, by
independent legal counsel in a written opinion, or (iii) by the shareholders. In
making a determination the directors may rely, as to all questions of law, on
the advice of independent legal counsel.
E. Advances. Expenses (including attorneys' fees and costs of
investigation and litigation) incurred in defending a proceeding by any person
claiming indemnification under this Article may be paid by the Corporation in
advance of the final disposition of the proceeding upon receipt of an
undertaking by or on behalf of the recipient to repay such amount unless it
shall ultimately be determined that he is entitled to be indemnified.
F. Miscellaneous. Every reference in this Article to persons
who are entitled to indemnification shall include all person who formerly
occupies any of the positions hereinabove set forth in this Article, to the
extent they would have been entitled to indemnification under the provisions of
the Article if they still held such positions and their respective heirs,
executors and administrators. Indemnification provided pursuant to the foregoing
provisions of this Article shall not be exclusive of any other rights of
indemnification to which any person may be entitled, including any rights under
policies of insurance that may be purchased and maintained by the Corporation or
others, whether or not the Corporation would have the power to indemnify such
person in the particular instance under the provisions of this Article, but no
person shall be entitled to any indemnification by the Corporation to the extent
he is indemnified by any other party, including an insurer.
Article V. Initial Director. The name and address of the
person who is to serve as the initial director of the Corporation; as follows;
Name Address
---- -------
Donald Jay Patterson, Jr. 3105 Northwood Road
Fairfax, Virginia 22301
Dated: October 14, 1986
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John V. Little, Incorporator
2
EXHIBIT 3.57
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
October 16, 1986
CERTIFICATE OF INCORPORATION
The State Corporation Commission has found the accompanying articles submitted
on behalf of
D.P. ASSOCIATES INC.
to comply with the requirements of law, and confirms payment of all related
fees.
Therefore, it is ordered that this
CERTIFICATE OF INCORPORATION
be issued, and admitted to record with the articles in this office of the
Commission, effective October 16, 1986.
This order and its accompanying articles will be forwarded for filing in the
office of the Clerk of the Circuit Court of Fairfax County following admission
to the records of the Commission.
STATE CORPORATION COMMISSION
By
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Commissioner
EXHIBIT 3.57
Commonwealth of Virginia
[GRAPHIC OMITTED] State Corporation Commission
I Certify the Following from the Records of the Commission:
The foregoing is a true copy of all documents constituting the charter of D.P.
ASSOCIATES INC. on file in the Clerk's Office of the Commission.
Nothing more is hereby certified.
[GRAPHIC OMITTED] Signed and Seal at Richmond on this Date:
September 22, 2004
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Joel H. Peck, Clerk of the Commission
