Exhibit 3.17
Control No. 0107643
STATE OF GEORGIA
Secretary of State
Corporations Division
315 West Tower
#2 Martin Luther King, Jr. Dr.
Atlanta, Georgia 30334-1530
Certified Copy
I, Brian P. Kemp, Secretary of the State of Georgia, do hereby certify under the seal of my office that the attached documents are true and correct copies of documents filed under the name of
CARD BRAZIL HOLDINGS, INC.
Domestic Profit Corporation
Said entity was formed in the jurisdiction set forth above and has filed in the Office of Secretary of State on the 14th day of February, 2001 its certificate of limited partnership, articles of incorporation, articles of association, articles of organization or application for certificate of authority to transact business in Georgia. This Certificate is issued pursuant to Title 14 of the Official Code of Georgia Annotated and is prima-facie evidence of the existence or nonexistence of the facts stated herein.
STATE OF GEORGIA
1776
WITNESS my hand and official seal of the City of Atlanta and the State of Georgia on 18th day of June, 2010
Brian P. Kemp
Secretary of State
Certification Number: 5992261-1 Reference:
Verify this certificate online at http://corp.sos.state.ga.us/corp/soskb/verify.asp
Secretary of State Corporations Division 315 West Tower #2 Martin Luther King, Jr. Dr. Atlanta, Georgia 30334-1530 | CONTROL NUMBER | : | 0107643 | |||||||
| EFFECTIVE DATE | : | 02/14/2001 | ||||||||
| JURISDICTION | : | GEORGIA | ||||||||
| REFERENCE | : | 0045 | ||||||||
| PRINT DATE | : | 02/14/2001 | ||||||||
| FORM NUMBER | : | 311 |
JOAN A. MARTIN
1550 PEACHTREE ST. N.W.
ATLANTA, GA 30309
CERTIFICATE OF INCORPORATION
I, Cathy Cox, the Secretary of State and the Corporations Commissioner of the State of Georgia, do hereby certify under the seal of my office that
CARD BRAZIL HOLDINGS, INC.
A DOMESTIC PROFIT CORPORATION
has been duly incorporated under the laws of the State of Georgia on the effective date stated above by the filing of articles of incorporation in the Office of the Secretary of State and by the paying of fees as provided by Title 14 of the Official Code of Georgia Annotated.
WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on the date set forth above.
 | ||||
| ||||
| /s/ Cathy Cox | ||||
| Cathy Cox | ||||
| Secretary of State |
ARTICLES OF INCORPORATION
OF
CARD BRAZIL HOLDINGS, INC.
I.
The name of the corporation is:
Card Brazil Holdings, Inc.
II.
The corporation is organized pursuant to the provisions of the Georgia Business Corporation Code.
III.
The corporation shall have perpetual duration.
IV.
The purposes of the corporation shall be to engage in all lawful business of the Corporation as is necessary from time to time without limitation, and to engage in other lawful business from time to time without limitation.
V.
The corporation shall have authority to issue not more than 500 shares of common stock $1.00 par value per share.
VI.
No holder of shares of any class of the capital stock of the corporation shall have preemptive rights, and the corporation shall have the right to issue and to sell to any person or persons any shares of its capital stock or any option rights or any securities having conversion or option rights, without first offering such shares, rights, or securities to any holders of shares of any class of capital stock of the corporation.
VII.
In addition to the powers to make distributions and purchase its own shares conferred generally by law, the corporation shall have the power to make distributions to its shareholders out of its capital surplus, and to purchase the corporation’s own shares out of its unreserved and unrestricted capital surplus.
VIII.
The address of the initial registered office of the corporation shall be 1550 Peachtree Street, N.W., Atlanta, Georgia 30309. The initial registered agent of the corporation at such address shall be Kent E. Mast. The mailing address of the initial principal office of the corporation shall be 1550 Peachtree Street, N.W., Atlanta, Georgia 30309.
IX.
The Board of Directors shall consist of not less than one (1) nor more than three (3) members, and the shareholders or the Board of Directors may fix or change this number. The initial member of the Board of Directors of the corporation shall be:
Member Name | Address | |
Lee A. Kennedy | 1550 Peachtree Street, N.W. | |
| Atlanta, Georgia 30309 | ||
X.
The name and address of the Incorporator are:
| Joan A. Martin | 1550 Peachtree Street, N.W. | |
| Atlanta, Georgia 30309 |
IN WITNESS WHEREOF, the undersigned executes these Articles of Incorporation.
|
| Incorporator |
ILLEGIBLE
1550 Peachtree Street, N.W.
Atlanta, Georgia 30309
CERTIFICATE
The undersigned, the incorporator of Card Brazil Holdings, Inc., does hereby certify to the Secretary of State of Georgia pursuant to Section 14-2-201.1 (a) of the Georgia Business Corporation Code (the “Code”) that I am mailing to the publisher of a newspaper, as required by Section 14-2-201.1(b) of the Code, the notice of intent to file articles of incorporation and have made payment therefor in accordance with such section of the Code.
Executed this 13th day of February 2001.
/s/ Joan A. Martin |
| Joan A. Martin |
OFFICE OF SECRETARY OF STATE
CORPORATIONS DIVISION
315 West Tower, #2 Martin Luther King, Jr. Drive
Atlanta, Georgia 30334-1530
(404) 656-2817
Registered agent, officer, entity status information via the Internet
http://www.sos.state.ga.us/corporations
WARREN RARY
Director
QUINTILIS B. ROBINSON
Deputy Director
STATE OF GEORGIA
1776
CATHY COX
Secretary of State
TRANSMITTAL INFORMATION
GEORGIA PROFIT OR NONPROFIT CORPORATIONS
DO NOT WRITE IN SHADED AREA - SOS USE ONLY
DOCKET # 1045763
PENDING # ILLEGIBLE
CONTROL # 107693
DOCKET CODE
DATE FILED
CHECK/RECEIPT #
TYPE CODE
EXAMINER
[ILLEGIBLE]SDICTION (COUNTY) CODE
NOTICE TO APPLICANT: PRINT PLAINLY OR TYPE REMAINDER OF THIS FORM
1. 010440158
Corporate Name Reservation Number
Card Brazil Holdings, Inc.
Corporate Name
2. Joan A. Martin
404-885-8412
Applicant/Attorney
Telephone Number
1550 Peachtree Street, N.W.
Address
Atlanta
Georgia
30309
City
State
Zip Code
3.
Mail or deliver to the Secretary of State, at the above address, the following:
1) This transmittal form
2) Original and one copy of the Articles of Incorporation
3) Filing fee of $60.00 payable to Secretary of State. Filing fees are NON-refundable.
I certify that a Notice of Incorporation or Notice of Intent to Incorporate with a publication fee of $40.00 has been or will be mailed or delivered to the official organ of the county where the initial registered office of the corporation is to be located. (The Clerk of Superior Court can advise you of the official organ in a particular county.)
Joan A. Martin
Authorized Signature
2/13/01
Date
Business entity information via the Internet: http://www.sos.state.ga.us/corporations/
FORM 227
Certification#: 5992261-1 Page 5 of 5