Exhibit 3.17
ARTICLES OF INCORPORATION
OF
ADVANCE MERCHANDISING COMPANY, INC.
I hereby act as incorporator of a stock corporation under the provisions of
the Virginia Stock Corporation Act, Title 13.1, Chapter 9, of the Code of
Virginia of 1950, as amended, and I hereby declare and establish the following
as the Articles of Incorporation of such corporation:
ARTICLE I. NAME
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The name of the Corporation is Advance Merchandising Company, Inc.
ARTICLE II. PURPOSES AND POWERS
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The Corporation shall have the power to carry on any business not
prohibited by law or required to be stated in these articles.
ARTICLE III. CAPITAL STOCK
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The aggregate number of shares of capital stock which the Corporation shall
have authority to issue is as follows:
CLASS NUMBER OF SHARES
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Common 5,000
ARTICLE IV. REGISTERED OFFICE
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The address of the initial registered office of the Corporation is 1800
First Union
Tower, 10 South Jefferson Street, Roanoke, Virginia 24011, located in the City
of Roanoke, Virginia.
The initial registered agent of the Corporation is Douglas W. Densmore, a
resident of Virginia and a member of the Virginia State Bar, whose business
office is the same as the registered office of the Corporation.
ARTICLE V. SHAREHOLDER ACTION WITHOUT MEETING
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To the full extent permitted by and in accordance with the Virginia Stock
Corporation Act, as it exists on the date hereof or may hereafter be amended,
any action required or permitted by the Virginia Stock Corporation Act to be
taken at a shareholders' meeting may be taken pursuant to written consents,
without a meeting and without prior notice, if the action is taken by the
Corporation's shareholders entitled to vote at a shareholders' meeting and who
have the voting power to cast not less than the minimum number (or numbers, in
the case of voting by groups) of votes that would be necessary to authorize or
take the action at a meeting at which all the shareholders entitled to vote
thereon were present and voted.
ARTICLE VI. PRE-EMPTIVE RIGHTS
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No holder of shares of any class of stock of the Corporation shall have any
pre-emptive or 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
securities or obligations convertible into any such stock or into warrants,
rights or options to purchase any such stock.
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ARTICLE VII. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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A. Each director and officer who is or was a party to any proceeding
(including a proceeding by or in the right of the Corporation) shall be
indemnified by the Corporation against any liability imposed upon or asserted
against him (including amounts paid in settlement) arising out of conduct in his
official capacity with the Corporation or otherwise by reason of the fact that
he is or was such a director or officer or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, except there shall be no indemnification in relation to matters as
to which he shall have been finally adjudged to be liable by reason of having
been guilty of (i) willful misconduct or (ii) a knowing violation of criminal
law in the performance of his duty as such director or officer.
B. In addition to the indemnification provided under Section A, to the
full extent permitted by the Virginia Stock Corporation Act and any other
applicable law, as they exist on the date hereof or may hereafter be amended,
the Corporation shall indemnify a director or officer of the Corporation who is
or was a party to any proceeding (including a proceeding by or in the right of
the corporation) by reason of the fact that he is or was such a director or
officer or is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise.
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C. The Corporation is empowered to contract in advance to indemnify any
director or officer to the extent indemnification is granted under Sections A
and B. The Board of Directors is also empowered to cause the Corporation to
indemnify or contract in advance to indemnify any other person not covered by
Sections A and B who was or is a party to any proceeding, by reason of the fact
that he is or was an employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise to the same extent as if such person were specified as one to
whom indemnification is granted under Sections A and B.
D. The Corporation shall advance, pay for and/or reimburse the reasonable
expenses incurred by an officer or director who is a party to any proceeding in
advance of the final disposition thereof if (i) the officer or director
furnishes the Corporation a written statement of his good faith belief that he
has met the standard of conduct described in Sections A and/or B above and (ii)
the officer or director furnishes the Corporation a written undertaking,
executed personally or on his behalf, to repay the advance if it is ultimately
determined that he did not meet the standard of conduct. The undertaking
required by clause (ii) above shall be an unlimited general obligation of the
officer or director but need not be secured and may be accepted without
reference to financial ability to make repayment.
E. The foregoing provisions are intended to provide indemnification with
respect to those monetary damages of which the Virginia Stock Corporation Act
permits
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the limitation or elimination of liability. In addition, to the full extent, if
any, that the Virginia Stock Corporation Act, as it exists on the date hereof or
may hereafter be amended, permits the limitation or elimination of the liability
of directors, a director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages arising out of a single
transaction occurrence or course of conduct in excess of the amount of cash
consideration received by the director from the Corporation for services as a
director during the twelve months immediately preceding the act or omission for
which liability was imposed.
F. The Corporation may purchase and maintain insurance to indemnify it
against the whole or any portion of the liability assumed by it in accordance
with this Article and may also procure insurance, in such amounts as the Board
of Directors may determine, on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against any liability asserted against or incurred by such person in
any such capacity or arising from his status as such, whether or not the
Corporation would have power to indemnify him against such liability under the
provisions of this Article.
G. The provisions of this Article shall be applicable to all actions,
claims, suits or proceedings commenced after the adoption hereof, whether
arising from any action taken or failure to act before or after such adoption.
No amendment, modification or
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repeal of this Article shall diminish the rights provided hereby or diminish the
right to indemnification with respect to any claim, issue or matter in any then
pending or subsequent proceeding that is based in any material respect on any
alleged action or failure to act prior to such amendment, modification or
repeal.
H. Except to the extent inconsistent with this Article, terms used herein
shall have the same meanings assigned them in the Indemnification Article of the
Virginia Stock Corporation Act, as now in effect or hereafter amended. Without
limitation, it is expressly understood that reference herein to directors,
officers, employees or agents shall include former directors, officers,
employees and agents and their respective heirs, executors and administrators.
INCORPORATOR /s/ Douglas W. Densmore
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Douglas W. Densmore
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