EXHIBIT 3.15
ARTICLES OF INCORPORATION
OF
JSC INTERNATIONAL, INC.
The undersigned, acting as incorporators of a corporation under the laws of
the District of Columbia (particularly Chapter 3, Title 29 of the District of
Columbia Code and the acts amendatory thereof and supplemental thereto, and
known, identified and referred to as the "District of Columbia Business
Corporation Act"), hereby certify that:
FIRST: The name of the corporation (hereinafter called the "Corporation")
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is
JSC INTERNATIONAL, INC.
SECOND: The Corporation is to have perpetual existence.
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THIRD: The purposes for which the Corporation is organized are: to
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conduct a European-based pesticides practice; to engage generally in the
environmental consulting business including, but not limited to, environmental,
energy, and health legislative and regulatory analysis and/or consultation,
strategic analysis, program evaluation, test or research management,
toxicological or risk assessment, liability assessment, litigation support,
permitting, product facilitation or stewardship, registration, tax and other
economic incentives and revenue measures, and legislative and regulatory
advocacy and representation; to carry on a general advisory and consultant
business, nationally and internationally, including, but not limited to, the
following fields: health, education, environment, energy, politics, economics
and related fields; to serve as advisors and consultants with respect to
legislative and regulatory matters; to engage in research, policy analysis,
education and training; to engage in marketing and product development; to
engage in consultant and advisory work in connection with the organization,
financing, management, operation and reorganization of organizations and
enterprises, whether for profit or
not-for-profit; to act as public relations and research counselors; to engage in
fundraising; to carry on, in its own behalf and in behalf of others, whether as
agents, consultants, advisors, independent contractors, or otherwise, a general
management and investment advisory business relating to investments and the
operation of business, plants, properties, and organizations of any and every
kind; to produce books, manuals, pamphlets, video-cassettes, movies, records,
tapes and other publications, as well as engage in various media activities,
including radio and television; to publish, print, circulate, distribute, buy,
sell, invest in and generally act as a publisher, and to copyright articles,
discussions, artwork, information, and other matters; to make investments of any
kind or nature; to engage in the acquisition, purchase, sale, or otherwise deal
in real estate, including but not limited to the necessary real estate and
plants for the proper conduct of such businesses; and to do everything
necessary, suitable or proper for the accomplishment of any of these purposes or
of any objective incidental to or connected with any of these purposes.
FOURTH: The aggregate number of shares which the Corporation shall have
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the authority to issue is 10,000 shares of common stock with a par value of
$1.00 per share.
FIFTH: The minimum amount of capital with which the Corporation shall
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commence business shall not be less than One Thousand Dollars ($1,000).
SIXTH: The address, including street number of the registered office of
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the Corporation in the District of Columbia is 1015 Fifteenth Street, N.W.,
Suite 500, Washington, D.C. 20005; and the name of its initial registered agent
at such address is Cheryl Greene.
SEVENTH: Each share of stock of the Corporation shall entitle the holder
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thereof to a pre-emptive right, for a period of thirty days after receipt of
written notice, to subscribe for, purchase, or otherwise acquire any shares of
stock of the same class of the Corporation or any
rights or options which the Corporation proposes to grant for the purchase of
shares of stock of the same class of the Corporation or for the purchase of any
shares of stock, bonds, securities, or obligations of the Corporation which are
convertible into or exchangeable for, or which carry any rights, to subscribe
for, purchase, or otherwise acquire shares of stock of the same class of the
Corporation, whether now or hereafter authorized or created, whether having
unissued or treasury status, and whether the proposed issue, reissue, transfer,
or grant is for cash, property, or any other lawful consideration; and after the
expiration of said thirty days, any and all of such shares of stock, rights,
options, bonds, securities or obligations of the Corporation may be issued,
reissued, transferred, or granted by the Board of Directors, as the case may be,
to such persons, firms, corporations and associations, and for such lawful
consideration, and on such terms, as the Board of Directors in its discretion
may determine.
EIGHTH: The number of directors constituting the entire board of
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directors of the Corporation shall not be less than three nor more than five and
the names and addresses of the persons who are to serve as directors until the
first annual meeting of shareholders or until their successors are elected and
shall qualify are:
Name Address
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Steven D. Jellinek 7405 Bybrook Lane
Chevy Chase, Maryland 20815
Jeffrey H. Schwartz 4200 Rosemary Street
Chevy Chase, Maryland 20815
Stephen J. Connolly 8706 Fallen Oak Drive
Bethesda, Maryland 20817
NINTH: The name and address of each incorporator is:
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Name Address
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Peter A. Noterman 7128 Willow Avenue
Takoma Park, Maryland 20912
Stephen J. Connolly 8706 Fallen Oak Drive
Bethesda, Maryland 20817
Jeffrey H. Schwartz 4200 Rosemary Street
Chevy Chase, Maryland 20815
Executed at Washington, D.C. on August 27, 1992.
/s/ Peter A. Noterman
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Peter A. Noterman, Incorporator
/s/ Stephen J. Connolly
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Stephen J. Connolly, Incorporator
/s/ Jeffrey H. Schwartz
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Jeffrey H. Schwartz, Incorporator