Exhibit 3.15
State of Delaware
PAGE 1
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF
"RELOCATION MANAGEMENT SYSTEMS, INC." AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE TWENTY-FOURTH DAY OF APRIL, A.D.
1985, AT 10 O'CLOCK A.M.
[SEAL]
/s/ Edward J. Freel
----------------------------------------
Edward J. Freel, Secretary of State
2060254 8100H AUTHENTICATION: 0056845
991461086 DATE: 11-01-99
FILED
APR 24 1985 10AM
/s/ [ILLEGIBLE]
SECRETARY OF STATE
CERTIFICATE OF INCORPORATION
OF
RELOCATION MANAGEMENT SYSTEMS, INC.
* * * * *
1. The name at the corporation is
RELOCATION MANAGEMENT SYSTEMS, INC.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. The nature of the business or purposes to be conducted or
promoted is:
To develop and market general business systems, applications,
hardware and software.
To engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall
have authority to issue is One Thousand (1,000) and the par value of each of
such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand
Dollars ($1,000.00).
The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof are as follows:
Unless expressly conferred by the terms of this Certificate of
Incorporation, as amended from time to time, or by the terms of a valid
agreement to which the Corporation is a party, or by the terms of the securities
issued by the Corporation, no holder of stock, or of rights or options to
purchase stock, or of other securities or obligations of the Corporation of any
class convertible into stock, of the Corporation of any class shall, as such,
have any preemptive or preferential right of subscription to any shares of
stock, or rights or options to purchase stock, of the corporation of any class,
whether now or hereafter authorized, or to any obligations convertible into
stock, or into rights or options to purchase stock, of the Corporation
(including any notes, bonds or other evidences of indebtedness to which are
attached any stock of the Corporation) issued or sold or any right of
subscription to any thereof other than such, if any, as the Board of Directors
in its discretion may from time time fix pursuant to the authority conferred by
this Certificate of incorporation. Shares of stock rights or options to purchase
stock, or obligations convertible into stock or into rights or options to
purchase stock, of the Corporation, may from time to time be issued and sold to
such parties, whether stockholders or others (and if issued and sold to any one
or more stockholders, then they may be so sold without reference to any other
holder or holders of shares of the same or any different class of stock and
without reference to whether such stockholders are holders of stock having
limited or unlimited dividend or voting rights), all as the Board of Directors
in its sole discretion may determine.
5A. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
W.J. Reif Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
V.A. Brookens Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
J.L. Austin Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
5B. The name and mailing address of each person, who is to serve as
a director until the first annual meeting of the stockholders or until a
successor is elected and qualified, is as follows:
NAME MAILING ADDRESS
---- ---------------
Kenneth W. Maxfield P.0. Box 988
Fort Wayne, Indiana 46801
Martin A. Weissert P.0. Box 988
Fort Wayne, Indiana 46801
James L. Longbons P.0. Box 988
Fort Wayne, Indiana 46801
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:
To make, alter or repeal the by-laws of the corporation.
To authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation.
To set apart out of any of the funds of the corporation available
for dividends a reserve or reserves for any proper purpose and to abolish any
such reserve in the manner in which it was created.
By a majority of the whole board, to designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. The by-laws may provide that in the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
board of directors, or in the by-laws of the corporation, shall have and may
exercise all the powers and authority of the board of directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
certificate of incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution,
or amending the by-laws of the corporation; and, unless the resolution or
by-law, expressly so provide, no
such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.
When and as authorized by the stockholders in accordance with
statute, to sell, lease or exchange all or substantially all of the property and
assets of the corporation, including its good will and its corporate franchises,
upon such terms and conditions and for such consideration, which may consist in
whole or in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its board of directors
shall deem expedient and for the best interests of the corporation.
8. Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.
9. The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation and for defining
and regulating the powers of the Corporation and its directors and stockholders
and are in furtherance and not in limitation of the powers conferred upon the
corporation by statute:
(a) The by-laws of the Corporation may fix and alter, or
provide the manner for
fixing and altering, the number of directors constituting the whole
Board, provided that such number shall always be not less than
three. In case of any increase in the number of directors
constituting the whole Board, the additional directors shall be
chosen by the directors or by the stockholders at the time having
voting power, as may be prescribed in said by-laws. Directors need
not be stockholders of the Corporation, and Directors chosen by the
incorporators or the stockholders, or chosen by majority of the
remaining directors to fill vacancies in the Board of Directors,
including vacancies resulting from an increase in the number of
directors constituting the whole Board, need not be chosen by
ballot.
(b) The Board of Directors may by resolution or resolutions,
passed by a majority of the whole Board, designate one or more
committees, each committee to consist of two or more of the
directors of the Corporation, which, to the extent provided in said
resolution or resolutions or in the by-laws of the Corporation,
shall have and may exercise the powers of the Board in the
management of the business and affairs of the Corporation and may
have power to authorize the seal of the Corporation to be affixed to
all papers which may require it. Such committee or committees shall
have such name or names as may be stated in said by-laws or
as may be determined from time to time by resolution adopted by the
Board.
(c) Except as otherwise provided in the by-laws, the Board of
Directors may from time to time by resolution or resolutions adopted
by a majority of the whole Board
(1) fix the fees, salaries or other compensation or
amounts to be paid to the members of any committee designated
pursuant to paragraph (b) above; and
(2) authorize the payment of fees for attendance at
meetings of the Board and all salaries or other compensation
or amounts to all or any of the members of the Board, as such,
in such amount or amounts, and payable in a lump sum or in
such installments and at such times as the Board shall
determine as aforesaid, which salaries or other compensation
or amounts may be in addition to any amounts payable to such
member or members for attendance at meetings of the Board, and
in addition to any fees, salaries or other compensation or
amounts which may be paid or payable to such member or members
as a member of any committee or as an officer of the
Corporation, or in any other capacity; and anything in
paragraph (d) below in, or in any other provision of, this
article to the contrary notwithstanding, any resolution
adopted by a majority of the whole Board
as aforesaid shall be valid for all purposes whether or not
any one or more directors affected, or intended to be affected
thereby, may be included in such majority or vote or may vote
for such resolution or may be a member of any such committee
or may receive any such fees, salaries, compensation or other
amounts and whether or not the presence of such director or
directors at any meeting at which such resolution is so passed
is or was necessary to constitute a quorum thereat.
(d) The Board of Directors shall have the power and authority:
(1) to make, alter or repeal, or to adopt new, by-laws
of the Corporation, except as otherwise provided in a by-law
adopted by the stockholders entitled to vote; but by-laws so
made, altered or adopted by the directors may be altered or
repealed by such stockholders;
(2) to the full extent permitted or not prohibited by
law, to determine the use and disposition of any surplus or
net profits:
(3) from time to time to set apart out of any assets of
the Corporation otherwise available for dividends a reserve or
reserves as working capital or for any other proper purpose of
purposes, and to reduce, abolish or add to any such
reserve or reserves from time to time as said Board may deem
to be in the interests of the Corporation; and the board shall
likewise have power to determine in its discretion what part
of the assets of the Corporation available for dividends in
excess of such reserve or reserves shall be declared in
dividends and paid to the stockholders of the corporation;
(4) from time to time determine to what extent and at
what times and places and under what conditions and
regulations the accounts, books and records of the
Corporation, or any of them, shall be open to the inspection
of the stockholders; and no stockholder shall have any right
to inspect any account or book or document of the Corporation,
except as conferred by the laws of the State of Delaware,
unless and until authorized so to do by resolution of the
Board or of the stockholders of the Corporation;
(5) from time to time to fix the compensation or
additional compensation or other remuneration to be paid to
any of the directors, officers, agents or employees (including
directors and officers of the Corporation or of any entities
in which or in the welfare of which the corporation has an
interest, and those actively engaged in the conduct of the
Corporation's business or the
business of its subsidiary or affiliated entities) for
services rendered, or to be rendered, and to adopt any plan or
other arrangement that it may deem advisable for determing the
amounts of such compensation, additional compensation or other
remuneration, including, without limiting the generality of
the foregoing, any plan or arrangement under which all or a
part of the amounts so payable may be dependent upon the
amount of the gross or net income, earnings or profits
(consolidated or otherwise) of the Corporation, and/or any one
or more of its subsidiaries or affiliates, upon such terms and
conditions and the Board may fix;
(6) to the full extent permitted or not prohibited by
law, and without the consent of or other action by the
stockholders, to authorize or create mortgages, pledges or
other liens or encumbrances upon any or all of the assets,
real, personal or mixed, and franchises of the Corporation,
including after-acquired property, and to exercise all of the
powers of the Corporation in connection therewith; and
(7) in addition to the power and authority hereinbefore
and by statue conferred upon it, to exercise all such powers
and do all much acts and things as may be exercised or done by
the
Corporation, subject nevertheless to the provisions of the
laws of the State of Delaware, of this Certificate and of the
by-laws of the Corporation, as the same may from time to time
be amended.
(e) Any director or officer may be removed at any time, with
or without cause, by the affirmative vote, at any stockholders'
meeting, of the holders of a majority of the outstanding stock of
the Corporation entitled to vote thereat, or by such other vote and
in such other manner, with or without any stockholders' meeting, as
may be provided in the by-laws of the Corporation.
(f) Whenever a compromise or arrangement is proposed between
this Corporation and its creditors or any class of them and/or
between this Corporation and its stockholders or any class of them,
any court or equitable jurisdiction within the State of Delaware
may, on the application in a summary way of this Corporation or of
any creditor or stockholder thereof, or on the application of any
receiver or receivers appointed for this Corporation under the
provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or
receivers appointed for this Corporation under the provisions of
section 279 of Title 8 of the Delaware Code order a meeting of the
creditors or class of creditors, and/or of the stockholders or
class of
stockholders of this Corporation, as the case may be, to be summoned
in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of
this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as a
consequence of such compromise or arrangement, the said compromise
or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on
all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the
case may be, and also on this Corporation.
(g) At every meeting of the stockholders of the Corporation,
each stockholder entitled to vote thereat may cast one vote in
person or by proxy for each share of stock held by such stockholder.
(h) When and as authorized by the affirmative vote of the
holders of a majority of the stock issued and outstanding having
voting power given at a stockholders' meeting duly called for that
purpose, or at the next annual meeting of the stockholders, provided
the notice of the said annual meeting contains a notice of the
proposed sale, lease or exchange or when authorized by the written
consent of the holders of a majority of the voting stock issued and
outstanding, the Board of directors shall have power and authority
to sell, lease or exchange all of the property and assets of the
Corporation, including its good will and its corporate franchises,
upon such terms and conditions and for such consideration, which may
be in whole or in part shares of stock in, and/or other securities
of, any other corporation or corporations, as the Board of Directors
shall deem expedient and for the best interests of the Corporation.
(i) A director of the Corporation shall not, in the absence of
fraud, be disqualified by his office from dealing or contracting
with the corporation either as a vendor, purchaser or otherwise,
nor, in the absence of fraud, shall any transaction or contract of
the Corporation be void or voidable or affected by reason of the
fact that any director, or any firm of which any director is a
member, or any corporation of which any director is an officer,
director or stockholder, is in any way interested in such
transaction or contract; provided that at the meeting of the Board
of Directors or of a committee thereof having authority in the
premises, authorizing or confirming said contract or transaction,
the existence of an interest of such director, firm or corporation
is disclosed or is known and there
shall be present a quorum of the Board or of directors constituting
such committee, and such contract or transaction shall be approved
by a majority of such quorum, which majority shall consist of
directors not so interest or connected. A general notice spread upon
the minutes of a meeting of the Board or of any committee thereof
that a director is a member of any firm or an officer, director or
stockholder of any corporation, and is to be regarded as interested
in any subsequent transaction with such firm or corporation, shall
be a sufficient disclosure under the foregoing provision, and after
such general notice it shall not be necessary to give any special
notice relating to any practical transaction with such firm or
corporation. Nor shall any director, nor any firm of which any
director is a member, nor any corporation of which any director is
an officer, director of stockholder, be liable to account to the
Corporation for any profit realized from or through any such
transaction or contract of the corporation authorized, confirmed or
approved as aforesaid by reason of the fact that such director or
any firm of which he is a member, or any corporation of which he is
a stockholder, director or officer, was interested in such
transaction or contract. Directors so interested may be counted when
present at meetings of the Board of Directors
or of such committee for the purpose of determing the existence of a
quorum. Any contract, transaction or act of the Corporation or of
the Board of Directors or of any committee hereof (whether or not
authorized, confirmed or approved as hereinbefore provided) which
shall be ratified by a majority in interest of the holders of the
capital stock entitled to vote, at any annual meeting, or any
special meeting called for such purpose, shall be as valid and as
binding as though ratified by every stockholder of the Corporation.
Any director of the Corporation may be counted in determining the
existence of a quorum at a meeting to consider any contract or
transaction between the Corporation and any subsidiary, parent or
other affiliated corporation of which he is also a director or
officer and may vote upon any such contract or transaction, which
shall not be invalid or otherwise affected by reason of his presence
or his vote.
(j) Except as otherwise provided in the by-laws, the
stockholders of the Corporation and the Board of Directors or any
committee thereof may hold their meetings and have an office or
offices outside of the State of Delaware, and, subject to the
provisions of the laws of said state, may keep the books of the
Corporation outside of said State at such places as may, from time
to time, be designated by the Board of Directors.
(k) Nothing contained in this Certificate shall be deemed to
prohibit or restrict in any way the taking of any action by the
Board of Directors of the Corporation or any committee of the Board
without a meeting, pursuant to written consent, as and to the extent
permitted by the General Corporation Law of the State of Delaware,
as from time to time amended.
(1) The by-laws may contain provisions, in addition to those
herein set forth, relating to the management of the business of the
Corporation and the conduct of its affairs and further defining,
limiting and regulating the powers of the directors and of the
stockholders.
10. The Corporation reserves the right to amend the provision
contained in this Certificate an in any certificate amendatory hereof in the
manner now or hereafter prescribed by law, and all rights conferred on
stockholders or other hereunder or thereunder are granted subject to such
reservations.
WE, THE UNDERSIGNED, being each of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate, hereby
declaring and certifying that this is our act and deed and the facts herein
stated are true, and accordingly have hereunto set our hands this 24th day of
April, 1985
/s/ W.J. Reif
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W.J. Reif
/s/ V.A. Brookens
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V.A. Brookens
/s/ J.L. Austin
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J.L. Austin