Exhibit 3.92
ARTICLES OF INCORPORATION
OF
BANKERS CONSULTING COMPANY
The undersigned natural person of the age of eighteen years or more
for the purpose of forming a corporation under The General and Business
Corporation Law of Missouri hereby adopts the following Articles of
Incorporation:
ARTICLE ONE
The name of the corporation (hereinafter referred to as the
"Corporation") is Bankers Consulting Company.
ARTICLE TWO
The address of the corporation's initial registered office in this
state is 9440 Manchester Road, Suite 200, St. Louis, Missouri 63119. The name of
its initial agent at such address is Jean Dunaway.
ARTICLE THREE
The aggregate number, class and par value of shares which the
Corporation shall have authority to issue is one thousand (1,000) shares of
Common Stock all of which shall have a par value of One Cent ($0.01) per share.
ARTICLE FOUR
The preferences, qualifications, limitations, restrictions, and the
special or relative rights, including convertible rights, if any, in respect of
the shares of each class are as follows:
1. All preemptive rights of shareholders are hereby denied, so that
no stock or other security of the Corporation shall carry with it and no holder
or owner of any share or shares of stock or other security or securities of the
corporation shall have any preferential or preemptive right to acquire
additional shares of stock or of any other security of the Corporation.
2. All cumulative voting rights are hereby denied, so that the
Common Stock of the Corporation shall not carry with it and no holder or owner
of any share or shares of the Common Stock shall have any right to cumulative
voting in the election of directors or for any other purpose.
3. The foregoing provisions are not intended to modify or prohibit
any provisions of any voting trust or agreement between or among holders or
owners of shares of stock or other securities of the Corporation.
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ARTICLE FIVE
The name and place of residence of the incorporator is:
Connie B. Walsh
454 Tree Top Lane
St. Louis, Missouri 63122
ARTICLE SIX
The number of directors to constitute the first Board of Directors
of the Corporation is two. Thereafter, the number of directors shall be fixed
by, or in the manner provided in, the Bylaws of the Corporation. Any changes in
the number will be reported to the Secretary of State within thirty calendar
days of such change.
ARTICLE SEVEN
The duration of the corporation is perpetual.
ARTICLE EIGHT
The Corporation is formed for the following purposes:
To engage in any business lawful and permitted pursuant to the laws
of the State of Missouri and to do anything permitted of corporations formed
pursuant to the provisions of The General and Business Corporation Law of
Missouri, as amended from time to time.
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ARTICLE NINE
The Board of Directors is expressly authorized to make, amend, alter
and rescind the By-laws of the Corporation.
ARTICLE TEN
A. Actions Involving Directors and Officers. The Corporation shall
indemnify each person who at any time is serving or has served as a director or
an officer of the corporation against any claim, liability or expense incurred
as a result of such service, or as a result of any other service on behalf of
the Corporation, or service at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, or other enterprise, to the maximum extent permitted by law. Without
limiting the generality of the foregoing, the Corporation shall indemnify any
such person who was or is a party (other than a party plaintiff suing on his own
behalf or in the right of the Corporation), or is threatened to be made a party,
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (including, but not limited to,
an action by or in the right of the Corporation) by reason of such services
against expenses (including attorneys' fees), judgments, fines and amounts paid
in
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settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding.
B. Actions Involving Employees or Agents.
1. The Corporation may, if it deems appropriate and as may be
permitted by this Article, indemnify any person who at any time is serving or
has served as an employee or agent of the Corporation against any claim,
liability or expense incurred as a result of such service or as a result of any
other service on behalf of the Corporation, or service at the request of the
Corporation as a director, officer, employee or agent of another Corporation,
partnership, joint venture, trust or other enterprise, to the maximum extent
permitted by law or to such lesser extent as the corporation, in its discretion,
may deem appropriate. Without limiting the generality of the foregoing, the
Corporation may indemnify any such person who was or is a party (other than a
party plaintiff suing on his own behalf or in the right of the Corporation), or
is threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including, but not limited to, an action by or in the right of
the Corporation) by reason of such services against expenses (including
attorneys' fees), judgments, fines and
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amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding.
2. To the extent that an officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section B(l) of this Article, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the action, suit or proceeding.
C. Determination of Right to Indemnification in Certain
Circumstances. Any indemnification required under Section A of this Article or
authorized by the Corporation under Section B of 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 of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in or established pursuant to this Article. Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or even if obtainable a
quorum of disinterested
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directors so directs, by independent legal counsel in a written opinion, or (3)
by the shareholders.
D. Advance Payment of Expenses. Expenses incurred by a person who is
or was a director or an officer of the Corporation in defending a civil or
criminal action, suit or proceeding shall be paid by the corporation in advance
of the final disposition of such action, suit or proceeding, and expenses
incurred by a person who is or was an officer, employee or agent of the
Corporation in defending a civil or criminal action, suit or proceeding may be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding as authorized by the Board of Directors, in either case upon
receipt of an undertaking by or on behalf of the director or the officer to
repay such amount unless it shall ultimately be determined that he is entitled
to be indemnified by the Corporation as authorized in or pursuant to this
Article.
E. Not Exclusive. The indemnification provided by this Article shall
not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under the By-Laws of the Corporation or any
statute, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in an official capacity and as to action in another
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capacity while holding such office.
F. Indemnification Agreements Authorized. Without limiting the other
provisions of this Article, the Corporation is authorized from time to time,
without further action by the shareholders of the Corporation, to enter into
agreements with any director, officer, employee or agent of the Corporation
providing such rights of indemnification as the Corporation may deem
appropriate, up to the maximum extent permitted by law. Any such agreement
entered into by the Corporation with a director may be authorized by the other
directors, and such authorization shall not be invalid on the basis that similar
agreements may have been or may thereafter be entered into with such other
directors.
G. Standard of Conduct. Except as may otherwise be permitted by law,
no person shall be indemnified pursuant to this Article (including without
limitation pursuant to any agreement entered into pursuant to Section F of this
Article) from or on account of such person's conduct which is finally adjudged
to have been knowingly fraudulent, deliberately dishonest or willful misconduct.
The Corporation may (but need not) adopt a more restrictive standard of conduct
with respect to the indemnification of any employee or agent of the Corporation.
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H. Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was otherwise serving on behalf or at the request of the
corporation in any such capacity, or arising out of his status as such, whether
or not the Corporation is obliged to or would have the power to indemnify him
against such liability under the provisions of this Article; provided, that the
obtaining of any such insurance shall not give rise to any right to
indemnification for any director, officer, employee or agent except as otherwise
specified herein, in the By-laws of the Corporation, or by separate agreement
with the Corporation.
I. Certain Definitions. For the purposes of this Article:
1. Any director or officer of the Corporation who shall serve
as a director, officer or employee of any other corporation, partnership, joint
venture, trust or other enterprise of which the Corporation, directly or
indirectly, is or was the owner of a majority of either the outstanding equity
interests or the outstanding voting stock (or comparable interests) shall be
deemed to be serving as such director, officer or employee at the request of the
Corporation, unless the
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Board of Directors of the Corporation shall determine otherwise. In all other
instances where any person shall serve as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise of
which the Corporation is or was a stockholder or creditor, or in which it is or
was otherwise interested, if it is not otherwise established that such person is
or was serving as such director, officer, employee or agent at the request of
the Corporation, the Board of Directors of the Corporation may determine whether
such service is or was at the request of the Corporation, and it shall not be
necessary to show any actual or prior request for such service.
2. References to a corporation include all constituent
corporations absorbed in a consolidation or merger as well as the resulting or
surviving corporation so that any person who is or was a director, officer,
employee or agent of such a constituent corporation or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under the provisions of this Article
with respect to the resulting or surviving corporation as he would if he had
served the resulting
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or surviving corporation in the same capacity.
3. The term "other enterprise" shall include employee benefit
plans; the term "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; the term "serving at the request of the
corporation" shall include any service as a director, officer, employee or agent
of the corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to any employee benefit plan,
its participants, or beneficiaries; and a person who acted in good faith and in
a manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have satisfied any
standard of care required by or pursuant to this Article in connection with such
plan.
J. Survival. Any indemnification rights provided pursuant to this
Article shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. Notwithstanding any other provision in these
Articles of Incorporation, indemnification rights arising under or granted
pursuant to this Article shall survive amendment or repeal of this Article with
respect to any acts or omissions
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occurring prior to the effective time of such amendment or repeal and persons to
whom such indemnification rights are given shall be entitled to rely upon such
indemnification rights with respect to such acts or omissions as a binding
contract with the Corporation.
K. Amendment. The affirmative vote of the holders of record of
outstanding shares representing at least a majority of the outstanding shares of
capital stock of the Corporation then entitled to vote generally in the election
of directors, voting together as a single class, shall be required to amend,
repeal or adopt any provision inconsistent with this Article, notwithstanding
the fact that a lesser percentage may be specified by the laws of Missouri.
ARTICLE ELEVEN
The Corporation shall have full authority to amend these Articles of
Incorporation, at any time or from time to time, as permitted by the provisions
of The General and Business Corporation Law of Missouri, as amended from time to
time.
IN WITNESS WHEREOF, these Articles of Incorporation have been signed
this 10th day of August, 1995.
Connie B. Walsh
Incorporator
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STATE OF MISSOURI
SS.
CITY OF ST. LOUIS
I, VICTORIA R. OLIVER,a notary public, do hereby certify that on the
10th day of August, 1995, personally appeared before me, Connie B. Walsh, who
being by me first duly sworn, declared that she is the person who signed the
foregoing document as incorporator, and that the statements therein contained
are true.
Notary Public
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