EXHIBIT 3.8
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CERTIFICATE OF INCORPORATION
OF
TELEPHONE BUSINESS MEETINGS, INC.
FIRST: The name of the corporation is Telephone Business Meetings, Inc.
SECOND: The registered office of the corporation in the State of Delaware
is located at 1310 King Street, Wilmington, New Castle County, Delaware, and its
registered agent is PJEKS Corporate Services, Inc.
THIRD: The purpose of the corporation and the nature and objects of the
business to be transacted, promoted, and carried on are primarily to establish,
operate and conduct a telephone conferencing business, and all necessary or
appropriate activities related thereto, including but not limited to, the
purchase, sale, or lease of real and personal property and to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is one thousand shares of common stock with a par value
of one cent each.
FIFTH: 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 of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or 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 provision 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 a 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.
SIXTH: The corporation shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he 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 or other enterprise, against expenses (including attorneys'
fees), judgment, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceedings, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, upon a plea of nolo contendere or equivalent, shall
not, of itself, create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect of any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
SEVENTH: No director of the corporation shall have any personal liability
to the corporation or to any of its stockholders for monetary damages for breach
of fiduciary duty as a director; provided, however, that this provision
eliminating such personal liability of a director shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under (S)174 of the General Corporation Law of Delaware, or (iv) for any
transaction from which the director derived an improper personal benefit.
EIGHTH: The name and address of the incorporator is Donna Rider, 26 The
Green, Dover, Delaware 19901.
NINTH: The Board of Directors shall have the power to make, add to, delete
from, alter, and repeal the By-Laws.
TENTH: The corporation reserves the right to amend, alter, change, or
repeal any provision contained in this certificate of incorporation in the
manner now or hereafter prescribed by law and all rights conferred on officers,
directors, and stockholders herein are granted subject to this reservation.
THE UNDERSIGNED INCORPORATOR, for the purposes of forming a corporation, in
pursuance of an act of the legislature of the State of Delaware entitled "An Act
Providing a General Corporation Law" (approved March 10, 1899) and any acts
amendatory thereof and supplemental thereto, does make and file this Certificate
of Incorporation, hereby declaring and certifying that the facts herein stated
are true and accordingly has hereunto set her hand and seal this 16th day of
December, 1981.
/s/ Donna C. Rider
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INCORPORATOR
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