EXHIBIT 3.17
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CERTIFICATE OF INCORPORATION
OF
CALL POINTS ACQUISITION CORPORATION
ARTICLE I
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The name of this corporation is Call Points Acquisition Corporation (the
"Corporation").
ARTICLE II
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The address of the registered office of the corporation in the State of
Delaware is 222 Delaware Avenue, P.O. Box 2306, Wilmington, County of New
Castle, Delaware 19899, and the name of its registered agent at such address is
Delaware Corporate Services, Inc.
ARTICLE III
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The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware (the "General Corporation Law").
ARTICLE IV
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The total number of shares of stock which the Corporation shall have
authority to issue is three thousand (3,000). All such shares are to be common
stock, par value of one cent ($0.01) per share, and are to be of one class.
ARTICLE V
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The name and mailing address of the incorporator are Delaware Corporate
Services Inc., 222 Delaware Avenue, P.O. Box 2306, Wilmington, Delaware 19899.
ARTICLE VI
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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 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 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.
ARTICLE VII
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A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a directors, except to the extent such exemption from liability or
limitation thereof is not permitted under the General Corporation Law as the
same exists or may hereafter be amended. Any repeal or modification of the
foregoing sentence shall not adversely affect any right or protection of a
director of the Corporation existing hereunder with respect to any act or
omission occurring prior to such repeal or modification.
ARTICLE VIII
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The original by-laws of the Corporation shall be adopted by the
incorporator. In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors is expressly
authorized and empowered to adopt, amend and repeal the by-laws of the
Corporation, subject to the power of the stockholders of the Corporation,
subject to the power of the stockholders of the Corporation to amend or repeal
and by-law made by the Board of Directors.
ARTICLE IX
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Unless and except to the extent that the by-laws of the Corporation shall
so require, the election of the directors of the Corporation need not be by
written ballot.
ARTICLE X
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The Corporation reserves the right at any time, and from time to time, to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, and other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter prescribed by law; and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the rights reserved in this
Article X.
THE UNDERSIGNED, being the incorporator hereinabove named, makes and files
this Certificate of Incorporation, and does hereby declare and certify that said
instrument is its act and deed and that the facts stated herein and true, and
accordingly has executed this Certificate of Incorporation this 10th day of
January, 1997.
Delaware Corporate Services, Inc.,
Incorporator
By: /s/ Jeanette Grodzicki
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Name: Jeanette Grodzicki
Title: Vice President