Exhibit 3.17
RELATED ARTICLES OF INCORPORATION
OF
DRUG-FREE CONSORTIUM, INC.
The undersigned, Daniel J. Thomas, President of Drug-Free Consortium,
Inc., a Texas corporation (the "Corporation"), and Richard A. Parr II, Secretary
of the Corporation, do hereby certify that:
ARTICLE ONE
Drug-Free Consortium, Inc., pursuant to the provisions of Article 4.07
of the Texas Business Corporation Act, hereby adopts restated articles of
incorporation which accurately copy the articles of incorporation and all
amendments thereto that are in effect to date and as further amended by such
restated articles of incorporation as hereinafter set forth and which contain no
other change in any provision thereof.
ARTICLE TWO
The articles of incorporation of the corporation are amended by the
restated articles of incorporation as follows:
ARTICLE SIX: The street address of the registered office is 350 North
St. Paul Street, Dallas, Texas 75201, and the name of its registered agent is CT
Corporation System.
ARTICLE SEVEN: The number of directors constituting the board of
directors is two, and the names and addresses of such persons to serve as
directors until the next annual meeting of the shareholders or until a successor
or successors are elected and qualified is Daniel J. Thomas, 5080 Spectrum
Drive, Suite 400 West, Addison, Texas 75001 and Thomas E. Kiraly, 2600
Whitehaven Street North, Colleyville, Texas 76034.
ARTICLE THREE
Each such amendment made by the restated articles of incorporation has
been effected in conformity with the provisions of the Texas Business
Corporation Act and such restated articles of incorporation and each such
amendment made by the restated articles of incorporation were duly adopted by
the shareholders of the corporation on the 17th day of August, 1999.
ARTICLE FOUR
The number of shares outstanding was 10,000, and the number of shares
entitled to vote on the restated articles of incorporation as so amended was
1,100. All of the shareholders have signed a written consent to the adoption of
such restated articles of incorporation as so amended pursuant to Article 9.10
and any written notice required by Article 9.10 has been given.
ARTICLE FIVE
The articles of incorporation and all amendments and supplements
thereto are hereby superseded by the following restated articles of
incorporation which accurately copy the entire text thereof and as amended as
above set forth:
FIRST: The name of the Corporation is DRUG-FREE CONSORTIUM, INC.
SECOND: The period of its duration is perpetual.
THIRD: The address of the registered office of the Corporation in the
State of Texas is 350 North St. Paul Street, Dallas, Texas 75201 in Dallas
County, Texas. The name of the Corporation's registered agent at such address is
C T Corporation System.
FOURTH: The purposes for which the Corporation is formed are to engage
in any lawful act or activity for which corporations may be organized under the
Texas Business Corporation Act.
FIFTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 10,000 shares, of Common Stock,
$.01 par value ("Common Stock"). Except as otherwise expressly provided herein,
all shares of Common Stock shall be identical and shall entitle the holders
thereof to the same rights and privileges.
SIXTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Texas the Board of Directors of the Corporation is
expressly authorized and empowered to make, alter or repeal the By-laws of the
Corporation, subject to the power of the stockholders of the Corporation to
alter or repeal any By-law made by the Board of Directors. The number of
Directors shall be such number as shall be determined from time to time by the
Board of Directors and initially shall be two; Daniel J. Thomas, 312 Union
Wharf, Boston, Massachusetts 02109 and Thomas E. Kiraly, 5080 Spectrum Drive,
Suite 400 West, Addison, Texas 75001.
SEVENTH: The Corporation reserves the right at any time and from time
to time to amend, alter, change or repeal any provisions contained in this
Amended and Restated Articles of Incorporation; and other provisions authorized
by the laws of the State of Texas 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 Amended and Restated
Articles of Incorporation in its present form or as hereafter amended are
granted subject to the right reserved in this Article.
EIGHTH: (1) The Corporation shall, to the fullest extent permitted by
the Texas Business Corporation Act, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities and other
matters referred to in or covered by said section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any By-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and 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.
(2) No person shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director;
PROVIDED, HOWEVER, that the foregoing 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
the Business Corporation Act of the State of Texas or (iv) for any transaction
from which the director derived an improper personal benefit.
IN WITNESS WHEREOF, Drug-Free Consortium, Inc. has caused this Amended
and Restated Articles of Incorporation to by signed by its President and
attested by its Secretary this 17th day of August 1999.
/s/ Daniel J. Thomas
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Daniel J. Thomas
President
Attest:
/s/ Richard A. Parr II
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Richard A. Parr II
Secretary