FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
NOV 21 1996
DEAN HELLER SECRETARY OF STATE
/s/ Dean Heller
No. C24091-96
ARTICLES OF INCORPORATION
OF
OCI HOLDINGS, INC.
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The undersigned incorporator executes these Articles of Incorporation for
the purpose of forming a corporation under Chapter 78 of the Nevada Revised
Statues.
ARTICLE I
NAME
----
The name of the corporation is OCI Holdings, Inc. (the "Corporation").
ARTICLE II
RESIDENT AGENT
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The name and street address of the resident agent is The Corporation Trust
Company of Nevada, One East First Street, Reno, Nevada 89501.
ARTICLE III
SHARES OF STOCK
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The number of shares the Corporation is authorized to issue is 1,000,000
shares of common stock, $.01 par value.
ARTICLE IV
GOVERNING BOARD
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SECTION 4.1 BOARD The governing board shall be styled as directors, and the
number for the first board of directors shall be three (3). Provided that the
Corporation has at least one director, the number of directors may at any time
or times be increased or decreased as provided in the bylaws.
SECTION 4.2 FIRST DIRECTORS. The names and business post office box
addresses of the first directors are as follows:
Daniel J. Thomas 3010 LBJ Freeway, Suite 400
Dallas, TX 75234
James M. Greenwood 3010 LBJ Freeway, Suite 400
Dallas, TX 75234
Richard A. Parr, II 3010 LBJ Freeway, Suite 400
Dallas, TX 75234
ARTICLE V
INCORPORATOR
------------
The name and business address of the incorporator signing these articles of
incorporation is Tracy Jones, OccuSystems, Inc., 3010 LBJ Freeway, Suite 400,
Dallas, TX 75234.
ARTICLE VI
DIRECTORS' AND OFFICERS' LIABILITY
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No director or officer of the Corporation shall be personally liable to the
Corporation or any of its stockholders for damages for breach of fiduciary duty
as a director or officer involving any act or omission of any such director or
officer. However, the foregoing provision shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law, or (ii) the payment
of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any
repeal or modification of this Article VI by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director or officer of the Corporation for acts or
omissions prior to such repeal or modification.
ARTICLE VII
INDEMNITY
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SECTION 7.1 RIGHT TO INDEMNITY. Every person who was or is a party, or is
threatened to be made party to, or is involved in, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person or a person for whom such
person is the legal representative is or was a director, officer, agent or
employee of another corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless to the fullest extent legally
permissible under the laws of the State of Nevada, from time to time existing,
against all expenses, liability and loss (including attorneys' fees, judgments,
fines and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith. Such right to indemnification
shall be a contract right which may be enforced in any manner desired by such
person. Such right of indemnification shall not be exclusive of any other right
which such director, officer or representative may have or hereafter acquire,
and, without limiting the generality of such statement, such persons shall be
entitled to their respective rights of indemnification under any bylaw,
agreement, vote of stockholders, provision of law, or otherwise, as well as
their rights under this Article VII.
SECTION 7.2 EXPENSES ADVANCED. Expenses of directors and officers incurred
in defending a civil or criminal action, suit or proceeding by reason of any act
or omission of such director of officer acting as a director or officer shall be
paid by the Corporation as such expenses are incurred and in advance of the
final disposition of the action, suit or
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proceeding, upon receipt of any undertaking by a court of competent jurisdiction
that such person is not entitled to be indemnified by the Corporation.
SECTION 7.3 BYLAWS AND INSURANCE. Without limiting the application of the
foregoing, the board of directors may adopt bylaws from time to time with
respect to indemnification, to provide at all times the fullest indemnification
permitted by the laws of the State of Nevada, and may cause the Corporation to
purchase and maintain insurance or make other financial arrangements on behalf
of any person who 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 any liability asserted against such
person and incurred in any such capacity or arising out of such status, to the
fullest extent permitted by the laws of the State of Nevada, whether or not the
Corporation would have the power to indemnify such person against such liability
and expenses.
SECTION 7.4 SURVIVAL. The indemnification and advancement of expenses
provided in this Article VII shall continue for a person who has ceased to be a
director, officer, employee or agent, and inures to the benefit of the heirs,
executors and administrators of such a person.
INCORPORATOR:
/s/ Tracy Jones
Date: November 14, 1996 ----------------------
Tracy Jones
STATE OF TEXAS SS
SS
COUNTY OF DALLAS SS
On this 14th day of November, 1996, there personally appeared before me a
Notary Public, Tracy Jones, who acknowledged that she executed the foregoing
articles of incorporation.
/s/ Kerri Robinson
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Notary Public in and for the
(seal) State of Texas.
(Notary Public Stamp for
Kerri Lynn Robinson)
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