Exhibit 3.27
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
HILLMAN CONSULTING, INC.
The undersigned, Kathy Hillman, President of Hillman Consulting,
Inc., a Nevada corporation (the "Corporation"), and Richard A. Parr II,
Secretary of the Corporation, do hereby certify that:
1. The name of the Corporation is "Hillman Consulting, Inc."
2. The original Articles of Incorporation were filed with the
Secretary of State of the State of Nevada on June 30, 1997, under the
name "OCI Hillman Acquisition, Inc."
3. This Amended and Restated Articles of Incorporation has been
duly proposed by resolutions adopted and declared advisable by the Board
of Directors of the Corporation, duly adopted by written consent of the
sole stockholder of the Corporation in lieu of a meeting and vote and
duly executed and acknowledged by the officers of the Corporation in
accordance with the provisions of Sections 78.403 of the Nevada Revised
Statutes and, upon filing with the Secretary of State of the State of
Nevada in accordance with Section 78.403, shall supercede the original
Articles of Incorporation and shall, as it may thereafter be amended in
accordance with its terms and applicable law, be the Articles of
Incorporation of the Corporation.
4. The text of the Articles of Incorporation of the Corporation
is hereby amended and restated to read in its entirety as follows:
FIRST: The name of the Corporation is HILLMAN CONSULTING, INC.
SECOND: The address of the registered office of the Corporation
in the State of Nevada is One East First Street, Reno, Nevada 89501 in Washoe
County, Nevada. The name of the Corporation's registered agent at such address
is the Corporation Trust Company of Nevada.
THIRD: 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 Nevada Revised Statutes.
FOURTH: The total number of shares of all classes of stock which
the Corporation shall have authority to issue is 1,000 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.
FIFTH: In furtherance and not in limitation of the powers
conferred by the laws of the State of Nevada, 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.
SIXTH: 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 Nevada 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.
SEVENTH: (1) The Corporation shall, to the fullest extent
permitted by Section 78.403 of the Nevada Revised Statutes, 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 Nevada Revised Statutes or (iv) for any transaction from which
the director derived an improper personal benefit.
IN WITNESS WHEREOF, Hillman Consulting, 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/ KATHY HILLMAN
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Kathy Hillman
President
Attest:
/S/ RICHARD A. PARR II
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Richard A. Parr II
Secretary