EXHIBIT 3.9
CERTIFICATE OF INCORPORATION
FOR
TALTON STC, INC.
THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter
stated under and pursuant of the provisions of the General Corporation Law of
the State of Delaware, does hereby certify as follows:
ARTICLE I
---------
The name of the corporation is TALTON STC, INC.
ARTICLE II
----------
The address of the registered office of the Corporation in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of the Corporation's registered agent at such registered office is
CORPORATION SERVICE COMPANY.
ARTICLE III
-----------
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 Corporation is to have a perpetual existence.
ARTICLE IV
----------
The total number of shares of stock which the Corporation shall have
authority to issue is 1000 shares of Common Stock, $1.00 par value per share.
-1-
ARTICLE V
---------
The following provisions are inserted for the management of the business and
the conduct of the affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the Corporation and of its directors
and stockholders:
A. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors.
B. The Board of Directors shall have concurrent power with
the stockholders to make, alter, amend, change, add to or repeal
the Bylaws of the Corporation.
C. The number of directors of the Corporation shall be as
from time to time fixed by, or in the manner provided in, the
Bylaws of the Corporation. Election of directors need not be by
written ballot unless the Bylaws so provide.
D. In addition to the powers and authority expressly
conferred upon them herein or by statute, the directors are hereby
empowered to exercise all such powers and do all such acts and
things as may be exercised or done by the Corporation, subject,
nevertheless, to the provisions of the Delaware General
Corporation Law, this Certificate of Incorporation, and any Bylaws
adopted by the stockholders; provided, however, that no Bylaws
hereafter adopted by the stockholders shall invalidate any prior
act of the
-2-
directors which would have been valid if such Bylaws had not been
adopted.
E. No director shall be personally liable to the Corporation
or its stockholders for monetary damages for any breach of
fiduciary duty by such director as a director. Notwithstanding the
foregoing sentence, a director shall be liable to the extent
provided by applicable law (i) for 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) pursuant to
Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper
personal benefit. No amendment to or repeal of this Subsection (E)
to Article V shall apply to or have any effect on the liability or
alleged liability of any director of the Corporation for or with
respect to any acts or omissions of such director occurring prior
to such amendment.
ARTICLE VI
----------
Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the Delaware General Corporation Law)
outside the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors or in the Bylaws of the Corporation.
-3-
ARTICLE VII
-----------
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 the Delaware General Corporation Law 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 the Delaware General
Corporation Law, 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 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.
-4-
ARTICLE VIII
------------
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 statute and this Certificate of Incorporation, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
ARTICLE IX
----------
The amount of the authorized stock of the Corporation of any class or
classes may be increased or decreased by the affirmative vote of the holders of
a majority of the stock of the Corporation entitled to vote.
ARTICLE X
---------
Elections of directors need not be by ballot unless the By-Laws of the
Corporation shall so provide.
ARTICLE XI
----------
A. The incorporator of the Corporation is Carl C. Christoff,
whose mailing address is 2323 Bryan Street, Suite 2200, Dallas,
Texas 75201.
B. The names and mailing addresses of the persons who are to
serve as directors of the Corporation until the first annual
meeting of stockholders and until their successors are elected and
qualified are as follows:
Name Address
---- -------
Todd W. Follmer 3811 Turtle Creek Boulevard
Suite 1300
Dallas, Texas 75219
-5-
IN WITNESS WHEREOF, I have hereunto set my hand this 29nd day of May, 1997.
/s/ CARL C. CHRISTOFF
------------------------------------
Carl C. Christoff
Incorporator
In the Presence of:
/s/ J. CAROL SMITH
- --------------------------
J. Carol Smith
-6-