EXHIBIT 3.7
ARTICLES OF INCORPORATION
OF
PSS HOLDING, INC.
The undersigned, being an individual, does hereby act as incorporator in
adopting the following Articles of Incorporation for the purpose of organizing a
corporation for profit, pursuant to the provisions of the Florida Business
Corporation Act.
ARTICLE I
NAME
----
The corporate name for the corporation (hereinafter called the
"Corporation") is PSS Holding, Inc.
ARTICLE II
PRINCIPAL OFFICE
----------------
The street address and the mailing address of the principal office of the
Corporation is DuPont Center, 1650 Prudential Drive, Suite 105, Jacksonville,
Florida 32207.
ARTICLE III
BUSINESS AND ACTIVITIES
-----------------------
The purposes for which the Corporation is organized shall include the
authority of the Corporation to engage in any lawful business or activity for
which corporations may be organized under the laws of the United States and of
the State of Florida.
ARTICLE IV
CAPITAL STOCK
-------------
The total number of shares of stock which the Corporation shall have the
authority to issue is 1,000 shares of common stock, $.01 par value per share.
ARTICLE V
TERM OF EXISTENCE
-----------------
The effective date upon which the Corporation shall come into existence
shall be the date these Articles of Incorporation are filed with the office of
the Secretary of State and it shall exist perpetually thereafter unless
dissolved according to law.
ARTICLE VI
INITIAL REGISTERED OFFICE AND AGENT
-----------------------------------
The name of the initial registered agent of the Corporation is Fred
Elefant, and the street address of the initial registered office of the
Corporation in the State of Florida is DuPont Center, 1650 Prudential Drive,
Suite 105, Jacksonville, Florida 32207.
The written acceptance of the said initial registered agent, as required by
the Florida Business Corporation Act, is set forth following the signature of
the incorporator and is made a part of these Articles of Incorporation.
ARTICLE VII
DIRECTORS
---------
The initial number of directors of the Corporation shall be one (1).
The name and street address of the initial member of the Board of
Directors, to hold office until the first annual meeting of the shareholders of
the Corporation or until his successor is elected or appointed and has
qualified, is as follows:
Fred Elefant
DuPont Center
1650 Prudential Drive, Suite 105
Jacksonville, Florida 32207
ARTICLE VIII
INCORPORATOR
------------
The name and address of the incorporator signing these Articles of
Incorporation are: Kimberly A. Knight, Alston & Bird LLP, One Atlantic Center,
1201 West Peachtree Street, Atlanta, Georgia 30309.
The written acceptance of the said initial registered agent, as required
by the Florida Business Corporation Act, is set forth following the signature of
the incorporator and is made a part of these Articles of Incorporation.
THE UNDERSIGNED, being the incorporator named above, for the purpose
of forming a corporation pursuant to the Florida Business Corporation Act, does
make these Articles, hereby declaring and certifying that this is my act and
deed and the facts herein stated are true, and accordingly have hereunto set my
hand as of this 20th day of March, 1997.
/s/ Kimberly A. Knight
--------------------------------
Kimberly A. Knight
-2-
ACCEPTANCE OF INITIAL REGISTERED AGENT
Having been named as registered agent and to receive service of
process for the above stated corporation at the place designated in these
provisions, I hereby accept the appointment as registered agent and agree to act
in this capacity. I further agree to comply with the provisions of all statutes
relative to the proper and complete performance of my duties, and I am familiar
with and accept the obligations of my position as registered agent.
Dated: 3/20, 1997 /s/ Fred Elefant
----------------
Fred Elefant