Exhibit 3.55
CERTIFICATE OF INCORPORATION OF
Article One
The name of the corporation is ______________________________________.
Article Two
The address of its registered office in the State of Delaware is _____
_________________________________________________________________________. The
name of its registered agent at such address is _______________________________.
Article Three
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.
Article Four
The corporation is authorized to issue Common Stock only. The total
number of shares of Common Stock which the corporation shall have authority to
issue is ____________________, and the par value of each such share is _________
_____________________________.
Article Five
The business and affairs of the corporation shall be managed by the
Board of Directors. In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, alter or
repeal the By-laws of the corporation.
The number of directors shall be fixed from time to time by, or in the
manner provided in, the By-laws of the corporation and may be increased or
decreased as therein provided. Directors of the corporation need not be elected
by ballot unless required by the By-laws.
Article Six
Part I
Right to Indemnification
Each person who was or is made a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative ("proceeding"), by reason of the fact
that he or she, or a person of whom he or she is the legal representative, is or
was a director or officer of this corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified and held harmless by the
corporation to the fullest extent authorized by the General Corporation Law of
the State of Delaware, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the corporation to provide broader indemnification rights than said law
permitted the corporation to provide prior to such amendment), against all
expenses, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith;
provided, however, that the corporation shall indemnify any such person seeking
indemnity in connection with a proceeding (or part thereof) initiated by such
person only if the initiation of such proceeding (or part thereof) was
authorized or approved by the Board of Directors of the corporation. Such right
shall be a contract right and shall include the right to have the corporation
include the right to the have the corporation pay, or repay such person for,
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that the payment of such expense incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of such proceeding, shall be
made only an undertaking, by or on to repay all amounts so ultimately that such
director or officer is not entitled to be indemnified under this Article Six or
otherwise. The financial ability of any such person to make such repayment shall
not be a prerequisite to the making of such payment of or for expenses. upon
delivery to the corporation of behalf of such director or officer, advanced if
it should be determined.
Part II
Right of Claimant To Bring Suit
If a claim, (including a request for expenses) under Part I of this Article Six
is not paid in full by the corporation within ninety days after a written
request has been received by the corporation, the claimant may at any time
thereafter bring suit against the corporation to recover the unpaid amount of
the claim and, if successful, in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking has been tendered to the corporation)
that the claimant has not met the standards of conduct which make it permissible
under the General Corporation Law of the State of Delaware for the corporation
to indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the corporation. Neither the failure of the corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standards of conduct set forth in said
law, nor an actual determination by the corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant had
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant had not met the applicable standard of
conduct. The provisions of this Part II of this Article Six shall be applicable
to all actions, suits or proceedings commenced after its adoption, whether such
arise out of acts or omissions which occurred prior or subsequent to such
adoption and shall continue as to a person who has ceased to be a director,
officer, employee or agent of, or to render services for or at the request of
the corporation, or as the case may be, its parent, or subsidiaries and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
Part III
Independent Legal Counsel
Independent legal counsel may be appointed by the Board of Directors,
even if a quorum of disinterested directors is not available, or by a person
designated by the Board of Directors. If independent legal counsel, so
appointed, shall determine in a written opinion that indemnification is proper
under this Article Six, indemnification shall be made without further action of
the Board of Directors.
Part IV
Non-Exclusivity of Rights
The rights conferred on any person by Parts I and II of this Article
Six shall not be exclusive of any other right which such person may have or
hereafter acquire under any statute, provision of this Certificate of
Incorporation, as amended and restated, By-law, agreement, or vote of
stockholders or disinterested directors or otherwise.
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Part V
Insurance
The corporation may maintain insurance, at its expense, to protect
itself and any such director, officer, employee, agent or other person, or all
of them, of the corporation or another corporation, partnership, joint venture,
trust or enterprise against any such expense, liability or loss, whether or not
the corporation would have the power to indemnify such person against such
expense, liability or loss under the General Corporation Law of the State of
Delaware.
Article Seven
A director of this corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (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 Section 174 of the General Corporation Law of the
State of Delaware, as the same exists or hereafter may be amended, or (iv) for
any transaction from which the director derived an improper personal benefit. If
the General Corporation Law of Delaware hereafter is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the corporation, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent
permitted by the amended General Corporation Law of Delaware. Any repeal or
modification of this paragraph by the shareholders of the corporation shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the corporation existing at the time of such repeal
or modification.
Article Eight
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 Title 8 of the Delaware Code 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 Title 8 of the
Delaware Code 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 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.
Article Nine
The initial members of the Board of Directors shall be _______________.
The mailing address for ________________________________________________________
___________________________________________.
Article Ten
The incorporator of the corporation is___________________________. The
mailing address of______________________________________________________________
_________________________________________________________.
Dated:_____________________ _______________________________