EXHIBIT 3.15
CERTIFICATE OF INCORPORATION
OF
TAHOE JOE'S, INC.
ARTICLE I
The name of the Corporation is Tahoe Joe's, Inc.
ARTICLE II
The purpose of the Corporation is to engage is any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware (the "Law").
ARTICLE III
The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 1,000,000, all of which shall
consist of Common Stock, par value $0.01 per share.
ARTICLE IV
No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for conduct as a director,
provided that this Article shall not eliminate the liability of a director for
any act or omission for which such elimination of liability is not permitted
under the Law. No amendment to the Law that further limits the acts or omissions
for which elimination of liability is permitted shall affect the liability of a
director for any act or omission which occurs prior to the effective date of the
amendment.
ARTICLE V
The Corporation shall indemnify any current or former director or
officer and may indemnify any current or former employee or agent of the
Corporation to the fullest extent not prohibited by law, who is made, or
threatened to be made, a party to an action, suit or proceeding, whether civil,
criminal, administrative, investigative or other (including an action, suit, or
proceeding by or in the right of the Corporation), by reason of the fact that
such person is or was a director, officer, employee or agent of the Corporation
or a fiduciary within the meaning of the Employee Retirement Income Security Act
of 1974 with respect to any employee benefit plan of the Corporation or serves
or served at the request of the Corporation as a director, officer, employee or
agent, or as a fiduciary of an employee benefit plan, of another corporation,
partnership, joint venture, trust or other enterprise. The Corporation shall pay
for or reimburse the reasonable expenses incurred by any such current or former
director or officer and may pay for or reimburse the reasonable expenses
incurred by any such current or former employee or agent, in any such proceeding
in advance of the final disposition of the proceeding if the person sets forth
in writing (i) the person's good faith belief that the person is entitled to
indemnification under this Article and (ii) the person's agreement to repay
all advances if it is ultimately determined that the person is not entitled to
indemnification under this Article. No amendment to this Article that limits the
Corporation's obligation to indemnify any person shall have any effect on such
obligation for any act or omission that occurs prior to the later of the
effective date of the amendment or the date notice of the amendment is given to
the person. This Article shall not be deemed exclusive of any other provisions
for indemnification or advancement of expenses of directors, officers,
employees, agents and fiduciaries that may be included in any statute, bylaw,
agreement, general or specific action of the Board of Directors, vote of
shareholders or other document or arrangement.
ARTICLE VI
Pursuant to Section 109 of the Law, the Board of Directors is
authorized to the maximum extent permitted under the Law to adopt, amend or
repeal from time to time any or all of the Bylaws of the Corporation.
ARTICLE VII
The street address and the mailing address of the Corporation's
registered office in the State of Delaware is Corporation Trust Center, 1209
Orange Street, Wilmington, County of New Castle, Delaware 19801 and the name of
its registered agent at that address is The Corporation Trust Company.
Dated: March 4, 1999.
/s/ Thomas Nast
_______________________________________
THOMAS NAST, Incorporator
2246 E. Date Ave.
Fresno, CA 93707
I hereby declare that I am the person who executed the
foregoing CERTIFICATE OF INCORPORATION, which execution is my act and deed.
/s/ Thomas Nast
_______________________________________
THOMAS NAST
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