EXHIBIT 3.17
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
GEORGE F. PETTINOS, INC.
Adopted in accordance with Sections 242 and 245
of the General Corporation Law
of the State of Delaware
FIRST: The name of the Corporation is George F. Pettinos, Inc.
(hereinafter sometimes called the "Corporation").
SECOND: The address of the Corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle, State of Delaware 19801. The name of its
registered agent at such address is The Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or
promoted are to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is 100 and the par value of each of such shares is
$0.01.
FIFTH: The following additional provisions are inserted for the
management of the business and for the conduct of the affairs of the
Corporation, and for the creation, definition, limitation and regulation of the
powers of the Corporation, the directors and the stockholders:
1. Election of directors need not be by written ballot. The Board of
Directors shall have power to make, alter, amend and repeal the By-Laws of the
Corporation and to fix the compensation of directors for services in any
capacity.
2. Any director may be removed at any time, with or without cause,
upon the affirmative vote of the holders of a majority of the stock of the
Corporation at that time having voting power for the election of directors;
provided, however, that no director who shall have been elected by the holders
of a separate class of stock shall be removed under the provisions of this
subdivision except upon the affirmative vote of the holders of a majority of the
class whose holders elected him, if such holders are then entitled to vote for
the election of directors.
3. Any corporate action, with respect to which the vote of the
stockholders at a meeting thereof is required or permitted by any provision of
the General Corporation Law of the State of Delaware or of the Certificate of
Incorporation or the By-Laws of the Corporation, is authorized to be taken and
may be taken without that vote and meeting, and that vote and meeting may be
dispensed with, with the written consent of the holders of a majority (or, if
with respect to a particular corporate action where the General Corporation Law
of the State of
Delaware or the Certificate of Incorporation or the By-Laws of the Corporation
specifies a greater percentage, by the holders of that greater percentage) of
the stock that would have been entitled to vote upon that action if a meeting
were held. Prompt notice shall be given to all stockholders of the taking of any
corporate action pursuant to the provisions of this paragraph 3 unless that
action has been consented to in writing by the holders of all of the stock that
would have been entitled to vote upon that action if a meeting were held.
4. A director of the 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 Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.
5. The Corporation shall indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the Corporation, by
reason of the fact that he, or the person whose legal representative he is, (i)
is or was a stockholder, director, officer, employee or agent of the Corporation
(including the incorporator thereof), or (ii) is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or (iii) is
or was a director, officer or employee of the Corporation serving at the request
of the Corporation as a fiduciary of an employee benefit plan or trust
maintained for the benefit of employees of the Corporation or employees of any
such corporation, partnership, joint venture, trust, or other enterprise,
against judgments, fines, penalties, amounts paid in settlement, and expenses,
including attorneys' fees, actually and reasonably incurred by him and the
person whose legal representative he is, in connection with such action, suit or
proceeding, or any appeal therein, to the fullest extent permitted by law.
Expenses which may be indemnifiable under this paragraph 5 incurred in
defending an action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors upon agreement by or on behalf of the
stockholder, director, officer, employee or agent, or his legal representative,
to repay such amount if he is later found not entitled to be indemnified by the
Corporation as authorized in this paragraph 5.
The Corporation shall not indemnify any stockholder, director,
officer, employee or agent against judgments, fines, amounts paid in settlement
and expenses, including attorneys' fees, to an extent greater than that
authorized by this paragraph 5, but the Corporation may procure and maintain
insurance providing greater indemnification and may share the premium cost with
any stockholder, director, officer, employee or agent on such basis as may be
agreed upon.
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IN WITNESS WHEREOF, I, the undersigned, being an officer of the
Corporation, have hereto set my hand this 30/th/ day of July, 1998.
/s/ John A. Ulizio
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John A. Ulizio
Vice President and Secretary
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