Exhibit 3.1(t)(i)
CERTIFICATE OF INCORPORATION
OF
FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC.
The undersigned, for the purpose of organizing a corporation
pursuant to the provisions of the General Corporation Law of the State
of Delaware, does make and file this Certificate of Incorporation and
does hereby certify as follows:
FIRST: Name. The name of the corporation is FINANCIAL
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EXCHANGE COMPANY OF VIRGINIA, INC. (hereinafter referred to as the
"Corporation").
SECOND: Registered Office. The registered office of the
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Corporation is to be located in the City of Wilmington, County of New
Castle, in the State of Delaware. The name of its registered agent is
the The Company Corporation, whose address is 725 Market Street,
Wilmington, Delaware 19801.
THIRD: Purposes. The purpose of the Corporation is to
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engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.
FOURTH: Capital Stock. The total number of shares which
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the Corporation shall have authority to issue shall be One Thousand
(1,000) shares of the par value of One Cent ($.01) each, all of which
shall be Common Stock.
FIFTH: Incorporator. The name and mailing address of the
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incorporator is:
Name Mailing Address
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Colleen A. Keating c/o Spengler Carlson Gubar
Brodsky & Frischling
520 Madison Avenue
New York, NY 10022
SIXTH: Compromise. Whenever a compromise or arrangement is
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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 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.
SEVENTH: Board of Directors and By-Laws. All corporate
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powers shall be exercised by the Board of Directors, except as
otherwise provided by statute or by this Certificate of Incorporation,
or any amendment thereof, or by the By-Laws. Directors need not be
elected by written ballot. The By-Laws may be adopted, amended or
repealed by the Board of Directors of the Corporation, except as
otherwise provided by law, but any by-law made by the Board of
Directors is subject to amendment or repeal by the stockholders of the
Corporation.
EIGHTH: Limited Liability. A director of the Corporation
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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 any
improper personal benefit. If the Delaware General Corporation Law is
hereafter amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as
so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right
or protection of a director of the Corporation existing at the time of
such repeal or modification.
NINTH: Indemnification. The Corporation shall indemnify
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any person who was or is a party or is threatened to be made a party
to any threatened, pending or complete action, suit or proceeding,
whether civil, criminal, administrative or investigative, or by or in
the right of the Corporation to procure judgment in its favor, by
reason of the fact that he is or was a director, officer, employee or
agent of the Corporation, or 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,
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Corporation, in accordance
with and to the full extent permitted by statute. Expenses (including
attorneys' fees) incurred in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action,
suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it
shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this section. The indemnification
provided by this section shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under
these Articles or any agreement or vote of stockholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
IN WITNESS WHEREOF, I, the undersigned, being the
incorporator hereinbefore named, hereby declare and certify that the
facts herein stated are true, and accordingly have hereunto set my
hand this 17th day of December, 1991.
/s/ Colleen A. Keating
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Colleen A. Keating, Incorporator
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