EXHIBIT 3.17
STATE OF DELAWARE
[LOGO]
OFFICE OF SECRETARY OF STATE
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I, GLENN C. KENTON, SECRETARY OF STATE OF THE STATE OF DELAWARE DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF CORSEARCH, INC. FILED IN THIS OFFICE ON THE FIRST DAY OF JUNE,
A.D. 1984, AT 9 0'CLOCK A.M.
/s/ Glenn C. Kenton
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Glenn C. Kenton, Secretary of State
AUTHENTICATION: :0259000
DATE: 06/01/1984
CERTIFICATE OF INCORPORATION
OF
CORSEARCH, INC.
***
The undersigned, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, does hereby certify as follows:
I.
The name of the corporation is CORSEARCH, INC.
II.
The registered office of the corporation is 229 South State Street,
Dover, Kent County, Delaware and the name of its initial registered agent at
such address is The Prentice-Hall Corporation System, Inc.
III.
The purposes of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
IV.
The aggregate number of shares which the corporation shall have
authority to issue is 5,000 shares of Common Stock with the par value of $1.00
each.
V.
Cumulative voting by the shareholders of the corporation at any election
for directors of the corporation is hereby prohibited. Every shareholder
entitled to vote at each such election shall have the right to vote, in person
or by proxy, the number of shares owned by him for as many persons as there are
directors to be elected and for whose election he has a right to vote.
VI.
The corporation shall indemnify any and all persons who may serve or who
may have served at any time as directors or officers of the corporation or who,
at the request of the Board of Directors of the corporation, may serve or at any
time have served as directors and officers of another corporation in which the
corporation at such time owned or may own shares of stock or of which it was or
may be a creditor, and their respective heirs, administrators, successors and
assigns, against any and all expenses, including amounts paid upon judgments,
counsel fees and amounts paid in settlement (before or after suit is commenced),
actually and necessarily incurred by such persons in connection with the defense
or settlement of any claim, action, suit or proceedings, in which they, or any
of them, are made parties, or a party, or which may be asserted against them or
any of them, by reason of being or having
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been directors of officers or a director or officer of the corporation, or of
such other corporation, except in relation to matters as to which any such
director or officer or former director or officer or person shall be adjudged in
any action, suit or proceeding to be guilty of gross negligence or willful
misconduct in the performance of duty. Such indemnification shall be in addition
to any other rights to which these indemnified may be entitled under any law,
By-law, agreement, vote of shareholders or otherwise.
VII.
Whenever a compromise or arrangement is proposed between the corporation
and its creditors or any class of them and/or between the 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 the
corporation or of any creditor or stockholder thereof, or on the application of
any receiver or receivers appointed for the 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 the
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 the corporation, as the case may be, to
be summoned in such manner as
3
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 the corporation, as the case may be, agree to any
compromise or arrangement and to any reorganization of the corporation as
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
the corporation, as the case may be, and also on the corporation.
VIII.
Except to the extent such power may be modified or divested by action of
shareholders representing a majority of the issued and outstanding shares of the
capital stock of the corporation, the power to alter, amend or repeal the By-
laws of the corporation shall be vested in the Board of Directors.
IX.
The name and address of the Incorporator is as follows:
Gary A. Schonwald 230 Park Avenue
Suite 416
New York, NY 10169
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IN WITNESS WHEREOF, the Incorporator has executed these Articles of
Incorporation, this 31st day of May, 1984.
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Gary A. Schonwald
FILED 9 AM
APRIL 9 1987
BOOK M105 PAGE 307
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CORSEARCH, INC.
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Pursuant to Section 242 of the
General Corporation Law of the
State of Delaware
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WE, THE UNDERSIGNED, President and Secretary of CORSEARCH, INC., a
corporation existing under the laws of the State of Delaware (the
"Corporation"), do hereby certify under the seal of the Corporation as follows:
FIRST: That the Certificate of Incorporation of the Corporation has been
amended by striking out the whole of Article FOURTH thereof as it now exists and
inserting in lieu and instead thereof a new Article FOURTH, reading as follows:
I.V.
The aggregate number of shares which the Corporation, shall have
authority to issue is Five Hundred Thousand (500,000) shares of Common
Stock with the par value of $0.01 each.
SECOND: That each share of common stock of the par value of one dollar
($1.00) each of the Corporation issued and outstanding on the date this
Certificate of Amendment is filed with the Secretary of State of the State of
Delaware shall be changed into one hundred shares of common stock of the par
value of one cent ($.01) each of the Corporation upon such filing.
THIRD: That such amendment has been duly adopted in accordance with the
provisions of the General Corporation Law of the State of Delaware by the
affirmative vote of more than a majority of the outstanding stock entitled to
vote thereon in accordance with the provisions of Sections, 212 and 228 of the
General Corporation Law of the State of Delaware and that the capital of the
Corporation will not be reduced under or by reason of said amendment.
IN WITNESS WHEREOF, we have signed this Certificate and caused the
corporate seal of the Corporation to be hereunto affixed this 27th day of March,
1987.
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President
Attest:
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Secretary