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EXHIBIT 3.17
CERTIFICATE OF INCORPORATION
-of-
ENCEE, INC.
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I, 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, do hereby certifies as follows:
FIRST: The name of the corporation is
ENCEE, INC.
SECOND: The registered office of the corporation is to be located
at 306 South State Street, in the City of Dover, in the County of Kent, in the
State of Delaware. The name of its registered agent at that address is the
United States Corporation Company.
THIRD: The purpose of the corporation is to engage in any lawful
act or activity for which a corporation may be organized under the General
Corporation Law of Delaware.
Without limiting in any manner the scope and generality of the
foregoing, it is hereby provided that the corporation shall have the following
purposes, objects and powers:
To purchase, manufacture, produce, assemble, receive, lease
or in any manner acquire, hold, own, use, operate, install, maintain,
service, repair, process, alter, improve, import, export, sell,
lease, assign, transfer and generally
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to trade and deal in and with raw materials, natural or manufactured articles
or products, machinery, equipment, devices, systems, parts, supplies,
apparatus, goods, wares, merchandise and personal property of every kind,
nature or description, tangible or intangible, used or capable of being
used for any purpose whatsoever; and to engage and participate in any
mercantile, manufacturing or trading business of any kind or character.
To improve, manage, develop, sell, assign, transfer, lease, mortgage,
pledge or otherwise dispose of or turn to account or deal with all or
any part of the property of the corporation and from time to time to vary any
investment or employment of capital of the corporation.
To borrow money, and to make and issue notes, bonds, debentures,
obligations and evidences of indebtedness of all kinds, whether secured by
mortgage, pledge or otherwise, without limit as to amount, and to secure the
same by mortgage, pledge or otherwise; and generally to make and perform
agreements and contracts of every kind and description, including contracts of
guaranty and suretyship.
To lend money for its corporate purposes, invest and reinvest its
funds, and take, hold and deal with real and personal property as security for
the payment of funds so loaned or invested.
To the same extent as natural persons might or could do, to purchase
or otherwise acquire, and to hold, own, maintain, work, develop, sell, lease,
exchange, hire, convey, mortgage or otherwise dispose of and deal in lands and
leaseholds, and any interest, estate and rights in real property, and any
personal or mixed property, and any franchises, rights, licenses or privileges
necessary, convenient or appropriate for any of the purposes herein expressed.
To apply for, obtain, register, purchase, lease or otherwise to
acquire and to hold, own, use, develop, operate and introduce and to sell,
assign, grant licenses or territorial rights in respect to, or otherwise to
turn to account or dispose of, any copyrights, trade marks, trade names,
brands, labels, patent rights, letters patent of the United States or of any
other country or government, inventions, improvements and processes, whether
used in connection with or secured under letters patent or otherwise.
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To participate with others in any corporation, partnership, limited
partnership, joint venture, or other association of any kind, or in any
transaction, undertaking or arrangement which the participating corporation
would have power to conduct by itself, whether or not such participation
involves sharing or delegation of control with or to others; and to be an
incorporator, promoter or manager of other corporations of any type or kind.
To pay pensions and establish and carry out pension, profit sharing,
stock option, stock purchase, stock bonus, retirement, benefit, incentive and
commission plans, trusts and provisions for any or all of its directors,
officers and employees, and for any or all of the directors, officers, and
employees of its subsidiaries; and to provide insurance for its benefit on
the life of any of its directors, officers or employees, or on the life of any
stockholder for the purpose of acquiring at his death shares of its stock
owned by such stockholders.
To acquire by purchase, subscription or otherwise, and to hold for
investment or otherwise and to use, sell, assign, transfer, mortgage, pledge or
otherwise deal with or dispose of stocks, bonds or any other obligations or
securities of any corporation or corporations; to merge or consolidate with any
corporation in such manner as may be permitted by law; to aid in any manner any
corporation whose stocks, bonds or other obligations are held or in any manner
guaranteed by this corporation, or in which this corporation is in any way
interested; and to do any other acts or things for the preservation,
protection, improvement or enhancement of the value of any such stock, bonds or
other obligations; and while owner of any such stock, bonds or other
obligations to exercise all the rights, powers and privileges of ownership
thereof, and to exercise any and all voting powers thereon; and to guarantee
the payment of dividends upon any stock, the principal or interest or both, of
any bonds or other obligations, and the performance of any contracts.
To do all and everything necessary, suitable and proper for the
accomplishment of any of the purposes or the attainment of any of the objects
or the furtherance of any of the powers hereinbefore set
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forth, either alone or in association with other corporations, firms
or individuals, and to do every other act or acts, thing or things
incidental or appurtenant to or growing out of or connected with the
aforesaid business or powers or any part or parts thereof, provided
the same be not inconsistent with the laws under which this
corporation is organized.
The business or purpose of the corporation is from time to
time to do any one or more of the acts and things hereinabove set
forth, and it shall have power to conduct and carry on its said
business, or any part thereof, and to have one or more offices,
and to exercise any or all of its corporate powers and rights, in the
State of Delaware, and in the various other states, territories,
colonies and dependencies of the United States, in the District of
Columbia, and in all or any foreign countries.
The enumeration herein of the objects and purposes of the
corporation shall be construed as powers as well as objects and
purposes and shall not be deemed to exclude by inference any powers,
objects or purposes which the corporation is empowered to exercise,
whether expressly by force of the laws of the State of Delaware now or
hereafter in effect, or impliedly by the reasonable construction of
the said laws.
FOURTH: The total number of shares of stock which the corporation
is authorized to issue is one thousand (1,000) shares, all of which are without
par value.
FIFTH: The name and address of the incorporator are as follows:
NAME ADDRESS
Leif A. Tonnessen 60 Wall Street, New York, N.Y. 10005
SIXTH: The following provisions are inserted for the management of
the business and for the conduct of the affairs of the corporation, and for
further definition, limitation and regulation of the powers of the corporation
and of its directors and stockholders:
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(1) The number of directors of the corporation shall be such as from
time to time shall be fixed by, or in the manner provided in the by-laws.
Election of directors need not be by ballot unless the by-laws so provide.
(2) The Board of Directors shall have power without the assent or
vote of the stockholders
(a) To make, alter, amend, change, add to or repeal the By-Laws of
the corporation; to fix and vary the amount to be reserved for any
proper purpose; to authorize and cause to be executed mortgages and
liens upon all or any part of the property of the corporation; to
determine the use and disposition of any surplus or net profits; and
to fix the times for the declaration and payment of dividends.
(b) To determine from time to time whether, and to what extent,
and at what times and places, and under what conditions and
regulations, the accounts and books of the corporation (other than the
stock ledger) or any of them, shall be open to the inspection of the
stockholders.
(3) The directors in their discretion may submit any contract or act
for approval or ratification at any annual meeting of the stockholders called
for the purpose of considering any such act or contract, and any contract or
act that shall be approved or be ratified by the vote of the holders of a
majority of the stock of the corporation which is represented in person or by
proxy at such meeting and entitled to vote thereat (provided that a lawful
quorum of stockholders be there represented in person or by proxy) shall be as
valid and as binding upon the corporation and upon all the stockholders as
though it had been approved or ratified by every
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stockholder of the corporation, whether or not the contract or act would
otherwise be open to legal attack because of directors' interest, or for
any other reason.
(4) In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the corporation; subject, nevertheless, to the provisions of the
statutes of Delaware, of this certificate, and to any by-law from time to time
made by the stockholders; provided, however, that no by-laws so made shall
invalidate any prior act of the directors which would have been valid if such
by-law had not been made.
SEVENTH: The corporation shall, to the full extent permitted by
Section 145 of the Delaware General Corporation Law, as amended from time to
time, indemnify all persons whom it may indemnify pursuant thereto.
EIGHTH: 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
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Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this corporation under the provisions or
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 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.
NINTH: The corporation reserves the right to amend, alter, change
or repeal any provision contained in this certificate of incorporation in the
manner now or hereafter prescribed by law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to this reserved
power.
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IN WITNESS WHEREOF, I have hereunto set my hand and seals, the 3rd
day of January, 1973.
/s/ LEIF A. TONNESSEN (L.S.)
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Leif A. Tonnessen