Exhibit 3.15
CERTIFICATE OF INCORPORATION
Q.E.D, INTERNATIONAL, INC.
Under Section 402 of the Business Corporation Law
The undersigned, being a natural person of at least 18 years
of age and acting as the incorporator of the corporation hereby being formed
under the Business Corporation Law, certifies that:
FIRST: The name of the corporation is Q.E.D. INTERNATIONAL,
INC.
SECOND: The corporation is formed for the following purpose or
purposes:
To engage in any lawful act or activity for which corporations
may be organized under the Business Corporation Law, provided that the
corporation is not formed to engage in any act or activity requiring
the consent or approval of any state official, department, board,
agency, or other body without such consent or approval first being
obtained.
THIRD: The office of the corporation is to be located in the
County of Westchester, State of New York.
FOURTH: The aggregate number of shares which the corporation
shall have authority to issue is two hundred, all of which are without par
value, and all of which are of the same class.
FIFTH: The Secretary of State is designated as the agent of
the corporation upon whom process against the corporation may be served. The
post office address within the State of New York to which the Secretary of State
shall mail a copy of any process against the corporation served upon him is: c/o
Richard Johnson, 232 Albany Avenue, Thornwood, New York 10594.
SIXTH: The duration of the corporation is to be perpetual.
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SEVENTH: The corporation shall, to the fullest extent
permitted by Article 7 of the Business Corporation Law, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said Article from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said Article, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which any person may be entitled under any By-Law, resolution of
shareholders, resolution of directors, agreement, or otherwise, as permitted by
said Article, as to action in any capacity in which he served at the request of
the corporation.
EIGHTH: The personal liability of the directors of the
corporation is eliminated to the fullest extent permitted by the provisions of
paragraph (b) of Section 402 of the Business Corporation Law, as the same may be
amended and supplemented.
Signed on May 25, 1995.
/s/ Athena Amaxas
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Athena Amaxas, Incorporator
375 Hudson Street, 11th Floor
New York, New York 10014
STATE OF NEW YORK
) SS:
COUNTY OF NEW YORK
On the date hereinafter set forth, before me came Athena
Amaxas, to me known to be the individual who is described in, and who signed the
foregoing certificate of incorporation, and she acknowledged to me that she
signed the same.
Signed on May 25, 1995.
/s/ Merryl Wiener
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Notary Public
Merryl Wiener
Notary Public, State of New York
No. 41-4754750
Qualified in Queens County
Certificate Filed in New York County
Commission Expires July 31, 2004
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CERTIFICATE OF AMENDMENT
OF
Q.E.D. INTERNATIONAL, INC.
(under Section 805 of the Business Corporation Law)
Richard Johnson, the President, and Robert Blink, the Secretary of Q.E.D.
International, Inc. hereby certify:
1. The name of the corporation is Q.E.D. INTERNATIONAL, INC.
2. The Certificate of Incorporation was filed by the Department of State
on May 31, 1995 under the name Q.E.D. International., Inc.
3 The purpose of this Amendment is to increase the number of shares from
200 no par value common shares, of which 100 are issued and
outstanding, to 6,000,000 common shares, with a par value of $0.01.
3,000,000 of which will be designated as Class A voting shares and
3,000,000 of which will be designated as Class B non-voting shares. The
one hundred unissued original shares shall be cancelled and each
originally issued share shall be exchanged for 30,000 Class A voting
shares and 10,000 Class B non-voting shares. In addition to these
exchanged shares, the corporation shall be adding 2,000,000 class B
non-voting par value $.01 shares for a total of 6,000,000 shares,
3,000,000 Class A and 3,000,000 Class B.
4 The certificate of incorporation is amended to delete paragraph FOURTH,
and to insert the following in lieu thereof:
"FOURTH: the total number of shares authorized to be issued by
the Corporation is 6,000,000 (six million) shares with a par value of
$0.01, of which 3,000,000 (three million) will be designated as Class A
voting shares and 3,000,000 (three million) will be designated as Class
B non-voting shares".
5. This Amendment of the Certificate of Incorporation was authorized by
unanimous written consent of all of the board of directors, followed by
unanimous vote of the holders of all outstanding shares entitled to
vote thereon.
IN WITNESS WHEREOF, this Certificate of Amendment has been subscribed by the
undersigned, this 25th day of July, 1998, who affirms that the statements made
herein are true under the penalties of perjury.
/s/ Richard Johnson, M.D. /s/ Robert Blink
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Richard Johnson, M.D. Robert Blink
President Vice President and Secretary
CERTIFICATE OF AMENDMENT
OF
Q.E.D. INTERNATIONAL, INC.
(UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW)
Richard Johnson, the President, and Tom Perkins, Asst. Secretary of Q.E.D.
International, Inc., hereby certify:
1. The name of the corporation is Q.E.D. INTERNATIONAL, INC.
2. The Certificate of Incorporation was filed by the Department of State
on May 31, 1995 under the name Q.E.D. International, Inc., and was
amended on July 28, 1998.
3. The Certificate of Incorporation is amended to change the name of the
Corporation.
4. Paragraph 1 of the Certificate of Incorporation, which refers to the
corporation name is amended to read as follows:
"FIRST The name of the Corporation shall be `Q.E.D. Communications,
Inc.'"
5. This Amendment of the Certificate of Incorporation was authorized by
unanimous written consent of all of the board of directors and the
shareholders.
IN WITNESS WHEREOF, we have executed this certificate as of the 30 day of
December, 1998
/s/ Richard Johnson, M.D. /s/ Tom Perkins
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Richard Johnson, M.D. Tom Perkins,
President Asst. Secretary
State of New York )
)ss:
County of Westchester)
Richard Johnson being duly sworn that he is the President of Q.E.D.
International, Inc. and that he has executed the foregoing Certificate, that he
has read the same and knows of its contents, and that the statements contained
therein are true.
/s/ Richard Johnson
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Richard Johnson
sworn to before me this
30 day of December, 1998.
/s/ Patricia M. Buckley
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notary public
State of North Carolina)
)ss:
County of Durham )
Tom Perkins, being duly sworn that he is the Asst. Secretary of Q.E.D.
International, Inc. and that he has executed the foregoing Certificate, that he
has read the same and knows of its contents, and that the statements contained
therein are true.
/s/ Tom Perkins
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Tom Perkins
sworn to before me this
19 day of December, 1998.
/s/ Sharon J. Baker
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notary public
Sharon J. Baker, Notary Public
Orange County, North Carolina
My Commission Expires 3/16/00
2
CERTIFICATE OF CHANGE
OF
Q.E.D. Communications, Inc.
UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW
1. The name of the corporation is Q.E.D. Communications,
Inc. It was incorporated under the name Q.E.D. International, Inc.
2. The Certificate of Incorporation of said corporation
was filed by the Department of State on the May 31,1995.
3. The following was authorized by the Board of
Directors:
To change the post office address to which the Secretary of
State shall mail a copy of process in any action or proceeding against
the corporation which may be served on him to c/o C T Corporation
System, 111 Eighth Avenue, New York, N.Y. 10011.
To designate C T CORPORATION SYSTEM, 111 Eighth Avenue, New York. N.Y. 10011 as
its registered agent in New York upon whom all process against the corporation
may be served.
/s/ John S. Russell
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John S. Russell
Vice President & Secretary