Exhibit 3.16
CERTIFICATE OF INCORPORATION
OF
QFINANCE, INC.
FIRST: The name of the Corporation is QFinance, Inc. (the
"Corporation").
SECOND: The registered office of the Corporation in the State
of Delaware is located at 300 Delaware Ave., 9th Floor-DE 5403,
Wilmington, County of New Castle, Delaware 19801. The registered agent
of the Corporation at that address is Griffin Corporate Services, Inc.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under
the General Corporation Law of the State of Delaware; provided that the
Corporation's activities shall be confined to the management and
maintenance of its intangible investments and the collection and
distribution of the income from such investments or from tangible
property physically located outside Delaware, all as defined in, and in
such manner as to qualify for exemption from income taxation under,
Section 1902(b)(8) of Title 30 of the Delaware Code, or under the
corresponding provision of any subsequent law.
FOURTH: The Corporation shall have authority to issue 1,000
(one thousand) shares of common stock, having a par value of $.01 (one
cent) per share.
FIFTH: The Corporation shall indemnify its officers,
directors, employees and agents to the full extent permitted by section
145 of the Delaware General Corporation Law, as amended from time to
time, or any successor provision of Delaware law.
SIXTH: No director of the Corporation shall be personally
liable to the Corporation or its stockholders except for (i) any breach
of the director's duty of loyalty to the corporation or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) unlawful
dividend
payments or stock purchases or redemptions under section 174 of the
Delaware General Corporation Law (or any successor provision of
Delaware law), or (iv) any transaction from which the director derived
an improper personal benefit; and the directors of the Corporation
shall be entitled, to the full extent permitted by Delaware law, as
amended from time to time, to the benefits of provisions limiting the
personal liability of directors.
SEVENTH: The business and affairs of the Corporation shall be
managed by or under the direction of the board of directors, the number
of members of which shall be set forth in the By-Laws of the
Corporation. The directors need not be elected by ballot unless
required by the By-Laws of the Corporation.
EIGHTH: Meetings of the stockholders will be held within the
State of Delaware. The books of the Corporation will be kept (subject
to the provisions contained in the General Corporation Law) in the
State of Delaware at such place or places as may be designated from
time to time by the board of directors or in the By-Laws of the
Corporation.
NINTH: In the furtherance and not in limitation of the
objects, purposes and powers prescribed herein and conferred by the
laws of the State of Delaware, the board of directors is expressly
authorized to make, amend and repeal the By-Laws.
TENTH: The Corporation reserves the right to amend or repeal
any provision contained in the Certificate of Incorporation in the
manner now or hereinafter prescribed by the laws of the State of
Delaware. All rights herein conferred are granted subject to this
reservation.
ELEVENTH: The Corporation shall have no power and may not be
authorized by its stockholders or directors (i) to perform or omit to
do any act that would cause the Corporation to lose its status as a
corporation exempt from the Delaware Corporation income tax under
Section 1902 (b) (8) of Title 30 of the Delaware Code, or under the
corresponding provision of any subsequent law, or (ii) to conduct any
activities outside of Delaware which could result in the Corporation
being subject to tax outside of Delaware.
TWELFTH: The name and mailing address of the Incorporator is
James J. Tullis, 300 Delaware Avenue, 9th Floor - DE 5403, Wilmington,
Delaware 19801.
THIRTEENTH: The powers of the incorporator shall terminate
upon election of directors.
I, THE UNDERSIGNED, being the incorporator hereinbefore named
for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate,
hereby declaring and certifying that this is my act and deed and the
facts herein stated are true, and accordingly have hereunto set my hand
this 22nd day of June, 1999.
/s/ James J. Tullis
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James J. Tullis
Incorporator