Exhibit 3.06
ARTICLES OF INCORPORATION
OF
BENEFIT TRANSNATIONAL HOLDING CORP.
The undersigned, being of the age of eighteen years or more, does
hereby make, acknowledge and submit these Articles of Incorporation for the
purpose of forming a business corporation under and by virtue of the laws of the
State of North Carolina:
1. The name of the corporation is BENEFIT TRANSNATIONAL HOLDING
CORP.
2. The corporation shall have authority to issue One Hundred
Thousand (100,000) shares of common stock with a par value of One Dollar ($1.00)
per share.
3. The address of the initial registered office of the
corporation in the State of North Carolina is 4709 Creekstone Drive, Riverburch
Building, Suite 300, Morrisville, Wake County, North Carolina 27560, and the
name of its initial registered agent at such address is Dennis B. Gillings,
Ph.D.
4. The name and address of the incorporator is Gerald F. Roach,
2500 First Union Capitol Center, Raleigh, Wake County, North Carolina 27601.
5. The number of directors constituting the initial board of
directors shall be two (2), and the names and addresses of the persons who are
to serve as directors until the first meeting of shareholders, or until their
successors are elected and qualified, are:
NAME ADDRESS
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Dennis B. Gillings, Ph.D. 4709 Creekstone Drive
Riverburch Building, Suite 300
Morrisville, North Carolina 27560
Gregory D. Porter 4709 Creekstone Drive
Riverburch Building, Suite 300
Morrisville, North Carolina 27560
6. A director of the corporation shall not be personally liable
to the corporation or otherwise for monetary damages for breach of any duty as a
director, except for liability with respect to (i) acts or omissions that the
director at the time of such breach knew or believed were clearly in conflict
with the best interests of the corporation; (ii) any liability under
N.C.Gen.Stat. Section 55-8-33; or (iii) any transaction from which the director
derived an improper personal benefit. If the North Carolina Business Corporation
Act is amended to authorize corporate action for further eliminating or limiting
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 North Carolina Business Corporation Act, as so amended.
Any repeal or modification of the foregoing paragraph shall
not adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification.
7. The provisions of Article 9 and Article 9A of the North
Carolina Business Corporation Act, entitled "The North Carolina
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Shareholder Protection Act" and "The North Carolina Control Share Acquisition
Act," respectively, shall not be applicable to the corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of June,
1995.
/s/ Gerald F. Roach
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Gerald F. Roach, Incorporator
Smith, Anderson, Blount, Dorsett,
Mitchell & Jernigan, L.L.P.
2500 First Union Capitol Center
Raleigh, North Carolina 27601
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