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EXHIBIT 3.9
[SEAL]
CERTIFICATE OF INCORPORATION
OF
RAC-I, INC.
FIRST: The name of the corporation (hereinafter sometimes referred to
as the "Corporation") is:
RAC-I, INC.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, New Castle County, Wilmington, Delaware
19801. The name of its registered agent at such address is The Corporation Trust
Company.
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.
FOURTH: The aggregate number of all classes of shares which the
Corporation shall have the authority to issue is one thousand (1,000) shares of
common stock, par value of $0.01 per share (the "Common Stock").
FIFTH: The rights, preferences, privileges and restrictions granted or
imposed upon the Common Stock are as follows:
1. DIVIDENDS. The holders of the Common Stock shall be entitled
to the payment of dividends when and as declared by the board of directors
of the Corporation (the "Board") out of funds legally available therefore
and to receive other distributions from the Corporation, including
distributions of contributed capital, when and as declared by the Board.
Any dividends declared by the Board to the holders of the then outstanding
Common Stock shall be paid to the holders thereof pro rata in accordance
with the number of shares of Common Stock held by each such holder as of
the record date of such dividend.
2. LIQUIDATION, DISSOLUTION OR WINDING UP. Subject to the rights
of any holders of any class of preferred stock which may from time-to-time
come into existence and which are then outstanding, in the event of any
liquidation, dissolution or
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winding up of the Corporation, whether voluntary or involuntary, the
funds and assets of the Corporation that may be legally distributed to
the Corporation's stockholders shall be distributed among the holders of
the then outstanding Common Stock pro rata, in accordance with the
number of shares of Common Stock held by each such holder.
3. VOTING. Each holder of Common Stock shall have full voting
rights and powers equal to the voting rights and powers of each other
holder of Common Stock and shall be entitled to one (1) vote for each
share of Common Stock held by such holder. Each holder of Common Stock
shall be entitled to notice of any stockholders' meeting in accordance
with the Bylaws of the Corporation (as in effect at the time in question)
and applicable law, on all matters put to a vote of the stockholders of
the Corporation.
SIXTH: The name and address of the Incorporator is as follows:
Patricia J. Turner - Pearl Professional Corporation
735 Post Road East
Westport, Connecticut 06880
SEVENTH: In furtherance and not in limitation of the power
conferred by statute, the Board of Directors is expressly authorized to make,
alter or repeal the Bylaws of the Corporation subject to any limitations
contained therein.
EIGHTH: No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for the breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involved intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transactions from
which the director derived an improper personal benefit. Neither amendment
nor repeal of this paragraph nor the adoption of any provision of the
Certificate of Incorporation inconsistent with this paragraph shall eliminate
or reduce the effect of this paragraph in respect of any matter occurring, or
any cause of action, suit or claim that, but for this paragraph, would accrue
or arise, prior to such amendment, repeal or adoption of an inconsistent
provision.
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NINTH: Election of directors need not be by written ballot unless
the Bylaws of the Corporation shall so provide.
TENTH: The Corporation reserves the right to amend, alter, change
or repeal any provisions contained in this Certificate of Incorporation, in
the manner now or hereafter prescribed by the General Corporation Law of the
State of Delaware. All rights conferred upon stockholders herein are granted
subject to this reservation.
ELEVENTH: To the fullest extent permitted by applicable law, the
Corporation is authorized to provide indemnification of (and advancement of
expenses to) any person who was or is a party or is threatened to be made a
party to, or testifies in, any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative in
nature, by reason of the fact that such person is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, employee benefit plan, trust or
other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding to the full extent
permitted by law, and the Corporation may adopt By-laws or enter into
agreements with any such person for the purpose of providing for such
indemnification. The indemnification permitted by this Section shall not be
deemed exclusive of any other rights to which any person may be entitled
under any agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as
to action in another capacity while holding an office, and shall continue as
to a person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and administrators of
such person.
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I, THE UNDERSIGNED, being the sole 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, herein 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 8th day of November, 2002.
/s/ Patricia J. Turner
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Patricia J. Turner
Sole Incorporator
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