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Exhibit 3.43
PAGE 1
DELAWARE
-----------------------
THE FIRST STATE
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "FCR REDEMPTION, INC." AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE TWENTY-FIRST DAY OF MARCH, A.D.
1994, AT 9 O'CLOCK A.M.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "FCR MORRIS, INC." TO "FCR
REDEMPTION, INC.", FILED THE TWELFTH DAY OF JANUARY, A.D. 1995, AT 9 O'CLOCK
A.M.
CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE NINTH DAY OF MAY, A.D.
2001, AT 4:30 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
/s/ Harriet Smith Windsor
[SEAL] -----------------------------------------
Harriet Smith Windsor, Secretary of State
2387743 B100H AUTHENTICATION: 1782871
020316576 DATE: 05-17-02
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/21/1994
944045335 - 2387743
CERTIFICATE OF INCORPORATION
OF
FCR MORRIS, INC.
(A DELAWARE STOCK CORPORATION)
FIRST: The name of the corporation shall be FCR Morris, Inc. (the
"Corporation").
SECOND: The address of the Corporation's a registered office in the State
of Delaware is 1013 Centre Road, in the City of Wilmington,
County of New Castle. The name of the Corporation's registered
agent at such address is Corporation Service Company.
THIRD: The nature of the business or purposes to be conducted and
promoted by the Corporation shall be to engage in any lawful act
or activity for which corporations may be organized under the
General Corporation Law of Delaware.
The foregoing provisions of this Article THIRD shall be construed
both as purposes and powers and each as an independent purpose
and power, and shall not be held to limit or restrict in any
manner the purposes and powers of the Corporation; provided, that
the Corporation shall not conduct any business, promote any
purposes, or exercise any power or privilege within or without
the State of Delaware which, under the laws thereof, the
Corporation may not lawfully conduct, promote, or exercise.
FOURTH: The authorized capital stock of the Corporation shall be as
follows: one Thousand (1,000) shares designated as common stock
and having a par value of One cent ($.01) per share (the "Common
Stock").
The holders of the Common Stock shall have the following rights
and privileges:
a. VOTING RIGHTS. Each holder of record of Common Stock
shall be entitled to one (1) vote for each share of stock held.
b. VOTING REQUIREMENTS. Stockholder action on any matter
whatsoever shall require the affirmative vote of at least a
majority of the shares of the Common Stock of the Corporation
issued and outstanding at the time of such vote, and for those
matters for which the vote of a greater proportion of such shares
may be specified by statute, the affirmative vote of the
proportion of such shares so specified shall be required.
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FIFTH: In addition to the foregoing Article FOURTH, the Board of
Directors may issue one (1) or more classes of Preferred Stock,
any or all of which classes may be of stock with or without
par value and which classes may have such voting powers, full or
limited, or no voting powers, and such designations, preferences
and relative, participating, optional or other special rights and
qualifications, limitations or restrictions as shall be adopted
by resolution of the Board of Directors.
SIXTH: The number of authorized shares of any separate class or classes
of Preferred Stock of the Corporation may be increased or
decreased by the affirmative vote of the holders of a majority of
all classes of stock of the Corporation entitled to vote, voting
as a group, and not as individual classes.
SEVENTH: The name and mailing address of the incorporator is as follows:
NAME MAILING ADDRESS
Jay D. Crutcher, Esq. Updike, Kelly & Spellacy, P.C.
One State Street
Suite 2400
Hartford, CT 06123-1277
EIGHTH: The Corporation is to have perpetual existence.
NINTH: For the management of the business and for the conduct of the
affairs of the Corporation, it is further provided that the
management of the business and the conduct of the affairs of the
Corporation shall be vested in its Board of Directors. The number
of directors which shall constitute the whole Board of Directors
shall be fixed by, or in the manner provided in, the Bylaws. No
election of directors need be by written ballot. The following
person is to serve as Director until the first annual meeting of
shareholders or until his successor(s) is/are elected and
qualify.
NAME MAILING ADDRESS
Paul A. Garrett 418 Meadow Street
Fairfield, Connecticut 06430-5321
TENTH: To the fullest extent permitted by the General Corporation Law of
Delaware as the name exists or may hereafter be amended, a
director of the corporation shall not be liable to the
Corporation or its shareholders for monetary damages for breach
of fiduciary duty as a director.
ELEVENTH The Directors of the Corporation have the power to adopt, amend,
or repeal the Bylaws.
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IN WITNESS WHEREOF, the undersigned being the incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of Delaware, does make this Certificate, hereby declaring and
certifying that this is my act and deed, that the facts herein stated are true
and accordingly have hereunto set my hand this 21st day of March, 1994.
/s/ Jay D. Crutcher
--------------------------------
Jay D. Crutcher, Esq.
Incorporator
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 01/12/1995
950008341 - 2387743
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
FCR MORRIS INC.
FCR MORRIS INC., a corporation organized and existing under and by virtue of the
general corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST. That the Board of Directors of said corporation, at a meeting
duly convened and held, adopted the following resolution:
RESOLVED that the Board of Directors hereby declares it advisable and
in the best interest of the Company that Article FIRST of the Certificate of
Incorporation be amended to read as follows:
FIRST. The name of this corporation shall be:
FCR REDEMPTION, INC.
SECOND. That the said amendment has been consented to and authorized
by the holders of a majority of the issued and outstanding stock entitled to
vote by written consent given in accordance with the provisions of Section 228
of the General Corporation Law of the State of Delaware.
THIRD. That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of the general
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by a duly authorized officer, this 19th day of December A.D. 1994.
/s/ Paul Garrett
--------------------------------
PAUL GARRETT
President
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CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
OF
FCR REDEMPTION, INC.
*****
FCR Redemption, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
The present registered agent of the corporation is Corporation Service Company
and the present registered office of the corporation is in the county of New
Castle.
The Board of Directors of FCR Redemption, Inc. adopted the following
resolution on the 2nd day of April, 2001.
Resolved, that the registered office of FCR Redemption, Inc. in the state of
Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present registered agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted
and appointed the registered agent of this corporation at the address of its
registered office.
IN WITNESS WHEREOF, FCR Redemption, Inc. has caused this statement to be
signed by Jerry S. Cifor, its Treasurer, this 8 day of May, 2001.
/s/ Jerry S. Cifor
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Jerry S. Cifor, Treasurer
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 05/09/2001
010224701 - 2387743