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Exhibit 3.17
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 "EDC LICENSING, INC." AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE ELEVENTH DAY OF FEBRUARY, A.D.
1999, AT 10 O'CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
[SEAL]
2993890 8100H
040546839
/s/ Harriet Smith Windsor
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Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 3256331
DATE: 07-27-04
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 02/11/1999
991054330 - 2993890
CERTIFICATE OF INCORPORATION
OF
EDC LICENSING, INC.
The undersigned, for the purposes of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, does
hereby certify as follows:
FIRST: The name of the corporation ("Corporation") shall be EDC Licensing,
Inc.
SECOND: The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, 19801.
The name of the Corporation's 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 total number of shares of all classes of stock which the
Corporation shall have authority to issue is one thousand (1,000) shares of
Common Stock of one dollar ($1) par value.
FIFTH: The name and mailing address of the incorporator is Charlotte M.
Thacker, J. C. Penney Company, Inc., MS/1103, P. O. Box 10001, Dallas, Texas
75301-0001.
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SIXTH: In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors is expressly authorized
and empowered:
(a) to make, alter, and repeal the Bylaws of the Corporation, subject to
the power of the stockholders of the Corporation to alter or repeal
any Bylaw made by the Board of Directors;
(b) subject to the laws of the State of Delaware from time to time to
sell, lease, or otherwise dispose of any part or parts of the
properties of the Corporation and to cease to conduct the business
connected therewith or again to resume the same, as it may deem best;
and
(c) in addition to the powers and authorities hereinbefore and by the laws
of the State of Delaware conferred upon the Board of Directors, to
exercise all such powers and to do all such acts and things as may be
exercised or done by the Corporation; subject, nevertheless, to the
provisions of said laws, of the Certificate of Incorporation as from
time to time amended of the Corporation, and of its Bylaws.
SEVENTH: Any director or any officer of the Corporation elected or
appointed by the stockholders of the Corporation or by its Board of Directors
may be removed at any time in such manner as shall be provided in the Bylaws of
the Corporation.
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EIGHTH: A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for 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 involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. If the Delaware General Corporation Law is hereafter amended
to permit further limitation on or elimination of the personal liability of the
Corporation's directors for breach of fiduciary duty, then a director of the
Corporation shall be exempt from such liability for any such breach to the full
extent permitted by the Delaware General Corporation Law as so amended from time
to time. Any repeal or modification of the foregoing provisions of this Article,
or the adoption of any provision inconsistent herewith, shall not adversely
affect any right or protection of a director of the Corporation hereunder in
respect of any act or omission of such director occurring prior to such repeal,
modification, or adoption of an inconsistent provision.
NINTH: The Corporation reserves the right at any time and from time to time
to amend, alter, change, or repeal any provision contained herein, and other
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted, in the manner now or hereafter prescribed by law; and
all
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rights, preferences, and privileges of whatsoever nature conferred upon
stockholders, directors, or any other persons whomsoever by and pursuant to this
Certificate of Incorporation in its present form or as hereafter amended are
granted subject to the right reserved in this Article.
IN WITNESS WHEREOF, the undersigned, being the incorporator hereinabove
named, does hereby execute this Certificate of Incorporation this l0th day of
February, 1999.
/s/ Charlotte M. Thacker
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Charlotte M. Thacker