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Exhibit 3.51
DELAWARE
PAGE 1
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 "PJC LEASE HOLDINGS, INC." AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE NINTH DAY OF NOVEMBER, A.D. 2001,
AT 2:30 O'CLOCK P.M.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "PHARMACY HOLDINGS CORP."
TO "PJC LEASE HOLDINGS, INC.", FILED THE TWENTY-SECOND DAY OF JANUARY, A.D.
2002, AT 4:30 O'CLOCK P.M.
CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-SEVENTH DAY OF
MAY, A.D. 2003, AT 4:35 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
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Harriet Smith Windsor, Secretary of State
[SEAL]
3455364 8100H AUTHENTICATION: 3256694
040547262 DATE: 07-27-04
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:30 PM 11/09/2001
010568221 - 3455364
CERTIFICATE OF INCORPORATION
OF
PHARMACY HOLDINGS CORP.
FIRST: The name of the Corporation is Pharmacy Holdings Corp.
(hereinafter the "Corporation").
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of its registered agent at that address is The Corporation
Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware
Code (the "GCL").
FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is 1,000 shares of Common Stock, each having a par
value of one penny ($.01).
FIFTH: The name and mailing address of the Sole Incorporator is as
follows:
NAME ADDRESS
Lynn Buckley P.O. Box 636
Wilmington, DE 19899
SIXTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:
(1) The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors.
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(2) The directors shall have concurrent power with the stockholders to
make, alter, amend, change, add to or repeal the By-Laws of the
Corporation.
(3) The number of directors of the corporation shall be as from time
to time fixed by, or in the manner provided in, the By-Laws of the
Corporation. Election of directors need not be by written ballot unless the
By-Laws so provide.
(4) No director shall be personally liable to the Corporation or any
of 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) pursuant to Section 174 of the GCL or (iv) for any
transaction from which the director derived an improper personal benefit.
Any repeal or modification of this Article SIXTH by the stockholders of the
Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or
modification with respect to acts or omissions occurring prior to such
repeal or modification.
(5) In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation, subject, nevertheless, to the
provisions of the GCL, this Certificate of Incorporation, and any By-Laws
adopted by the stockholders; provided, however, that no By-Laws hereafter
adopted by the stockholders shall invalidate any prior act of the directors
which would have been valid if such By-Laws had not been adopted.
SEVENTH: Meetings of stockholders may be held within or without the
State of Delaware, as the By-Laws
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may provide. The books of the Corporation may be kept (subject to any provision
contained in the GCL) outside 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.
EIGHTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the GCL, 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
9th day of November, 2001.
/s/ Lynn Buckley
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Lynn Buckley
Sole Incorporator
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 01/22/2002
020043759 - 3455364
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
PHARMACY HOLDINGS CORP.
Pharmacy Holdings Corp., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"CORPORATION"), does hereby certify:
FIRST: That all of the Stockholders and all of the members of the Board of
Directors of the Corporation, by written consent, filed with the minutes of the
Corporation, have passed resolutions proposing and declaring advisable the
following amendment to the Certificate of Incorporation of the Corporation:
RESOLVED: That Article FIRST of the Certificate of Incorporation of the
Corporation be amended so that, as amended, said paragraph FIRST
shall be and read in its entirety as follows:
"FIRST: The name of this Corporation is PJC Lease Holdings, Inc."
SECOND: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 103 and 242 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, Pharmacy Holdings Corp. has caused this Certificate of
Amendment to be signed by Michel Coutu, its Secretary, this 22nd day of January,
2002.
PHARMACY HOLDINGS CORP.
By: /s/ Michel Coutu
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Michel Coutu
Secretary