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Exhibit 3.97
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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 "THRIFT DRUG SERVICES, INC." AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE THIRTEENTH DAY OF JUNE, A.D. 1991,
AT 2 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
2265758 8100H [SEAL] AUTHENTICATION: 3256320
040546830 DATE: 07-27-04
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:00 PM 06/13/1991
911645202 - 2265758
CERTIFICATE OF INCORPORATION
OF
THRIFT DRUG SERVICES, INC.
I, the undersigned, for the purpose of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
hereby certify as follows:
FIRST: The name of the corporation ("Corporation") shall be THRIFT DRUG
SERVICES, 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. 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 the establishment
of pharmaceutical repackaging plants, mail-order pharmacies, and retail outlets,
and 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 (l,000) shares of
Common Stock of one dollar ($l) par value.
FIFTH: The name and mailing address of the incorporator is
T. M Comerford, 14841 North Dallas Parkway, Dallas, Texas 75240-6760.
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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 By-laws of the Corporation,
subject to the power of the stockholders of the Corporation to alter or
repeal any By-law 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 By-laws.
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 By-laws 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 tine in force
may be added or
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inserted, in the manner now or hereafter prescribed by law; and all 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, I, the undersigned, being the incorporator hereinabove
named, do hereby execute this Certificate of Incorporation this 13th day of
June, 1991.
/s/ T.M. Comerford
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T.M. Comerford
Incorporator
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