Exhibit 3.7
CERTIFICATE OF INCORPORATION
OF
HISIP CORP.
ARTICLE 1
NAME
The name of the corporation is HISIP Corp. (the "Corporation").
ARTICLE 2
REGISTERED OFFICE AND AGENT
The registered office of the Corporation in the State of Delaware shall
be located at 300 Delaware Avenue, 9th Floor, City of Wilmington, County of New
Castle, State of Delaware 19801. The registered agent of the Corporation at such
address shall be Griffin Corporate Services, Inc.
ARTICLE 3
PURPOSE
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 (the "Delaware General Corporation Law"). The
Corporation shall have all powers that may now or hereafter be lawful for a
corporation to exercise under the Delaware General Corporation Law.
ARTICLE 4
CAPITAL STOCK
4.1 Authorized Shares
The total number of shares of all classes of stock that the Corporation
shall have the authority to issue is three thousand (3,000), all of which shall
be Common Stock, par value $0.01 per share ("Common Stock").
4.2 Common Stock
4.2.1 Relative Rights
Each share of Common Stock shall have the same relative rights as
and be identical in all respects to all other shares of Common Stock.
4.2.2 Dividends
Dividends may be paid on Common Stock out of any assets legally
available for the payment of dividends thereon, but only when and as declared by
the Board of Directors of the Corporation or any committee designated by the
Board of Directors of the Corporation.
4.2.3 Dissolution, Liquidation or Winding Up
In the event of any dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of Common Stock shall
be entitled to participate in the distribution of any assets of the Corporation
remaining after the Corporation shall have paid, or provided for payment of, all
debts and liabilities of the Corporation.
4.2.4 Voting Rights
The holders of Common Stock sha11 be entitled to vote on each matter
on which the stockholders of the Corporation shall be entitled to vote
(including, without limitation, the election of one or more directors), and each
such holder shall be entitled to one vote for each share of Common Stock held by
such holder.
ARTICLE 5
INCORPORATOR
The name and mailing address of the incorporator (the
"Incorporator") is Kimberlee A. Poteet, 300 Delaware Avenue, 9th Floor,
Wilmington, Delaware 19801. The powers of the Incorporator shall terminate upon
the election of the initial directors of the Corporation.
ARTICLE 6
BOARD OF DIRECTORS
6.1 Number; Election
The number of directors of the Corporation shall be such number as from
time to time shall be fixed by, or in the manner provided in, the bylaws of the
Corporation. Unless and except to the extent that the bylaws of the Corporation
shall otherwise require, the election of directors of the Corporation need not
be by written ballot. Except as otherwise provided in this Certificate of
Incorporation, each director of the Corporation shall be entitled to one vote
per director on all matters voted or acted upon by the Board of Directors.
6.2 Management of Business and Affairs of the Corporation
The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors.
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6.3 Limitation of Liability
No director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that this provision shall not eliminate or limit the liability of a
director (a) for any breach of the director's duty of loyalty to the Corporation
or its stockholders; (b) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (c) under Section
174 of the Delaware General Corporation Law; or (d) for any transaction from
which the director derived an improper personal benefit. If the Delaware General
Corporation Law hereafter is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended Delaware
General Corporation Law. Any repeal or modification of this Article 6.3 shall be
prospective only and shall not adversely affect any right or protection of, or
any limitation on the liability of, a director of the Corporation existing at,
or arising out of the facts or incidents occurring prior to, the effective date
of such repeal or modification. For purposes of this Article 6.3, "fiduciary
duty as a director" also shall include any fiduciary duty arising out of serving
at the Corporation's request as a director of another corporation, partnership,
limited liability company, joint venture or other enterprise, and "liable to the
Corporation or its stockholders" also shall include any liability to such other
corporation, partnership, limited liability company, joint venture, trust or
other enterprise, and any liability to the Corporation in its capacity as a
security holder, joint venturer, partner, member, beneficiary, creditor or
investor of or in any such other corporation, partnership, limited liability
company, joint venture, trust or other enterprise.
ARTICLE 7
AMENDMENT OF BYLAWS
Except as otherwise provided in this Certificate of Incorporation, in
furtherance and not in limitation of the powers conferred by the Delaware
General Corporation Law, the Board of Directors of the Corporation is expressly
authorized and empowered to make, adopt, alter, amend and rescind the bylaws of
the Corporation.
ARTICLE 8
RESERVATION OF RIGHT TO AMEND CERTIFICATE OF INCORPORATION
The Corporation reserves the right at any time, and from time to time,
to amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, 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 rights, preferences, and privileges of any
nature referred upon stockholders, directors, or any other persons by and
pursuant to this Certificate of Incorporation in its present form or as
hereafter amended are granted subject to rights reserved in this Article 8.
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ARTICLE 9
SEVERABILITY
In the event that any provision of this Certificate of Incorporation
(including any provision within a single Article, paragraph or sentence) is held
by a court of competent jurisdiction to be invalid, void or otherwise
unenforceable, the remaining provisions are severable and shall remain
enforceable to the full extent permitted by law.
IN WITNESS WHEREOF, the undersigned, being the Incorporator hereinabove
named, for the purpose of forming a corporation pursuant to the Delaware General
Corporation Law, hereby certifies that the facts hereinabove stated are truly
set forth, and accordingly executes this Certificate of Incorporation this 3rd
day of June, 2002.
/s/ Kimberlee A. Poteet
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Kimberlee A. Poteet
Incorporator
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