Exhibit 3.9
CERTIFICATE OF INCORPORATION
OF
NDCIP, INC.
ARTICLE 1
NAME
The name of the corporation is NDCIP, Inc. (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 par 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 shall 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 conferred 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 the tights 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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