Exhibit 3.20a
ARTICLES OF INCORPORATION
OF
ecom-division, Inc.
The undersigned, acting as incorporator of a stock corporation under
the provisions of Title 13.1 of the Code of Virginia Annotated, hereby adopts
the following Articles of Incorporation for such corporation:
1. NAME
The name of this Corporation is ecom-division, Inc. (the
"Corporation").
2. SHARES
The aggregate number of shares that the Corporation shall have
authority to issue is One Thousand (1,000) shares of Common Stock (all such
shares to constitute one class only), having a par value of $.01 per share.
3. REGISTERED OFFICE AND AGENT
The post-office address of the initial registered office of the
Corporation is 5511 Staples Mill Road, Richmond, Virginia 23228. The name of the
county and city in which the initial registered office is located is the County
of Henrico, City of Richmond. The name of the initial registered agent of the
Corporation is Edward R. Parker, Esq., who is a resident of Virginia and a
member of the Virginia State Bar, and whose business office is the same as the
registered office of the Corporation.
4. BOARD OF DIRECTORS
4.1. Initial Directors
The number of directors constituting the initial Board of Directors is
three and the names and addresses of the persons who are to serve as initial
directors are the following:
NAME MAILING ADDRESS
William G. Kamarek c/o Electronic Systems, Inc.
361 Southport Circle
Virginia Beach, VA 23452
Thomas S. Johnson c/o Global Imaging Systems, Inc.
P.O. Box 273478
Tampa, Florida 33688
Raymond Schilling c/o Global Imaging Systems, Inc.
P.O. Box 273478
Tampa, Florida 33688
4.2. Terms of Directors
The initial directors shall serve until the first meeting of
shareholders at which directors are elected and until their successors are
elected and qualified. Thereafter, the number of directors shall be such number
as from time to time shall be fixed by, or in the manner provided in, the Bylaws
of the Corporation; provided, that no decrease in the number of directors shall
have the effect of shortening the term of any incumbent director. The terms,
classifications, qualifications and election of the Board of Directors and the
filling of vacancies thereon shall be as provided herein and in the Bylaws.
5. PREEMPTIVE RIGHTS
No shareholder of the Corporation shall have any preemptive
rights to purchase, subscribe for or otherwise acquire any stock or other
securities of the Corporation, whether now or hereafter authorized, and any and
all preemptive rights hereby are denied.
6. LIMITATION ON LIABILITY
To the fullest extent permitted by the laws of the Commonwealth of
Virginia, as presently in effect or as the same hereafter may be amended and
supplemented, in any proceeding brought by or in the right of the Corporation or
brought by or on behalf of shareholders of the Corporation, the damages assessed
against an officer or director arising out of a single transaction, occurrence
or course of conduct shall not exceed the sum of one dollar ($1.00). The
liability of an officer or director shall not be limited as provided in this
Section 7 if the officer or director engaged in willful misconduct or a knowing
violation of the criminal law or of any federal or state securities law,
including, without limitation, any claim of unlawful insider trading or
manipulation of the market for any security.
7. INDEMNIFICATION
The Corporation shall to the fullest extent permitted by the laws of
the Commonwealth of Virginia, as presently in effect or as the same hereafter
may
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be amended and supplemented, indemnify an individual who is or was a director or
officer of the Corporation and who was, is, or is threatened to be made a named
defendant or respondent in any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal (collectively, a "proceeding"), against any obligation to pay
a judgment, settlement, penalty, fine (including any excise tax assessed with
respect to any employee benefit plan) or other liability and reasonable expenses
(including counsel fees) incurred with respect to such a proceeding, except such
liabilities and expenses as are incurred because of such director's or officer's
willful misconduct or knowing violation of the criminal law. The Corporation is
authorized to contract in advance to indemnify and to make advances and
reimbursements for expenses to any of its directors or officers to the same
extent provided in this Section 7.
Unless a determination has been made that indemnification is not
permissible, the Corporation shall make advances and reimbursements for expenses
reasonably incurred by a director or officer in a proceeding as described above
upon receipt of an undertaking from such director or officer to repay the same
if it is ultimately determined that such director or officer is not entitled to
indemnification. Such undertaking shall be an unlimited, unsecured general
obligation of the director or officer and shall be accepted without reference to
such director's or officer's ability to make repayment.
The determination that indemnification under this Section 7 is
permissible, the authorization of such indemnification (if applicable), and the
evaluation as to the reasonableness of expenses in a specific case shall be made
as provided by law. Special legal counsel selected to make determinations under
this Section 7 may be counsel for the Corporation. The termination of a
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not of itself create a presumption that a
director or officer acted in such a manner as to make him or her ineligible for
indemnification.
For the purposes of this Section 7, every reference to a director or
officer shall include, without limitation, (i) every individual who is a
director or officer of the Corporation, (ii) an individual who, while a director
or officer, is or was serving at the Corporation's request as a director,
officer, partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, (iii) an individual who formerly was a director or officer of the
Corporation or who, while a director or officer, occupied at the request of the
Corporation any of the other positions referred to in clause (ii) of this
sentence, and (iv) the estate, personal representative, heirs, executors and
administrators of a director or officer of the Corporation or other person
referred to herein. Service as a director, officer, partner, trustee, employee
or agent of another foreign or domestic Corporation,
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partnership, joint venture, trust, employee benefit plan or other enterprise
controlled by the Corporation shall be deemed service at the request of the
Corporation. A director or officer shall be deemed to be serving an employee
benefit plan at the Corporation's request if such person's duties to the
Corporation also impose duties on, or otherwise involve services by, such person
to the plan or to participants in or beneficiaries of the plan.
Indemnification pursuant to this Section 7 shall not be exclusive of
any other right of indemnification to which any person may be entitled,
including indemnification pursuant to a valid contract, indemnification by legal
entities other than the Corporation and indemnification under policies of
insurance purchased and maintained by the Corporation or others. No person shall
be entitled to indemnification by the Corporation, however, to the extent such
person is actually indemnified by another entity, including an insurer. In
addition to any insurance that may be maintained on behalf of any director,
officer or other person, the Corporation is authorized to purchase and maintain
insurance against any liability it may have under this Section 7 to protect any
of the persons named above against any liability arising from their service to
the Corporation or to any other enterprise at the Corporation's request,
regardless of the Corporation's power to indemnify against such liability. The
provisions of this Section 7 shall not be deemed to preclude the Corporation
from entering into contracts otherwise permitted by law with any individuals or
entities other than those named in this Section 7.
The provisions of this Section 7 shall be applicable from and after
its adoption even though some or all of the underlying conduct or events
relating to a proceeding may have occurred before such adoption. No amendment,
modification or repeal of this Section 7 shall diminish the rights provided
hereunder to any person arising from conduct or events occurring before the
adoption of such amendment, modification or repeal. If any provision of this
Section 7 or its application to any person or circumstance is held invalid by a
court of competent jurisdiction, the invalidity shall not affect other
provisions or applications of this Section 7, and to this end the provisions of
this Section 7 are severable.
Dated: December 28, 1999
HOGAN & HARTSON, L.L.P.
Incorporator
By: /s/ Christopher J. Hagan
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Christopher J. Hagan
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