Exhibit 3.17
ARTICLES OF INCORPORATION
OF
HERMAN ENTERPRISES, INC. OF SOUTH FLORIDA
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ARTICLE I
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NAME
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The name of the corporation is: HERMAN ENTERPRISES, INC. OF SOUTH
FLORIDA 2133 N. Dixie Highway, Ft. Lauderdale, Florida 33305
ARTICLE II
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DURATION
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This corporation shall have perpetual existence.
ARTICLE III
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PURPOSE
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This corporation is organized for the purpose of transacting any or
all lawful business.
ARTICLE IV
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CAPITAL STOCK
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This corporation is authorized to issue Five Thousand shares of One
Dollar par value common stock, which shall be designated "Common Shares".
SECTION 2. VOTING RIGHTS
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Except as otherwise provided by law, the entire voting power for the
election of directors and for all other purposes shall be vested exclusively in
the holders of the outstanding Common Shares.
ARTICLE V
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PREEMPTIVE RIGHTS
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Every shareholder, upon the sale for cash of any new stock of this
corporation of the same kind, class or series as that which he already holds
shall have the right to purchase his pro-rata share thereof (as nearly as may be
done without issuance of fractional shares) at the price at which it is offered
to others.
ARTICLE VII
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INITIAL REGISTERED OFFICERS AND AGENT
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The street address of the initial registered offices of this
corporation is 3471 N. Federal Highway, Suite 601, Ft. Lauderdale, Florida 33306
and the name of the initial registered agent of this corporation at that address
is Joseph DeGance.
ARTICLE VII
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INITIAL BOARD OF DIRECTORS
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This corporation shall have 1 director initially. The number of
directors may be either increased or diminished from time to time by the By-Laws
but shall never be less than 1. The names and addresses of the initial directors
of this corporation are:
HAROLD R. HERMAN
2133 N. Dixie Highway
Ft. Lauderdale, Fla. 33305
ARTICLE VIII
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INCORPORATORS
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The names and addresses of the persons signing these articles are:
HAROLD R. HERMAN
2133 N. Dixie Highway
Ft. Lauderdale, Fla. 33305
ARTICLE IX
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POWERS
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This corporation shall have all of the corporate powers enumerated in
the Florida General Corporation Act.
ARTICLE X
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MEETING BY CONFERENCE TELEPHONE
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Members of the Board of Directors may participate in meetings
of the Board of Directors be means of conference telephone as provided by law.
ARTICLE XI
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ACTION BY DIRECTORS WITHOUT A MEETING
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The directors of this corporation may take action by written consent,
as provided by law.
ARTICLE XII
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INDEMNIFICATION
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This corporation shall indemnify any officer or director, or any
former officer or director, to the full extent permitted by law.
ARTICLE XIII
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AMENDMENT
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This corporation reserves the right to amend or repeal any provisions
container in these Articles of Incorporation, or any amendment hereto, and any
right conferred upon the shareholders subject to this reservation.
ARTICLE XIV
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BEGINNING OF CORPORATE EXISTENCE
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The date when corporate existence shall begin shall be upon filing of
these Articles of Incorporation.
IN WITNESS WHEREOF, the undersigned subscribers have executed these
Articles of Incorporation this 10 day of January, 1995.
By: /s/ Harold R. Herman
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SUBSCRIBER
STATE OF FLORIDA
COUNTY OF BROWARD
BEFORE ME, a Notary Public authorized to take acknowledgments in the
State and County set forth above, personally appeared HAROLD R. HERMAN known to
me and known by me to be the person who executed the foregoing Articles of
Incorporation, and he acknowledged before me that she executed those Articles of
Incorporation. He produced a Florida Driver's License as identification.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal, in the State and County aforesaid, this 10 day of January, 1995.
By: /s/ Joseph DeGance
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NOTARY PUBLIC
My Commission Expires:
DESIGNATION OF RESIDENT AGENT
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Pursuant to Chapter 48.091 Florida Statutes the following is submitted
in compliance with said act:
FIRST: That HERMAN ENTERPRISES, INC. OF SOUTH FLORIDA, desiring to
organize under the laws of the State of Florida with its principal office as
indicated in the Certificate of Incorporation at the City of Ft. Lauderdale,
County of Broward, State of Florida, has named: Joseph DeGance, as its agent to
accept service of process within this state.
ACKNOWLEDGMENT
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Having been named to accept service of process for the above named
corporation, at the place designated in this certificate, I hereby accept to act
in this capacity, and agree to comply with the provisions of said act relative
to keeping open said office.
By: /s/ Joseph DeGance
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JOSEPH DeGANCE