Exhibit 3.19
CERTIFICATE OF INCORPORATION
OF
AVIS INTERNATIONAL, LTD.
I, the undersigned, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, do hereby certify as follows:
FIRST: The name of the corporation is AVIS INTERNATIONAL, LTD. (hereinafter
called the "Corporation")
SECOND: The address of the Corporation's registered office in New Castle
County is 100 West Tenth Street, Wilmington, Delaware; and its registered agent
at such address is The Corporation Trust Company.
THIRD: The nature of the business and proposes to be conducted or promoted
by the Corporation are to engage in, carry on and conduct any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware; and in addition to, and without limiting the
generality of, the foregoing, the following:
(a) To deal in, sell, operate, let for hire, and lease automobiles, trucks,
trailers, and other vehicles, motorized and non-motorized, of every kind and
nature and description, and boats and other means of transportation, and to
apply for, or purchase, or otherwise acquire, and to grant licenses for the use
of, and to sell, assign, or otherwise deal in patents, patent rights,
privileges, licenses, trademarks, trade names, devices and processes of every
sort and description, necessary and incident to these purposes.
(b) To engage in, carry on, conduct participate in any general or specific
branch or phase of the activities, enterprises, or businesses authorized in
this Certificate in the State of Delaware or in any other state of the United
States and in all foreign countries, and in all territories, possessions, and
other places, and in connection with the same, or any thereof, to be and act
either as principal, agent, contractor or otherwise.
(c) To create, acquire, hold and deal in and with, and dispose of, in any
manner, any legal or equitable interest in real property, chattels real and
tangible and intangible personal property of all kinds (whether situated or
located in the State of Delaware or elsewhere); and, without limiting the
generality of the foregoing, to purchase, receive, take (by grant, gift devise,
bequest or otherwise), own, hold, employ, use, operate, manage, control, sell,
assign, transfer, convey, exchange, lease, mortgage, encumber, construct,
alter, modify, repair, improve and maintain (i) real property whether improved
or unimproved, and structures and improvements on real property, and also
leaseholds, (ii) tangible and intangible personal property of any and every
kind, and (iii) any other legal or equitable interests or rights in any of the
foregoing.
(d) To engage in, carry on, conduct and/or participate in any general or
specific branch or phase of the activities, enterprises, or businesses
authorized in this Certificate in the State of Delaware or in any other state
of the United States and in all foreign countries, and in all territories,
possessions, and other places, and in connection with the same, or any thereof,
to be and act either as principal, agent, contractor or otherwise.
(e) To do everything necessary, suitable, convenient or proper for the
accomplishment, attainment or furtherance of, to do every other act or thing
incidental or appurtenant to, growing out of or connected with, the purposes
set forth in this Certificate, whether alone or in association with others; to
possess all the rights, powers and privileges now or hereafter conferred by the
laws of the State of Delaware upon corporations organized under the General
Corporation Law of the State of Delaware (as the same may be amended from time
to time) or any statute which may be enacted to supplement or replace it, and
in general, to carry on any of the activities and to do any of the things
herein set for to the same extent and as fully as a natural person or a
partnership, associations, corporation or other entity, or any of them, might
or could do; provided, that nothing herein set forth shall be construed as
authorizing the Corporation to possess any purpose, object, or power, or to do
any act or thing, forbidden by law to a corporation organized under the General
Corporation Law of the State or Delaware.
The foregoing provisions of this Article shall be construed as purposes,
objects, powers, and each as an independent purpose, object and power, in
furtherance, and not in limitation, of the purposes, objects and powers granted
to the Corporation by the laws of the State of Delaware; and, except as
otherwise specifically provided in any such provision, no purpose, object or
power herein set forth shall be in any way limited or restricted by reference
to, or inference from, any other provision of the Certificate.
FOURTH: The total number of shares of stock which the corporation shall have
authority to issue is One Thousand (1,000) common shares of the par value of
One Dollar ($1.00) per share.
FIFTH: The name and mailing address of the incorporator is
NAME MAILING ADDRESS
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Barry R. Shapiro 900 Old Country Road
Garden City, New York 11530
SIXTH: Members of the Board of Directors may be elected either by written
ballot of by voice note. The Board of Directors may from time to time make,
alter or repeal the By-Laws of the Corporation; provided, that any By-laws
made, amended or repealed by the Board of Directors may be amended or repealed,
and any By-laws may be made, by the stockholders of the Corporation.
SEVENTH: Whenever a compromise of arrangement is proposed between this
Corporation and its creditors of any class of them and/or between this
Corporation and its stockholders of any class of them, any court of equitable
jurisdiction within the State of Delaware, may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Article 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for this Corporation under the provisions of Section 279 Title 8 of
the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the Stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths (3/4) in value of the creditors
or class of creditors, and/or of the stockholders or class of stockholders of
this Corporation, as the case may be, agree to any compromise or arrangement
and to any reorganization of this Corporation as consequences of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors and/or on
all the stockholder or class of stockholders, of this Corporation, as the case
may be, and also on this corporation.
IN WITNESS WHEREOF I have hereunto signed my name and affirm that the
statements made herein are true under the penalties of perjury, this 14th day
of December, 1976
/s/ Barry Shapiro
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Barry Shapiro