Exhibit 3.23
CERTIFICATE OF CONVERSION
OF
AVIS RENT A CAR SYSTEM, INC.
TO
AVIS RENT A CAR SYSTEM, LLC
Pursuant to Section 266 of the General
Corporation Law of the State of Delaware
and Sections 18.204 and 18-214 of the Delaware Limited Liability Company Act
Avis Rent a Car System, Inc., a Delaware corporation (the
"Corporation"), does hereby certify to the following facts relating to the
conversion of the Corporation into a Delaware limited liability company (the
"Conversion") under the name Avis Rent a Car System, LLC:
FIRST: The name of the Corporation immediately prior to the filing of
this Certificate of Conversion is Avis Rent A Car System, Inc.
SECOND: The original Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on the 18th day of
September, 1956. The Corporation's jurisdiction of incorporation immediately
prior to the filing of this Certificate of Conversion is the State of Delaware.
THIRD: The name of the limited liability company into which the
Corporation shall be converted, as set forth in its Certificate of Formation,
is Avis Rent A Car System, LLC.
FOURTH: This Certificate of Conversion to a Delaware limited liability
company shall be effective on the 19th day of January, 2006.
FIFTH: The Conversion has been approved in accordance with Section 266
of the General Corporation Law of the State of Delaware and Sections 18-204 and
18-214 of the Delaware Limited Liability Company Act.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Conversion to be executed on this 19th day of January, 2006.
AVIS RENT A CAR SYSTEM, INC.
By: /s/ Richard S. Meisner
-----------------------------
Name: Richard S. Meisner
Title: Vice President and Secretary
CERTIFICATE OF FORMATION
OF
AVIS RENT A CAR SYSTEM, LLC
1. The name of the limited liability company is Avis Rent A Car System, LLC.
2. The address of its registered office in the State of Delaware is 2711
Centerville Road, Suite 400, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is: Corporation Service
Company.
3. This Certificate of Formation shall be effective on the 19th day of January
2006.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation
of Avis Rent A Car system, LLC on this 19th day of January 2006.
Avis Rent A Car System, LLC
By: /s/ Lynn A. Feldman
-----------------------------
Name: Lynn A. Feldman
Title: Authorized Person
CORRECTED
RESTATED CERTIFICATE OF INCORPORATION
Of
AVIS RENT A CAR SYSTEM, INC.
Pursuant to Section 103(f) of the General
Corporation Law of the State of Delaware
Avis Rent A Car System, Inc., a Delaware corporation incorporated on
September 18, 1956 under the name Avis Rent-A-Car System, Inc. (the
"Corporation"), filed a Restated Certificate of Incorporation, adopted pursuant
to Sections 228, 242 and 245 of the General Corporation Law of the State of
Delaware, on October 17, 1996 which contained a typographical error in the
total number of shares of authorized stock in Article FOURTH. The Restated
Articles are set forth in their corrected form below;
FIRST: The name of the Corporation is Avis Rent A Car System, Inc.
(hereinafter the "Corporation").
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of its registered agent at that address is The Corporation
Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware as set forth in Title B of the Delaware Code (the
"GCL").
FOURTH: The total number of shares of shares of stock which the
Corporation shall have authority to issue is 10,000 shares of Common Stock,
each having a par value of one penny ($0.01).
FIFTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation, and of
its directors and stockholders:
1. The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors.
2. The directors shall have concurrent power with the stockholders to make,
alter, amend, change, add to or repeal the By-Laws of the Corporation.
3. The number of directors of the Corporation shall be as from time to time
fixed by, or in the manner provided in, the By-Laws of the corporation.
Election of directors need not be by written ballot unless the By-Laws so
provide.
4. No director shall be personally liable to the Corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of the GCL or (iv) for any transaction from which
the director derived an improper personal benefit. Any repeal or modification
of this Article FIFTH by the stockholders of the Corporation shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.
5. If the GCL is hereafter amended to authorize the further elimination or
limitation of the liability of a director, then the liability of a director of
the Corporation shall be eliminated or limited to the fullest extent permitted
by the GCL, as so amended.
6. The provisions of this Article FIFTH shall not be deemed to limit or
preclude indemnification of a director by the Corporation for any liability of
a director that has not been eliminated or limited by the provisions of
subsections (4) and (5) of this Article FIFTH.
7. In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, subject, nevertheless, to the provisions of the GCL, this
Certificate of Incorporation, and any By-Laws adopted by the stockholders;
provided, however, that no By-Laws hereafter adopted by the stockholders shall
invalidate any prior act of the directors which would have been valid if such
By-Laws had not been adopted.
SIXTH: Meetings of stockholders may be held within or without the State
of Delaware, as the Bylaws may provide. The books of the Corporation may be
kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-laws of the Corporation.
SEVENTH: The Corporation reserves the right to amend, alter, change or
repeal any prevision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, the Corporation has caused this Corrected Restated
Certificate of Incorporation to be duly executed in its name this 25th day of
November, 1996.
AVIS RENT A CAR SYSTEM, INC.
By: /s/ Karen C. Sclafani
-----------------------------
Name: Karen C. Sclafani
Title: Assistant Secretary