Exhibit 3.29
CERTIFICATE OF INCORPORATION
OF
WIZARD CO., INC.
ARTICLE I
NAME
Section 1.01. The name of the corporation is Wizard Co., Inc. (hereinafter
referred to as the "Corporation").
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
Section 2.01. The address of the Corporation's registered office in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of the Corporation's registered agent at such address is
The Corporation Trust Company.
ARTICLE III
PURPOSE
Section 3.01. The nature or purpose of the business to be conducted or
promoted is:
(a) to own, monitor and license the use of trademarks and servicemarks, and
to own, operate and license the use of computer software, and to do any other
act or acts, thing or things, necessary or incidental to or growing out of or
connected with the aforesaid: and
(b) to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law the State of Delaware including but
not limited to those set in Section 3.01(a) of this Article III.
ARTICLE IV
STOCK
Section 4.01. The Corporation shall he authorized to issue only one
(1) class of stock, to wit: Common Stock. The total number of shares of Common
Stock which the Corporation shall have authority to issue is One Thousand
(1,000), all of which are without par value.
ARTICLE V
BOOKS AND RECORDS
Section 5.01. The books and records of the Corporation shall be kept at the
principal place of business of the Corporation, whether or not in the State of
Delaware, or at such other place or places, whether or not in the State of
Delaware, as may be designated from time to time by the Board of Directors.
ARTICLE VI
INCORPORATOR
Section 6.01. Name and Address. The name and mailing address of the
incorporator is as follows:
NAME MAILING ADDRESS
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Joanna S. Capps 2300 M Street, N.W.
Washington, DC 20.0-37
ARTICLE VII
AUTHORITY OF BOARD OF DIRECTORS
Section 7.01. In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to:
(a) make, adopt, alter, amend or repeal the By-laws of the Corporation, and
(b) adopt from time to time By-law provisions with respect to
indemnification of directors, officers, employees, agents and other persons
as it shall deem expedient and in the best interests of the Corporation and
to the extent permitted by law.
ARTICLE VIII
ELECTIONS OF DIRECTORS
Section 8.01. Election of directors need not be by written ballot unless the
By-laws of the Corporation shall so provide.
ARTICLE IX
COMPROMISE AND ARRANGEMENT
Section 9.01. Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or 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 Title 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 of 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 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 consequence 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
stockholders, or class of stockholders, of this Corporation, as the case may
be, and also on this Corporation.
ARTICLE X
LIABILITY OF DIRECTORS
Section 10.01. No director of the Corporation shall have any personal
liability to the Corporation or its stockholders for monetary damages for
breach of his or her fiduciary duty as a director; provided however, that this
provision shall not eliminate or limit the liability of a director (i) for any
breach of his or her 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) under Section 174 of the
General Corporation Law of Delaware or (iv) for any transaction from which the
director derived an improper personal benefit.
I, THE UNDERSIGNED, being the incorporator herein before named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 14th day of July, 1986.
/s/ Joanna S. Capps
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Joanna S. Capps, Incorporator