Articles Of Incorporation

Articles of Incorporation of Nema Beverage Holding Corporation


EXHIBIT 3.17

ARTICLES OF INCORPORATION
OF
NEMA BEVERAGE HOLDING CORPORATION

        I, the undersigned natural person of the age of 18 years or more, acting as an incorporator of a corporation (hereinafter called the "Corporation") under the Texas Business Corporation Act, do hereby adopt the following articles of incorporation for the Corporation:

ARTICLE ONE

        The name of the Corporation is NEMA Beverage Holding Corporation.

ARTICLE TWO

        The period of duration of the Corporation is perpetual.

ARTICLE THREE

        The purpose for which the Corporation is organized is to engage in the transaction of any and all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

ARTICLE FOUR

        The Corporation shall have authority to issue 100 shares of common stock, $1.00 par value ("Common Stock"). Each share of Common Stock shall have identical rights and privileges in every respect.

ARTICLE FIVE

        No holder of any shares of Common Stock shall have any preemptive or preferential right to receive, purchase, or subscribe to (a) any unissued or treasury shares of any class of stock (whether now or hereafter authorized) of the Corporation, (b) any obligations, evidences of indebtedness, or other securities of the Corporation convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase, or subscribe to, any such unissued or treasury shares, (c) any right of subscription to or right to receive, or any warrant or option for the purchase of, any of the foregoing securities, or (d) any other securities that may be issued or sold by the Corporation.

ARTICLE SIX

        The Corporation will not commence business until it has received for the issuance of its shares consideration of the value of $1,000, consisting of money, labor done, or property actually received.

ARTICLE SEVEN

        No contract or other transaction between the Corporation and any other person (as used herein the term "person" means an individual, firm, trust, partnership, joint venture, association, corporation, or other entity) shall be affected or invalidated by the fact that any director of the Corporation is interested in, or is a member, director, or an officer of, such other person, and any director may be a party to or may be interested in any contract or transaction of the Corporation or in which the Corporation is interested; and no contract, act, or transaction of the Corporation with any person shall be affected or invalidated by the fact that any director of the Corporation is a part to, or interested in, such contract, act, or transaction, or in any way connected with such person. Each and every person who may become a director of the Corporation is hereby relieved from any liability that might otherwise exist from contracting with the Corporation for the benefit of himself or any person in which he may be in. any way interested; provided that the fact of such interest shall have been disclosed to or



shall be known by the other directors or the shareholders of the Corporation, as the case may be, acting upon or with reference to such act, contract, or transaction, even though the presence at a meeting or vote or votes of such interested director might have been necessary to obligate the Corporation upon such act, contract, or transaction.

ARTICLE EIGHT

        The Corporation shall indemnify any person who (i) is or was a director, officer, employee, or agent of the Corporation or (ii) while a director, officer, employee, or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, to the fullest extent that a corporation may or is required to grant indemnification to a director under the Texas Business Corporation Act. The Corporation may indemnify any person to such further extent as permitted by law.

ARTICLE NINE

        The address of the initial registered office of the Corporation is 350 N. St. Paul Street, Dallas, Texas 75201, and the name of its initial registered agent at such address is CT Corporation Systems.

ARTICLE TEN

        The number of directors constituting the initial board of directors of the Corporation is one and the name and address of the person who is to serve as such director until the first annual meeting of shareholders and until his successor or successors are elected and qualified are as follows:

Name   Address

John M. Theirl

 

300 Crescent Court, Suite 1400
Dallas, Texas 75201

ARTICLE ELEVEN

        The name and address of the incorporator are as follows:

Name   Address

John M. Theirl

 

300 Crescent Court, Suite 1400
Dallas, Texas 75201

        IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of November, 1999.

                          /s/ John M. Theirl

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