EXHIBIT 3.02(c)
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:00 AM 11/25/1996
960344207 -- 0504228
CORRECTED
RESTATED CERTIFICATE OF INCORPORATION
OF
AVIS RENT A CAR SYSTEM, INC.
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Pursuant to Section 103(f) of the General
Corporation Law of the State of Delaware
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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 8 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
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empowered to exercise all such powers and do all such acts and things as
may he 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 provision 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.
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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
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Name: Karen C. Sclafani
Title: Assistant Secretary
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