Exhibit T3A.2.69
| State of Delaware | |
| Secretary of State | |
| Division of Corporations | |
| Delivered 10:07 AM 08/08/2008 | |
| FILED 10:02 AM 08/08/2008 | |
| SRV 080857377 – 4585559 FILE |
CERTIFICATE OF INCORPORATION
OF
RITE AID PAYROLL MANAGEMENT, INC.
ARTICLE ONE
NAME
The name of the corporation is Rite Aid Payroll Management, Inc. (the “Corporation”).
ARTICLE TWO
ADDRESS OF REGISTERED AGENT
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 19801. The name of its registered agent at such address is The Corporation Trust Company.
ARTICLE THREE
PURPOSE
The nature of the business or the purpose to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
ARTICLE FOUR
CAPITAL STOCK
The total number of shares of stock that the Corporation has authority to issue is 1,000 shares of Common Stock, with a par value of $.001 per share.
ARTICLE FIVE
INCORPORATOR
The name and address of the incorporator are:
| Ann Martin Criss | ||
| Morgan, Lewis & Bockius LLP | ||
| One Oxford Centre | ||
| Thirty-Second Floor | ||
| Pittsburgh, PA 15219-6401 |
ARTICLE SIX
EXISTENCE
The Corporation is to have perpetual existence.
ARTICLE SEVEN
BYLAWS
In furtherance and not in limitation of the powers conferred by statute, the board of directors of the Corporation is expressly authorized to make, alter or repeal the Bylaws of the Corporation.
ARTICLE EIGHT
MEETINGS OF STOCKHOLDERS
Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation may be kept 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 Bylaws of the Corporation. Election of directors need not be by written ballot unless the Bylaws of the Corporation so provide.
ARTICLE NINE
INDEMNIFICATION
To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this ARTICLE NINE shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
ARTICLE TEN
AMENDMENTS
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 herein, by the unanimous written consent of the board of directors of the Corporation and by the laws of the State of Delaware, nnd all rights conferred upon stockholders herein are granted subject to this reservation.
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THE UNDERSIGNED, being the incorporator herein before named, for the purpose of forming a corporation pursuant to the Delaware General Corporation Law, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly I have hereunto set my hand this 8th day of August, 2008.
| /s/ Ann Martin Criss | |
| Ann Martin Criss | |
| Incorporator |