Exhibit 3.11
ARTICLES OF INCORPORATION
OF
GLACIER GUARANTY CORPORATION
The undersigned incorporators, in order to form an insurance corporation under the insurance laws and the general corporation laws set forth in the Vermont Business Corporation Act, certify as follows;
ARTICLE I
Name
The name of the corporation is Glacier Guaranty Corporation (the “Corporation”).
ARTICLE II
Registered Office and Agent
The initial registered office of the Corporation is located at 199 Main Street, P.O. Box 190, Burlington, VT 05402-0190, County of Chittenden, State of Vermont, and its initial registered agent at such address is Downs Rachlin Martin PLLC.
ARTICLE III
Purposes
The purposes of the Corporation are to engage in the business of insuring and reinsuring various types of risks as a captive insurer pursuant to Chapter 141 of Title 8 of the Vermont Statutes Annotated, conducting all activities necessary or incidental to the foregoing, and engaging in any other lawful business or activity.
ARTICLE IV
Operating Year
The initial operating year shall end on the 30th day of June.
ARTICLE V
Number of Shares
The aggregate number of shares the Corporation shall have authority to issue is One Thousand (1,000) shares of common stock, no par value.
ARTICLE VI
Classes
There are no classes of shares.
ARTICLE VII
Voting Rights
The common stock shall have unlimited voting rights.
ARTICLE VIII
Dissolution
The common stock is entitled to receive the net assets of the corporation upon dissolution.
ARTICLE IX
Shareholder Action Without a Meeting
Action required or permitted to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by the holders of at least a majority of all the shares entitled to vote on the action, and if each shareholder is given prior notice of the action proposed to be taken. Each action must be evidenced by one or more written consents describing the action taken, signed by the holders of at least a majority of all the shares and filed with the corporate records. Prompt notice of any action taken by less than unanimous written consent shall be given to all shareholders entitled to vote on such action.
ARTICLE X
Directors
The initial Board of Directors shall consist of three (3) persons. The names and mailing addresses of the members of the Board of Directors are:
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| Paula K. Belcastro | | 7000 Cardinal Place Dublin, OH 43017 |
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| Michael R. Nelson | | 7000 Cardinal Place Dublin, OH 43017 |
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| Julie S. Boucher | | 100 Bank Street, Suite 610 Burlington, VT 05401 |
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ARTICLE XI
Limitation of Liability
A director of the Corporation shall not be personally liable to the Corporation or its shareholders for money damages for any act or omission as a director, based upon a failure to discharge his or her own duties in accordance with § 8.30 of the Vermont Business Corporation Act, except liability for (i) the amount of a financial benefit received by a director to which the director is not entitled, (ii) an intentional or reckless infliction of harm on the Corporation or the shareholders, (iii) unlawful distributions voted for or assented to in violation of § 6.40 of the Vermont Business Corporation Act, or (iv) an intentional or reckless criminal act. If the Vermont Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Vermont Business Corporation Act, as so amended. No amendment to or repeal of this Article by the shareholders shall apply to or have any effect on the liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.
ARTICLE XII
Name and Address of Incorporators
The name and mailing address of the incorporators are:
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Kathleen H. Davis 199 Main Street P.O. Box 190 Burlington, VT 05402-0190 | | | | /s/ Kathleen H. Davis |
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Kevin Moriarty 199 Main Street P.O. Box 190 Burlington, VT 05402-0190 | | | | /s/ Kevin Moriarty |
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Paul H. Ode, Jr. 199 Main Street P.O. Box 190 Burlington, VT 05402-0190 | | | | /s/ Paul H. Ode, Jr. |
Dated at Burlington, Vermont, in the County of Chittenden, this 4th day of December, 2003.
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VERMONT SECRETARY OF STATE
Location: 81 River StreetMail; 109 State Street
Montpelier, VT 05609-1104 (802) 828-2386
ARTICLES OF AMENDMENT
Name of corporationGlacier Guaranty Corporation
A corporation may amend its articles of incorporation at anytime to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required. If a corporation has not yet issued shares, its incorporators or board of directors may adapt one or more amendments to the corporation’s articles of incorporation.
The text and date of each amendment adopted.
Two amendments were adopted by Written Consent of the Shareholder of the Corporation effective on December 21, 2006:
1) To amend its Articles of Incorporation to replace Article I in its entirety with the following language:
The name of the Corporation is Glacier Corporation (the “Corporation”).
2) To amend its Articles of Incorporation to replace Article III in its entirety with the following language:
The purposes of the Corporation are to engage in any activity permitted under the Vermont Business Corporations Act and in any other lawful business or activity.
If the amendment provides for an exchange, reclassification, or cancellation of issued shares, state the provisions for implementing the amendment if not contained in the amendment itself.
N/A
If the amendment was adopted by the incorporators or board of directors, without shareholder action, make a statement to that effect and that shareholder action was not required.
N/A
If the amendment was approved by shareholders.
(A) the designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group represented at the meeting.
There are 100 shares entitled to vote. There are no separate voting groups.
(B) either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the
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amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.
The amendment was passed by vote of the sole shareholder by Written Consent on December 21, 2006.
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| Signature | | /s/ Paula K. Belcastro | | | | Title | | Vice President | | | | Date | | December ___, 2006 |
| | Paula K. Belcastro | | | | | | | | | | | | |
$25.00 FEE MUST BE ATTACHED.
THIS APPLICATION MUST BE TYPEWRITTEN OR PRINTED AND MUST BE FILED IN DUPLICATE
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| OFFICE OF SECRETARY OF STATE |
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| FILED______________________________________ |
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| fee of $______has been paid. |
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