Exhibit 3.11
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 10/27/1993
75300085 - 2357016
Certificate of Incorporation
of
Claire's Canada Corp.
The undersigned, for the purpose of organizing a corporation for
conducting the business and promoting the purposes hereinafter stated, under
the provisions and subject to the requirements of the laws of the State of
Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts
amendatory thereof and supplemental thereto, and known, identified and referred
to as the "General Corporation Law of the State of Delaware"), hereby certifies
that:
FIRST: The name of the corporation (hereinafter called the "corporation")
is
CLAIRE'S CANADA CORP.
SECOND: The address, including street, number, city, and county, of the
corporation's initial registered office in the State of Delaware is 32
Loockerman Square, Suite L-100, Dover, County of Kent. The name of the
registered agent of the corporation at such address is The Prentice-Hall
Corporation System, Inc.
THIRD: The purpose of the corporation 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.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is one Hundred (100). The par value of each of such
shares is one Cent ($.01). All such shares are of one class and are shares of
Common Stock.
FIFTH: The name and the mailing address of the incorporator are as
follows:
NAME MAILING ADDRESS
---- ---------------
Leon B. Friedfeld Pryor, Cashman, Sherman & Flynn
410 Park Avenue
New York, New York 10022
SIXTH: The corporation is to have perpetual existence.
SEVENTH: The Board of Directors shall have the power to adopt, amend or
repeal the by-laws of the corporation.
EIGHTH: No director shall be personally liable to the corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law, (i) for 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 Delaware General
Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. No amendment to or repeal of this
Article Eighth shall apply to or have any effect on the liability or alleged
liability of any director of the corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment.
NINTH: The corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any By-Law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrator of such a person.
TENTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted
in the manner and at the time prescribed by said laws, and all rights at any
time conferred upon the stockholders of the corporation by this certificate of
incorporation are granted subject to the provisions of this Article Tenth.
IN WITNESS WHEREOF, the undersigned being the incorporator hereinbefore
named, has executed, signed and acknowledged this certificate of incorporation
this 27th day of October, 1993.
/s/ LEON B. FRIEDFELD
---------------------------------
LEON B. FRIEDFELD
Incorporator
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00AM 06/26/1995
222-2357016
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
*****
Claire's Canada Corp., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc. and the present registered office of the corporation is
in the county of Kent
The Board of Directors of Claire's Canada Corp. adopted the following
resolution on the 6TH day of JUNE, 1994
Resolved, that the registered office of Claire's Canada Corp. in the state
of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present registered agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted
and appointed the registered agent of this corporation at the address of its
registered office.
IN WITNESS WHEREOF, Claire's Canada Corp. has caused this statement to be signed
by Marshall Ferguson, its Vice-President, and attested by Norma Ruiz, its
Assistant Secretary this 14th day of June, 1995.
By /s/ Marshall Ferguson
---------------------------------
Marshall Ferguson
ATTEST:
By /s/ Norma Ruiz
---------------------------------
Norma Ruiz