Exhibit 3.11
ARTICLES OF INCORPORATION
OF
WASCO INSURANCE AGENCY, INC.
The undersigned, being a natural person of the age of eighteen years or
more, for the purposes of forming a corporation under "The General and Business
Corporation Law of Missouri", does hereby adopt the following Articles of
Incorporation:
FIRST. The name of the corporation is:
WASCO INSURANCE AGENCY, INC.
SECOND. The address of its initial registered office in the State of
Missouri is 2107 Grand Avenue, Kansas City, Missouri 64108, and the name of its
initial registered agent at such address is Ralph L. Wright.
THIRD. The aggregate number of shares which the corporation shall have
authority to issue shall be thirty thousand (30,000) shares of common stock, of
the par value of $1.00 per share.
Shareholders of the corporation shall have full preemptive rights. In the
event the corporation hereafter issues additional common stock, or securities
convertible into common stock, which are subject to the preemptive rights of the
holders of shares of common stock then each of the holders of holders of common
stock as of such record date (not exceeding fifty days preceding the date for
the allotment of rights) as shall be fixed therefor by the board of directors,
shall have the preemptive right to subscribe for and to purchase at the issue
price fixed therefor by the board of directors an amount of such shares of
common stock or securities convertible into common stock, which are then
proposed to be issued, in the proportion that the number of shares of common
stock held by him bears to the total number of shares of common stock
outstanding on such record date. The board of directors by resolution may fix
the period within which such right may be exercised, which period, however,
shall extend for not less than seven days nor more than thirty-one days after
notice of such right is mailed to the shareholders. Unless such right be
exercised within such period, such right shall, upon the expiration of such
period, be deemed to be terminated for all purposes in respect of the common
stock, or securities convertible into common stock, then proposed to be issued.
FOURTH. The name and place of residence of the incorporator is as follows:
Name Residence
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Ralph L. Wright 2112 Brookwood Road, Shawnee Mission, Kansas 66208.
FIFTH. The number of directors to constitute the first board of directors
of the corporation is three (3). Thereafter the number of directors shall be
fixed by, or in the manner provided in, the bylaws of the corporation. Any
change in the number of directors shall be reported to the Secretary of State
within thirty (30) calendar days of such change, or within such other period, if
any, as may then be required by law. Directors need not be shareholders unless
the bylaws require them to be shareholders.
The persons to constitute the first board of directors, each of whom shall
hold office until the first annual meeting of the shareholders or until his
successor shall have been elected and qualified, are as follows:
Joseph C. Grissom
Herbert D. Froemming
Ralph L. Wright
SIXTH. The duration of the corporation is perpetual.
SEVENTH. This corporation is formed for the following purposes:
(a) To engage in the business of acting as agent or broker in the writing
of marine, fire, life, accident, fidelity, liability and all other kind of
insurance and reinsurance; acting as a reinsurance broker or intermediary;
acting for insurance companies in soliciting and receiving applications for
insurance and reinsurance of all kinds, in collecting premiums and in doing such
other business as may be delegated to agents by such companies; and conducting a
general insurance agency and insurance brokerage business.
(b) To buy, lease, rent or otherwise acquire, own, hold, use, divide,
partition, develop, improve, operate and sell, lease, mortgage or otherwise
dispose of, deal in and turn to account real estate, leaseholds and any and all
interests or estates therein or appertaining thereto; and to construct, manage,
operate, improve, maintain and otherwise deal with buildings, structures and
improvements situated or to be situated on any real estate or leasehold.
(c) to engage in any mining, manufacturing, chemical, metallurgical,
processing or related business, and to buy, lease, construct or otherwise
acquire, own, hold, use, sell, lease, mortgage or otherwise dispose of, plants,
works, facilities and equipment therefor.
(d) To buy, utilize, lease, rent, import, export, manufacture, produce,
design, prepare, assemble, fabricate, improve, develop, sell, mortgage, pledge,
hypothecate, distribute and otherwise deal in at wholesale, retail or otherwise,
and as principal, agent or otherwise, all commodities, goods, wares,
merchandise, machinery, tools, devices, apparatus, equipment and all other
personal property, whether tangible or intangible, of every kind without
limitation as to description, location or amount.
(e) To apply for, obtain, purchase, lease, take licenses in respect of or
otherwise acquire, and to hold, own, use, operate, enjoy, turn to account, grant
licenses in respect of, manufacture under, introduce, sell, assign, mortgage,
pledge or otherwise dispose of:
1. Any and all inventions, devices, processes and formulae and any
improvements and modifications thereof;
2. Any and all letters patent of States or of any other country, state
or locality, and all rights connected therewith or appertaining thereto;
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3. Any and all copyrights granted by the United States or any other
country, state or locality;
4. Any and all trademarks, trade names, trade symbols and other
indications of origin and ownership granted by or recognized under the laws
of the United States or of any other country, state or locality; and to
conduct and carry on its business in any or all of its various branches
under any trade name or trade names.
(f) To engage in, carry on and conduct research, experiments,
investigations, analyses, studies and laboratory work, for the purpose of
discovering new products or to improve products, articles and things, and to
buy, construct or otherwise acquire, own, operate, maintain, lease, sell,
mortgage or otherwise dispose of, laboratories and similar facilities , plants
and any and all other establishments, and to procure, construct, own, use, hold
and dispose of all necessary equipment in respect thereof, for the purposes
aforesaid.
(g) To enter into any lawful contract or contracts with persons, firms,
corporations, other entities, governments or any agencies or subdivisions
thereof, including guaranteeing the performance of any contract or any
obligation of any person, firm, corporation or other entity.
(h) To purchase and acquire, as a going concern or otherwise, and to carry
on, maintain and operate all or any part of the property or business of any
corporation, firm, association, entity, syndicate or person whatsoever, deemed
to be of benefit to the corporation, or of use in any manner in connection with
any of its purposes; and to dispose thereof upon such terms as may seem
advisable to the corporation.
(i) To purchase or otherwise acquire, hold, sell, pledge, reissue, transfer
or otherwise deal in, shares of the corporation's own stock, provided that it
shall not use its funds or property for the purchase of its own shares of stock
when such use would be prohibited by law, by the articles of incorporation or by
the bylaws of the corporation; and provided, further, that shares of its own
stock belonging to it shall not be voted upon directly or indirectly.
(j) To invest, lend and deal with moneys of the corporation in any lawful
manner, and to acquire by purchase, by the exchange of stock or other securities
of the corporation, by subscription or otherwise, and to invest in, to hold for
investment or for any other purpose, and to use, sell, pledge or otherwise
dispose of, and in general to deal in any interest concerning or enter into any
transaction with respect to (including "long" and "short" sales of) any stocks,
bonds, notes, debentures, certificates, receipts and other securities and
obligations of any government, state, municipality, corporation, association or
other entity, including individuals and partnerships and, while owner thereof,
to exercise all of the rights, powers and privileges of ownership, including,
among other things, the right to vote thereon for any and all purposes and to
give consents with respect thereto.
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(k) To borrow or raise money for any purpose of the corporation and to
secure any loan, indebtedness or obligation of the corporation and the interest
accruing thereon, and for that or any other purpose to mortgage, pledge,
hypocate or charge all or any part of the present or hereafter acquired
property, rights and franchises of the corporation, real, personal, mixed or of
any character whatever, subject only to limitations specifically imposed by law.
(l) To do any or all of the things hereinabove enumerated alone for its own
account, or for the account of others, or as the agent for others, or in
association with others or by or through others, and to enter into all lawful
contracts and undertakings in respect thereof.
(m) To have one or more offices, to conduct its business, carry on its
operations and promote its objects within and without the State of Missouri and
anywhere in the world, without restriction as to place, manner or amount, but
subject to the laws applicable thereto; and to do any or all of the things
herein set forth to the same extent as a natural person might or could do and in
any part of the world, either alone or in company with others.
(n) In general, to carry on any other business in connection with each and
all of the foregoing or incidental thereto, and to carry on, transact and engage
in any and every lawful business or other lawful thing calculated to be of gain,
profit or benefit to the corporation as fully and freely as a natural person
might do, to the extent and in the manner, and anywhere within and without the
State of Missouri, as it may from time to time determine; and to have and
exercise each and all of the powers and privileges, either direct or incidental,
which are given and provided by or are available under the laws of the State of
Missouri in respect of general and business corporations organized for profit
thereunder; provided, however, that the corporation shall not engage in any
activity for which a corporation may not be formed under the laws of the State
of Missouri.
None of the purposes and powers specified in any of the paragraphs of this
Article SEVENTH shall be in any way limited or restricted by reference to or
inference from the terms of any other paragraph, and the purposes and powers
specified in each of the paragraphs of this Article SEVENTH shall be regarded as
independent purposes and powers. The enumeration of specific purposes and powers
in this Article SEVENTH shall not be construed to restrict in any manner the
general purposes and powers of this corporation, nor shall the expression of one
thing be deemed to exclude another, although it be of like nature. The
enumeration of purposes or powers herein shall not be deemed to exclude or in
any way limit by inference any purposes or powers which this corporation has
power to exercise, whether expressly by the laws of the State of Missouri, now
or hereafter in effect, or impliedly by any reasonable construction of such
laws.
EIGHTH. (a) Except as may be otherwise specifically provided by statute, or
the articles of incorporation or the bylaws of the corporation, as from time to
time amended, all powers of management, direction and control of the corporation
shall be, and hereby are, vested in the board of directors.
(b) The bylaws of the corporation may from time to time be altered,
amended, suspended or repealed, or new bylaws may be adopted, in any of the
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following ways: (i) by the affirmative vote, at any annual or special meeting of
the shareholders, of the holders of a majority of the outstanding shares of
stock of the corporation entitled to vote; or (ii) by resolution adopted by a
majority of the full board of directors at a meeting thereof; or (iii) by
unanimous written consent of all the shareholders or all the directors in lieu
of a meeting; provided, however, that the power of the directors to alter,
amend, suspend or repeal the bylaws or any portion thereof may be denied as to
any bylaws or portion thereof enacted by the shareholders if at the time of such
enactment the shareholders shall so expressly provide.
(c) The corporation may agree to the terns and conditions upon which any
director, officer, employee or agent accepts his office or position and in its
bylaws or otherwise may agree to indemnify and protect any director, officer,
employee or agent to the extent permitted by the laws of Missouri.
NINTH. Insofar as it is permitted under the laws of Missouri and except as
may be otherwise provided by the bylaws of the corporation, no contract or other
transaction between this corporation and any other firm or corporation shall be
affected or invalidated solely by reason of the fact that any director of
officer of this corporation is interested in, or is a member, shareholder,
director or officer of such other firm or corporation; and any director or
officer of this corporation, individually or jointly with one or more other
directors or officers of this corporation, may be a party to, or may be
interested in, any contract or transaction of this corporation or in which this
corporation is interested, and no such contract or transaction shall be
invalidated thereby.
TENTH. The directors shall have power to hold their meetings and to keep
the books (except any books required to be kept in the State of Missouri,
pursuant to the laws thereof) at any place within or without the State of
Missouri.
ELEVENTH. The corporation shall be entitled to treat the registered holder
of any shares of the corporation as the owner of such shares and of all rights
derived from such shares for all purposes. The corporation shall not be
obligated to recognize any equitable or other claim to or interest in such
shares or rights on the part of any other person, including, but without
limiting the generality of the term "person", a purchaser, pledgee, assignee or
tranferee of such shares or rights, unless and until such person becomes the
registered holder of such shares, and the foregoing shall apply whether or not
the corporation shall have either actual or constructive notice of the interest
of such person.
TWELFTH. The corporation reserves the right to alter, amend or repeal any
provision contained in its articles of incorporation in the manner now or
hereafter prescribed by the statutes of Missouri, and all rights and powers
conferred herein are granted subject to this reservation; and, in particular,
the corporation reserves the right and privilege to amend its articles of
incorporation from time to time so as to authorize other or additional classes
of shares (including preferential shares), to increase or decrease the number of
shares of any class now or hereafter authorized, to establish, limit or deny to
shareholders of any class the right to purchase or subscribe for any shares of
stock of the corporation of any class, whether now or hereafter authorized or
whether issued for cash, property or services
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or as a dividend or otherwise, or to purchase or subscribe for any obligations,
bonds, notes, debentures or securities or stock convertible into shares of stock
of the corporation or carrying or evidencing any right to purchase shares of
stock of any class, and to vary the preferences, priorities, special powers,
qualifications, limitations, restrictions and the special or relative rights or
other characteristics in respect of the shares of each class, and to accept and
avail itself of, or subject itself to, the provisions of any statutes of
Missouri hereafter enacted pertaining to general and business corporations, to
exercise all the rights, powers and privileges conferred upon corporations
organized thereunder or accepting the provisions thereof and to assume the
obligations and duties imposed therein, upon the affirmative vote of the holders
of a majority of the shares of stock entitled to vote thereon, or, in the event
the laws of Missouri require a separate vote by classes of shares, upon the
affirmative vote of the holders of a majority of the shares of each class whose
separate vote is required thereon.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day
of January, 1978.
/s/ Ralph L. Wright
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Ralph L. Wright
STATE OF MISSOURI )
) SS.
COUNTY OF JACKSON )
I, [illegible], a Notary Public, do hereby certify that on the 11th day of
January, 1978, personally appeared before me Ralph L. Wright, who being by me
first duly sworn, declared that he is the person who signed the foregoing
document as incorporator, and that the statements therein contained are true.
/s/ [illegible]
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Notary Public
[NOTARIAL SEAL]
My commission expires May 25, 1980.