Exhibit 3.11
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF INCORPORATION
OF
NORTH AMERICAN TRAVEL SERVICE, INC.
I, LARRY A. CONRAD, Secretary of State of the State of Indiana, hereby
certify that Articles of Incorporation of the above Corporation, in the form
prescribed by my office, prepared and signed in duplicate by the
incorporator(s), and acknowledged and verified by the same before a Notary
Public, have been presented to me at my office accompanied by the fees
prescribed by law; that I have found such Articles conform to law; that I have
endorsed my approval upon the duplicate copies of such Articles; that all fees
have been paid as required by law; that one copy of such Articles has been filed
in my office; and that the remaining copy of such Articles bearing the
endorsement of my approval and filing has been returned by me to the
incorporator(s) or his (their) representatives; all as prescribed by the
provisions of the INDIANA GENERAL CORPORATION ACT, as amended.
NOW, THEREFORE, I hereby issue to such Corporation this Certificate of
Incorporation, and further certify that its corporate existence has begun.
In Witness Whereof, I have hereunto set my hand and affixed
the seal of the State of Indiana, at the City of Indianapolis,
this 17th day of November, 1976
[STATE SEAL]
--------------------------------------------------------------
LARRY A. CONRAD, Secretary of State
By
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Deputy
APPROVED
AND
FILED
NOV 17 1976
/s/ Larry A. Conrad
SECRETARY OF
STATE OF INDIANA
Corporate Form No. 101 (Jan. 1971)--Page One
ARTICLES OF INCORPORATION
Larry A. Conrad, Secretary of State of Indiana
Use White Paper--Size 8 1/2 x 11--For Inserts
Filing Requirements--Present 2 Executed Copies to Secretary of State, Room 155,
State House Indianapolis 46204
Recording Requirements--Recording of Articles of Incorporation is no longer
required by the Indiana General Corporation Act.
ARTICLES OF INCORPORATION
OF
NORTH AMERICAN TRAVEL SERVICE, INC.
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The undersigned incorporator or incorporators, desiring to form a
corporation (hereinafter referred to as the "Corporation") pursuant to the
provisions of the Indiana General Corporation Act, as amended (hereinafter
referred to as the "Act,") execute the following Articles of Incorporation.
ARTICLE I
Name
The name of the Corporation is NORTH AMERICAN TRAVEL SERVICE, INC.
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ARTICLE II
Purposes
The purposes for which the Corporation is formed are:
(a) To arrange for the travel and accommodation of persons, including, but
not limited to, the purchase, resale and/or reservation of tickets for
transportation by land, sea and air and the purchase, resale and/or
reservation of motel, hotel or other accommodations.
-2-
(b) To acquire, in any lawful manner, and to hold, use, lease, exchange
and dispose of any kind of property real or personal or mixed, including
specifically but not limited to stocks, bonds, securities or other
evidence of indebtedness of this or any other corporation or of any person
or persons whomsoever;
(c) To borrow and/or loan money, with or without security and to execute
guarantee agreements, and to mortgage, pledge, or otherwise secure with
property of this corporation any indebtedness incurred by this
corporation.
(d) To do any act which facilitates the achievement of any of the
aforesaid purposes.
Corporate Form No. 101--Page Two
Prescribed by Larry A. Conrad, Secretary of State (Jan. 1971)
ARTICLE III
Period of Existence
The period during which the Corporation shall continue is perpetual
ARTICLE IV
Resident Agent and Principal Office
Section 1. Resident Agent. The name and address of the Resident Agent in
charge of the Corporation's principal office is
Lawrence P. Kahn P.O. Box 988
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(Name) (Number and Street or Building)
Fort Wayne Indiana 46801
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(City) (State) (Zip Code)
Section 2. Principal Office. The post office address of the principal
office of the Corporation is
Lincoln Hwy. & Meyer Road, Fort Wayne, Indiana 46801
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(Number and Street or Building) (City) (State) (Zip Code)
ARTICLE V
Shares
Section 1. Number.
A. The total number of shares which the Corporation has authority to
issue is 1,000
B. The number of shares which the corporation designates as having par
value is -- with a par value of $ --
C. The number of shares which the corporation designates as without par
value is 1,000
Section 2. Terms.
Such shares may be sold by the Corporation for such an amount of
consideration as shall be fixed from time to time by the Board of
Directors. Transfers of shares may be made only upon the books of the
Corporation by the holder named in the Certificate therefore, or by his
attorney duly authorized in writing, and upon surrender of such
certificate properly endorsed by such holder; or by the Secretary when so
authorized by the Board of Directors, with or without the surrender of
such certificate.
The Corporation shall have the right to treat the holder
-2-
of record of any share as the holder in fact thereof, and accordingly, shall not
be bound to recognize any equitable or other claims, to, or interest in, such
share on the part of any other person, whether or not it shall have the express
or other notice thereof.
Corporate Form No. 101--Page Three
Prescribed by Larry A. Conrad, Secretary of State (Jan. 1971)
ARTICLE VI
Requirements Prior To Doing Business
The Corporation will not commence business until consideration of the
value of at least $1,000.00 (one thousand dollars) has been received for the
issuance of shares.
ARTICLE VII
Director(s)
Section 1. Number of Directors. The initial Board of Directors is composed
of 3 member(s). The number of directors may be from time to time fixed by the
By-Laws of the Corporation at any number. In the absence of a By-Law fixing the
number of directors, the number shall be 3.
Section 2. Names and Post Office Addresses of the Director(s). The name(s)
and post office address(es) of the initial Board of Director(s) of the
Corporation is (are):
Name Number and Street or Building City State Zip Code
---- ----------------------------- ---- ----- --------
Stephen Heiman P.O. Box 988 Fort Wayne Indiana 46801
Edward Sullivan P.O. Box 988 Fort Wayne Indiana 46801
Tunis Bond P.O. Box 988 Fort Wayne Indiana 46801
Section 3. Qualifications of Directors. (If Any)
None
Corporate Form No. 101--Page Four
Prescribed by Larry A. Conrad, Secretary of State (Jan. 1971)
ARTICLE VIII
Incorporator(s)
The name(s) and post office address(es) of the incorporator(s) of the
Corporation is (are):
Name Number and Street or Building City State Zip Code
---- ----------------------------- ---- ----- --------
Stephen Heiman P.O. Box 988 Fort Wayne Indiana 46801
Edward Sullivan P.O. Box 988 Fort Wayne Indiana
Tunis Bond P.O. Box 988 Fort Wayne Indiana 46801
ARTICLE IX
Provisions for Regulation of Business
and Conduct of Affairs of Corporation
Both shareholders and directors shall have the power to make, alter, amend, or
repeal the By-Laws of the Corporation. Meetings of shareholders may be held
either within or without the State of Indiana if the By-Laws so provide. The
books of the Corporation, except the duplicate stock register or transfer book,
may be kept either within or without the State of Indiana, at such place or
places as may be from time to time designated by the Board of Directors.
The Corporation reserves the right to alter, amend, change, or repeal any
provision contained in these Articles of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights confined upon shareholders
herein are granted subject to this reservation.
Corporate Form No. 101--Page Five
Prescribed by Larry A. Conrad, Secretary of State (Jan. 1971)
IN WITNESS WHEREOF, the undersigned, being the incorporator(s) designated
in Article VIII, execute these Articles of Incorporation and certify to the
truth of the facts herein stated, this 20th day of September, 1976.
/s/ Stephen Heiman /s/ Edward Sullivan
- ------------------------------------ -----------------------------------------
(Written Signature) (Written Signature)
Stephen Heiman Edward Sullivan
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(Printed Signature) (Printed Signature)
/s/ Tunis Bond
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(Written Signature)
Tunis Bond
-----------------------------------------
(Printed Signature)
STATE OF INDIANA }
} ss:
COUNTY OF Allen }
I, the undersigned, a Notary Public duly commissioned to take
acknowledgements and administer oaths in the State of Indiana, certify that
Stephen Heiman, Edward Sullivan and Tunis Bond, being all of the incorporator(s)
referred to in Article VIII of the foregoing Articles of Incorporation,
personally appeared before me; acknowledged the execution thereof; and swore to
the truth of the facts therein stated.
Witness my hand and Notarial Seal this 20th day of September, 1976
/s/ Janet M. Hasse
----------------------------------------
(Written Signature)
Janet M. Hasse
----------------------------------------
(Printed Signature)
My Commission Expires: Notary Public
2-10-79
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This instrument was prepared by Michael L. Harvey, Attorney at Law,
-----------------
(Name)
P.O. Box 988 Fort Wayne Indiana 46801
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(Number and Street or Building) (City) (State) (Zip Code)
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF
NORTH AMERICAN TRAVEL SERVICE, INC.
I, EDWIN J. SIMCOX, Secretary of the State of Indiana, hereby certify that
Articles of Amendment for the above Corporation have been filed in the form
prescribed by my office, prepared and signed in duplicate in accordance with "An
Act concerning domestic and foreign corporations for profit, providing penalties
for the violation hereof, and repealing all laws or parts of laws in conflict
herewith," approved March 16, 1929, and Acts supplemental thereto.
The Articles amended are as follows, to wit:
The exact text of Articles I and II are amended,
The name of the Corporation is TRANSPORTATION COLLECTIONS, INC
NOW, THEREFORE, upon due examination, I find that the Articles of
Amendment conform to law, and have endorsed my approval upon the duplicate
copies of such Articles; that all fees have been paid as required by law; that
one copy of such Articles has been filed in my office; and that the remaining
copy of such Articles bearing the endorsement of my approval and filing has been
returned by me to the Corporation.
In Witness Whereof, I have hereunto set my hand and affixed
the seal of the State of Indiana, at the City of Indianapolis,
this 14th day of December 1978.
[STATE SEAL]
/s/ Edwin J. Simcox
--------------------------------------------------------------
Secretary of State
By /s/ Susan K. F?????
-----------------------------------------------------------
(Written Signature)
Deputy
[ILLEGIBLE]
APPROVED
AND
FILED
DEC 14 1978
/s/ Edwin J. Simcox
SECRETARY OF STATE OF INDIANA
[ILLEGIBLE] dividual Articles Only)
Prescribed by Larry A. Conrad, Secretary of State of Indiana
Use Size 8 1/2 x 11 White Paper for Inserts
Filing Requirements--Present 2 Executed Copies to Secretary of State, Room 155,
State House Indianapolis 46204
Recording Requirements--Not required. However, if the name of the Corporation is
changed by these Articles, a certified Certificate of Amendment must be filed
with the County Recorder of every County where the Corporation owns real
property in Indiana.
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
NORTH AMERICAN TRAVEL SERVICE, INC.
The undersigned officers of NORTH AMERICAN TRAVEL SERVICE, INC.
(hereinafter referred to as the "Corporation") existing pursuant to the
provisions of the Indiana General Corporation Act (Medical Professional
Corporation Act/Dental Professional Corporation Act/Professional Corporation Act
of 1965), as amended (hereinafter referred to as the "Act"), desiring to give
notice of corporate action effectuating amendment of certain provisions of its
Articles of Incorporation, certify the following facts:
ARTICLE I
Text of the Amendment
The exact text of Article(s) I and II of the Articles of Incorporation of
the Corporation, as amended (hereinafter referred to as the "Amendments"), now
is as follows:
Article I: The name of the Corporation is TRANSPORTATION COLLECTIONS, INC.
Article II: The purposes for which the Corporation is formed are:
(a) to operate a collection agency for the purpose of collecting accounts owed
to individuals and businesses associated with the transportation industry as
well as other individuals and businesses seeking its services. Said collection
work shall be performed in the State of Indiana as well as the other 49 states.
Said collection work shall be performed in compliance with all applicable state
and federal laws, licensing procedures and regulations.
(b) to acquire, in any lawful manner, and to hold, use, lease, exchange and
dispose of any kind of property real or personal or mixed, including
specifically but not limited to stocks, bonds, securities or other evidence of
indebtedness of this or any other corporation or of any person or persons,
whomsoever;
(c) to borrow and/or loan money, with or without security and to execute
guarantee agreements, and to mortgage, pledge, or otherwise secure with property
of this corporation any indebtedness incurred by this corporation.
(d) to do any act which facilitates the achievement of any of the aforesaid
purposes.
Prescribed by Larry A. Conrad, Secretary of State of Indiana
ARTICLE II
Manner of Adoption and Vote
Section I. Action by Directors (select appropriate paragraph).
(a) The Board of Directors of the Corporation, at a meeting thereof, duly
called, constituted and held on ___________________________, 19____, at which a
quorum of such Board of Directors was present, duly adopted a resolution
proposing to the Shareholders of the Corporation entitled to vote in respect of
the Amendments that the provisions and terms of Article ______ of its Articles
of Incorporation be amended so as to read as set forth in the Amendments; and
called a meeting of such shareholders, to be held __________________, 19____, to
adopt or reject the Amendments, unless the same were so approved prior to such
date by unanimous written consent.
(b) By written consent executed on December 1, 1978, signed by all of the
members of the Board of Directors of the Corporation, a resolution was adopted
proposing to the Shareholders of the Corporation entitled to vote in respect of
the Amendments, that the provisions and terms of Articles of its Articles of
Incorporation be amended so as to read as set forth in the Amendments, and a
meeting of such shareholders was called to be held December 4, 1978, to adopt or
reject the Amendments, unless the same were so approved prior to such date by
unanimous written consent.
Section 2. Action by Shareholders (select appropriate paragraph).
(a) The Shareholders of the Corporation entitled to vote in respect of the
Amendments, at a meeting thereof, duly called, constituted and held on
____________________, 19____, at which _________________________________________
________________________________________________________________________________
________________________________________________________________________________
present in person or by proxy, adopted the Amendments.
The holders of the following classes of shares were entitled to vote as a
class in respect of the Amendments:
(1)
(2)
(3)
Prescribed by Larry A. Conrad, Secretary of State of Indiana
The number of shares entitled to vote in respect of the Amendments, the
number of shares voted in favor of the adoption of the Amendments, and the
number of shares voted against such adoption are as follows:
Total Shares Entitled to Vote as a Class
----- (as listed immediately above)
-----------------------------
(1) (2) (3)
Shares entitled to vote: _________ _________ _________ _________
Shares voted in favor: _________ _________ _________ _________
Shares voted against: _________ _________ _________ _________
(b) By written consent executed on December 4, 1978, signed by the holders
of 1,000 shares of the Corporation, being all of the shares of the Corporation
entitled to vote in respect of the Amendments, the Shareholders adopted the
Amendments.
Section 3. Compliance with Legal Requirements.
The manner of the adoption of the Amendments, and the vote by which they
were adopted, constitute full legal compliance with the provisions of the Act,
the Articles of Incorporation, and the By-Laws of the Corporation.
ARTICLE III
Statement of Changes Made With Respect to Any Increase
In The Number of Shares Heretofore Authorized
Aggregate Number of Shares 1000
Previously Authorized ------------
Increase N/A {indicate "0" or "N/A"
------------ if no increase}
Aggregate Number of Shares
To Be Authorized After Effect of This Amendment 1000
------------
Prescribed by Larry A. Conrad, Secretary of State of Indiana
IN WITNESS WHEREOF, the undersigned officers execute these Articles of
Amendment of the Articles of Incorporation of the Corporation, and certify to
the truth of the facts herein stated, this 13 day of Dec., 1978.
/s/ B. Wade Monroe /s/ Margaret S. Vegeler
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(Written Signature) (Written Signature)
B. Wade Monroe Margaret S. Vegeler
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(Printed Signature) (Printed Signature)
President of Secretary of
North American Travel Service, Inc. North American Travel Service, Inc.
- ------------------------------------ ----------------------------------------
(Name of Corporation) (Name of Corporation)
STATE OF INDIANA }
} SS:
COUNTY OF Allen }
I, the undersigned, a Notary Public duly commissioned to take
acknowledgements and administer oaths in the State of Indiana, certify that B.
Wade Monroe, the President, and Margaret S. Vegeler, the Secretary of North
American Travel Service, Inc., the officers executing the foregoing Articles of
Amendment of the Articles of Incorporation, personally appeared before me,
acknowledged the execution thereof, and swore to the truth of the facts therein
stated.
Witness my hand and Notarial Seal this 13th day of December, 1978.
/s/ Jane E. Simpson
-----------------------------------------
(Written Signature)
Jane E. Simpson
-----------------------------------------
(Printed Signature)
My Commission Expires: Notary Public
October 10, 1982
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This instrument was prepared by Margaret S. Vegeler, Attorney at Law,
-------------------
(Name)
5001 U.S. Highway 30 W. Fort Wayne Indiana 46818
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(Number and Street or Building) (City) (State) (Zip Code)
ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION
[STATE State Form 38333R / Corporate Form No. 102 (June 1964)
SEAL] Articles of Amendment (Amending Individual Articles Only)
Prescribe by Edwin J. Simcox, Secretary of State of Indiana
Recording Requirements-Recording of Articles of Amendment in the Office of the
County Recorder is generally no longer required by the a [Illegible Text]
General Corporation Act. However, if the name of the corporation is changed
by this amendment, a certified copy of the certificate of Amendment must be
filed with the recorder of every county in which the corporation owns real
estate.
APPROVED
AND
FILED
IND. SECRETARY OF STATE
Instructions: Present 2 Originally Signed and Fully Executed Copies to:
SECRETARY OF STATE
Room 155, State House
Indianapolis, Indiana 46204
(317) 232-6576
[ILLEGIBLE DATE TIME STAMP]
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
Transportation Collections, Inc.
================================================================================
The undersigned officers of
Transportation Collections, Inc.
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(hereinafter referred to as the "Corporation") existing pursuant to the
provisions of:
(Indicate appropriate act)
|X| Indiana General Corporation Act
|_| Indiana Professional Corporation Act of 1983
as amended (hereinafter referred to as the "Act"), desiring to give notice of
corporate action effectuating amendment of certain provisions of Articles of
Incorporation, certify the following facts:
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ARTICLE I Amendment(s)
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SECTION 1 The date of incorporation of the corporation is:
November 17, 1986
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SECTION 2 The name of the corporation following this amendment to the Articles
of Incorporation is:
North American Logistics, Ltd.
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SECTION 3
The exact text of Article(s) I and II of the Articles of Incorporation are now
as follows:
ARTICLE I: The name of the corporation is North American Logistics, Ltd.
ARTICLE II:
(a) To operate a collection agency for the purpose of collecting
accounts owed to individuals and businesses associated with the
transportation industry as well as other individuals and businesses
seeking its services. Said collection work shall be performed in the
State of Indiana as well as the other 49 states. Said collection
work shall be performed in compliance with all applicable state and
federal laws, licensing procedures and regulations.
(b) To acquire, in any lawful manner, and to hold, use, lease, exchange
and dispose of any kind of property real or personal or mixed,
including specifically but not limited to stocks, bonds, securities
or other evidence of indebtedness of this or any other corporation
or of any person or persons, whomsoever.
(c) To borrow and/or loan money, with or without security and to execute
guarantee agreements, and to mortgage, pledge, or otherwise secure
with property of this corporation any indebtedness incurred by this
corporation.
(d) To do any act which facilitates the achievement of any of the
aforesaid purposes.
(e) To transact any and all lawful business for which corporations may
be incorporated under the Indiana General Corporation Act.
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STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
ARTICLES OF AMENDMENT
To Whom These Presents Come, Greeting:
WHEREAS, there has been presented to me at this office, Articles of Amendment
for:
TRANSPORTATION COLLECTIONS INC
and said Articles of Amendment have been prepared and signed in accordance with
the provisions of the
Indiana Business Corporation Law,
as amended.
The name of the corporation is amended as follows:
NORTH AMERICAN LOGISTICS, LTD.
NOW, THEREFORE, I, JOSEPH H. HOGSETT, Secretary of State of Indiana, hereby
certify that I have this day filed said articles in this office.
The effective date of these Articles of Amendment is May 21, 1992.
In Witness Whereof, I have hereunto set my
hand and affixed the seal of the State of
Indiana, at the City of Indianapolis, this
Twenty-first day of May, 1992
/s/ Joseph H. Hogsett
------------------------------------------
JOSEPH H. HOGSETT, Secretary of State
By /s/ Michael W. [ILLEGIBLE]
---------------------------------------
Deputy