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EXHIBIT 3.111
Return To:
CT CORPORATION SYSTEM
ATTN L CAUDILL
17 S HIGH ST
COLUMBUS, OH 43215-0000
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[GRAPHIC]
THE STATE OF OHIO
CERTIFICATE
SECRETARY OF STATE - J.KENNETH BLACKWELL
1123415
IT IS HEREBY CERTIFIED THAT THE SECRETARY OF STATE OF OHIO HAS CUSTODY OF THE
BUSINESS RECORDS FOR SEAGATE II, INC. AND THAT SAID BUSINESS RECORDS SHOW THE
FILING AND RECORDING OF:
DOCUMENT(s) DOCUMENT NO(s):
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DOMESTIC ARTICLES/FOR PROFIT 199935603478
United States of America Witness my hand and the
State of Ohio seal of the Secretary of State
Office of the Secretary of State at Columbus, Ohio, This 15th day
of December, A.D. 1999
[SEAL] /s/ J. Kenneth Blackwell
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J. Kenneth Blackwell
Secretary of State
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EXPEDITE THIS FORM
/X/ YES
ARTICLES OF INCORPORATION
OF
SEAGATE II, INC.
(Under Chapter 1701 of the Ohio Revised Code)
Profit Corporation
WITNESSETH that the undersigned, desiring to form a corporation for profit
under and in accordance with Chapter 1701 of the OHIO REVISED CODE, does hereby
certify:
FIRST
The name of this corporation is SEAGATE II, INC. (hereunder called the
"Corporation").
SECOND
The place in this state where the principal office of this Corporation is
to be located is the City of Toledo, Lucas County, Ohio.
THIRD
The purposes for which this Corporation is formed are:
1. To engage in any lawful act or activity for which corporations may
be formed under Sections 1701.01 to 1701.98, inclusive, of the OHIO
REVISED CODE.
2. To do any and all acts and things necessary, convenient, or
expedient to the accomplishment of the foregoing, both within and
without the State of Ohio, and in any capacity.
3. To have and to exercise any and all powers and privileges now or
hereafter conferred by the laws of the State of Ohio, and all
extensions thereof by amendments thereto hereafter made.
RECEIVED
DEC 15 1999
J. KENNETH BLACKWELL
SECRETARY OF STATE
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Nothing herein contained shall be deemed to authorize the Corporation to
engage in the practice of any profession contrary to law. Each purpose specified
in any clause or paragraph of this Article is an independent purpose and shall
not be limited by reference to or inference from the terms of any other clause
or paragraph of these Articles of Incorporation. The Corporation reserves the
right substantially to change its purposes. If a change of purposes is
authorized by the vote now or hereafter required by statute, dissenting
shareholders shall not have appraisal or payment rights.
FOURTH
The maximum number of shares which this Corporation is authorized to have
issued and outstanding is Eight Hundred Fifty (850) shares, all of which shall
be common shares without par value.
FIFTH
The amount of capital with which this Corporation will begin business is
One Thousand Dollars ($1,000.).
SIXTH
Shares of this Corporation may be issued and reissued from time to time for
such amounts of consideration for each share as may be fixed by the Board of
Directors, to the extent permitted by law. The Corporation, through its Board of
Directors, shall have the right and power to repurchase any of its outstanding
shares at such price and upon such terms as may be agreed upon between the
Corporation and the selling shareholder or shareholders.
SEVENTH
No holder of shares of the Corporation shall have any preemptive right to
subscribe for or to purchase any shares of the Corporation of any class whether
such shares or such class be now or hereafter authorized.
EIGHTH
Notwithstanding any provision of the OHIO REVISED CODE, now or hereafter in
force, requiring for any purpose the vote or consent of the holders of shares
entitling them to exercise two-thirds of the voting power of the Corporation or
of any class or classes of shares thereof, such action, unless otherwise
expressly required by statute, may be taken by the vote or consent of the
holders of shares entitling them to exercise a majority of the voting power of
the Corporation or of such class of shares thereof.
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NINTH
In the event of irreconcilable differences among the directors of the
Corporation, of such a nature that the continued operation of the Corporation
has been substantially impeded or made impossible, the directors or shareholders
of the Corporation, in such number and manner as now or hereafter required by
statute, may petition the court of common pleas for the appointment of a
provisional director. The provisional director shall have the same rights and
duties as other directors and shall serve in accordance with Sections 1701.01 to
1701.98, inclusive, of the Ohio Revised Code.
TENTH
In the absence of fraud, no agreement or transactions between this
Corporation and any other corporation or association shall be affected by the
fact that any director or officer of this Corporation is interested in or is
a director or officer of such other corporation or association; any director
or officer of this Corporation may be a party to or interested in any
agreement or transaction of this Corporation; and no persons, association or
other corporation shall be affected by the fact that any director or officer
of this Corporation is a party to or interested in such agreement or
transaction or in any way connected with such person, persons, association or
corporation; provided, however, that such agreement or transaction shall be
authorized or ratified by the vote of a majority of the directors of this
Corporation. No person who may become a director or officer of this
Corporation shall be subjected to any liability which might otherwise exist
as a result of thus agreeing or entering into a transaction with this
Corporation for the benefit of himself or any person, association or
corporation in which he may be interested.
ELEVENTH
The Corporation shall indemnify a director or officer, or a former director
or officer, or any person who may have served at its request as a director or
officer of another corporation in which it owns shares or of which it is a
creditor, against expenses actually and necessarily incurred by him or her in
connection with the defense of any action, suit or proceeding in which he or she
is made a party by reason of being or having been such director or officer,
except in relation to matters as to which he or she shall be adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty. Such indemnification shall not be deemed exclusive of any
other rights to which he or she may be entitled under the OHIO REVISED CODE, the
Code of Regulations, any agreement, vote of shareholders or otherwise.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 14th day of
December, 1999.
/s/ Thomas M. George
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Thomas M. George, Incorporator
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ORIGINAL APPOINTMENT OF AGENT
The undersigned, being the sole incorporator of SEAGATE II, INC. (the
"Corporation"), hereby appoints CT CORPORATION SYSTEM, to be the statutory agent
upon whom any process, notice of demand required or permitted by statute to be
served upon the Corporation may be served. The complete address of the agent is:
1300 East Ninth Street,
Suite 1010
Cleveland, OH 44114
Dated: December 14, 1999 /s/ Thomas M. George
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Thomas M. George, Incorporator
Cleveland, Ohio
December 15th, 1999
The undersigned, Charlotte Renee Cruz, Asst. Secretary, authorized
representative of CT CORPORATION SYSTEM, named herein as the statutory agent for
SEAGATE II, INC., hereby acknowledges and accepts the appointment of statutory
agent for said Corporation.
CT CORPORATION SYSTEM
By: /s/ Charlotte Renee Cruz.
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Charlotte Renee Cruz. Asst. Secretary