Exhibit 3.11
RESTATED
CERTIFICATE OF INCORPORATION
OF
CHECKER MOTORS CORPORATION
The following shall constitute the Restated Certificate of
Incorporation of Checker Motors Corporation:
1. NAME. The name of the corporation is CHECKER MOTORS
CORPORATION (hereinafter called the "Corporation").
2. PURPOSE. The Corporation may engage in any activity within
the purposes for which corporations may be organized under the New Jersey
Business Corporation Act.
3. NUMBER OF SHARES. The aggregate number of shares which the
Corporation shall have authority to issue is: one thousand (1,000), all of
which shall be Common Shares of the par value of one dollar ($1.00) each.
4. OFFICE AND REGISTERED AGENT. The address of the
Corporation's current registered office is 156 West State Street in the City of
Trenton, County of Mercer and State of New Jersey. The name of its current
registered agent at that address is United States Corporation Company.
5. NUMBER OF DIRECTORS; NAMES AND ADDRESSES OF CURRENT
DIRECTORS. The number of Directors constituting the current board of directors
is four (4) and the names and addresses of the persons who serve as such
directors are:
NAME ADDRESS
---- -------
David R. Markin c/o Checker Motors Corporation
2016 North Pitcher Street
Kalamazoo, Michigan 49007
Wilmer J. Thomas, Jr. 420 East 54th Street
New York, New York 10022
Allan R. Tessler c/o Shea & Gould
330 Madison Avenue
New York, New York 10017
Martin L. Solomon 131 East 69th Street
New York, New York 10021
6. Each person, now or hereafter a director or officer of the
Corporation, shall be indemnified by the Corporation against all costs and legal
or other expenses, including costs or amount of settlement, reasonably incurred
by or imposed upon him in connection with or resulting from any claim, action,
suit or proceeding to which he is or may be made a party by reason of his being
or having been a director or officer of the Corporation (whether or not a
director of officer at the time such costs or expenses are incurred by or
imposed by him), to the fullest extent permitted by Section 14A:3-5 of the New
Jersey Business Corporation Act or any successor statute. The right of
indemnification herein provided shall not be exclusive of other rights to which
any such person may be entitled as a matter of law.
7. DURATION. The duration of the Corporation is perpetual.
IN WITNESS WHEREOF, the undersigned has executed this RESTATED
CERTIFICATE OF INCORPORATION this 11th day of March, 1986.
CHECKER MOTORS CORPORATION
By:
---------------------------------
Richard A. Yealin, Vice President
CERTIFICATE OF MERGER
OF
YELLOW CAB COMPANY
and
CHECKER TAXI COMPANY, INC.
INTO
CHECKER MOTORS CORPORATION
To: The Secretary of State
State of New Jersey
Pursuant to the provisions of Title 14A of the New Jersey Business
Corporation Act, the undersigned corporations hereby execute the following
Certificate of Merger.
1. Checker Motors Corporation ("Motors"), a corporation organized
and existing under the laws of the State of New Jersey and owning all of the
outstanding shares of each class and series of Yellow Cab Company ("Yellow") and
Checker Taxi Company Inc. ("Taxi"), its subsidiary corporations organized and
existing under the laws of the States of Maine and New York, respectively,
hereby agrees to the merger of these two subsidiary corporations into Motors,
which is hereinafter designated as the "Surviving Corporation."
2. The total authorized capital stock of the Surviving
Corporation shall be 1,000 shares of Common Stock, par value $1.00 per share.
3. The address of the Surviving Corporation's
registered office is 156 West State Street, Trenton, County of Mercer, New
Jersey 08625 and the name of its registered agent at such address is the United
States Corporation Company.
4. The Plan of Merger attached hereto as Exhibit A was approved
by the Boards of Directors of the undersigned corporations.
5. The number of outstanding shares of each class and series of
the subsidiary corporation party to the merger, and the number of such shares of
each class and series owned by the parent corporation, is as follows:
Name of No. of Shares No. of Shares
Subsidiary Class Series Outstanding Owned by Parent
- ---------- ----- ------ ------------- ---------------
Yellow Common N/A 76 76
Stock
Taxi Common N/A 2 2
Stock
6. This Certificate shall be effective upon the later of (i) the
date of its filing with the Secretary of State and (ii) December 31, 1987,
PROVIDED, that the effective date of this Certificate shall not be later than
thirty (30) days after the date of filing.
7. The laws of New York and Maine, the states under which Taxi
and Yellow, respectively, are organized, permit such merger and have been, or
upon compliance with filing and recording requirements, will have been complied
with.
IN WITNESS WHEREOF, each of the undersigned corporations has caused
this Certificate of Merger to be executed in its respective name by its
respective Vice President as of the 28th day of December, 1987.
CHECKER MOTORS CORPORATION
By:
----------------------------
Allan R. Tessler
Vice President
Attest:
By:
---------------------------
Mark L. Friedman
Assistant Secretary
YELLOW CAB COMPANY
By:
----------------------------
Allan R. Tessler
Vice President
Attest:
By:
---------------------------
Mark L. Friedman
Assistant Secretary
CHECKER TAXI COMPANY INC.
By:
----------------------------
Allan R. Tessler
Vice President
Attest:
By:
---------------------------
Mark L. Friedman
Assistant Secretary
AGREEMENT
AND
PLAN OF MERGER
OF
YELLOW CAB COMPANY
and
CHECKER TAXI COMPANY INC.
INTO
CHECKER MOTORS CORPORATION
AGREEMENT AND PLAN OF MERGER dated December 28, 1987 among Yellow
Cab Company, a Maine Corporation ("Yellow"), Checker Taxi Company Inc., a New
York corporation ("Taxi") (sometimes hereinafter collectively referred to as the
"Terminating Corporations"), and Checker Motors Corporation (sometimes
hereinafter referred to as "Motors"). The parties hereby agree as follows:
1. Upon the effective date of the merger, the Terminating
Corporations shall, pursuant to the provisions of the New Jersey Business
Corporation Act, the Maine Business Corporation Act, and the New York Business
Corporation Law be merged with and into Motors, which shall be the surviving
corporation (the "Surviving Corporation") and which shall continue to exist
under the name of Checker Motors Corporation. The separate corporate existence
of the Terminating Corporations shall cease upon the Effective Date of the
merger (the "Effective Date").
2. The Certificate of Incorporation of Motors, as in effect on
the Effective Date, shall continue in full force and effect as the Certificate
of Incorporation of the Surviving Corporation until changed or amended in the
manner prescribed by the provisions of the laws of the State of New Jersey. The
merger will effect no changes in the Certificate of Incorporation of Motors.
3. The by-laws of Motors, as in effect on the Effective Date,
shall continue in full force and effect as the by-laws of the Surviving
Corporation until altered or amended as therein or as otherwise provided under
the authority of the laws of the State of New Jersey.
4. The directors and officers of the Surviving Corporation upon
the Effective date shall be the members of the Board of Directors and the
officers of Motors, all of whom shall hold their directorships and offices until
the election and qualification of their respective successors or until their
tenure is otherwise terminated in accordance with the by-laws of the Surviving
Corporation.
5. The Terminating Corporations have outstanding only one class
of Common Stock. The number of outstanding shares of stock of the Terminating
Corporations is as follows:
Name Number % owned by Checker
---- ------ ------------------
Yellow 76 100%
Taxi 2 100%
6. All of the issued and outstanding shares of stock of the
Terminating Corporations immediately prior to the merger shall, upon the
Effective Date, be surrendered and canceled. The shares of Motors shall not be
converted, but each share of Motors which is issued and outstanding as of the
Effective Date shall continue to represent one issued and outstanding share of
stock of the Surviving Corporation.
7. The Terminating Corporations and Motors that stipulate that
they will cause to be executed, filed and recorded any documents prescribed by
the laws of the States of Maine, New Jersey and New York and that they will
cause to be performed all necessary acts within the States of Maine, New Jersey,
and New York and elsewhere to effectuate the merger.
8. The Board of Directors and the proper officers of the
Terminating Corporations and Motors are hereby authorized, empowered and
directed to do any and all acts and things, and to make, execute, deliver, file
and record any and all instruments, papers documents which shall be or become
necessary, proper or convenient to carry out or put into effect any of the
provisions of this Agreement and Plan of Merger or of the merger herein provided
for.
9. This Agreement and Plan of Merger shall be governed by the
laws of the State of New Jersey without giving effect to conflicts of laws.
CHECKER MOTORS CORPORATION
By:
-----------------------
Allan R. Tessler
YELLOW CAB COMPANY
By:
-----------------------
Allan R. Tessler
CHECKER TAXI COMPANY INC.
By:
-----------------------
Allan R. Tessler
CERTIFICATE OF MERGER
OF
CHECKER HOLDING CORPORATION
INTO
CHECKER MOTORS CORPORATION
To: The Secretary of State
State of New Jersey
Pursuant to the provisions of Title 14A of the New Jersey Business
Corporation Act, the undersigned corporations hereby execute the following
Certificate of Merger.
1. Checker Holding Corporation ("Holding"), a corporation
organized and existing under the laws of the State of Delaware, and owning all
of the outstanding shares of each class and series of Checker Motors Corporation
("Motors"), its subsidiary corporation organized and existing under the laws of
the State of New Jersey, hereby agrees to merge itself into Motors, which is
hereinafter designated as the "Surviving Corporation."
2. The total authorized capital stock of the Surviving
Corporation shall be 1,000 shares of Common Stock, par value $1.00, all of the
same class.
3. The address of the Surviving Corporation's registered office
is 156 West State Street, Trenton, County of Mercer, New Jersey 08625 and the
name of its registered agent at such address is the United States Corporation
Company.
4. The Plan of Merger attached hereto as Exhibit A was
approved by the Boards of Directors of Holding and Motors and by the
stockholders of Holding and Motors.
5. (a) 2,000 shares of Common Stock of Holding, all of one class
are entitled to vote and entitled to vote on the Plan of Merger, and all of
which shares of Common Stock of Holding voted for the Plan of Merger.
(b) Twenty-two shares of Common Stock of Motors, which are
all owned by Holding, all of one class are entitled to vote and entitled to vote
on the Plan of Merger, and all of which shares of Common Stock of Motors voted
for the Plan of Merger.
6. The number of outstanding shares of each class and series of
the subsidiary corporation party to the merger, and the number of such shares of
each class and series owned by the parent corporation, is as follows:
Name of No. of Shares No. of Shares
Subsidiary Class Series Outstanding Owned by Parent
- ---------- ----- ------ ------------- ---------------
Motors Common N/A 22 22
Stock
7. This Certificate shall be effective upon the later of (i) the
date of its filing with the Secretary of State and (ii) December 31, 1987,
PROVIDED, that the effective date of this Certificate shall not be later than
thirty (30) days after the date of filing.
8. The laws of Delaware, the state under which Holding was
organized, permit such merger and have been, or upon compliance with filing and
recording requirements, will have been complied with.
IN WITNESS WHEREOF, each of the undersigned corporations has caused
this Certificate of Merger to be executed in its respective name by its
respective Vice President as of the 28th day of December, 1987.
CHECKER HOLDING CORPORATION
By:
------------------------
Allan R. Tessler
Vice President
Attest:
By:
---------------------------
Mark L. Friedman
Assistant Secretary
CHECKER MOTORS CORPORATION
By:
-----------------------
Allan R. Tessler
Vice President
Attest:
By:
---------------------------
Mark L. Friedman
Assistant Secretary
AGREEMENT
AND
PLAN OF MERGER
OF
CHECKER HOLDING CORPORATION
INTO
CHECKER MOTORS CORPORATION
AGREEMENT AND PLAN OF MERGER dated December 28, 1987 between Checker
Holding Corporation, a Delaware corporation (sometimes hereinafter collectively
referred to as the "Terminating Corporation"), and Checker Motors Corporation
(sometimes hereinafter referred to as "Motors"). The parties hereby agree as
follows:
1. Upon the effective date of the merger, the Terminating
Corporation shall, pursuant to the provisions of the Delaware General
Corporation Law and the New Jersey Business Corporation Act, be merged with and
into Motors, which shall be the surviving corporation ("the Surviving
Corporation") and which shall continue to exist under the name of Checker Motors
Corporation. The separate corporate existence of the Terminating Corporation
shall cease upon the Effective Date of the merger (the "Effective Date").
2. The Certificate of Incorporation of Motors, as in effect on
the Effective Date, shall continue in full force and effect as the Certificate
of Incorporation of the Surviving
Corporation until changed or amended in the manner prescribed by the provisions
of the laws of the State of New Jersey. The merger will effect no changes in
the Certificate of Incorporation of Motors.
3. The by-laws of Motors, as in effect on the Effective Date,
shall continue in full force and effect as the by-laws of the Surviving
Corporation until altered or amended as therein or as otherwise provided under
the authority of the laws of the State of New Jersey.
4. The directors and officers of the Surviving Corporation upon
the Effective date shall be the members of the Board of Directors and the
officers of Motors, all of whom shall hold their directorships and offices until
the election and qualification of their respective successors or until their
tenure is otherwise terminated in accordance with the by-laws of the Surviving
Corporation.
5. The Terminating Corporation has outstanding 2,000 shares of
Common Stock, all of one class.
6. All of the issued and outstanding shares of stock of the
Terminating Corporation immediately prior to the merger shall, upon the
Effective Date, be surrendered and each share of stock of the Terminating
Corporation which is issued and outstanding and so surrendered as of the
Effective Date shall be exchanged into and shall represent one-half issued and
outstanding shares of stock of the Surviving Corporation. All of issued and
outstanding shares of stock of Motors immediately prior to the merger shall,
upon the
Effective Date, be surrendered and canceled.
7. The Terminating Corporation and Motors stipulate that they
will cause to be executed, filed and recorded any documents prescribed by the
laws of the States of Delaware and New Jersey and that they will cause to be
performed all necessary acts within the State of Delaware and New Jersey and
elsewhere to effectuate the merger.
8. The Boards of Directors and the proper officers of the
Terminating Corporation and Motors are hereby authorized, empowered and directed
to do any and all acts and things, and to make, execute, deliver, file and
record any and all instruments, papers documents which shall be or become
necessary, proper or convenient to carry out or put into effect any of the
provisions of this Agreement and Plan of Merger or of the merger herein provided
for.
CHECKER MOTORS CORPORATION
By:
------------------------
Allan R. Tessler
CHECKER HOLDING CORPORATION
By:
------------------------
Allan R. Tessler