Exhibit 3.11
ARTICLES OF INCORPORATION
OF
HENREDON TRANSPORTATION COMPANY
The undersigned, being of the age of eighteen (18) years or more, does
hereby make and acknowledge these Articles of Incorporation for the purpose of
forming a business corporation under and by virtue of the laws of the State of
North Carolina.
1. The name of the corporation is: Henredon Transportation Company.
2. The period of duration of the corporation is perpetual.
3. The purposes for which this corporation is organized are:
(a) To own, lease, or otherwise operate motor vehicles ofr transporting
property as a common or contract carrier for compensation over and
upon the public highways of North Carolina and all other states; to
arrange for transportation by other common carriers or contract
carriers either by motor vehicle, rail, or otherwise; to trip-lease
tractors and trailers from and to other common or contract carriers;
to own, control, lease, or otherwise operate offices, garages, and
terminal yards in connection with the aforementioned business; to
own, obtain, purchase, or lease certificates of public convenience
and necessity, and permits authorizing such operations as granted by
the North Carolina Utilities Commission, the Interstate Commerce
Commission, and the various commissions of other states having
authority to issue same; and to do all acts and things necessary,
convenient, expedient, or incident to carrying out the purpose of
operating a motor truck line, engaging in the business of a broker,
and engaging in the business of preparing property so that it may be
moved by other transportation agencies. It is further the purpose of
this corporation to transport or
arrange for the transportation of property of all types.
(b) To engage in any lawful act or activity for which corporations may
be organized under Chapter 55 of the General Statutes of North
Carolina, and nothing contained herein shall in any way limit or
restrict or take away from this corporation the general powers
granted to it under and by virtue of the provisions of Chapter 55 of
the General Statutes of North Carolina and the several amendments
thereto.
4. The total authorized capital stock of this corporation shall be One
Hundred Thousand Dollars ($100,000.00) to consist of One Hundred Thousand
(100,000) shares of common stock of a par value of One Dollar ($1.00) each.
5. The minimum amount of consideration to be received by the corporation
for its shares before it shall commence business is One Thousand Dollars
($1000.00) in cash or property of equivalent value.
6. The shareholders of the corporation shall not have the preemptive right
to acquire additional or treasury shares of the corporation.
7. The initial registered office of the corporation shall be located at
the corporate offices of Henredon Furniture Industries, Inc. at Henredon Road,
Post Office Box 70, Morganton, Burke County, North Carolina 28655 and the name
of its initial registered agent at such address is B.B. Isaacs.
8. The number of directors of this corporation constituting the Board of
Directors shall be as set forth in the bylaws, but shall not be less than three
(3) unless there are fewer than three (3) shareholders of the corporation, in
which event the number of directors may be the same as the number of
shareholders. The names and addresses of the persons constituting the initial
Board of Directors who shall serve as directors until the first meeting of
shareholders or until successors shall be duly elected and qualified are as
follows:
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Name Address
---- -------
Thomas Luckadoo Henredon Road
Post Office Box 70
Morganton, NC 28655
B.B. Isaacs Henredon Road
Post Office Box 70
Morganton, NC 28655
John N. Jokinen Henredon Road
Post Office Box 70
Morganton, NC 28655
9. The name and address of the incorporator is
Name Address
---- -------
James M. Iseman, Jr 1001 West Fourth Street
Winston-Salem, NC 27101
Witness my hand and seal this the 5th day of March, 1982.
/s/James M. Iseman, Jr.
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James M. Iseman, Jr.
STATE OF NORTH CAROLINA )
)
COUNTY OF FORSYTH )
I, Matilda M. Omwake, a notary public, do hereby certify that James M.
Iseman, Jr. personally appeared before me this 5th day of March, 1982, and
acknowledged the due execution of the foregoing Articles of Incorporation.
/s/Matilda M. Omwake
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Notary Public
My Commission Expires:
-----------------------------------
December 25, 1983 [Seal] OFFICIAL SEAL
- ---------------------- Notary Public, North Carolina
County of Forsyth
Matilda M. Omwake
My commission expires Dec. 25, 1983
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