Exhibit 3.11
CERTIFICATE OF INCORPORATION
OF
BLUEHALL INCORPORATED
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1. The name of the Corporation is
BLUEHALL INCORPORATED
2. The address of its registered office in the State of
Delaware is The Prentice-Hall Corporation System, Inc., 229 South State St., in
the City of Dover, County of Kent. The name of its registered agent at such
address is The Prentice-Hall Corporation System, Inc.
3. The nature of the business and the purposes of the
Corporation to be conducted or promoted are:
a. To engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
b. To conduct its business in any of the states,
territories, colonies or dependencies of the United States, and in any and all
foreign countries; to have one or more offices therein, and to hold, purchase
and convey real and personal property, both within and without the State of
Delaware and without limit as to amount.
c. Without in any manner limiting any of the objects
and powers of the Corporation, but in furtherance thereof, it is hereby
expressly declared and provided that the Corporation shall have power to acquire
and undertake the goodwill, property, rights, franchises and assets of every
kind, and the liabilities, of any person,
firm, association or corporation, in whole or in part, and pay for the same in
cash, stock or bonds of the Corporation or otherwise; to enter into, make,
perform and carry out contracts of every kind and for any lawful purpose; to
make and issue its bonds, debentures, promissory notes and other negotiable
instruments, and to pledge any stock, bonds or obligations, or mortgage any
property which may be acquired by it to secure the same, to guarantee any
dividends, bonds, contracts or other obligations; to purchase, hold and reissue
the shares of its capital stock, and to do any or all other things to the same
extent as natural persons might or could do in any part of the world.
4. The total number of shares of stock which the Corporation
shall have the authority to issue is:
a. One Thousand (1,000) shares of Common
Stock, par value $1.00 per share. No holder of Common Stock shall have any
preemptive right of subscription to any share of any class of stock or other
securities of the Corporation, whether now or hereafter authorized or issued.
Holders of such shares shall be entitled to one vote per share on all matters
upon which stockholders are entitled to vote.
b. One Thousand (1,000) shares of Preferred
Stock, no par value. No holder of Preferred Stock shall have any preemptive
right of subscription to any share of any class of stock or other securities of
the Corporation, whether now or hereafter authorized or issued. The Preferred
Stock, no par value, may be issued in one or more series, from time to time,
with such designations, preferences and relative participating, option or other
special rights and qualifications, limitations or restrictions thereon as may be
provided in a resolution or resolutions adopted by the Board of
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Directors of the Corporation. The authority of the Board of Directors of the
Corporation includes, but is not limited to, the determination or fixing of the
following with respect to the shares of each series of such Preferred Stock, no
par value, viz., (i) the number and designation of shares; (ii) the dividend
rate and whether the dividends are to be cumulative; (iii) whether shares are to
be redeemable and, if so, the terms and provisions applying thereto; (iv)
whether there shall be a sinking fund and, if so, the terms and provisions
applying thereto; (v) whether the shares should be convertible and, if so, the
terms and provisions applying thereto; (vi) rights upon liquidation; (vii) what,
if any, restrictions on the payment of dividends on other classes of stock shall
apply; (viii) what voting rights are to apply; and (ix) any other rights,
preferences and limitations. The Corporation may from time to time issue and
dispose of any of the authorized and unissued shares of Preferred Stock, no par
value, for such consideration as may be fixed from time to time by the Board of
Directors without action by the stockholders.
5. The name and mailing address of the incorporator is as
follows:
Name Mailing Address
Walter F.X. Healey 51 West 51st Street,
40th Floor
New York, New York 10019
6. The Corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to make,
alter or repeal the Bylaws of the Corporation.
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8. Elections of Directors need not be by written ballot unless
the Bylaws of the Corporation shall so provide. Meetings of stockholders may be
held within or without the State of Delaware, as the Bylaws may provide. The
books of the Corporation may be kept (subject to applicable law) outside the
State of Delaware at such place or places as may be designated from time to time
by the Board of Directors or in the Bylaws of the Corporation.
9. The Corporation shall, to the full extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as amended
from time to time, indemnify all persons whom it may indemnify pursuant thereto.
The indemnification herein provided for shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any Bylaw,
agreement, note of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person which has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such person.
The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have
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the power to indemnify him against such liability under the provisions of
Section 145 of the General Corporation Law of the State of Delaware.
10. The Corporation reserves the right to amend, alter, change
or repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by state law, and all rights conferred upon
stockholders herein are granted subject to this reservation.
Signed March 25, 1986 /s/ Walter F.X. Healy
______________________________________
Walter F.X. Healy
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