Exhibit 3.11
CERTIFICATE OF INCORPORATION
OF
CCH I CAPITAL CORP.
1. The name of the Corporation is CCHI Capital Corp.
2. The address of the registered office of the Corporation in the State of
Delaware is the 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808,
County of New Castle. The name of its registered agent at such address is
Corporation Service Company.
3. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
4. The Corporation is authorized to issue One Hundred (100) shares of
Common Stock with a par value of $.01 per share.
5. The Corporation is to have perpetual existence.
6. The number of directors which shall constitute the whole Board of
Directors shall be fixed by and to the manner provided in the Bylaws of the
Corporation.
7. In furtherance and not In limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, repeal, alter, amend and
rescind the Bylaws of the Corporation.
8. Election of directors at an annual or special meeting of the
stockholders need not be by written ballot unless the Bylaws of the Corporation
shall so provide.
9. No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that this Section 9 shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of the law, (iii) under Section 174 of the General Corporation Law of the State
of Delaware, or (iv) for any transaction from which the
State of Delaware
Secretary of State
Division of Corporations
Delivered 06:46 PM 07/09/2003
FILED 06:25 PM 07/09/2003
SRV 030452460 - 3679934 FILE
director derives an improper personal benefit. If the General Corporation Law of
the State of Delaware is amended after the date of filing of this Certificate of
Incorporation to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing in respect of any act or
omission occurring prior to the time of such repeal or modification.
10. The Corporation shall, to the fullest extent now or hereafter 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.
11. 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 statute, and all rights conferred on stockholders
herein are granted subject to this reservation.
12. The name and mailing address of the incorporator of the Corporation is:
Name Mailing Address
- ---- ---------------
Janeen G. Domagalski 12405 Powerscourt Drive
St. Louis, Missouri 63131-3660
IN WITNESS WHEREOF, this Certificate has been signed on this 9th day of
July, 2003
/s/ Janeen G. Domagalski
----------------------------------------
Janeen G. Domagalski, Incorporator
2
CERTIFICATE OF INCORPORATION
OF
CCH I CAPITAL CORP.
1. The name of the Corporation is CCH I Capital Corp.
2. The address of the registered office of the Corporation in the State of
Delaware is the 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808,
County of New Castle. The name of its registered agent at such address is
Corporation Service Company.
3. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
4. The Corporation is authorized to issue One Hundred (100) shares of
Common Stock with a par value of $.01 per share.
5. The Corporation is to have perpetual existence.
6. The number of directors which shall constitute the whole Board of
Directors shall be fixed by and in the manner provided in the Bylaws of the
Corporation.
7. In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, repeal, alter, amend and
rescind the Bylaws of the Corporation.
8. Election of directors at an annual or special meeting of the
stockholders need not be by written ballot unless the Bylaws of the Corporation
shall so provide.
9. No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that this Section 9 shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of the law, (iii) under Section 174 of the General Corporation Law of the State
of Delaware, or (iv) for any transaction from which the
director derives an improper personal benefit. If the General Corporation Law of
the State of Delaware is amended after the date of filing of this Certificate of
Incorporation to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing in respect of any act or
omission occurring prior to the time of such repeal or modification.
10. The Corporation shall, to the fullest extent now or hereafter 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.
11. 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 statute, and all rights conferred on stockholders
herein are granted subject to this reservation.
12. The name and mailing address of the incorporator of the Corporation is:
Name Mailing Address
- ---- ---------------
Janeen G. Domagalski 12405 Powerscourt Drive
St. Louis, Missouri 63131-3660
IN WITNESS WHEREOF, this Certificate has been signed on this 9th day of
July, 2003.
/s/ Janeen G. Domagalski
----------------------------------------
Janeen G. Domagalski, Incorporator
2