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EXHIBIT 3.11
CERTIFICATE OF INCORPORATION
JCS REALTY CORP.
Under Section 402 of the Business Corporation Law.
The undersigned, for the purpose of forming a corporation
pursuant to Section 402 of the Business Corporation Law of the State of New
York, does hereby certify and set forth:
FIRST: The name of the corporation is JCS REALTY CORP.
SECOND: The purposes for which the corporation is formed are:
To engage in any lawful act or activity for which corporations
may be organized under the business corporation law, provided that the
corporation is not formed to engage in any act or activity which requires the
act or approval of any state official, department, board, agency or other body
without such approval or consent being first obtained.
Directly, or through ownership of stock in any corporation, to
purchase, lease, rent, exchange, or otherwise acquire real estate and property,
either improved or unimproved, and any interest therein; to own, hold, control,
maintain, manage and develop the same; to erect, construct, maintain, improve,
rebuild, enlarge, alter, manage, operate and control all kinds of buildings,
houses, hotels, apartments, motels, stores, offices, warehouses, mills, shops,
factories and plants and all structures or erections of any description on any
lands owned, held, rented or leased by the corporation, or upon any other lands;
to lease or sublet offices, stores, apartments and
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other space in such building or buildings, and to sell, rent, lease, sublet,
mortgage, exchange, assign, transfer, convey, pledge, alienate or otherwise
dispose of any such real estate and property, and any interest therein.
To acquire by purchase, lease or manufacture, or otherwise,
any personal property deemed necessary or proper or useful in the equipment,
furnishing, improvement, development or management of any property, real or
personal, at any time owned, held or occupied by the corporation and to invest,
trade and deal in any personal property deemed beneficial to the corporation,
and to mortgage, pledge, sell, let or otherwise dispose of any personal property
at any time owned or held by the corporation.
To purchase or otherwise acquire, hold, exchange, pledge,
hypothecate, sell, deal in and dispose of mortgages covering any kind of real
and personal property, tax liens and transfers of tax liens on real estate.
To make, enter into, perform and arrange for carrying out,
contracts for constructing, building, altering, improving, repairing,
decorating, maintaining, furnishing and fitting up buildings, tenements and
structures of every description, and to advance money to and enter into
agreements of all kinds with building contractors, property owners and others,
for said purpose.
To acquire by purchase, subscription, underwriting or
otherwise, and to own, hold for investment, or otherwise, and to use, sell,
assign, transfer, mortgage, pledge, exchange or otherwise dispose of real and
personal property of every sort and description and wheresoever situated,
including shares of stock, bonds, debentures,
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notes, scrip, securities, evidences of indebtedness, contracts or obligations of
any corporation or association, whether domestic or foreign, or of any firm or
individual or of the United States or any state, territory or dependency of the
United States or any foreign country, or any municipality or local authority
within or without the United States, and also to issue in exchange therefor,
stocks, bonds, or other securities or evidences of indebtedness of this
corporation and, while the owner or holder of any such property, to receive,
collect and dispose of the interest, dividends and income on or from such
property and to possess and exercise in respect thereto all of the rights,
powers and privileges of ownership, including all voting powers thereon.
To construct, build, purchase, lease or otherwise acquire,
equip, hold, own, improve, develop, manage, maintain, control, operate, lease,
mortgage, create liens upon, sell, convey or otherwise dispose of and turn to
account, any and all plants, machinery, works, implements and things or
property, real and personal, of every kind and description, incidental to,
connected with, or suitable, necessary or convenient for any of the purposes
enumerated herein, including all or any part or parts of the properties, assets,
business and good will of any persons, firms, associations or corporations.
The powers, rights and privileges provided in this certificate
are not to be deemed to be in limitation of similar, other or additional powers,
rights and privileges granted or permitted to a corporation by the Business
Corporation Law, it being intended that this corporation shall have all the
rights, powers and privileges granted or permitted to a corporation by such
statute.
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THIRD: The office of the corporation is to be located in the
County of Westchester, State of New York.
FOURTH: The aggregate number of shares which the corporation
shall have the authority to issue is Two Hundred (200), all of which shall be
without par value.
FIFTH: The Secretary of State is designated as the agent of
the corporation upon whom process against it may be served. The post office
address to which the Secretary of State shall mail a copy of any process against
the corporation served on him is:
Stuart S. Stengel, Esq.
317 North Avenue
New Rochelle, New York, 10801
SIXTH: The personal liability of directors to the corporation
or its shareholders for damages for any breach of duty in such capacity is
hereby eliminated except that such personal liability shall not be eliminated if
a judgement or other financial adjudication adverse to such director establishes
that his acts or omissions were in bad faith or involved intentional misconduct
or a knowing violation of law or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled or that his acts
violated Section 719 of the Business Corporation Law.
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IN WITNESS WHEREOF, this certificate had been subscribed to
this 7th day of October, 1987, by the undersigned who affirms that the
statements made herein are true under penalties of perjury.
/s/ GERALD WEINBERG
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GERALD WEINBERG
90 State Street
Albany, New York
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