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EXHIBIT 3.11
ARTICLES OF INCORPORATION
OF
GBC METALS CORP.
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I, the person hereinafter named as incorporator, for the purpose of
associating to establish a corporation, under the provisions and subject to the
requirements of Title 7, Chapter 78 of Nevada Revised Statutes, and the acts
amendatory thereof, and hereinafter sometimes referred to as the General
Corporation Law of the State of Nevada, do hereby adopt and make the following
Articles of Incorporation:
FIRST: The name of the corporation (hereinafter called the corporation)
is GBC METALS CORP.
SECOND: The name of the corporation's resident agent in the State
of Nevada is The Prentice-Hall Corporation System, Nevada, Inc., and the street
address of the said resident agent where process may be served on the
corporation is 502 East John Street, Carson City 89706.
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NO PAR SHARES
THIRD: The number of shares the corporation is authorized to issue is
100, all of which are without nominal or par value. All such shares are of one
class and are designated as Common Stock.
FOURTH: The governing board of the corporation shall be styled as a
"Board of Directors", and any member of said Board shall be styled as a
"Director."
The number of members constituting the first Board of Directors of the
corporation is three (3); and the name and the post office box or street
address, either residence or business, of each of said members are as follows:
NAME ADDRESS
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Rudolph Grua One GBC Plaza
Northbrook, Illinois 60062
Steven Rubin One GBC Plaza
Northbrook, Illinois 60062
William N. Lane, III One GBC Plaza
Northbrook, Illinois 60062
The number of directors of the corporation may be increased or decreased
in the manner provided in the Bylaws of the
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corporation; provided, that the number of directors shall never be less than
one. In the interim between elections of directors by stockholders entitled to
vote, all vacancies, including vacancies caused by an increase in the number of
directors and including vacancies resulting from the removal of directors by
the stockholders entitled to vote which are not filled by said stockholders,
may be filled by the remaining directors, though less than a quorum.
FIFTH: The name and the post office box or street address, either
residence or business, of the incorporator signing these Articles of
Incorporation are as follows:
NAME ADDRESS
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Mark E. Dapier One GBC Plaza
Northbrook, Illinois 60062
SIXTH: The corporation shall have perpetual existence.
SEVENTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the General Corporation
Law of the State of Nevada, as the same may be amended and supplemented.
EIGHTH: The corporation shall, to the fullest extent permitted by the
General Corporation Law of the State of Nevada, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said Law from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said Law, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote 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 who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
NINTH: The corporation's purpose shall be to engage in any lawful
activity for which corporations may be incorporated under the Nevada General
Corporation Law and specifically its purpose shall be to engage in the
manufacture and sale of ring metals.
The foregoing provisions of this Article NINTH shall be construed both
as purposes and powers and each as an independent purpose and power. The
foregoing enumeration of specific purposes and powers shall not be held to
limit or restrict in any manner the purposes and powers of the corporation, and
the purposes and powers herein specified shall, except when otherwise
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provided in this Article NINTH, be in no wise limited or restricted by
reference to, or inference from, the terms of any provision of this or any
other Article of these Articles of Incorporation; provided, that the
corporation shall not carry on any business or exercise any power in any state,
territory, or country which under the laws thereof the corporation may not
lawfully carry on or exercise.
TENTH: The corporation reserves the right to amend, alter, change, or
repeal any provision contained in these Articles of Incorporation in the manner
now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, I do hereby execute these Articles of Incorporation
on November 5, 1991.
/s/ MARK E. DAPIER
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