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EXHIBIT 3.11
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MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
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Date Received (FOR BUREAU USE ONLY)
This document is effective on the date filed, unless
a subsequent effective date within 90 days after
received date is stated in the document.
Name
PAUL LIEBERMAN, P.C.
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Address
1471 S. Woodward, Suite 250 City
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State Zip Code
Bloomfield Hills, Michigan 48302 EFFECTIVE DATE:
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Document will be returned to the name and address you enter above.
If left blank document will be mailed to the registered office.
CID Number: ______________
ARTICLES OF INCORPORATION
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For use by domestic profit corporations
Pursuant to the provisions of Act 284, Public Acts of 1972, as
amended, the undersigned corporation executes the following Articles:
ARTICLE I
The name of the corporation is: Venture EU Corporation
ARTICLE II
The purpose or purposes for which the corporation is formed is to
engage in any activity within the purposes for which corporations may be formed
under the Business Corporation Act of Michigan.
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ARTICLE III
The total number of shares of authorized shares:
1. Common Shares 60,000 .
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2. Preferred Shares .
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3. A Statement of all or any of the relative rights, preferences and
limitations of each class is as follows:
ARTICLE IV
1. The address and the mailing address of the initial registered office is:
33662 James J. Pompo Drive, Fraser, Michigan 48026
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2. The mailing address of the registered office, if different than above:
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3. The name of the resident agent at the registered office is:
Robert Silverman
ARTICLE V
The name(s) and address(es) of the incorporator(s) is (are) as follows:
Name Residence or Business Address
Paul Lieberman 1471 S. Woodward Ave., Ste. 250 Bloomfield,
MI 48302
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ARTICLE VI
When a compromise or arrangement or a plan of reorganization of this
corporation is proposed between this corporation and its creditors or any class
of them or between this corporation and its shareholders or any class of them, a
court of equity jurisdiction within the state, on application of this
corporation or of a creditor or shareholder thereof, or on application of a
receiver appointed for the corporation, may order a meeting of the creditors or
class of creditors or of the shareholders or class of shareholders to be
affected by the proposed compromise or arrangement or reorganization, to be
summoned in such manner as the court directs. If a majority in number
representing 3/4 in value of the creditors or class of creditors, or of the
shareholders or class of shareholders to be affected by the proposed compromise
or arrangement
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or a reorganization, agree to a compromise or arrangement or a reorganization of
this corporation as a consequence of the compromise or arrangement, the
compromise or arrangement and the reorganization, if sanctioned by the court to
which the application has been made, shall be binding on all the creditors or
class of creditors, or on all the shareholders or class of shareholders and also
on this corporation.
ARTICLE VII
Any action required or permitted by the Act to be taken at an annual or
special meeting of shareholders may be taken without a meeting, without prior
notice, and without a vote, if consents in writing, setting forth the action so
taken, are signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take the action
at a meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to
shareholders who would have not consented in writing.
I (We), the incorporator(s) sign my (our) name(s) this 13th day of May, 1999.
/s/ Paul Lieberman
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Name of person or organization Preparer's name and business
remitting fees: telephone number:
Paul Lieberman, P.C. Paul Lieberman
(248) 335-4000
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