Exhibit 3.11
ARTICLES OF INCORPORATION
(Attach conformed copy.)
[ ] PROFIT [ ] NONPROFIT
(Mark Appropriate Box)
The undersigned persons, pursuant to Section 79-4.2.02 (if a profit
corporation) of Section 79-11-137 (if a nonprofit corporation) of the
Mississippi Code of 1972, hereby execute the following document and set forth:
FILED
DEC 22 1992
***
SECRETARY OF STATE
1. The name of the corporation is
Pioneer, Inc.
2. Domicile address is None
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street
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city /state/county/***
3. FOR NON-PROFITS ONLY. The period of duration is _______ years or _______ ***
4. (a) The number (and classes, if any) of shares the corporation is authorized
to issue is (are) as follows (THIS IS FOR PROFIT ONLY):
Class(es) No. of Shares Authorized
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Common Stock 100
4. (b) If more than one (1) class of shares is authorized, the preferences, ***
and relative rights of each class are as follows:
5. The street address of its initial registered office is
c/o The Prentice-Hall Corporation System, Inc.
506 South President Street, Jackson, Mississippi 39201
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STREET
Jackson, Mississippi 39205
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CITY/STATE/***
and the name of its useful registered agent at such address is
The Prentice-Hall Corporation System, Inc.
6. The name and complete address of each incorporator is as follows (PLEASE TYPE
OR PRINT):
Samantha E. Baidt, Esq.
1585 Broadway, New York, New York 10036
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NAME/STREET ADDRESS/CITY/STATE/ZIP
7. Other provisions: See rider
Executed on December 18, 1992 /s/ [ILLEGIBLE]
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[ILLEGIBLE]
RIDER
7A. LIMITATION OF DIRECTORS' LIABILITY, INDEMNIFICATION AND DENIAL OF CUMULATIVE
VOTING.
1. The liability of the directors of the corporation is eliminated
to the fullest extent permitted by the provisions of the Mississippi
Business Corporation Act, as the same may be amended and supplemented.
2. The corporation shall, to the fullest extent permitted by the
provisions of the Mississippi Business Corporation Act, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have
power to indemnify under said provisions from and against any and all of
the expenses, liabilities, or other matters referred to in or covered by
said provisions, and the indemnification provided for herein shall not be
deemed exclusive of any other rights to which those indemnified may be
entitled under any by-law, vote of shareholders 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 person.
3. Shareholders shall not have the right to cumulate their votes.
7B. DENIAL OF PREEMPTIVE RIGHTS
No holder of any of the shares of any class of the corporation shall
be entitled as of right to subscribe for, purchase, or otherwise acquire
any shares of any class of the corporation which the corporation proposes
to issue or any rights or options which the corporation proposes to grant
for the purchase of shares of any class of the corporation or for the
purchase of any shares, bonds, securities, or obligations of the
corporation which are convertible into or exchangeable for, or which carry
any rights, to subscribe for, purchase, or otherwise acquire shares of any
class of the corporation; and any and all of such shares, bonds,
securities, or obligations of the corporation, whether now or hereafter
authorized or created, may be issued, or may be reissued if the same have
been reacquired and if their reissue is not prohibited, and any and all of
such rights and options may be granted by the Board of Directors to such
individuals and entities, and for such lawful consideration, and on such
terms, as the Board of Directors, in its discretion may determine, without
first offering the same, or any thereof, to any said holder.