EXHIBIT 3.11
CERTIFICATE OF INCORPORATION
STOCK CORPORATION
OFFICE OF THE SECRETARY OF THE STATE
30 TRINITY STREET/P.O. BOX 150470/HARTFORD, CT 06115-0470/NEW 1-97
1. NAME OF CORPORATION:
OIS, INC.
2. TOTAL NUMBER OF AUTHORIZED SHARES: 20,000
If the corporation has more than one class of shares, it must designate
each class and the number of shares authorized within each class below
CLASS NUMBER OF SHARES PER CLASS
----- --------------------------
COMMON VOTING 10,000
COMMON NON-VOTING 10,000
3. TERMS, LIMITATIONS, RELATIVE RIGHTS AND PREFERENCES OF EACH CLASS OF SHARES
AND SERIES THEREOF PURSUANT TO CONN. GEN. STAT. SECTION 33-665:
SEE ATTACHED EXHIBIT A
4. APPOINTMENT OF REGISTERED AGENT
Print or type name of agent: Business/initial registered office address:
RICHARD A. SIEGAL c/o Cummings & Lockwood
Four Stamford Plaza
P.O. Box 120
Stamford, CT 06904-0120
Residence address:
141 Newton Road
Woodbridge, CT 06525
ACCEPTANCE OF APPOINTMENT
/s/ Richard A. Siegal
---------------------
Signature of agent
5. OTHER PROVISIONS:
6. EXECUTION
Dated this 3rd day of November, 1998
Certificate must be signed by each incorporator.
PRINT OR TYPE NAME OF
INCORPORATOR(S) SIGNATURE(S) COMPLETE ADDRESS(ES)
- --------------------- --------------------- --------------------
RICHARD A. SIEGAL /s/ Richard A. Siegal Cummings & Lockwood
--------------------- Four Stamford Plaza
Stamford, CT 06902
-2-
EXHIBIT A
No director of the Corporation shall be personally liable to the
Corporation or its Shareholders for monetary damages for breach of duty as a
director in excess of the compensation received by the director for serving the
Corporation during the year of the violation if such breach did not (a) involve
a knowing and culpable violation of law by the director, (b) enable the director
or an associate, as defined in Section 33-840 of the Act, to receive improper
personal economic gain, (c) show a lack of good faith and a conscious disregard
for the duty of the director to the Corporation under circumstances in which the
director was aware that his conduct or omission created an unjustifiable risk of
serious injury to the Corporation, (d) constitute a sustained and unexcused
pattern of inattention that amounted to an abdication of the director's duty to
the Corporation, or (e) create liability under Section 33-757 of the Act. The
personal liability of a director to the Corporation or its shareholders for
monetary damages for breach of a duty as a director shall further be limited to
the extent allowed from time to time by Connecticut law. No amendment to this
Article, or adoption of any provision inconsistent herewith, shall eliminate or
reduce the effect of this Article in respect to any matter occurring, or any
cause of action, suit or claim accruing or arising prior to such amendment,
repeal or adoption of a provision inconsistent with this Article.
The Corporation shall indemnify its directors for liability, as defined in
Section 33-770(5) of the Connecticut Business Corporation Act to any person for
any action taken, or any failure to take any action, as a director, except
liability that (a) involved a knowing and culpable violation of law by the
director, (b) enabled the director or an associate, as defined in Section 33-840
of the Connecticut Business Corporation Act, to receive an improper personal
gain, (c) showed a lack of good faith and a conscious disregard for the duty of
the director to the Corporation under circumstances in which the director was
aware that his conduct or omission created an unjustifiable risk of serious
injury to the Corporation, (d) constituted a sustained and unexcused pattern of
inattention that amounted to an abdication of the director's duty to the
Corporation, or (e) created liability under Section 33-757 of the Connecticut
Business Corporation Act.
CERTIFICATE OF MERGER
The undersigned, hereby certify as follows:
1. The names of the parties to the merger are OIS, Inc., a Connecticut
corporation ("OIS"), 3.0 Inc., a Connecticut corporation ("3.0") and Open
Information Systems, Inc., a Connecticut corporation ("Open Information").
2. The name of the surviving corporation is OIS, a Connecticut corporation
(the "Surviving Corporation").
3. The merger shall be effective upon the filing of this Certificate of
Merger with the Secretary of State of the State of Connecticut.
4. Upon the filing of this Certificate of Merger with the Secretary of
State of the State of Connecticut the name of the Surviving Corporation shall be
changed to Open Information Systems, Inc.
5. The plan of merger was duly approved by all of the shareholders entitled
to vote of each of the merging corporations, 3.0, Open Information and the
Surviving Corporation, in the manner required by Sections 33-600 to 33-998, of
the Connecticut General Statutes and the Certificate of Incorporation of each of
3.0, Open Information and the Surviving Corporation.
OIS, INC.
Filed with the Secretary of the By: /s/ Thomas McMackin
State of the State of ------------------------------------
Connecticut on January 7, 2005. Thomas McMackin
Chairman
Open Information Systems, Inc.
By: /s/ Thomas McMackin
------------------------------------
Thomas McMackin
Chairman
3.0 Inc.
By: /s/ Thomas McMackin
------------------------------------
Thomas McMackin
Chairman