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Exhibit 3.11
STATE OF NEW HAMPSHIRE
ARTICLES OF AGREEMENT
OF
VINAFLEX AMERICA, INC.
We, whose names are hereto subscribed, being persons of lawful age, do
by these Articles of Agreement associate ourselves with the intention of forming
a corporation according to the provisions of Revised Statutes Annotated of New
Hampshire, Chapter 294, as
amended.
ARTICLE I
The name by which the corporation shall be known is Vinaflex America,
Inc.
ARTICLE II
The principal place of business of the corporation is located at
206-214 Fair Street, Laconia, New Hampshire.
ARTICLE III
The purposes, objects, and powers of the corporation are any lawful
activity for which a corporation may be organized under the laws and statutes of
the State of New Hampshire, including but not limited to the following:
To engage in the business of plastic injection moulding and
manufacturing of unit soles for shoes, skate boot shells and
children's boots;
To conduct the businesses and activities authorized to it in
such place or places as it may by its Board of Directors
choose and determine, whether within or without the United
States of America, and in that regard to apply for, procure
and execute such authorizations, forms,
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documents and writings, and to pay such fees or charges,
as may be necessary under the applicable law of any
jurisdiction to the conduct of the corporation's business
therein;
To improve, manage, develop, sell, assign, transfer, lease,
mortgage, pledge or otherwise dispose of or turn to account or
deal with all or any part of the property of the corporation
and from time to time to vary any investment or employment of
capital of the corporation;
To borrow money, and to make and issue notes, bonds,
debentures, obligations and evidences of indebtedness of all
kinds, whether secured by mortgage, pledge or otherwise,
without limit as to amount, and to secure the same by
mortgage, pledge or otherwise; and generally to make and
perform agreements and contracts of every kind and
description, including contracts of guaranty and suretyship;
To lend money for its corporate purposes, invest and reinvest
its funds, and take, hold and deal with real and personal
property as security for the payment of funds so loaned or
invested; but not to engage in a small loan business;
To the same extent as natural persons might or could do, to
purchase or otherwise acquire, and to hold, own, maintain,
work, develop, sell, lease, exchange, hire, convey, mortgage
or otherwise dispose of and deal in lands and leaseholds, and
any interest, estate and rights in real property, and any
personal or mixed property, and any franchises, rights,
licenses or privileges necessary convenient or appropriate for
any of the purposes herein expressed;
To apply for, obtain, register, purchase, lease or otherwise
to acquire and to hold, own, use, develop, operate and
introduce and to sell, assign, grant licenses or territorial
rights in respect to, or otherwise to turn to account or
dispose of any copyrights, trademarks, trade names, brands,
labels, patent rights, letter patent of the United States or
of any other country or government, inventions, improvements
and processes, whether used in connection with or secured
under letters patent or otherwise;
To Participate with others in any corporation,
partnership, limited partnership, joint venture or other
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association of any kind, or in any transaction, undertaking or
arrangement which the participating corporation would have
power to conduct by itself, whether or not such participation
involves sharing or delegation of control with or to others;
and to be an incorporator, promoter or manager of other
corporations of any type or kind;
To pay pensions and establish and carry out pension,
profit-sharing, stock option, stock purchase, stock bonus,
retirement, benefit, incentive and commission plans, trusts
and provisions for any or all of its directors, officers and
employees, and for any or all of the directors, officers and
employees of the corporation's subsidiaries; and to provide
insurance for its benefit on the life of any of its directors,
officers or employees, or on the life of any stockholder for
the purpose of acquiring at his death shares of its stock
owned by such stockholder;
To acquire by purchase, subscription or otherwise and to hold
for investment or otherwise and to use, sell, assign,
transfer, mortgage, pledge or otherwise deal with or dispose
of stocks, bonds or any other obligations or securities of any
corporation or corporations; to merge or consolidate with any
corporation in such manner as may be permitted by law;
To aid in any manner any corporation whose stocks, bonds or
other obligations are held or in any manner guaranteed by this
corporation, or in which this corporation is in any way
interested; and to do any and all other acts and things for
the preservation, protection, improvement or enhancement of
the value of any such stock, bonds or other obligations, and
while the owner of any such stock, bonds or other obligations,
to exercise all the rights, powers and privileges of ownership
therefor, and to exercise any and all voting powers thereon;
and to guarantee the payment of dividends upon any stock, the
principal or interest or both, of any bonds or other
obligations, and the performance of any contracts;
To indemnify and reimburse officers, directors, employees and
agents of the corporation for such costs, expenses and
liabilities as may be sustained by such indemnified parties as
a consequence of their relationship with the corporation;
provided, however, that the person to be indemnified shall not
have been finally adjudged by a court or agency of competent
jurisdiction not to have
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acted in good faith and the reasonable belief that his
action or failure to act was in the best interests of the
corporation;
To enter into, execute and deliver such contracts, agreements,
trust indentures and other documents or instruments reasonably
restricting the transfer, sale or distribution of the capital
stock of the corporation, providing for a lien or a right of
first refusal in favor of the corporation or of any of the
stockholders with respect to such capital stock and imposing
such other limitations, terms and conditions upon the sale or
transfer thereof as may be necessary to the orderly conduct of
the corporation's affairs;
To carry on any other business which may, in the discretion of
the directors, seem capable of being carried on conveniently
in connection with the above, or calculated directly or
indirectly to enhance the value of the company's property or
rights and to do any or all of the different things or any
part thereof as principals, agents, contractors, or otherwise,
and by or through agents or otherwise, and either alone or in
conjunction with others, and generally to attain further any
of the purposes herein set forth or as incidental to the
business of the company or to any of the powers herein
specified; to make, guarantee (as far as may be permitted by
corporations organized under the business corporation laws)
and prepare any contract of any kind and description and to do
any or all other acts and things and exercise any and all
powers which the corporation or natural person could do and
exercise, and which now or hereafter may be authorized by law.
In furtherance and not in limitation of the foregoing objects
or powers, this corporation shall have all the general cowers
conferred-by Chapter 294 of the Revised Statutes Annotated of
New Hampshire, as amended, and all other powers necessary,
desirable or incidental fully to effectual its corporate
objects.
Notwithstanding any of the foregoing powers, nothing herein
shall empower the corporation to give guarantees of contracts
or obligations or to write contracts of suretyship or
guaranty, the making of any of which would constitute the
doing of an insurance business under any provisions of New
Hampshire law.
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ARTICLE IV
Any meetings of the stockholders of the corporation may be held either
within or without the State of New Hampshire. All actions authorized by RSA
294:81-a to be taken by unanimous consent of the holders of all outstanding
shares of the corporation entitled to vote on such actions may be so undertaken
to the fullest extent now or hereafter permitted by law.
ARTICLE V
The total authorized capital stock of the corporation shall be 300
shares of common capital stock having no par value, all of said stock being
non-assessable.
The designations and the powers, preferences and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions thereof, of the various classes of stock of the corporation are
as follows:
The holders of the common stock shall be entitled to cast one vote for
each share of such stock held by and registered to them, at annual or special
meetings of the stockholders of the corporation, for the election of the
directors and/or officers of the corporation, and for such other purposes or
such other matters as may be prescribed for consideration of the stockholders by
these Articles of Agreement, the By-Laws of the corporation, amendments thereto,
and the laws and statutes of the State of New Hampshire, as from time to time
constituted. Stockholders shall not have the right to cumulate their votes.
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The holders of the capital stock of the corporation shall enjoy no
pre-emptive or prescriptive rights in stock, securities, rights, warrants,
options, debentures or bonds of the corporation, whether issued pursuant to the
original authorization herein, or whether subsequently authorized for creation
and issue by the corporation by amendment to these Articles.
The capital stock of the corporation shall be issued to such persons,
in such amounts, at such times and for such good and lawful consideration (in
the case of par value stock, for money or property equal in value to the par
value Of the stock to be issued) as the incorporators of the corporation may
determine at their first meeting hereinafter prescribed, or as the directors of
the corporation may from time to time thereafter deem appropriate, by majority
vote thereof.
ARTICLE VI
The duties, terms of office, and manner of electing the officers and
directors of this corporation shall be established in the By-Laws to be adopted
by this corporation; provided, however, that all actions authorized by RSA
294:81-b to be taken by unanimous consent of the directors may be so undertaken
to the fullest extent now or hereafter permitted by law.
ARTICLE VII
The corporation may be dissolved by decree of the superior court or
legislative action and the assets thereof applied to the payment of obligations
and for distribution to the stockholders,
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upon adoption and in conformity with the terms of a plan of dissolution approved
and adopted by a majority of the Board of Directors of the corporation, and
confirmed by vote taken at any regular or special meeting duly called for that
purpose, of the holders of a majority of the outstanding stock present or
represented by proxy, entitled to vote and voting at the meeting, or if two or
more kinds or classes of stock have been issued, by vote of the holders of a
majority of each kind or class of outstanding stock present or represented by
proxy, entitled to vote and voting at the meeting or upon petition of
stockholders holding one-fourth of its stock whenever actual or impending
insolvency or other cause renders its liquidation reasonably necessary for the
protection of the rights of the stockholders or its creditors. The corporation
may also be dissolved by conformance with the provisions of RSA 294:97-a.
Except to the extent otherwise provided for by law, the corporation's
business existence shall terminate in the fashion and at the time stipulated by
the plan of dissolution or decree of the Superior Court, and not upon ultimate
forfeiture of the corporation's franchise by action of New Hampshire law.
ARTICLE VIII
In lieu of a meeting, all corporate action to be undertaken at the
first meeting of incorporators has been undertaken by the consent attached
hereto as permitted by RSA 294:8-a.
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DATED: June 16, 1980
______________ 1000 Elm St., Manchester, NH 03101
_______________ 1000 Elm St., Manchester, NH 03101
_______________ 1000 Elm St., Manchester, NH 03101
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ARTICLES OF MERGER
OF DOMESTIC AND FOREIGN CORPORATIONS \INTO
VINAFLEX AMERICA, INC.
PURSUANT TO THE PROVISIONS OF SECTION 78 OF THE NEW HAMPSHIRE BUSINESS
CORPORATION ACT, THE UNDERSIGNED DOMESTIC ND FOREIGN CORPORATION ADOPT THE
FOLLOWING ARTICLES OF MERGER FOR THE PURPOSE OF MERGING THEM INTO ONE OF SUCH
CORPORATIONS:
FIRST: The names of the undersigned corporations and the States under
the laws of which they are respectively organized are:
Name of Corporation State
Evode-Tanner Industries, Inc. South Carolina
Vinaflex America, Inc. New Hampshire
SECOND: The laws of the State under which such foreign corporation is
organized permit such a merger.
THIRD: The name of the surviving corporation is Vinaflex America, Inc.1
and it is to be governed by the laws of the State of New Hampshire.
FOURTH: The following Plan of Merger was approved by the shareholders
of the undersigned domestic corporation in the manner prescribed by the New
Hampshire Business Corporation Act, and was approved by the undersigned foreign
corporation in the manner prescribed by the laws of the State under which it is
organized:
(Insert, Plan of Merger)
[If more space needed, attached additional sheet(s)]
Plan of Merger attached hereto as Exhibit A.
FIFTH: As to each of the undersigned corporations, the number of shares
outstanding, and the designation and number of outstanding shares of each class
entitled to vote as a class on such Plan, are as follows:
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1 Pursuant to the Plan of Merger, the Certificate of Incorporation of
Vinaflex America, Inc. is amended to change the name of the Surviving
Corporation to Evode-Tanner Industries, Inc.
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Number of Entitled to Vote as a Class
---------------------------
Shares Designation Number of
Name of Corporation Outstanding of Class Shares
- ------------------- ----------- ----------- ---------
Evode-Tanner Industries, Inc. 474,331 Common 474,331
Vinaflex America, Inc. 270 Common 270
SIXTH: As to each of the undersigned corporation, the total number of
shares voted for and against such Plan, respectively, and, as to each class
entitled to vote thereon as a class, the number of shares of such class voted
for and against such Plan, respectively, are as follows:
Entitled to Vote as a Class
Total Total ---------------------------
Voted Voted Designation Number of
Name of Corporation For Against of Class Shares
- ------------------- -------- ------- ----------- ---------
Evode=Tanner Industries, Inc. 474,311 0 Common 474,331 0
Vinaflex America, Inc. 270 0 Common 270
SEVENTH: The aggregate number of share, which the surviving corporation
has authority to issue as a result of the merger, itemized by classes, par value
of shares, shares without par value, and series, if any, within a class, is:
(Note 1)
Par Value per Share
or Statement that
Number of Shares are without
Shares Class Series Par Value
--------- ------------ ------ -------------------
300 Common Stock - - - Shares are without
Par Value
Dated ______________________, 19__
EVODE-TANNER INDUSTRIES, INC. (Note 2)
By /s/
-------------------------------
Signature of its Vice President
-------------------------------
Print or type name
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and (Note 3)
-----------------------------------------------
Signature of its Assistant Secretary
Print or type name
************************************************
VINAFLEX AMERICA, INC. (Note 2)
---------------------------------------------------
By /s/
------------------------------------------------
Signature of its Vice President
---------------------------------------------------
Print or type name
and (Note 3)
-----------------------------------------------
Signature of its Assistant Secretary
---------------------------------------------------
Print or type name
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EXHIBIT A
PLAN OF MERGER
of
Evode-Tanner Industries, Inc.
(a South Carolina corporation)
into
Vinaflex America, Inc.
(a New Hampshire corporation)
Pursuant to Section 33-11-101 of the South Carolina
Business Corporation Act of 1988 and Section 293-A:71
of the New Hampshire Business Corporation Act.
1. Names of Merging Corporations. The names of the
corporations planning to merge are Vinaflex America, Inc., a corporation for
profit organized under the laws of the State of New Hampshire ("Vinaflex"), and
Evode-Tanner Industries, Inc. ("Tanner"), a corporation for profit organized
under the laws of the State of South Carolina. The name of the surviving
corporation into which Tanner will merge is Vinaflex America, Inc.
2. Effective Date of Merger. The merger provided for herein
shall become effective as of 11:59 p.m. New Hampshire time on September 29, 1990
(the "Effective Date of the Merger").
3. Terms and Conditions of Merger. Tanner (the "Merged
Corporation") and Vinaflex shall, pursuant to and in accordance with the New
Hampshire Business Corporation Act ("NHBCA") and the South Carolina Business
Corporation Act of 1988 ("SCBCA"), be merged with and into a single corporation,
Vinaflex (the "Surviving Corporation"), on the Effective Date of the Merger,
which Surviving Corporation shall continue to exist under the laws of the State
of New Hampshire. The separate existence of Tanner shall cease on the Effective
Date of the Merger in accordance with the provisions of the NHBCA and the SCBCA.
4. Articles of Incorporation of the Surviving Corporation. The
Articles of Incorporation of Vinaflex in effect upon the Effective Date of the
Merger shall be the Articles of Incorporation of the Surviving Corporation,
except that promptly after the Effective Date of the Merger Article I of the
Articles of Incorporation of the Surviving Corporation shall be deleted in its
entirety and replaced with the following:
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"ARTICLE I
The name of the Corporation is
Evode-Tanner Industries, Inc."
Such Articles of Incorporation, as amended, shall continue to be the Articles of
Incorporation of the Surviving Corporation until altered, amended or repealed
thereafter in accordance with the manner prescribed by the provisions of the
NHBCA.
5. By-Laws of the Surviving Corporation. The By-Laws of
Vinaflex in effect upon the Effective Date of the Merger shall be the By-Laws of
the Surviving Corporation and shall continue to be the By-Laws of the Surviving
Corporation until changed, altered or amended as therein provided and in the
manner prescribed by the provisions of the NHBCA.
6. Directors and Officers of the Surviving Corporation. The
directors and officers of Tanner in office upon the Effective Date of the Merger
shall be the members of the first Board of Directors and the first officers of
the Surviving Corporation, all of whom shall hold their directorships and
offices until the election and qualification of their respective successors.
7. Treatment of Shares.
a. Each share of Tanner Common Stock, $.10 par value,
issued and outstanding immediately prior to the
Effective Date of the Merger shall, by virtue of the
Merger and without any action on the part of the holder
thereof, be canceled and extinguished and cease to exist
and shall not be or become shares of the Surviving
Corporation.
b. Each share of Vinaflex Common Stock, without par value,
issued and outstanding immediately prior to the
Effective Date of the Merger shall, by virtue of the
Merger and without any action on the part of the holder
thereof, continue to represent one issued share of
Common Stock of the Surviving Corporation.
8. Board of Directors and Shareholder Approval. The Plan of
Merger shall be submitted to the board of directors and the shareholders of the
Merged Corporation for their approval or rejection in the manner prescribed by
the provisions of the SCBCA and the merger of the Merged Corporation with and
into the Surviving Corporation shall be authorized in the manner prescribed by
the NHBCA.
9. Additional Documentation. In the event that the Plan of
Merger shall have been approved by the board of directors and the shareholders
of the Merged Corporation in the manner prescribed by the provisions of the
SCBCA, and in the event that the merger of the Merged Corporation with and into
the Surviving Corporation shall have been duly authorized in
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compliance with the NHBCA, the Merged Corporation and the Surviving Corporation
hereby stipulate that they will cause to be executed and filed and/or recorded
any document or documents prescribed by the laws of the State of South Carolina
and of the State of New Hampshire, and that they will cause to be performed all
necessary acts therein and elsewhere to effectuate the merger.
10. Authorization of Further Action. The Board of Directors
and the proper officers of the Merged Corporation and of the Surviving
Corporation, respectively, are hereby authorized, empowered, and directed to do
any and all acts and things, and to make, execute, deliver, file, and/or record
any and all instruments, papers and documents which shall be or become
necessary, proper, or convenient to carry out or put into effect any of the
provisions of this Plan of Merger or of the merger herein provided for.
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STATE OF NEW HAMPSHIRE
Filing Fee: $35.00 Form No. 14
RSA _293 A:10.06
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
PURSUANT TO THE PROVISIONS OF THE NEW HAMPSHIRE BUSINESS CORPORATION
ACT, THE UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF
AMENDMENT TO ITS ARTICLES OF INCORPORATION
First: The name of the corporation is Evode-Tanner Industries, Inc.
Second: The test of each amendment adopted is:
The Articles of Incorporation of Evode-Tanner Industries,
Inc. be amended by changing Article I thereof so that, as
amended, said Article shall be and read as follows:
"ARTICLE I
The name of the Corporation is Tanner Chemicals, Inc."
Third: If the amendment provides for an exchange, reclassification
or cancellation of issued shares the provisions for
implementing the amendment(s) if not contained in the above
amendment are:
Not applicable.
Fourth: The amendment(s) were adopted on August 5, 1997
Fifth: (Check one)
A. The amendment(s) were adopted by the incorporators
-- or board of directors without shareholder action and
shareholder action was not required.
x B. The amendment(S) were approved by the shareholders.
--
Number of votes
Designation Number of Number of indisputably
(Class or series) shares votes entitled represented at
of voting group outstanding to be cast the meeting
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Common 270 270 270
Designation Total number of
(Class or series) Total number of votes cast undisputed
of voting group FOR AGAINST votes cast FOR
Common 270 ***** 270
Sixth: The number cast for the amendment(s) by each voting group
was sufficient for approval by each voting group.
Dated August 5, 1997
Evode-Tanner Industries, Inc.
By: /s/ Mary E. Willard
------------------------------------
Signature of its Assistant Secretary