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EXHIBIT 3.11
SECRETARY OF STATE
[THE GREAT SEAL OF THE STATE OF NEVADA]
STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that A.C. FOOD SERVICES, INC. did on FEBRUARY 20, 1997 file in
this office the original Article S of Incorporation, that said Articles are now
on file and of record in the office of the Secretary of State of the State of
Nevada, and further, that said Articles contain all the provisions required by
the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand and
[SEAL] affixed the Great Seal of State, at my office, in Carson City,
Nevada, on FEBRUARY 20, 1997.
/s/ DEAN HELLER
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Secretary of State
By [SIG]
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Certification Clerk
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ARTICLES OF INCORPORATION
OF
A.C. FOOD SERVICES, INC.
THE UNDERSIGNED, acting as the incorporator of a corporation under
the Nevada General Corporation Law, Title 7, Chapter 78 of the Nevada Revised
Statutes, as amended (hereinafter called the "Act"), being a natural person at
least eighteen years of age, hereby adopts the following Articles of
Incorporation for such corporation:
ARTICLE I - NAME
The name of the corporation (the "Corporation") is A.C. Food
Services, Inc.
ARTICLE II - PURPOSES AND POWERS
SECTION 2.1 PURPOSES. The Corporation is organized for the purpose
of engaging in any lawful act or activity for which corporations may be
organized under the Act, including without limitation the marketing of food
services.
SECTION 2.2 POWERS. The Corporation shall have and exercise all
powers necessary or convenient for the carrying out of any or all of the
purposes for which it is organized.
ARTICLE III - STOCK
SECTION 3.1 NUMBER OF SHARES. The aggregate number of shares of
capital stock which the Corporation shall be authorized to issue is 50,000
shares with a par value of $0.01 per share.
SECTION 3.2 CLASSIFICATION; RIGHTS AND PREFERENCES. All shares of
capital stock of the Corporation shall be of the same class, common, and shall
have the same rights and preferences.
SECTION 3.3 STOCK NOT ASSESSABLE. Fully paid shares of capital stock
of the Corporation shall not be liable to any call and shall be nonassessable.
ARTICLE IV - RESIDENT AGENT
AND REGISTERED OFFICE
The name of the initial resident agent and the address of the
initial registered office of the Corporation are as follows:
Name Address
The Corporation Trust 1 East First Street
Company of Nevada Reno, Nevada 89501
ARTICLE V - DIRECTORS
The number of directors constituting the initial board of directors
of the Corporation shall be one (1) unless and until changed by bylaw. The name
and address of the member of the initial board of directors, are as follows:
Name Address
Craig H. Neilsen 777 West Lake Mead Drive
Henderson, Nevada 89009
ARTICLE VI - LIMITATION UPON DIRECTORS' LIABILITY
To the fullest extent permitted by the Act, as the same now exists
or may hereafter be amended, no director of the Corporation shall be personally
liable to the Corporation or its shareholders for monetary damages for any
action taken or any failure to take any action, as a director.
ARTICLE VII- INCORPORATOR
The name and address of the incorporator of the Corporation are as
follows:
Name Address
Sylvia I. Iannucci 79 South Main St, Suite 500
Salt Lake City, UT 84111
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DATED this 19th day of February, 1997.
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/s/ SYLVIA I. IANNUCCI
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Sylvia I. Iannucci
Incorporator
The undersigned hereby accepts appointment as registered agent of
the foregoing corporation and confirms that the undersigned meets the
requirements of section 78.090 of the Nevada Revised Statutes.
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The Corporation Trust
Company of Nevada
Resident Agent
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
On the 19th day of February, 1997, personally appeared before the
incorporator, Sylvia I. Iannucci, whose identity was personally known to me or
proved to me on the basis of satisfactory evidence, who in my presence
voluntarily subscribed the foregoing Articles of Incorporation and affirmed and
verified that the contents thereof are true and correct.
[SEAL] LINDA R. WEBB
NOTARY OF PUBLIC
STATE OF UTAH
MY COMM. EXPIRES NOV 12, 1998
201 S MAIN #1800 SLC UT 84111
/s/ LINDA R. WEBB
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Notary Public
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