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EXHIBIT 3.11
RESTATEMENT OF
ARTICLES OF INCORPORATION UNITED STATES OF AMERICA
OF STATE OF LOUISIANA
PRAGER INCORPORATED PARISH OF ORLEANS
BE IT KNOWN that on this 6th day of July, 1989, before me, Frank A.
Piccolo, Notary Public, duly commissioned and qualified, in and for the Parish
of Orleans, State of Louisiana, therein residing, and in the presence of the
witnesses hereinafter named and undersigned
PERSONALLY CARE AND APPEARED: Thomas F. Ridgley, President and Berman J.
Prager, Jr., Secretary, both persons of the full age of majority and residents
of the State of Louisiana, appearing herein and acting for Prager Incorporated,
a for profit corporation organized under the laws of the State of Louisiana,
created by Act passed before a notary public in the Parish of Orleans, on
November 30, 1929, duly recorded in the office of the Secretary of the State of
Louisiana, domiciled and having its principal place of business in the Parish of
Orleans, who declared that pursuant to unanimous consent of all shareholders
entitled to vote, they now appear for the purpose of executing this Act of
Restatement of Articles of Incorporation, and putting into authentic form the
Restatement of the Articles of Incorporation agreed to by the unanimous consent
of all shareholders of said corporation entitled to vote. And said appears
further declare that the original Articles of Incorporation of Prager
Incorporated as amended prior hereto appear in full and are attached hereto as
Exhibit "A", and said Articles of Incorporation of Prager Incorporated as
amended are to be restated as follows:
ARTICLE I
The name and title of this Corporation shall be Prager Incorporated.
This corporation generally shall possess all powers, rights, privileges and
immunities which corporations are or
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may be hereinafter authorized to have and possess under the constitution and the
Laws of the State of Louisiana, and particularly under the Louisiana Business
Corporation Law, and it shall have the power to invest the Board of Directors
with all of its corporate powers, subject to such restrictions as may be named
in these Articles of Incorporation.
ARTICLE II
The objects and purposes for which this corporation is organized and the
nature of this business or purposes to be carried on by it are hereby declared
to be as follows:
To engage in any lawful activity for which
corporations may be formed under the Louisiana
Business Corporation Law.
The objects and purposes described herein shall in no way be limited or
restricted by reference to, or inference from the terms of any other Articles of
this charter.
ARTICLE III
The number of shares of capital stock with which the corporation is
authorized to have outstanding is four thousand five hundred (4,500) shares with
a par value of $100.00 each. Of these 4,500 shares, there shall be one hundred
(100) shares designated as Class A Voting Stock, and four thousand four hundred
(4,400) shares designated as Class B Non-voting Stock. Except as otherwise
provided by law, all voting rights are vested in the holders of shares of Class
A Voting Stock and each shareholder thereof shall be entitled to one (1) vote,
either in person or by proxy, for each such share standing in his name on the
books of the Corporation. Class A Voting Stock and Class B Non-voting Stock
shall be identical in all other respects. The board of directors shall have no
authority to amend these Articles to vary the relative rights as among classes
of stock.
ARTICLE IV
No stockholder shall sell, assign or transfer during his lifetime, or by
reason of death, his or her shares of stock in this corporation without giving
to the corporation,
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through its Secretary, thirty (30) days prior notice in writing by Registered
Mail of such intentions and this corporation during the first fifteen (15) days
succeeding the receipt of said notice shall have the first right of purchasing
said stock at its book value, as of the close of the month immediately preceding
the above-mentioned notice, and should the corporation fail to exercise its
right or option to purchase said stock, then the Secretary shall notify the
remaining stockholders of the intention of the other stockholder to sell and the
refusal of the corporation to purchase, and they, the remaining stockholders,
shall have right or option of purchasing said stock during the last fifteen
(15) days of said thirty (30) days at its book value. The provisions of this
Article IV may be altered and/or superseded by written agreement between the
corporation and all of its stockholders executed pursuant to Section 29 of Title
12 of the Louisiana Revised Statutes. Notwithstanding the prior sentence, this
Article IV may be amended in accordance with Article VIII herewith.
ARTICLE V
A board of directors shall be elected by vote of the shareholders of Class
A Voting Stock at the general meeting of the stockholders to take place on the
last Wednesday in January of every year, beginning in 1989, or on the first
business day thereafter when such last Wednesday is a legal holiday;
shareholders shall not have the right of cumulative voting. Written notice of
the time, place and purpose of the annual shareholders meeting, shall be given
as provided by law, at least ten (10) days prior to the date of such meeting, to
each stockholder or record as of the date of the notice. A director need not be
a stockholder. The board of directors shall consist of not less than three (3)
members.
The said board of directors shall elect a chairman of the board, a
president, a secretary and a treasurer. In
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addition the board may also elect a chairman emeritus, a vice president, an
assistant secretary and such additional vice presidents as the board, in its
discretion, may deem necessary or appropriate to the efficient management of
this corporation. Any two offices may be combined and held by the same
individual.
Any director absent from a meeting of the board may be represented by any
other director or shareholder, who may cast a vote of the absent director,
according to the written instructions, general and special of the absent
director.
ARTICLE VI
Without any necessity of action by the shareholders, previously authorized
but unissued of shares of stock of the corporation may be issued from time to
time by the board of directors, and any and all shares so issued and paid for,
shall be deemed fully paid stock and not liable to any further assessment or
call, and the holder of such shares shall not be liable for any further payment
thereon.
ARTICLE VII
The shareholders shall have preemptive rights.
ARTICLE VIII
These articles may be altered, amended or repealed by the affirmative vote
or written consent of two-thirds of the total voting power.
ARTICLE IX
Whenever the affirmative vote of shareholders is required to authorize or
constitute corporate action, the consent in writing to such action signed by
only shareholders holding that proportion of the total voting power on the
question which is required by law or by these articles of incorporation, which
ever requirement is higher, shall be sufficient for the purpose, without
necessity for a meeting of shareholders.
THUS DONE AND PASSED, in my office, in duplicate originals, in Orleans
Parish, State of Louisiana, on the day, month, and year hereinabove first
written, in the presence of the
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undersigned competent witnesses, and me, Notary, after due reading of the whole.
WITNESSES:
/s/ Thomas F. Ridgley
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THOMAS F. RIDDLEY, President
/s/ ILLEGIBLE
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ILLEGIBLE
/s/ Robert L. Pence /s/ Berman J. Prager
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Robert L. Pence BERMAN J. PRAGER, Secretary
/s/ ILLEGIBLE
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NOTARY PUBLIC
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