Exhibit 3.11
PAGE 1
Delaware
The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "MUSIC INCORPORATED" AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE TWENTY-FOURTH DAY OF JUNE, A.D.
1994, AT 9 O'CLOCK A.M.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "CISUM INCORPORATED" TO
"MUSIC INCORPORATED", FILED THE FIFTEENTH DAY OF SEPTEMBER, A.D. 1994, AT 9:01
O'CLOCK A.M.
CERTIFICATE OF DISSOLUTION, FILED THE TWENTY-EIGHTH DAY OF DECEMBER, A.D.
1994, AT 9 O'CLOCK A.M.
CERTIFICATE OF CORRECTION, FILED THE TWENTY-NINTH DAY OF JUNE, A.D. 1995,
AT 9 O'CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
[SEAL] /s/ Harriet Smith Windsor
-----------------------------------------
Harriet Smith Windsor, Secretary of State
24137711 8100H AUTHENTICATION: 2389483
030276699 DATE: 04-29-03
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/24/1994
944115_64 - 2413711
CERTIFICATE OF INCORPORATION
OF
CISUM INCORPORATED
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
FIRST: The name of the corporation (hereinafter called the
"corporation") is CISUM INCORPORATED.
SECOND: The address, including street, number, city, and county, of
the registered office of the corporation in the State of Delaware is 32
Loockerman square, Suite L-100, City of Dover 19901, County of Kent; and the
name of the registered agent of the corporation in the State of Delaware at such
address is The Prentice-Hall Corporation System, Inc.
THIRD: The nature of the business and the purposes to be conducted and
promoted by the corporation, which shall be in addition to the authority of the
corporation to conduct any lawful business, to promote any lawful purpose, and
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware, are as follows:
To engage in the subscription music business, the sound and
communications services business, the entertainment and information
services business and the subscription music, sound, communications,
entertainment and information equipment, sale, rental, maintenance,
manufacture and lease business in any state of the United States of America
including, without limitation, in the District of Columbia and the states
of Maryland, Virginia and West Virginia and in any commonwealth, territory,
possession, dependency, colony, agency or instrumentality of the United
States of America and in any foreign country.
To purchase, receive, take by grant, gift, devise, bequest, or
otherwise, lease, or otherwise acquire, own, hold, improve, employ, use,
and otherwise deal in and with real or personal property, or any interest
therein, wherever situated, and to sell, convey, lease, exchange,
transfer, or otherwise dispose of, or mortgage or pledge, all or any of its
property and assets, or any interest therein, wherever situated.
To engage generally in the real estate business as principal, agent,
broker, and in any lawful capacity, and generally to take, lease, purchase,
or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease,
mortgage, work, clear, improve, develop, divide, and otherwise handle,
manage, operate, deal in, and dispose of real estate, real property, lands,
multiple-dwelling structures, houses, buildings, and other works, and any
interest or right therein; to take, lease, purchase, or otherwise acquire,
and to own, use, hold, sell, convey, exchange, hire, lease, pledge,
mortgage, and otherwise handle, and deal in and dispose of, as principal,
agent, broker, and in any lawful capacity, such personal property,
chattels, chattels real, rights, easements, privileges, choses in action,
notes, bonds, mortgages, and securities as may lawfully be acquired, held,
or disposed of; and to acquire, purchase, sell, assign, transfer, dispose
of, and generally deal in and with as principal, agent, broker, and in any
lawful capacity, mortgages and other interests in real, personal, and mixed
properties; to carry on a general construction, contracting, building, and
realty management business as principal, agent, representative, contractor,
subcontractor, and in any other lawful capacity.
To carry on a general mercantile, industrial, investing, and trading
business in all its branches; to devise, invent, manufacture, fabricate,
assemble, install, service, maintain, alter, buy, sell, import, export,
license as licensor or licensee, lease as lessor or lessee, distribute,
job, enter into, negotiate, execute, acquire, and assign contracts in
respect of, acquire, receive, grant, and assign licensing arrangements,
options, franchises, and other rights in respect of, and generally deal in
and with, at wholesale and retail, as principal, and as sales, business,
special, or general agent, representative, broker, factor, merchant,
distributor, jobber, advisor, and in any other lawful capacity, goods,
wares, merchandise, commodities, and unimproved, improved, finished,
processed, and other real, personal, and mixed property of any and all
kinds, together with the components, resultants, and by-products thereof.
To apply for, register, obtain, purchase, lease, take licenses in
respect of or otherwise acquire, and to
2
hold, own, use, operate, develop, enjoy, turn to account, grant licenses
and immunities in respect of, manufacture under and to introduce, sell,
assign, mortgage, pledge, or otherwise dispose of, and, in any manner deal
with and contract with reference to:
(a) inventions, devices, formulae, processes, and any
improvements and modifications thereof;
(b) letters patent, patent rights, patented processes,
copyrights, designs, and similar rights, trade-marks, trade names,
trade symbols, and other indications of origin and ownership granted
by or recognized under the laws of the United States of America, the
District of Columbia, any state or subdivision thereof, and any
commonwealth, territory, possession, dependency, colony, agency or
instrumentality of the United States of America and of any foreign
country, and all rights connected therewith or appertaining thereunto;
(c) franchises, licenses, grants, and concessions.
To guarantee, purchase, take, receive, subscribe for, and otherwise
acquire, own, hold, use and otherwise employ, sell, lease, exchange,
transfer, and otherwise dispose of, mortgage, lend, pledge, and otherwise
deal in and with, securities (which term, for the purpose of this Article
THIRD, includes, without limitation of the generality thereof, any shares
of stock, bonds, debentures, notes, mortgages, other obligations, and any
certificates, receipts, or other instruments representing rights to
receive, purchase, or subscribe for the same, or representing any other
rights or interests therein or in any property or assets) of any persons,
domestic and foreign firms, associations, and corporations, and of any
government or agency or instrumentality thereof; to make payment therefor
in any lawful manner; and, while owner of any such securities, to exercise
any and all rights, powers, privileges in respect thereof, including the
right to vote.
To make, enter into, perform, and carry out contracts of every kind
and description with any person, firm, association, corporation, or
government or agency or instrumentality thereof.
3
To acquire by purchase, exchange, or otherwise, all, or any part of,
or any interest in, the properties, assets, business, and good will of any
one or more persons, firms, associations, or corporations heretofore or
hereafter engaged in any business for which a corporation may now or
hereafter be organized under the laws of the State of Delaware; to pay for
the same in cash, property, or its own or other securities; to hold,
operate, reorganize, liquidate, sell, or in any manner dispose of the whole
or any part thereof; and in connection therewith, to assume or guarantee
performance of any liabilities, obligations, or contracts of such persons,
firms, associations, or corporations, and to conduct the whole or any part
of any business thus acquired.
To lend money in furtherance of its corporate purposes and to invest
and reinvest its funds from time to time to such extent, to such persons,
firms, associations, corporations, governments or agencies or
instrumentalities thereof, and on such terms and on such security, if any,
as the Board of Directors of the corporation may determine.
To make contracts of guaranty and suretyship of all kinds and endorse
or guarantee the payment of principal, interest, or dividends upon, and to
guarantee the performance of sinking fund or other obligations of, any
securities, and to guarantee in any way permitted by law the performance of
any of the contracts or other undertakings in which the corporation may
otherwise be or become interested, of any person, firm, association,
corporation, government or agency or instrumentality thereof, or of any
other combination, organization, or entity whatsoever.
To borrow money without limit as to amount and at such rates of
interest as it may determine; from time to time to issue and sell its own
securities, including its shares of stock, notes, bonds, debentures, and
other obligations, in such amounts, on such terms and conditions, for such
purposes and for such prices, now or hereafter permitted by the laws of the
State of Delaware and by this certificate of incorporation, as the Board of
Directors of the corporation may determine; and to secure any of its
obligations by mortgage, pledge, or other encumbrance of all or any of its
property, franchises, and income.
4
To be a promoter or manager of other corporations of any type or kind;
and to participate with others in any corporation, partnership, limited
partnership, joint venture, or other association of any kind, or in any
transaction, undertaking, or arrangement which the corporation would have
power to conduct by itself, whether or not such participation involves
sharing or delegation of control with or to others.
To draw, make, accept, endorse, discount, execute, and issue
promissory notes, drafts, bills of exchange, warrants, bonds, debentures,
and other negotiable or transferable instruments and evidences of
indebtedness whether secured by mortgage or otherwise, as well as to secure
the same by mortgage or otherwise, so far as may be permitted by the laws
of the State of Delaware.
To purchase, receive, take, reacquire, or otherwise acquire, own and
hold, sell, lend, exchange, reissue, transfer, or otherwise dispose of,
pledge, use, cancel, and otherwise deal in and with its own shares and its
other securities from time to time to such an extent and in such manner and
upon such terms as the Board of Directors of the corporation shall
determine; provided that the corporation shall not use its funds or
property for the purchase of its own shares of capital stock when its
capital is impaired or when such use would cause any impairment of its
capital, except to the extent permitted by law.
To organize, as an incorporator, or cause to be organized under the
laws of the State of Delaware, or of any other State of the United States
of America, or of the District of Columbia, or of any commonwealth,
territory, dependency, colony, possession, agency, or instrumentality of
the United States of America, or of any foreign country, a corporation or
corporations for the purpose of conducting and promoting any business or
purpose for which corporations may be organized, and to dissolve, wind up,
liquidate, merge, or consolidate any such corporation or corporations or to
cause the same to be dissolved, wound up, liquidated, merged, or
consolidated.
To conduct its business, promote its purposes, and carry on its
operations in any and all of its branches and maintain offices both within
and without the State of Delaware, in any and all States of the United
States of America, in the District of Columbia, and in any or all
commonwealths, territories, dependencies, colonies,
5
possessions, agencies, or instrumentalities of the United States of America
and of foreign governments.
To promote and exercise all or any part of the foregoing purposes and
powers in any and all parts of the world, and to conduct its business in
all or any of its branches as principal, agent, broker, factor, contractor,
and in any other lawful capacity, either alone or through or in conjunction
with any corporations, associations, partnerships, firms, trustees,
syndicates, individuals, organizations, and other entities in any part of
the world, and, in conducting its business and promoting any of its
purposes, to maintain offices, branches, and agencies in any part of the
world, to make and perform any contracts and to do any acts and things, and
to carry on any business, and to exercise any powers and privileges
suitable, convenient, or proper for the conduct, promotion, and attainment
of any of the business and purposes herein specified or which at any time
may be incidental thereto or may appear conducive to or expedient for the
accomplishment of any of such business and purposes and which might be
engaged in or carried on by a corporation incorporated or organized under
the General Corporation Law of the State of Delaware, and to have and
exercise all of the powers conferred by the laws of the State of Delaware
upon corporations incorporated or organized under the General Corporation
Law of the State of Delaware.
The foregoing provisions of this Article THIRD shall be construed both
as purposes and powers and each as an independent purpose and power, The
foregoing enumeration of specific purposes and powers shall not be held to
limit or restrict in any manner the purposes and powers of the corporation,
and the purposes and powers herein specified shall, except when otherwise
provided in this Article THIRD, be in no wise limited or restricted by
reference to, or inference from, the terms of any provision of this or any
other Article of this certificate of incorporation; provided, that the
corporation shall not conduct any business, promote any purpose, or
exercise any power or privilege within or without the state of Delaware
which, under the laws thereof, the corporation may not lawfully conduct,
promote, or exercise.
FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is three thousand (3,000). The par value of each
of such shares is One ($1.00) Dollar. All such shares are of one class and are
shares of Common
6
Stock.
FIFTH: The name and the mailing address of the incorporator are as
follows:
NAME: MAILING ADDRESS
---- ---------------
JOHN W. CARROLL Wolfson & Carroll
233 Broadway
New York, New York 10279
SIXTH: The corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of (S)291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for this
corporation under the provisions of (S)279 of Title 8 of the Delaware Code order
a meeting of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of this corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.
EIGHTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation, and
regulation of the powers of the corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the affairs
of the corporation shall be vested in its Board of Directors. The
number of directors which shall constitute the whole Board of
Directors shall be fixed
7
by, or in the manner provided in, the Bylaws. The phrase "whole Board"
and the phrase "total number of directors" shall be deemed to have the
same meaning, to wit, the total number of directors which the
corporation would have if there were no vacancies. No election of
directors need be by written ballot.
2. After the original or other Bylaws of the corporation have
been adopted, amended, or repealed, as the case may be, in accordance
with the provisions of (S)109 of the General Corporation Law of the
State of Delaware, and, after the corporation has received any payment
for any of its stock, the power to adopt, amend, or repeal the Bylaws
of the corporation may be exercised by the Board of Directors of the
corporation; provided, however, that any provisions for the
classification of directors of the corporation for staggered terms
pursuant to the provisions of subsection (d) of (S)141 of the General
Corporation Law of the State of Delaware shall be set forth in an
initial Bylaw or in a Bylaw adopted by the stockholders entitled to
vote of the corporation unless provisions for such classification
shall be set forth in this certificate of incorporation.
3. Whenever the corporation shall be authorized to issue only one
class of stock, each outstanding share shall entitle the holder
thereof to notice of, and the right to vote at, any meeting of
stockholders. Whenever the corporation shall be authorized to issue
more than one class of stock, no outstanding share of any class of
stock which is denied voting power under the provisions of the
certificate of incorporation shall entitle the holder thereof to the
right to vote at any meeting of stockholders except as the provisions
of paragraph (2) of subsection (b) of (S)242 of the General
Corporation Law of the State of Delaware shall otherwise require;
provided, that no share of any such class which is otherwise denied
voting power shall entitle the holder thereof to vote upon the
increase or decrease in the number of authorized shares of said class.
8
NINTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the provisions of paragraph
(7) of subsection (b) of (S)102 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented.
TENTH: The corporation shall, to the fullest extent permitted by the
provisions of (S)145 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented, indemnify any and all persons whom it
shall have power to indemnify under said section from and against any and all of
the expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, agreement, vote of stockholders 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 a person.
ELEVENTH: From time to time any of the provisions of this certificate
of incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article ELEVENTH.
Signed on June 22, 1994.
/s/ J0HN W. CARROLL
-----------------------------
J0HN W. CARROLL, Incorporator
9
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:01 AM 09/15/1994
944173640 - 2413711
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
CISUM INCORPORATED
By Unanimous Written Consent of
Sole Director and Sole Shareholder
The undersigned being the President and sole Director of Cisum Incorporated
and the President of Vortex Sound Communications Company Inc., the sole
shareholder of Cisum Incorporated, and acting in accordance with s duly adopted
resolution of the Board of Directors of Vortex Sound Communications Inc., hereby
certifies that:
1. The name of the corporation (hereinafter called the "Corporation") is
Cisum Incorporated.
2. The certificate of incorporation of the Corporation is hereby amended by
striking out Article FIRST thereof and by substituting in lieu of said Article
the following new Article:
"FIRST: The name of the corporation (hereinafter called the
"Corporation") is MUSIC INCORPORATED."
3. The amendment of the certificate of incorporation herein certified has
been duly adopted in accordance with the provisions of Sections 228 and 242 of
the General Corporation Law of the State of Delaware.
Signed on August 31, 1994
/s/ F. Jerome Purcell
-----------------------------
F. Jerome Purcell
President, Sole Director and
President of Sole Shareholder
Attest: /s/ Samuel A. Plum [SEAL]
-----------------------
Samuel A. Plum
Secretary
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/28/1994
944258783 - 2413711
CERTIFICATE OF DISSOLUTION
OF
MUSIC INCORPORATED
Under Section 275 of the Business Corporation Law
We, Allen T. Smith and Jan C. Smith, being respectively the President and
the Assistant Secretary of Music Incorporated certify:
1. The name of this corporation is Music Incorporated.
2. The names and post office addresses of the directors are:
Name Post Office Address
- ---- -------------------
Allen T. Smith The Savoy
4041 Gulf Shore Blvd., North
Unit #112
Naples, FL 33940
Jan C. Smith The Savoy
4041 Gulf Shore Blvd., North
Unit #112
Naples, FL 33940
3. The names, titles and post office addresses of the officers of the
corporation are:
Name Titles Post Office Address
- ---- ------ -------------------
Allen T. Smith President The Savoy
4041 Gulf Shore Blvd.,
North
Unit #112
Naples, FL 33940
Jan C. Smith Asst. Secy./ The Savoy
Treasurer 4041 Gulf Shore Blvd.,
North
Unit #112
Naples, FL 33940
4. The corporation elects to dissolve.
5. The dissolution was authorized at a meeting of shareholders by the vote
of the holders of all of the outstanding shares entitled to vote thereon on
August 29, 1994.
IN WITNESS WHEREOF, we have made and subscribed this certificate in
duplicate, this 16th day of December 1994.
/s/ Allen T. Smith
--------------------------------
Allen T. Smith, President
/s/ Jan C. Smith
--------------------------------
Jan C. Smith Secretary/Treasurer
State of Florida )
) ss:
County of Collier )
Jan C. Smith, being duly sworn, deposes and says that she is one of the
persons described in and who executed the foregoing certificate, that she has
read the same and knows the contents thereof, and that the statements contained
thereon are true.
Sworn to before me this 16th day of December 1994.
/s/ Maureen Shuman
--------------------------------
Notary Public
My commission expires:
[Notarial Seal] OFFICIAL NOTARY SEAL
MAUREEN SHUMAN
NOTARY PUBLIC STATE OF FLORIDA
COMMISSION NO. CC257225
MY COMMISSION EXP. FEB. 18, 1997
CERTIFICATE OF CORRECTION
OF
MUSIC INCORPORATED
Under Section 103(f) of the Business Corporation Law
We, Allen T. Smith and Jan C. Smith, being respectively the President and
the Assistant Secretary of Kazum Incorporated certify:
1. The certificate of dissolution to be corrected was dated December 28,
1994.
2. The name of the corporation as listed on the certificate of dissolution
was Music Incorporated.
3. The name of the corporation as listed on the certificate of dissolution
was inaccurate. The accurate name of the corporation to be dissolved is Kazum
Incorporated.
4. This certificate of correction will render null and void the certificate
of dissolution as to Music Incorporated.
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/29/1995
95014677_ - 2413711
IN WITNESS WHEREOF, we have made and subscribed this certificate in
duplicate, this 26th day of June 1995.
/s/ Allen T. Smith
---------------------------------
Allen T. Smith, President
/s/ Jan C. Smith
---------------------------------
Jan C. Smith, Secretary/Treasurer
)
DISTRICT OF COLUMBIA ) ss:
)
Jan C. Smith, being duly sworn, deposes and says that she is one of the
persons described in and who executed the foregoing certificate, that she has
read the same and knows the contents thereof, and that the statements contained
thereon are true.
Sworn to before me this 26th day of June 1995.
/s/ Illegible
--------------------------------
Notary Public
My commission expires:
[Notarial Seal] ________ ___________
_______________________________________
_______________________________________