Exhibit 3.11a
JIM EDGAR
Secretary of State
State of Illinois
ARTICLES OF INCORPORATION
Pursuant to the provisions of "The Business Corporation Act of 1983", the undersigned incorporator(s) hereby
adopt the following Articles of Incorporation.
ARTICLE ONE The name of the corporation is COLUMN INC.
(Shall contain the word "corporation", "company", "incorporated".
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("limited", or an abbreviation thereof).
ARTICLE TWO The name and address of the initial registered agent and its registered office are:
Registered Agent
SAUL R. LEIBOWITZ
First Name Middle Name Last Name
Registered Office
140 SOUTH DEARBORN STREET-SUITE 810
Number Street Suite #
(A.P.O. Box
alone is not
acceptable)
CHICAGO, ILLINOIS 60603 COOK
City Zip Code County
ARTICLE THREE The purpose or purposes for which the corporation is organized are:
If not sufficient space to cover this point, add one or more sheets of this size.
TO BUY, SELL, LEASE, RENT, RESTORE AND OTHERWISE INVEST AND DEAL WITH REAL ESTATE, WHETHER RESIDENTIAL,
INDUSTRIAL OR COMMERCIAL AND TO OWN OR ACQUIRE SUCH OTHER REAL OR PERSONAL PROPERTY AS MAY BE NECESSARY
THERETO AND FOR SUCH OTHER BUSINESS PURPOSES AS ARE LAWFUL UNDER THE ILLINOIS BUSINESS CORPORATION ACT AND
ITS AMENDMENTS.
ARTICLE FOUR Paragraph 1: The authorized shares shall be:
Class *Par Value per share Number of shares authorized.
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COMMON NONE 1,000
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Paragraph 2: The preferences, qualifications, limitations, restrictions and the special or
relative rights in respect of the shares of each class are:
If not sufficient space to cover this point, add one or more sheets of this size.
None
ARTICLE FIVE The number of shares to be issued initially, and the consideration to be received by the
corporation therefor are:
*Par Value Number of shares Consideration to be
Class per share proposed to be issued received therefor.
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COMMON NONE 1,000.00 $1,000.00
$
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$
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$
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TOTAL $1,000.00
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* A declaration as to a "par value" is optional. This space may be marked "n/a" when no reference to a par value
is desired.
ARTICLE SIX OPTIONAL
The number of directors constituting the initial board of directors of the corporation is two,
and the names and addresses of the persons who are to serve as directors until the first annual
meeting of shareholders or until their successors be elected and qualify are:
Name Residential Address
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ARTICLE SEVEN OPTIONAL
(a) It is estimated that the value of all property to be owned by the corporation
for the following year wherever located will be: $
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(b) It is estimated that the value of the property to be located within the State
of Illinois during the following year will be: $
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(c) It is estimated that the gross amount of business which will be transacted by
the corporation during the following year will be: $
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(d) It is estimated that the gross amount of business which will be transacted
from places of business in the State of Illinois during the following year
will be: $
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ARTICLE EIGHT OTHER PROVISIONS
Attach a separate sheet of this size for any other provision to be included in the Articles of
Incorporation, e.g., authorizing preemptive rights; denying cumulative voting; regulating
internal affairs; voting majority requirements; fixing a duration other than perpetual; etc.
NAMES & ADDRESSES OF INCORPORATORS
The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in
the foregoing Articles of Incorporation are true.
Dated FEBRUARY 16, 1990.
Signatures and Names Post Office Address
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1. /s/ Frank J. Gaspari 1. P.O. BOX 430
--------------------------------------- Street
Signature
FRANK J. GASPARI BERWYN, ILLINOIS 60402-0430
Name (please print) City/Town State Zip
2. /s/ Tim H. Yario 2. P.O. BOX 430
--------------------------------------- Street
Signature
TIM H. YARIO BERWYN, ILLINOIS 60402-0430
Name (please print) City/Town State Zip
3.
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Signature Street
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Name (please print) City/Town State Zip
(Signatures must be in ink on original document. Carbon copy, Xerox or rubber stamp signature may only be used
on conformed copies.)
NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be
shown and the execution shall be by its President or Vice President and verified by him, and attested by its
Secretary or an Assistant Secretary.
Form BCA-2.10
File No.
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ARTILES OF INCORPORATION
COLUMN, INC.
FEE SCHEDULE
.. The initial licence fee for a domestic corpoartion is computed at the rate of 1/20th of 1 percent (50(CENTS)
per $1,000) of the amount of stated capital and paid-in surplus, with a mininum of 50(CENTS).
.. The initial franchise tax is assessed at the rate of 1/10th of 1 percent ($1.00 per $1,000) of the stated
capital and paid-in surplus represented in this state, with a mininum of $25.00 and a maximum of $1,000,000.
.. The filing fee is $75.00.
The mininum total fee due (license fee + franchise tax + filing fees) where all the the property and business
is in Illinios, or where the corporation elects to pay on that basis is $100.50. If you would like the fees
computed for you, please call the Department of Business Services in Springfield.
RETURN TO
Department of Business Sevices
Corporation Division
Secretary of State
Springfield, Illinois 62756
Telephone (217) 782-6961
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File #
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BCA-10.30 (Form Rev. Jun. 1986) JIM EDGAR This space for use by
Secretary of State Secretary of State
Submit in Duplicate State of Illinois
Date 5-31-90
Remit payment in Check or Money
Order, payable to "Secretary of ARTICLES OF AMENDMENT License Fee $
State." Franchise Tax $25
Filing Fee
DO NOT SEND CASH!
Clerk MJ
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Pursuant to the provisions of "The Business Corporation Act of 1983", the undersigned corporation hereby adopts
these Articles of Amendment to its Articles of Incorporation.
ARTICLE ONE The name of the corporation is COLUMN INC.
(Note 1)
ARTICLE TWO The following amendment of the Articles of Incorporation was adopted on May 24, 1990 in the
manner indicated below. ("X" one box only.)
[ ] By a majority of the incorporators, provided no directors were named in the articles
of incorporation and no directors have been elected, or by a majority of the board of
directors, in accordance with Section 10.10, the corporation having issued no shares as
of the time of adoption of this amendment.
(Note 2)
[ ] By a majority of the board of directors, in accordance with Section 10.15, shares
having been issued but shareholder action not being required for the adoption of the
amendment.
(Note 3)
[X] By the shareholders, in accordance with Section 10.20, a resolution of the board of
directors having been duly adopted and submitted to the shareholders. At a meeting of
shareholders, not less than the minimum number of votes required by statute and by the
articles of incorporation were voted in favor of the amendment.
(Note 4)
[ ] By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the
board of directors having been duly adopted and submitted to the shareholders. A
consent in writing has been signed by shareholders having not less than the minimum
number of votes required by statute and by the articles of incorporation. Shareholders
who have not consented in writing have been given notice in accordance with Section
7.10.
(Note 4)
[ ] By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the
board of directors having been duly adopted and submitted to the shareholders. A
consent in writing has been signed by all the shareholders entitled to vote on this
amendment.
(Note 4)
(INSERT AMENDMENT)
(Any article being amended is required to be set forth in its entirety.) (Suggested language for an amendment to
change the corporate name is: RESOLVED, that the Articles of Incorporation be amended to read as follows:)
BE IT RESOLVED THAT THE ARTICLES OF INCORPORATION BE AMENDED TO READ AS FOLLOWS: COLUMN
OFFICE EQUIPMENT, INC.
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(NEW NAME)
All changes other than name, include on page 2
(over)
Page 2
Resolution
Page 3
ARTICLE THREE The manner in which any exchange, reclassification or cancellation of issued shares, or a
reduction of the number of authorized shares of any class below the number of issued shares of
that class, provided for or effected by this amendment, is as follows (If not applicable,
insert "No change")
NO CHANGE
ARTICLE FOUR (a) The manner in which said amendment effects a change in the amount of paid-in capital
(Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total
of these accounts) is as follows: (If not applicable, insert "No change")
NO CHANGE
(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in
Surplus and is equal to the total of these accounts) as changed by this amendment is as
follows: (If not applicable, insert "No change")
NO CHANGE
Before Amendment After Amendment
Paid-in Capital $ $
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(Complete either Item 1 or 2 below)
(1) The undersigned corporation has caused these articles to be signed by its duly authorized officers, each of
whom affirm, under penalties of perjury, that the facts stated herein are true.
Dated MAY 24, 1990 COLUMN OFFICE EQUIPMENT, INC.
(Insert Name of Corporation)
attested by /s/ Tim H. Yario by /s/ Frank J. Gaspari
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(Signature of Secretary or Assistant Secretary) (Signature of President or Vice President)
TIM H. YARIO, SECRETARY FRANK J. GASPARI, PRES.
(Type or Print Name and Title) (Type or Print Name and Title)
(2) If amendment is authorized by the incorporators, the incorporators must sign below.
OR
If amendment is authorized by the directors and there are no officers, then a majority of the directors or such
directors as may be designated by the board, must sign below.
The undersigned affirms, under penalties of perjury, that the facts stated herein are true.
Dated , 19
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Page 4
NOTES AND INSTRUCTIONS
NOTE 1: State the true exact corporate name as it appears on the records of the office of the Secretary of
State, BEFORE any amendments herein reported.
NOTE 2: Incorporators are permitted to adopt amendments ONLY before any shares have been issued and before
any directors have been names or elected. ((S) 10.10)
NOTE 3: Directors may adopt amendments without shareholder approval in only six instances, as follows:
(a) to remove the names and addresses of directors named in the articles of incorporation;
(b) to remove the name and address of the initial registered agency and registered office, provided a
statement pursuant to (S) 5.10 is also filed;
(c) to split the issued whole shares and unissued authorized shares by multiplying them by a whole
number, so long as no class or series is adversely affected thereby;
(d) to change the corporate name by substituting the word "corporation", "incorporated", "company",
"limited", or the abbreviation "corp.", "inc.", "co", or "ltd" for a similar word or abbreviation
in the name, or by adding a geographical attribution to the name;
(e) to reduce the authorized shares of any class pursuant to a cancellation statement filed in
accordance with (S) 9.05.
(f) to restate the articles of incorporation as currently amended. ((S) 10.15)
NOTE 4: All amendments not adopted under (S) 10.10 or (S) 10.15 require (1) that the board of directors adopt
a resolution setting forth the proposed amendment and (2) that the shareholders approve the
amendment.
Shareholder approval may be (1) by vote at a shareholders' meeting (either annual or special) or (2)
by consent, in writing, without a meeting.
To be adopted, the amendment must receive the affirmative vote or consent of the holders of at least
2/3 of the outstanding shares entitled to vote on the amendment (but if class voting applies, then
also at least a 2/3 vote within each class is required).
The articles of incorporation may supersede the 2/3 vote requirement by specifying any smaller or
larger vote requirement not less than a majority of the outstanding shares entitled to vote and not
less than a majority within each class when class voting applies. ((S) 10.20)
NOTE 5: When shareholder approval is by written consent, all shareholders must be given notice of the proposed
amendment at least 5 days before the consent is signed. If the amendment is adopted, shareholders who
have not signed the consent must be promptly notified of the passage of the amendment. ((S)(S) 7.10 &
10.20)
Form BCA-10.30
File No.
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ARTICLES OF AMENDMENT
Filing Fee $25.00
Filing Fee for Re-stated Articles
$100.00
RETURN TO:
Department of Business Services
Corporation Division
Secretary of State
Springfield, Illinois 62756
Telephone (217) 782-6961
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Form BCA-10.30 ARTICLES OF AMENDMENT
(Rev. Jan. 1999) File # 5585-144-1
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Jesse White FILED
Secretary of State
Department of Business Services MAR 27, 2002 --------------------------------
Springfield, IL 62756 This space for use by
Telephone (217) 782-1832 Secretary of State
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Remit payment in check or money JESSE WHITE Date 3-27-02
order, payable to "Secretary of SECRETARY OF STATE
State." Franchise Tax $
Filing Fee* $25.00
The filing fee for restated articles Penalty $
of amendment - $100.00
Approved: KK
http://www.sos.state.il.us
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1. CORPORATE NAME: COLUMN OFFICE EQUIPMENT, INC.
(Note 1)
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted on March 12 2002 in the
(Month & Day) (Year)
manner indicated below. ("X" one box only)
[ ] By a majority of the incorporators, provided no directors were named in the articles of incorporation
and no directors have been elected;
(Note 2)
[ ] By a majority of the board of directors, in accordance with Section 10.10, the corporation having
issued no shares as of the time of adoption of this amendment;
(Note 2)
[ ] By a majority of the board of directors, in accordance with Section 10.15, shares having been issued
but shareholder action not being required for the adoption of the amendment;
(Note 3)
[ ] By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having
been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the
minimum number of votes required by statute and by the articles of incorporation were voted in favor
of the amendment;
(Note 4)
[ ] By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of
directors having been duly adopted and submitted to the shareholders. A consent in writing has been
signed by shareholders having not less than the minimum number of votes required by statute and by the
articles of incorporation. Shareholders who have not consented in writing have been given notice in
accordance with Section 7.10;
(Notes 4 & 5)
[X] By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of
directors having been duly adopted and submitted to the shareholders. A consent in writing has been
signed by all the shareholders entitled to vote on this amendment;
(Note 5)
3. TEXT OF AMENDMENT
a. When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other
amendments.
Article I: The name of the corporation is:
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(NEW NAME)
All changes other than name, include on page 2
(over)
Text of Amendment
b. (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its
entirety. If there is not sufficient space to do so, add one or more sheets of this size.)
RESOLVED, that Article Four, Paragraph 1 of the Articles of Incorporation be amended to read as
follows:
The authorized shares of the corporation shall be:
Class Par Value Number of Shares Authorized
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Common None 2,000
Upon filing of these Articles of Amendment, every eleven (11) shares of outstanding common stock shall
automatically and without need for any further action, be combined into one (1) share of common stock of the
corporation. No fraction of a share of common stock of the corporation shall be issued as a result of this stock
combination.
4. The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of
issued shares, or a reduction of the number of authorized shares of any class below the number of issued
shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert
"no change")
As set forth in Article 3b to these Articles of Amendment, the corporation is increasing the number of
authorized shares of its common stock to 2,000 authorized shares of common stock and combining the number
of shares of its outstanding common stock by an 1:11 ratio, resulting in a total of 91 issued shares.
5. (a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of
paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the
total of these accounts) is as follows: (If not applicable, insert "No change")
No change
(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-In Surplus
and is equal to the total of these accounts) as changed by this amendment is as follows: (If not
applicable, insert "No change")
Before Amendment After Amendment
Paid-in Capital $ No Change $ No Change
(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)
6. The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of
whom affirms, under penalties of perjury, that the facts stated herein are true.
Dated March 26, 2002 Column Office Equipment, Inc.
attested by /s/ Chris Hagan /s/ Frank Gaspari
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(Signature of Secretary or Assistant Secretary) (Signature of President or Vice President)
Chris Hagan, Assistant Secretary Frank Gaspari, President
(Type or Print Name and Title) (Type or Print Name and Title)
7. If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign
below, and type or print name and title.
OR
If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a
majority of the directors or such directors as may be designated by the board, must sign below, and type or
print name and title.
The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.
Dated ,
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(Month & Day) (Year)
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