Exhibit 3.11
CERTIFICATE OF CONVERSION
OF
CENDANT CAR RENTAL GROUP, INC.
TO
CENDANT CAR RENTAL GROUP, LLC
Pursuant to Section 266 of the General
Corporation Law of the State of Delaware
and Sections 18-204 and 18-214 of the Delaware Limited Liability Company Act
Cendant Car Rental Group, Inc., a Delaware corporation (the
"Corporation"), does hereby certify to the following facts relating to the
conversion of the Corporation into a Delaware limited liability company (the
"Conversion") under the name Cendant Car Rental Group, LLC:
FIRST: The name of the Corporation immediately prior to the filing of this
Certificate of Conversion is Cendant Car Rental Group, Inc.
SECOND: The original Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on the 29th day of April,
1996. The Corporation's jurisdiction of incorporation immediately prior to the
filing of this Certificate of Conversion is the State of Delaware.
THIRD: The name of the limited liability company into which the Corporation
shall be converted, as set forth in its Certificate of Formation, is Cendant
Car Rental Group, LLC.
FOURTH: This Certificate of Conversion to a Delaware limited liability company
shall be effective at 10:00 a.m. on the 9th day of January, 2006.
FIFTH: The Conversion has been approved in accordance with Section 266 of the
General Corporation Law of the State of Delaware and Sections 18-204 and 18-214
of the Delaware Limited Liability Company Act.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Conversion
to be executed on this 9th day of January, 2006.
CENDANT CAR RENTAL GROUP, INC.
By: /s/ Jean Marie Sera
-----------------------------------
Name: Jean Marie Sera
Title: Vice President & Assistant Secretary
CERTIFICATE OF FORMATION
OF
CENDANT CAR RENTAL GROUP, LLC
1. The name of the limited liability company is Cendant Car Rental Group, LLC
2. The address of its registered office in the State of Delaware is 2711
Centerville Road, Suite 400, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is: Corporation Service
Company.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Cendant Car Rental Group, LLC on this 9th day of January, 2006.
Cendant Car Rental Group, LLC
By: /s/ Lynn A. Feldman
-----------------------------
Name: Lynn A. Feldman
Title: Authorized Person
CERTIFICATE OF CONVERSION
OF
AVIS CAR RENTAL GROUP, INC.
OF
AVIS CAR RENTAL GROUP, LLC
Pursuant to Section 266 of the General
Corporation Law of the State of Delaware
and Sections 18-204 end 18-214 of the Delaware Limited Liability Company Act
Avis Car Rental Group, Inc., a Delaware corporation (the "Corporation").
does hereby certify to the following facts relating to the conversion of the
Corporation into a Delaware limited liability company (the "Conversion") under
the name Avis Car Rental Group, LLC:
FIRST: The name of the Corporation immediately prior to filing of this
Certificate of Conversion is Avis Car Rental Group, Inc.
SECOND: The original Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on the 16th day of
July, 1986. The Corporation's jurisdiction of incorporation immediately prior
to the filing of this Certificate of Conversion is the State of Delaware.
THIRD: The name of the limited liability company into which the
Corporation shall be converted, as set forth in its Certificate of Formation,
is Avis Car Rental Group, LLC.
FOURTH: This Certificate of Conversion to a Delaware limited liability
company shall be effective at 10:00 a.m. on the 12th day of January, 2006.
FIFTH: The Conversion has been approved in accordance with Section 266
of the General Corporation Law of the State of Delaware and Sections 18-204 and
18-214 of the Delaware Limited Liability Company Act.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed on this 12th day of January 2006.
/s/ Jean M. Sera
-------------------------------------
Name: Jean Marie Sera
Title: Vice President and Assistant
Secretary
CERTIFICATE OF FORMATION
OF
AVIS CAR RENTAL GROUP, LLC
1. The name of the limited liability company is Avis Car Rental Group, LLC.
2. The address of its registered office in the State of Delaware is 2711
Centerville Road, Suite 400, in the City of Wilmington, County of New
Castle. The name of its registered agent at such address is: Corporation
Service Company.
3. This Certificate of Formation shall be effective at 10:00 a.m. on the 12th
day of January, 2006.
Avis Car Rental Group, LLC
By: /s/ Lynn A. Feldman
-----------------------------
Lynn A. Feldman
Authorized Person
Certificate of Amendment
Of
Certificate of Incorporation
Of
Cendant Car Rental, Inc.
Cendant Car Rental, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, by the unanimous
written consent of its members, filed with the minutes of the Board, adopted a
resolution proposing and declaring advisable an amendment to the Certificate of
Incorporation of the Corporation to change the name of the Corporation to
"Cendant Car Rental Group, Inc."
SECOND: That in lieu of a meeting and Vote of the stockholder, the sole
stockholder has given its unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware by adopting the following resolution:
RESOLVED, that Article FIRST of the Certificate of Incorporation be amended
to read as follows:
"FIRST: 'The name of the Corporation is Avis Car Rental Group, Inc."
FURTHER RESOLVED, that the foregoing name change shall be effective upon the
filing of this certificate.
THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed
by Lynn A. Feldman, its Vice President and Assistant Secretary, this 25th day
of November 2002.
/s/ Lynn A. Feldman
--------------------------------------
Lynn A. Feldman
Vice President and Assistant Secretary
Certificate of Amendment
of
Certificate of Incorporation
of
HFS Car Rental, Inc.
HFS Car Rental, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:
FIRST: That the Board of Directors of the Corporation by the unanimous
Written consent of its members adopted a Resolution proposing and declaring it
advisable to amend the Certificate of Incorporation of the Corporation in order
to change the name or the Corporation to Ccndant Car Rental. Inc.
SECOND: That in lieu of a meeting and vote of the stockholder, the sole
stockholder has given its unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware by adopting the following resolution:
RESOLVED, that Article FIRST of the Certificate of Incorporation be
amended to read as follows:
"FIRST: The name of the Corporation is Cendant Car Rental, Inc."
FURTHER RESOLVED, that the foregoing name change shall be effective as
of February 6.1998.
THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware.
FOURTH: This Certificate of Amendment of the Certificate of Incorporation
shall be effective as of February 6, 1998.
IN WITNESS WHEREOF, said HFS Car Rental, Inc. has caused this certificate to
be signed by the officer whose name and office appears below, this 5th day of
February 1998.
HFS CAR RENTAL, INC.
/s/ James E. Buckman
----------------------------------
James E. Buckman
Senior Executive Vice President
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
Avis, Inc., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by the unanimous
written consent of its members, filed with the minutes of the Board, adopted
a resolution proposing and declaring advisable the following amendment to
the Restated Certificate of Incorporation of said corporation:
RESOLVED, that the Restated Certificate of Incorporation of Avis, Inc.
be amended by changing the First Article thereof so that, as amended,
said Article shall be and read as follows:
The name of the corporation is HFS Car Rental, Inc. (hereinafter the
"Corporation").
SECOND: That in lieu of a meeting and vote of stockholders, the stockholders
have given unanimous written consent to said amendment in accordance with
the provisions of Section 228 of the General Corporation Law of the State of
Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said Avis, Inc. has caused this certificate to be signed
by Stephen P. Holmes, its Vice Chairman and CEO, this fifth day of June 1997.
AVIS, INC.
By: /s/ Stephen P. Holmes
-----------------------------
Vice Chairman and CEO
RESTATED CERTIFICATE OF INCORPORATION
OF
AVIS, INC.
Pursuant to Sections 228, 242 and 245 of the General
Corporation Law of the State of Delaware
Avis, Inc., a Delaware corporation (hereinafter the "Corporation"), does
hereby certify as follows:
FIRST: The name of the Corporation is Avis,. Inc. The original
Certificate of Incorporation of the Corporation was filed with the Secretary of
State of the State of Delaware on July 16, 1986 and the name under which the
Corporation was originally incorporated was Siva Holdings, Inc.
SECOND: Pursuant to Sections 242 and 245 of the General Corporation Law
of the State of Delaware, this Restate Certificate of Incorporation of the
Corporation restates and integrates and further amends the provisions of the
Corporation's Certificate of Incorporation.
THIRD: The entire text of the Corporation's Certificate of Incorporation
as heretofore amended, is hereby amended and restated in its entirety to read
as follows:
FIRST: The name of the Corporation is Avis, Inc. (hereinafter the
"Corporation")
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of its registered agent at that address is The Corporation
Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the
"GCL").
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 1,000 shares of Common Stock, each having a par
value of one penny ($0.0l).
FIFTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation, and of
its directors and stockholders:
(1) The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors.
(2) The directors shall have concurrent power with the stockholders to
make, alter, amend, change, add to or repeal the By-Laws of the Corporation.
(3) The number of directors of the Corporation shall be as from time to
time fixed by, or in the manner provided in, the By-Laws of the Corporation.
Election of directors need not be by written ballot unless the By-Laws so
provide.
(4) No director shall be personally liable to the Corporation or any of
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the GCL or (iv) for any transaction from
which the director derived an improper personal benefit. Any repea1 or
modification of this Article FIFTH by the stockholders of The Corporation shall
not adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.
(5) If the GCL is hereinafter amended to authorize the further
elimination or limitation of the liability of a director, then the liability of
a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the GCL, as so amended.
(6) The provisions of this Article FIFTH shall not be deemed to limit or
preclude indemnification of a director by the Corporation for any liability of
a director that has not been eliminated or limited by the provisions of
subsections (4) and (5) of this Article FIFTH.
(7) In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation. subject, nevertheless, to the provisions of the GCL, this
Certificate of Incorporation, and any By-Laws adopted by the Stockholders;
provided, however, that no By-Laws hereafter adopted by the stockholders shall
inva1idate any prior act of the directors which would have been valid if such
By-Laws had not been adopted.
SIXTH: Meeting of stockholder may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the GCL) outside the State of Delaware
at such place or places as may be designated from time to time by the Board of
Directors of in the By-laws of the Corporation.
SEVENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholder herein are granted subject to this reservation.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly
executed this 17th day of October, 1996.
AVIS, INC.
By: /s/ James E. Buckman
-----------------------------
Name: James E. Buckman
Title: Vice President