EX-3.11 10 d131098dex311.htm EX-3.11 EX-3.11

Exhibit 3.11

DELL COMPUTER DE ARGENTINA CORP.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

ORIGINALLY FILED ON AUGUST 17, 1998

The following shall constitute the Certificate of Incorporation for a corporation organized under the General Corporation Law of the State of Delaware (the “DGCL”) and originally incorporated on August 17, 1998 under the name of Dell Computer de Argentina Corp. (the “Corporation”), and has been duly adopted in accordance with the provisions of Section and 242 and 246 of the DGCL by unanimous written consent of the Board of Directors and unanimous written consent of the Corporation’s stockholders:

 

1.

Name. The name of the Corporation is Dell America Latina Corp.

 

2.

Registered Office and Agent. The registered office of the Corporation in the State of Delaware is located at Corporation Service Company, 1013 Centre Road in the City of Wilmington, County of New Castle. The name of the registered agent of the Corporation at such address is Corporation Service Company.

 

3.

Purposes. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful business or activity for which corporations may be organized under the DGCL.

 

4.

Authorized Capital Stock. The total number of shares of stock that the Corporation shall have authority to issue is 1,000 shares, par value $.01 per share, designated as Common Stock.

 

5.

Initial Sole Director. The number of directors constituting the initial board of directors of the Corporation is one, and the name and mailing address of the person who is to serve as a director of the Corporation until the first annual meeting of stockholders or until his successor is elected and qualified are as follows:

 

Thomas B. Green  

One  Dell Way

  Round Rock, Texas 78682-2244

 

6.

Election of Directors. Directors of the Corporation need not be elected by written ballot.

 

7.

By-laws. The directors of the Corporation shall have the power to adopt, amend and repeal the By-laws of the Corporation.


8.

Indemnification. The Corporation shall indemnify each of its directors and officers (and each person who has ever served as a director or officer of the Corporation) to the fullest extent permitted by applicable law (including the provisions of Section 145 of the DGCL). In addition, the board of directors of the Corporation shall have the power to cause the Corporation to indemnify any employee or agent of the Corporation to the fullest extent permitted by applicable law (Including the provisions of Section 145 of the DGCL).

 

9.

Limitation on Personal Liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law, (c) under Section 174 of the DGCL or (d) for any transaction from which the director derived an improper personal benefit. Any repeal or amendment of this Article by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation arising from an act or omission occurring prior to the time of such repeal or amendment. In addition to the circumstances in which a director of the Corporation is not personally liable as set forth in the foregoing provisions of this Article, a director shall not be liable to the Corporation or its stockholders to such further extent as permitted by any law hereafter enacted, including any subsequent amendment to the DGCL.

I, the undersigned, being Secretary of the Corporation, do execute and file this Amended and Restated Certificate of Incorporation on April 18, 2000, having been so authorized by resolution of the Corporation’s Board of Directors.

 

/s/ Thomas H. Welch, Jr.
Thomas H. Welch, Jr., Assistant Secretary