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COMPOSITE
CERTIFICATE OF INCORPORATION
of
ARCHER-DANIELS-MIDLAND COMPANY
(giving effect to all amendments through October 15, 1992)
First: The name of the Corporation is
ARCHER-DANIELS-MIDLAND COMPANY
Second: The principal office of the Corporation in the State of
Delaware is located at 1209 Orange Street, in the City of
Wilmington, County of New Castle and State of Delaware, and the
name and address of its resident agent is The Corporation Trust
Company, 1209 Orange Street, Wilmington, Delaware 19801.
Third: The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the
General Corporation Law of Delaware.
Fourth: The total number of shares of all classes which the
Corporation shall have authority to issue is 800,500,000,
consisting of 800,000,000 shares of Common Stock and 500,000
shares of Preferred Stock, all without par value.
The designations and the voting powers, preferences and relative
participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, of the
Preferred Stock and the Common Stock which are fixed by the
Certificate of Incorporation and the express grant of authority to
the Board of Directors of the Corporation (hereinafter referred to
as the Board of Directors) to fix by resolution or resolutions the
designations and the voting powers, preferences and relative,
participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, of the
Preferred Stock which are not fixed by the Certificate of
Incorporation, are as follows:
(1) The Preferred Stock may be issued at any time or from time to
time in any amount, provided not more than 500,000 shares thereof
shall be outstanding at any one time, as Preferred Stock of one or
more series, as hereinafter provided. Each share of any one series
of Preferred Stock shall be alike in every particular except as to
the date from which dividends thereon shall be cumulative, each
series thereof shall be distinctly designated by letter or
descriptive words, and all series of Preferred Stock shall rank
equally and be identical in all respects except as permitted by
the provisions of Section 2 of this Article Fourth. Shares of
Preferred Stock shall be issued as fully paid and nonassessable
shares.
(2) Authority is hereby expressly granted to and vested in the
Board of Directors at any time or from time to time to issue the
Preferred Stock as Preferred Stock of any series, and in
connection with the creation of each such series, to fix by
resolution or resolutions providing for the issue of shares
thereof the designations and the voting powers, preferences and
relative, participating, option or other special rights, and the
qualifications, limitations or restrictions thereof, of such
series so far as not inconsistent with the provisions of this
Article Fourth applicable to all series of Preferred
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Stock, and to the full extent now or hereafter permitted by the
laws of the State of Delaware, in respect of the matters set forth
in the following subdivisions (a) and (g) inclusive:
(a) The distinctive designation of such series and the number of
shares which shall constitute such series, which number may be
increased (except where otherwise provided by the Board of
Directors in creating such series) or decreased (but not below the
number of shares thereof then outstanding) from time to time by
like action of the Board of Directors;
(b) The rate or rates at which shares of such series shall be
entitled to receive dividends, the conditions and limitations upon
the payment, and the preferences, of such dividends, whether such
dividends shall be cumulative and, if cumulative, the date or
dates from which such dividends shall accumulate, and the dates
upon which such dividends, if declared, shall be payable;
(c) The rights of the Corporation at its option to redeem shares
of such series, the manner of selecting shares for redemption, the
redemption price or prices, and the manner of redemption and the
effect thereof;
(d) The amount payable on shares of such series in the event of
any liquidation, dissolution or winding up of the affairs of the
Corporation which amount may vary depending upon whether such
liquidation, dissolution or winding up is voluntary or
involuntary;
(e) The obligation, if any, of the Corporation to maintain a
purchase, retirement or sinking fund for shares of such series, or
to redeem shares or such series and the provisions with respect
thereto;
(f) The rights, if any, of the holders of shares of such series to
convert such shares into shares of stock of the Corporation of any
class or of any series of any class and the terms and conditions
of such conversion; and
(g) The voting rights, if any, and any other preferences, and
relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof.
(3) The voting powers, preferences and rights, and the
qualifications, limitations and restrictions thereof, applicable
to the Common Stock and to the Preferred Stock of all series,
except as set forth in Article Fifth hereof, are as follows:
(a) The holders of shares of Preferred Stock of each series shall
be entitled to such cash dividends, but only when and as declared
by the Board of Directors out of funds legally available therefor,
as they may be entitled to in accordance with the resolution or
resolutions adopted by the Board of Directors providing for the
issuance of such series; and
(b) So long as there shall be outstanding any shares of Preferred
Stock of any series entitled to cumulative dividends pursuant to
the resolution or resolutions providing for the issuance of such
series, no dividend, whether in cash or property, shall be paid or
declared, nor shall any distribution be made, on Common Stock, nor
shall any shares of Common Stock be purchased, redeemed, or
otherwise acquired for value by the Corporation, unless the full
cumulative
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dividends on the Preferred Stock of all series entitled to
cumulative dividends for all past quarterly dividend periods and
for the then current quarterly dividend period shall have been
paid or declared and a sum sufficient for the payment thereof set
apart. The foregoing provisions of this subdivision (b) shall not,
however, apply to a dividend payable in Common Stock or to the
acquisition of shares of Common Stock in exchange for, or through
application of the proceeds of the sale of, shares of Common
Stock.
Subject to the foregoing and to any further limitations prescribed
in accordance with the provisions of Section 2 of this Article
Fourth, the Board of Directors may declare, out of any funds
legally available therefor, dividends upon the then outstanding
shares of Common Stock, and shares of Preferred Stock of any
series shall not be entitled to share therein.
(c) In the event of any liquidation or dissolution or winding up
of the Corporation, the holders of the Preferred Stock of each
series shall be entitled to receive, out of the assets of the
Corporation available for distribution to its stockholders, before
any distribution of assets shall be made to the holders of Common
Stock, payment of the amount per share provided for in the
resolution or resolutions adopted by the Board of Directors
providing for the issuance of such series; and the holders of the
Common Stock shall be entitled, to the exclusion of the holders of
the Preferred Stock of any and all series, to share ratably in all
the assets of the Corporation then remaining in accordance with
their respective rights and preferences. If upon any liquidation
or dissolution or winding up of the Corporation the assets
available for distribution shall be insufficient to pay the
holders of all outstanding shares of Preferred Stock the full
amounts to which they respectively shall be entitled, the holders
of shares of Preferred Stock of all series shall share ratably in
any distribution of assets according to the respective amounts
which would be payable in respect of the shares held by them upon
such distribution if all amounts payable in respect of the
Preferred Stock of all series were paid in full. Neither the
statutory merger nor consolidation of the Corporation into or with
any other corporation, nor the statutory merger or consolidation
of any other corporation into or with the Corporation, nor a sale,
transfer or lease of all or any part of the assets of the
Corporation, shall be deemed to be a liquidation, dissolution or
winding up of the Corporation within the meaning of this
subdivision (c).
(d) Except as provided in the resolution or resolutions providing
for the issue of any series of Preferred Stock, the exclusive
voting power for all purposes shall be vested in the holders of
Common Stock, each holder of Common Stock being entitled to one
vote for each share of Common Stock held by him.
(4) Shares of Preferred Stock and Common Stock may be issued by
the Corporation from time to time for such consideration as may be
fixed from time to time by the Board of Directors. Shares for
which the consideration so fixed shall have been paid or delivered
shall be deemed fully paid stock and shall not be liable to any
further call or assessment thereon; and the holder of such shares
shall not be liable for any further payments in respect of such
shares.
(5) The amount of capital stock with which the Corporation will
commence business is One Thousand Dollars ($1,000). The
Corporation will also commence business with an original or paid
in surplus of not less than One Million Five Hundred Thousand
Dollars ($1,500,000).
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Fifth: No holder of Preferred Stock or Common Stock shall be
entitled as such, as a matter of right, to subscribe for or
purchase any part of any new or additional issues of shares of any
class whatsoever or of any securities convertible into or
exchangeable for any shares of any class whatsoever, whether now
or hereafter authorized and whether issued for cash or other
consideration.
Sixth: The names and places of residence of each of the original
subscribers to the capital stock of the Corporation and the number
of shares subscribed for by each are as follows:
Number of Shares
Name Residence Common
Frank C. Taylor 37 Wall Str., New York 14
H. B. Holland 37 Wall Str., New York 13
Robert A. MacLean 37 Wall Str., New York 13
Seventh: The Corporation is to have perpetual existence.
Eighth: The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatever.
Ninth: The Board of Directors shall consist of the number (never
less than three) provided for in the Bylaws and the number may be
increased or decreased and any vacancies filled, as therein
provided. It shall not be necessary to be a stockholder in order
to be a director.
Tenth: In furtherance, and not in limitation, of the powers
conferred by statute, the Board of Directors of the Corporation
are expressly authorized:
To make, alter, amend and rescind the Bylaws of the Corporation,
but any Bylaws, so made, altered or amended by the Board of
Directors may be altered, amended and rescinded either by the
directors or the stockholders of the Corporation.
To fix and change, from time to time, the amount that shall be
reserved as working capital.
To determine, from time to time, whether and to what extent, and
at what time and places, and under what conditions and
regulations, the accounts and books of the Corporation (other than
the stock ledger) or any of them shall be open to inspection of
the stockholders; and no stockholder shall have any right to
inspect any account, book or document of the Corporation, except
as conferred by statute, unless authorized by a resolution of the
stockholders or the Board of Directors of the Corporation.
To remove at any time any officer elected or appointed by the
Board of Directors, but only by the affirmative vote of a majority
of the then Board of Directors, and to remove any other officer or
employee of the Corporation or to confer such power on any
committee or officer. Any removal may be for cause or without
cause.
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To designate from their number by vote of a majority of the entire
Board of Directors in accordance with law, an Executive Committee
of not less than three members, who, to the extent provided in the
Bylaws or the resolution of the Board of Directors so designating
them, shall have and exercise the powers of the Board of Directors
in the management of the business and affairs of the Corporation
during the intervals between the meetings of the Board of
Directors and shall have power to authorize the seal of the
Corporation to be affixed to all papers which may require it. The
Board may also appoint from their number such other committees as
they may deem judicious and to such extent as shall be provided by
resolution of the Board of Directors or in the Bylaws may delegate
to such committees all or any of the powers of the Board of
Directors which may be lawfully delegated. The Board of Directors
may fill vacancies in any committee appointed by it.
The stockholders having voting power of the Corporation may in its
Bylaws confer powers additional to the foregoing (not, however,
inconsistent with law) upon the Board of Directors, in addition to
the powers and authorities expressly conferred upon them by the
statutes of the State of Delaware.
Eleventh: The stockholders may hold their meetings, annual or
special, within or without the State of Delaware, if the Bylaws so
provide; and the Board of Directors or any committee thereof may
hold any or all of their meetings within or without the State of
Delaware at such places as the Board of Directors or the
Committee, as the case may be, may designate.
The Corporation may have one or more offices in addition to the
principal office in the State of Delaware and may keep its books
(except when otherwise expressly provided by law) outside the
State of Delaware at such places as may be, from time to time,
designated by the Board of Directors.
Twelfth: No contract or other transaction of the Corporation shall
be affected by the fact that any of the directors of the
Corporation are in any wise interested in or connected with any
other party to such contract or transaction or are themselves
parties to such contract or transaction, provided that at the
meeting of the Board of Directors authorizing or confirming such
contract or transaction there shall be present a quorum of
directors not so interested or connected and such contract or
transaction shall be approved by a majority of such quorum, which
majority shall consist of directors not so interested or
connected. Any contract, transaction or act of the Corporation or
of the Board of Directors or of the Executive Committee which
shall be ratified by a majority in interest of a quorum of the
stockholders of the Corporation having voting power at any annual
meeting or any special meeting called for such purpose shall be as
valid and as binding as though ratified by every stockholder of
the Corporation.
Thirteenth: The Corporation reserves the right (1) to create one
or more classes of stock with such designations, preferences,
redemption or dividend provisions and voting powers, or
restrictions or qualifications thereof, as shall be stated and
expressed in any certificate amendatory hereof, duly authorized,
executed and filed in the manner now or hereafter prescribed by
statutes of the State of Delaware, and (2) to amend, alter, change
or repeal any provision contained in this Certificate of
Incorporation, or any amendment thereof, in the manner now or
hereafter prescribed by the statutes of the State of Delaware, and
all rights of the stockholders of the Corporation, except as
aforesaid, are granted subject to these reservations.
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Fourteenth: A director of the Corporation shall have no personal
liability to the Corporation or its stockholders for monetary
damages for breach of his fiduciary duty as a director; provided,
however, this Article shall not eliminate or limit the liability
of a director (1) for any breach of the director's duty of loyalty
to the Corporation or its stockholders; (2) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law; (3) for the unlawful payment of
dividends or unlawful stock repurchases under Section 174 of the
General Corporation Law of the State of Delaware; or (4) for any
transaction from which the director derived an improper personal
benefit. This Article shall not eliminate or limit the liability
of a director for any act or omission occurring prior to the
effective date of this Article.
We, the undersigned, being each of the original subscribers to
the capital stock of the Corporation hereinbefore named for the
purpose of forming a corporation to do business both within and
without the State of Delaware,
and in pursuance of an Act of the Legislature of the State of
Delaware entitled "An Act Providing a General Corporation Law"
(approved March 10, 1899), being Chapter 65 of the Revised Code of
Delaware, and the acts amendatory thereof and supplemental
thereto, do make and file this certificate, hereby declaring and
certifying that the facts herein stated are true, and do
respectively agree to take the number of shares of stock
hereinbefore set forth and accordingly have hereunto set our hands
and seals this first day of May, 1923.
Frank C. Taylor (L.S.)
H. B. Holland (L.S.)
Robert A. MacLean (L.S.)
In the Presence of:
ALLEN E. MOORE
COUNTY OF NEW YORK ) ss:
STATE OF NEW YORK )
BE IT REMEMBERED, that on this first day of May, 1923,
personally came before me, Allen E. Moore, a Notary Public for the
State of New York, Frank C. Taylor, H. B. Holland and Robert A.
MacLean, parties to the foregoing Certificate of Incorporation,
known to me personally to be such, and severally acknowledged the
said certificate to be the act and deed of the signers
respectively and that the facts therein stated are truly set
forth.
GIVEN under my hand and seal of office the day and year aforesaid.
ALLEN E. MOORE ALLEN E. MOORE
NOTARY PUBLIC Notary Public, Richmond
RICHMOND COUNTY County
Certificate Filed in New York County
No. 800
Kings County No. 147
Register New York County No. 4080A
Register Kings County No. 4294
Certificate Filed in Dutchess County
My Commission Expires March 30, 1924
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