PAUL D. PATE Statement of Change
Secretary of State of Registered Office or
State of Iowa Registered Agent or Both
- -------------------------------------------------------------------------------
Pursuant to the provisions of the Iowa Business Corporation Act, the Iowa
Limited Liability Company Act, or the Iowa Nonprofit Corporation Act, the
corporation submits the following statement to change the registered office or
registered agent or both, in Iowa:
PIONEER HI-BRED INTERNATIONAL, INC
1. The name of the corporation: PIONEER OVERSEAS CORPORATION
__________________________________________
2. The address of the registered office as it currently appears on the
records in this office:
700 CAPITAL SQUARE DES MOINES IA 50309
___________________________________________________________________________
Street City State Zip
3. The address of the new registered office of the corporation:*
SAME
___________________________________________________________________________
Street City State Zip
4. The name of the registered agent as it currently appears on the records
in this office:
MICHAEL A DAVIS
___________________________________________________________________________
5. The name of the new registered agent for the corporation:*
SUSAN E GRIGGS
___________________________________________________________________________
*NOTE: The address of the registered office and the address of the business
office of the registered agent as changed, will be identical.
6. Signature /s/Bill DeMeulenaere
_________________________________________________________________
Please type or print name and title: BILL DEMEULENAERE, ASST SECRETARY
______________________________________
COMPLETE THIS ITEM ONLY IF REGISTERED AGENT HAS CHANGED.
The undersigned consents to be appointed registered agent for the corporation
named in this statement.
Name of new agent: SUSAN E GRIGGS
__________________________________________
Signature:/s/ SUSAN E GRIGGS
____________________________________________________
The information you provide will be open for public inspection under Iowa Code,
section 22.11.
PLEASE READ INSTRUCTIONS ON REVERSE BEFORE COMPLETING
ARTICLES OF AMENDMENT
TO THE SECOND RESTATED AND AMENDED
ARTICLES OF INCORPORATION
OF
PIONEER HI-BRED INTERNATIONAL, INC.
TO: THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to the provisions of Section 490.1003 of the Iowa Business
Corporation Act, Chapter 490 Iowa Code, the undersigned corporation adopts the
following Articles of Amendment to its Second Restated and Amended Articles of
Incorporation:
I. The name of the corporation is Pioneer Hi-Bred International, Inc. The
effective date of its incorporation was the 7th day of May 1926. Its
original name was Pioneer Hi-Bred Corn Company.
II. The following amendment of the Second Restated and Amended Articles of
Incorporation was adopted by the shareholders of the corporation on
February 27, 1996 in the manner prescribed by the Iowa Business
Corporation Act.
RESOLVED, that the Second Restated and Amended Articles of Incorporation
of the Company shall be amended by removing therefrom Article VII in its
entirety.
III. The only class of shares of the corporation outstanding at the time of
such adoption was common stock $1 par value; and the number of shares
entitled to vote thereon was 83,486,729; and the total number of votes
entitled to be cast was 187,168,299, and the number of votes
indisputably represented at the meeting was 137,058,680.
IV. The number of votes for the resolution to remove Article VII was
135,513,865; and the number of votes against such resolution was
1,544,815.
Dated this 4th day of March, 1996.
PIONEER HI-BRED INTERNATIONAL, INC.
BY: ___________________________________
CHARLES S. JOHNSON
PRESIDENT & CEO
BY: ___________________________________
JERRY L. CHICOINE
SECRETARY
STATE OF IOWA, COUNTY OF POLK, SS:
On this 4th day of March, 1996, before me, the undersigned, a Notary Public in
and for the State of Iowa, personally appeared Charles S. Johnson and Jerry L.
Chicoine, to me personally known, who, being by me duly sworn, did say that they
are the President and Chief Executive Officer and Secretary, respectively, of
said corporation executing the within and foregoing instrument, that the seal
affixed thereto is the seal of said corporation; that said instrument was signed
and sealed on behalf of said corporation by authority of its Board of Directors;
that the said President and chief Executive Officer and Secretary as such
officers acknowledged the execution of said instrument to be the voluntary act
and deed of said corporation, and that by them voluntarily executed.
_____________________________
NOTARY PUBLIC IN AND FOR
THE STATE OF IOWA
STATE OF IOWA)
ss:
COUNTY OF POLK)
Elaine Baxter Statement of Change
Secretary of State of Registered Office or
State of Iowa Registered Agent or Both
________________________________________________________________________________
Pursuant to the provisions of the Iowa Business Corporation Act, the Iowa
Limited Liability Company Act, or the Iowa Nonprofit Corporation Act, the
corporation submits the following statement to change the registered office or
registered agent or both, in Iowa:
PIONEER HI-BRED INTERNATIONAL, INC
1. The name of the corporation: PIONEER OVERSEAS CORPORATION
____________________________________________
2. The address of the registered office as it currently appears on the
records in this office:
700 CAPITAL SQUARE DES MOINES IA 50309
__________________________________________________________________________
Street City State Zip
3. The address of the new registered office of the corporation:*
SAME
__________________________________________________________________________
Street City State Zip
4. The name of the registered agent as it currently appears on the records
in this office:
JOHN D HINTZE
__________________________________________________________________________
5. The name of the new registered agent for the corporation:*
MICHAEL A DAVIS
__________________________________________________________________________
*NOTE: The address of the registered office and the address of the business
office of the registered agent as changed, will be identical.
6. Signature /s/ MICHAEL A. DAVIS
________________________________________________________________
Please type or print name and title MICHAEL A. DAVIS ASST SECRETARY
______________________________________
COMPLETE THIS ITEM ONLY IF REGISTERED AGENT HAS CHANGED.
The undersigned consents to be appointed registered agent for the corporation
named in this statement.
Name of new agent: MICHAEL A DAVIS
___________________________________________
Signature: /s/ MICHAEL A DAVIS
____________________________________________________
The information you provide will be open for public inspection under Iowa Code,
section 22.11.
PLEASE READ INSTRUCTIONS ON REVERSE BEFORE COMPLETING
SECOND RESTATED AND AMENDED
ARTICLES OF INCORPORATION OF
PIONEER HI-BRED INTERNATIONAL, INC.
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to the provisions of Section 490.1007 of the Iowa Business
Corporation Act, Chapter 490, Code of Iowa, the undersigned Corporation adopts
the following Second Restated and Amended Articles of Incorporation
ARTICLE I
The name of the corporation shall be PIONEER HI-BRED INTERNATIONAL, INC.,
and its principal place of business shall be in the City of Des Moines, Polk
County, Iowa.
ARTICLE II
The duration of the Corporation's existence hereunder is perpetual.
ARTICLE III
The purpose or purposes for which the Corporation is organized are: This
Corporation shall have unlimited power to engage in and to do any lawful act
concerning any or all lawful businesses for which corporations may be organized
under Chapter 490 of the Code of Iowa.
ARTICLE IV
A. The aggregate amount of authorized capital stock of this Corporation
shall be $l50,000,000 divided into (i) 150,000,000 shares, consisting of one
class designated as common and having a par value of One Dollar ($1.00) per
share, and (ii) 10,000,000 shares, consisting of one class designated as serial
preferred without par value.
B. 1. Each outstanding share of common stock shall entitle the holder
thereof to five votes on each matter properly submitted to the holders of shares
of common stock for their vote, consent, waiver, release or other action; except
that no holder shall be entitled to exercise more than one vote on any such
matter in respect of any share of common stock with respect to which there has
been a change in beneficial ownership during the thirty-six (36) months
immediately preceding the date on which a determination is made of the
shareholders who are entitled to take any such action.
2. A change in beneficial ownership of an outstanding share of common
stock shall be deemed to have occurred whenever a change occurs in any person or
group of persons who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise has or shares (i) voting power, which
includes the power to vote, or to direct the voting of such share; (ii)
investment power, which includes the power to direct the sale or other
disposition of such share; (iii) the right to receive or retain the proceeds of
any sale or other disposition of such share; or (iv) the right to receive any
distributions, including cash dividends, in respect of such share.
a. In the absence of proof to the contrary provided in accordance
with the procedures referred to in subparagraph (4) of this paragraph B, a
change in beneficial ownership shall be deemed to have occurred whenever a share
of common stock is transferred of record into the name of any other person.
b. In the case of a share of common stock held of record in the name
of a corporation, general partnership, limited partnership, voting trustee,
bank, trust company, broker, nominee or clearing agency, or in any other name
except a natural person, if it has not been established pursuant to such
procedures that there has been no change in the person or persons who direct the
exercise of the rights referred to in clauses 2(i) through 2(iv) of this
paragraph with respect to such share of common stock during the period of
thirty-six months immediately preceding the date on which a determination is
made of the shareholders who are entitled to take any action (or since November
14, 1985 for any period ending on or before November 14, 1988), then a change in
beneficial ownership shall be deemed to have occurred during such period.
c. In the case of a share of common stock held of record in the name
of any person as trustee, agent, guardian or custodian under the Uniform Gifts
to Minors Act as in effect in any state, a change in beneficial ownership shall
be deemed to have occurred whenever there is a change in the beneficiary of such
trust, the principal of such agent, the ward of such guardian or the minor for
whom such custodian is acting or in such trustee, agent, guardian or custodian.
3. Notwithstanding anything in this paragraph B to the contrary, no
change in beneficial ownership shall be deemed to have occurred solely as a
result of:
a. any event that occurred prior to November 14, 1985 or pursuant to
the terms of any contract (other than a contract for the purchase and sale of
shares of common stock contemplating prompt settlement), including contracts
providing for options, rights of first refusal and similar arrangements in
existence on such date to which any holder of shares of common stock is a party;
b. any transfer of any interest in shares of common stock pursuant to
a bequest or inheritance, by operation of law upon the death of any individual,
or by any other transfer without valuable consideration, including a gift that
is made in good faith and not for the purpose of circumventing this Article IV;
c. any change in the beneficiary of any trust, or any distribution of
a share of common stock from trust, by reason of the birth, death, marriage or
divorce of any natural person, the adoption of any natural person prior to age
18 or the passage of a given period of time or the attainment by any natural
person of a specific age, or the creation or termination of any guardianship or
custodial arrangement;
d. any appointment of a successor trustee, agent, guardian or
custodian with respect to a share of common stock if neither such successor has
nor its predecessor had the power to vote or to dispose of such share of common
stock without further instructions from others, whose identities remain
unchanged;
e. any change in the person to whom dividends or other distributions
in respect to a share of common stock are to be paid pursuant to the issuance
or modification of a revocable dividend payment order; or
f. except as provided in subparagraph (5) of this paragraph B, any
issuance of a share of common stock by the Corporation or any transfer by the
Corporation of a share of common stock held in treasury, (i.e., the person
acquiring the share shall be deemed on the date of issuance or transfer by the
Corporation to have continuously beneficially owned such share for thirty-six
(36) months), unless otherwise determined by the Board of Directors at the time
of authorizing such issuance or transfer.
4. For purposes of this paragraph B, all determinations concerning
changes in beneficial ownership, or the absence of any such change, shall be
made by the Corporation. Written procedures designed to facilitate such
determinations shall be established by the Corporation and refined from time to
time. Such procedures shall provide, among other things, the manner of proof of
facts that will be accepted and the frequency with which such proof may be
required to be renewed. The Corporation and any transfer agent shall be entitled
to rely on all information concerning beneficial ownership of the common stock
coming to their attention from any source and in any manner reasonably deemed by
them to be reliable, but neither the Corporation nor any transfer agent shall be
charged with any other knowledge concerning the beneficial ownership of the
common stock.
5. In the event of any stock split or stock dividend with respect to
the common stock, each share of common stock acquired by reason of such split or
dividend shall be deemed to have been beneficially owned by the same person
continuously from the same date as that on which beneficial ownership of the
share of common stock, with respect to which such share of common stock was
distributed, was acquired.
6. Each share of common stock, whether at any particular time the
holder thereof is entitled to exercise five votes for one, shall be identical to
all other shares of common stock in all other respects, and together all of the
common shares shall constitute a single class of shares of the Corporation.
7. Notwithstanding any provision in this paragraph B to the contrary,
if at any time the common stock will be ineligible for inclusion on the National
Market System of the National Association of Securities Dealers, Inc. Automated
Quotation System (or such other similar automated quotation system as may exist
at the time) so long as some but not all shares of common stock have five votes
per share, then, upon a determination by the Board of Directors that the
provisions of this paragraph B no longer are in the best interests of the
shareholders, and without any shareholder action, each outstanding share of
common stock shall entitle the holder thereof to one vote on each matter
properly submitted thereafter to the holders of common stock for their vote,
consent, waiver, release or other action.
C. The preferences, voting rights, if any, limitations and relative right
of the serial preferred stock are as follows:
1. The holders of the preferred stock shall be entitled to receive
dividends when and as declared by the Board of Directors at such rate as shall
be fixed by resolution of the Board of Directors as hereafter provided, which
dividends shall be cumulative, before any dividends shall be paid or set apart
for payment on the common stock. The holders of the preferred stock shall have
no rights to share in any dividend or distribution of profits or assets of the
Corporation, whether in the form of cash, stock dividend or otherwise, except to
the extent specifically provided herein or in said resolutions of the Board of
Directors.
2. In the event of any liquidation, dissolution or winding up of the
Corporation, the holders of the preferred stock shall be entitled to be paid
such amounts as shall be fixed by resolution of the Board of Directors, as
hereafter provided, before any amount shall be paid on the common stock. After
the payment to the holders of the preferred stock of all such amounts to which
they are entitled pursuant to said resolutions of the Board of Directors, the
remaining assets and funds of the Corporation shall be divided and paid to the
holders of common stock. Neither the consolidation nor the merger of the
Corporation with or into any other corporation or corporations, nor a
reorganization of the Corporation alone, nor the sale or transfer by the
Corporation of all or any part of its assets, shall be deemed to be a
liquidation, dissolution or winding up of the Corporation for the purpose of
this subparagraph (2).
3. The preferred stock shall be subject to redemption in whole or in
part at such price and at such time and place and in such manner as the Board of
Directors shall determine.
4. Each share of preferred stock shall be entitled to such privileges
of conversion, if any, as are provided and declared by the Board of Directors at
such time as the issue of which it is a part is established by the Board of
Directors.
The preferred stock may be issued from time to time in series. Authority is
hereby expressly granted to the Board of Directors to authorize one or more
series of preferred stock and to fix the number of shares to constitute such
series and distinctive designations thereof and, with respect to each series of
preferred stock, to fix by resolution or resolutions providing for the issuance
of such series such variations in respect thereof as may be determined by the
Board of Directors. All shares of every series of preferred stock shall be alike
in every particular, and all series of preferred stock hereafter created shall
rank equally and be identical in all respects, except as to the following rights
and preferences which may constitute variations as between different series of
preferred stock:
a. The rate of the dividend on the shares of such series;
b. The price at, and the terms and conditions upon which shares may be
redeemed;
c. The amount payable upon shares in the event of involuntary liquidation;
d. The amount payable upon shares in the event of voluntary liquidation;
e. Sinking fund provisions for the redemption or purchase of shares;
f. The terms and conditions on which shares may be converted, if the
shares of any series are issued with the privilege of conversion; and
g. Voting rights, if any.
D. The holder of any share of such common or serial preferred stock shall have
no preemptive rights to acquire any additional shares of the Corporation or to
acquire any treasury stock of the Corporation.
ARTICLE V
The address of the registered office of the Corporation is 700 Capital
Square, 400 Locust St., Des Moines, Polk County, Iowa, and the name of its
registered agent at such address is John D. Hintze.
ARTICLE VI
A. The number of directors of the Corporation shall be not less than twelve
(12) and not greater than sixteen (16), and, effective as of the annual meeting
of shareholders in 1982, the Board of Directors shall be divided into three
classes, designated Class I, Class II and Class III. Such classes shall be as
nearly equal in number as possible. The term of directors of one class shall
extend to each annual meeting of shareholders and in all cases as to each
director, until his successor shall be elected and shall qualify, or until his
earlier resignation, removal from office, death or incapacity. Additional
directorships resulting from an increase in number of directors shall be
apportioned among the classes as equally as possible. The initial term of office
of directors of Class I shall extend to the annual meeting of shareholders in
1983, that of Class II shall extend to the annual meeting in 1984, and that of
Class III shall extend to the annual meeting in 1985, and in all cases as to
each director until his successor shall be elected and shall qualify or until
his earlier resignation, removal from office, death or incapacity. At each
annual meeting of shareholders, the number of directors equal to the number of
directors of the class whose term extends to the time of such meeting shall be
elected to hold office until the third succeeding annual meeting of shareholders
after their election. The Board of Directors may, upon a majority vote of its
members, increase or decrease the number of directors within the limits set
forth above. Vacancies in the Board of Directors or new directorships created by
an increase in the number of directors shall be filled by majority vote of the
remaining members of the Board and the person filling such vacancy or
newly-created directorship shall serve out the remainder of the term for the
vacated directorship or, in the case of a new directorship, the term designated
for the class of directors of which that directorship is a part.
B. The shareholders may at any time at a meeting expressly called for that
purpose remove any or all of the directors, for cause, by a vote of two-thirds
of the shares then entitled to vote at an election of directors. For purposes of
this Article, removal "for cause" shall mean that the director to be removed has
been convicted of a felony by a court of competent jurisdiction and such
conviction is no longer subject to direct appeal, or that the director to be
removed has been adjudged to be liable for negligence or misconduct in the
performance of his duty to the Corporation by a court of competent jurisdiction
and such adjudication is no longer subject to direct appeal.
C. This Article VI may not be amended, altered or repealed without the
approval of two-thirds of the shares entitled to vote at the time such
amendment, alteration or repeal is proposed.
ARTICLE VII
Each director and officer and each former director and officer of this
Corporation and each person who may serve at its request as a director or
officer of another corporation in which this Corporation or a subsidiary of this
Corporation owns shares of capital stock, or of which it is a creditor, shall be
indemnified by this Corporation against all costs and expenses reasonably
incurred by him in connection with any action, suit or proceeding in which he is
or may be involved by reason of his being, or having been, a director or officer
of this Corporation or of such other corporation (whether or not he is a
director or officer at the time of incurring such costs and expenses), except
with respect to matters as to which he shall be adjudged in any such action,
suit or proceeding to be liable by reason of his negligence, fraud or other
civil or criminal misconduct in the performance of his duties. In the case of
the settlement of any such action, suit or proceeding, he shall be indemnified
by this Corporation against the costs and expenses (including any amount paid in
settlement to this Corporation or to such other corporation or otherwise)
reasonably incurred by him in connection with such action, suit or proceeding
(whether or not he is a director or officer at the time of incurring such costs
and expenses) if, and only if, the holders of a majority of capital stock of the
Corporation represented at any annual meeting or special meeting of such
shareholders shall vote to approve such settlement and the reimbursement of such
director or officer of such costs or expenses.
The foregoing rights of indemnification shall apply to the heirs, executors
and administrators of any such director or officer, or former director or
officer or person and shall not be exclusive of other rights to which any such
director or officer or former director or officer or persons (or his heirs,
executors or administrators) may be entitled as a matter of law.
ARTICLE VIII
The Board of Directors of this Corporation shall have the power to adopt a
corporate seal which shall be the corporate seal of this Corporation.
ARTICLE IX
The private property of the shareholders of this Corporation shall at all
times be exempt from liability of corporate debts of any kind and this Article
shall not be amended or repealed.
ARTICLE X
In the event that any shareholder shall become indebted to the Corporation,
the Corporation shall have a lien upon any shares of stock in this Corporation
owned by such shareholder for the full amount of such indebtedness.
ARTICLE XI
Stock in this Corporation shall be transferred only by assignment upon the
books of the Corporation, subject to and in accordance with such restrictions as
may be provided in the by-laws of this Corporation.
ARTICLE XII
To the fullest extent permitted by the Iowa Business Corporation Act as the
same now exists or may hereafter be amended, a director of the Corporation shall
not be liable to the Corporation or its stock-holders for monetary damages for
breach of fiduciary duty as a director. Any repeal or modification of this
ARTICLE XII by the stockholders of the Corporation only shall be applied
prospectively, to the extent that such repeal or modification would, if applied
retrospectively, adversely affect any limitation on the personal liability of a
director of the Corporation existing immediately prior to such repeal or
modification.
The above Second Restated and Amended Articles of Incorporation do not
contain an amendment requiring the approval of the Corporation's shareholders,
and were unanimously adopted by the Corporation's Board of Directors on December
11, 1990.
Dated December 11, 1990
PIONEER HI-BRED INTERNATIONAL, INC.
----------------------------------
By: Jerry L. Chicoine
Title: Senior Vice President, CFO
and Secretary
On this 11th day of December, 1990, before me, a notary public in and for
the State of Iowa, personally appeared Jerry L. Chicoine, to me personally
known, who being by me duly sworn do say that he is the Senior Vice President,
CFO and Secretary, respectively of said corporation, that the corporate seal has
been affixed to this document and that said Second Restated and Amended Articles
of Incorporation were signed on behalf of said corporation by authority of its
Board of Directors and the said Jerry L. Chicoine acknowledges the execution of
said instrument to be the voluntary act and deed of said corporation by it
voluntarily executed.
-----------------------------------------
By: Jane B. Forbes
Notary Public in and for the State of Iowa