EXHIBIT 21.8
MYCOGEN CROP PROTECTION, INC.,
A CALIFORNIA CORPORATION
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ARTICLES OF INCORPORATION
OF
MYCOGEN CROP PROTECTION, INC.
The undersigned Incorporator hereby executes, acknowledges and files the
following ARTICLES OF INCORPORATION for the purpose of forming a corporation
(the "Corporation") under the General Corporation Law of the State of
California.
ARTICLE I
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The name of the Corporation is Mycogen Crop Protection, Inc.
ARTICLE II
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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
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
ARTICLE III
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The name and address in the State of California of the Corporation's
initial agent for service of process in accordance with Section 202(c) of the
General Corporation Law is:
Carlton J. Eibl
5501 Oberlin Drive
San Diego, CA 92121
ARTICLE IV
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The Corporation is authorized to issue only one class of shares, and the
total number of shares which the Corporation is authorized to issue is
1,000,000.
ARTICLE V
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(a) The liability of the directors of the Corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.
(b) The Corporation is authorized to indemnify the directors and
officers of the Corporation to the fullest extent permissible under California
law.
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(c) The Corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the California Corporations Code) with respect to
actions for breach of duty to the Corporation and its shareholders through bylaw
provisions, vote of Stockholders or disinterested directors or otherwise, in
excess of the indemnification otherwise permitted by Section 317 of the
California Corporations Code, subject only to the applicable limits on such
excess indemnification set forth in Section 204 of the California Corporations
Code.
IN WITNESS WHEREOF, the undersigned Incorporator of the Corporation has
executed these Articles of Incorporation on July 5, 1995.
/s/ LOREEN P. COLLINS
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Loreen P. Collins, Incorporator
ACKNOWLEDGMENT
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I hereby declare that I am the person who executed the foregoing Articles
of Incorporation, which execution is my own act and deed.
Executed on July 5, 1995.
/s/ LOREEN P. COLLINS
---------------------------------
Loreen P. Collins, Incorporator
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BYLAWS
OF
MYCOGEN CROP PROTECTION, INC.
ARTICLE I - OFFICES
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1.1 PRINCIPAL EXECUTIVE OFFICE. The principal executive offices of Mycogen
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Crop Protection, Inc., a California corporation (the "Corporation"), shall be at
such place, inside or outside, the State of California as the Board of Directors
of the Corporation (the "Board") may determine from time to time.
1.2 OTHER OFFICES. The Corporation may also have offices at such other
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places as the Board may from time to time designate, or as the business of the
Corporation may require .
ARTICLE II - SHAREHOLDERS' MEETINGS
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2.1 ANNUAL MEETINGS. The annual meeting of the Shareholders of the
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Corporation (the "Shareholders", or individually a "Shareholder") for the
election of Directors of the Corporation (the "Directors", or individually a
"Director") to succeed those whose terms expire and for the transaction of such
other business as may properly come before the meeting shall be held between
thirty (30) and one hundred, twenty (120) days following the end of the fiscal
year of the Corporation (the first such meeting to be held after the end of
fiscal year 1995 of the Corporation) and at such place as may be determined by
the Board. If the annual meeting of the Shareholders is not held as herein
prescribed, the election of Directors may is held at any meeting thereafter
called pursuant to these Bylaws of the Corporation (the "Bylaws").
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2.2 SPECIAL MEETINGS. Special meetings of the Shareholders, for any purpose
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whatsoever, unless otherwise prescribed by statute, may be called at any time by
the chairman of the board of the Corporation (the "Chairman"), the president of
the Corporation (the "President"), or by the Board, or by one or more
Shareholders holding not less than ten percent (10%) of the voting power of the
Corporation.
2.3 PLACE. All meetings of the Shareholders shall be at any place within or
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without the State of California designated either by the Board or by written
consent of the holders of a majority of the shares entitled to vote thereat,
given either before or after the meeting. In the absence of any such
designation, Shareholders' meetings shall be held at the principal executive
office of the Corporation.
2.4 NOTICE. Notice of meetings of the Shareholders shall be given in writing
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to each Shareholder entitled to vote, either personally or by first-class mail
(unless the Corporation has five hundred (500) or more Shareholders determined
as provided by the California Corporations Code on the record date for the
meeting, in which case notice may be sent by third-class mail) or other means of
written communication, charges prepaid, addressed to the Shareholder at the
Shareholder's address appearing on the books of the Corporation or given by the
Shareholder to the Corporation for the purpose of notice. Notice of any such
meeting of Shareholders shall be sent to each Shareholder entitled thereto not
less than ten (10) (or, if sent by third-class mail, thirty (30)) nor more than
sixty (60) days before the meeting. Said notice shall state the place, date and
hour of the meeting and, (a) in the case of special meetings, the general nature
of the business to be transacted, and no other business may be transacted, or
(b) in the case of annual meetings,
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those matters which the Board, at the time of the mailing of the notice, intends
to present for action by the Shareholders, but subject to Section 601(f) of the
California Corporations Code, any proper matter may be presented at the meeting
for Shareholder action, and (c) in the case of any meeting at which Directors
are to be elected, the names of the nominees intended at the time of the mailing
of the notice to be presented by management for election.
2.5 ADJOURNED MEETINGS. Any Shareholders' meeting may be adjourned from time
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to time by the vote of the holders of a majority of the voting shares present at
the meeting either in person or by proxy. Notice of any adjourned meeting need
not be given unless a meeting is adjourned for forty-five (45) days or more from
the date set for the original meeting.
2.6 QUORUM. The presence in person or by proxy of the persons entitled to
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vote a majority of the shares entitled to vote at any meeting constitutes a
quorum for the transaction of business. The Shareholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough Shareholders to
leave less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the shares required to constitute a quorum.
In the absence of a quorum, any meeting of Shareholders may be adjourned
from time to time by the vote of a majority of the shares, the holders of which
are either present in person or represented by proxy thereat, but no other
business may be transacted, except as provided above.
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2.7 CONSENT TO SHAREHOLDER ACTION. Any action which may be taken at any
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meeting of Shareholders may be taken without a meeting and without prior notice,
if a consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted; provided,
however, that (a) unless the consents of all Shareholders entitled to vote have
been solicited in writing, notice of any Shareholder approval without a meeting
by less than unanimous written consent shall be given as required by the
California Corporations Code, and (b) Directors may not be elected by written
consent except by unanimous written consent of all shares entitled to vote for
the election of Directors. Any written consent may be revoked by a writing
received by the Secretary of the Corporation (the "Secretary") prior to the time
that written consents of the number of shares required to authorize the proposed
action have been filed with the Secretary.
2.8 WAIVER OF NOTICE. The transactions of any meeting of Shareholders,
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however called and noticed, and whenever held, shall be as valid as though had
at a meeting duly held after regular call and notice, if a quorum be present
either in person or by proxy, and if, either before or after the meeting, each
of the persons entitled to vote, not present in person or by proxy, signs a
written waiver of notice, or a consent to the holding of the meeting, or an
approval of the minutes thereof. All such waivers, consents, or approvals shall
be filed with the corporate records or made a part of the minutes of the
meeting.
2.9 VOTING. The voting at all meetings of Shareholders need not be by
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ballot, but any qualified Shareholder before the voting begins may demand a
stock vote whereupon such
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stock vote shall be taken by ballot, each of which shall state the name of the
Shareholder voting and the number of shares voted by such Shareholder, and if
such ballot be cast by a proxy, it shall also state the name of any such proxy.
At any meeting of the Shareholders, every Shareholder having the right to
vote shall be entitled to vote in person, or by proxy appointed in a writing
subscribed by such Shareholder and bearing a date not more than eleven (11)
months prior to said meeting, unless the writing states that it is irrevocable
and satisfies Section 705(e) of the California Corporations Code, in which event
it is irrevocable for the period specified in said writing and said Section
705(e).
2.10 RECORD DATES. In the event the Board fixes a day for the determination
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of Shareholders of record entitled to vote as provided in Section 5.1 of Article
V of these Bylaws, then, subject to the provisions of the General Corporation
Law of the State of California only persons in whose name shares entitled to
vote stand on the stock records of the Corporation at the close of business on
such day shall be entitled to vote.
If no record date is fixed, (a) the record date for determining
Shareholders entitled to notice of or to vote at a meeting of Shareholders shall
be at the close of business on the business day next preceding the day notice is
given or, if notice is waived, at the close of business on the business day next
preceding the day on which the meeting is held; (b) the record date for
determining Shareholders entitled to give consent to corporate action in writing
without a meeting, when no prior action by the Board is necessary, shall be the
day on which the first written consent is given; and (c) the record date for
determining Shareholders for any other purpose shall be at the close of business
on the day on which
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the Board adopts the resolution relating thereto, or the sixtieth (60th) day
prior to the date of such other action, whichever is later.
A determination of Shareholders of record entitled to notice of or to
vote at a meeting of Shareholders shall apply to any adjournment of the meeting
unless the Board fixes a new record date for the adjourned meeting, but the
Board shall fix a new record date if the meeting is adjourned for more than
forty-five (45) days.
2.11 CUMULATIVE VOTING FOR ELECTION OF DIRECTORS. Provided the candidate's
-------------------------------------------
name has been placed in nomination prior to the voting and one or more
Shareholders has given notice at the meeting prior to the voting of the
Shareholder's intent to cumulate the Shareholder's votes, every Shareholder
entitled to vote at any election for Directors shall have the right to cumulate
such Shareholder's votes and give one candidate a number of votes equal to the
number of Directors to be elected multiplied by the number of votes to which the
Shareholder's shares are normally entitled, or distribute the Shareholder's
votes on the same principle among as many candidates as the Shareholder shall
think fit. The candidates receiving the highest number of votes of the shares
entitled to be voted for them up to the number of Directors to be elected by
such shares are elected.
ARTICLE III - DIRECTORS
-----------------------
3.1 POWERS. Subject to any limitations in the Articles of Incorporation of
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the Corporation dated July 5, 1995 (the "Articles of Incorporation") or these
Bylaws and to any provision of the California Corporations Code requiring
Shareholder authorization or approval for a particular action, the business and
affairs of the Corporation shall be managed and all corporate powers shall be
exercised by, or under the direction of, the
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Board. The Board may delegate the management of the day-to-day operation of the
business of the Corporation to a management company or other person provided
that the business and affairs of the Corporation shall be managed and all
corporate powers shall be exercised, under the ultimate direction of the Board.
3.2 NUMBER, TENURE AND QUALIFICATIONS. The authorized number of Directors of
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this Corporation shall be two (2) until changed by a duly adopted resolution of
the Board or the Shareholders. Directors shall hold office until the next
annual meeting of Shareholders and until their respective successors are
elected. If any such annual meeting is not held, or the Directors are not
elected thereat, the Directors may be elected at any special meeting of
Shareholders held for that purpose. Directors need not be Shareholders.
3.3 REGULAR MEETINGS. A regular annual meeting of the Board shall be held
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without other notice than this Bylaw immediately after, and at the same place
as, the annual meeting of Shareholders. The Board may provide for other regular
meetings from time to time by resolution.
3.4 SPECIAL MEETINGS. Special meetings of the Board may be called at any
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time by the Chairman, the President, any Vice President, the Secretary, or both
Directors. Written notice of the time and place of all special meetings of the
Board shall be delivered personally or by telephone or telegraph to each
Director at least forty-eight (48) hours before the meeting, or sent to each
Director by first-class mail, postage prepaid, at least four (4) days before the
meeting. Such notice need not specify the purpose of the meeting. Notice of any
meeting of the Board need not be given to any Director who signs
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a waiver of notice, whether before or after the meeting, or who attends the
meeting without protesting prior thereto, or at its commencement, the lack of
notice to such Director.
3.5 PLACE OF MEETINGS. Meetings of the Board may be held at any place within
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or without the State of California, which has been designated in the notice, or
if not stated in the notice or there is no notice, the principal executive
office of the Corporation or as designated by the resolution duly adopted by the
Board.
3.6 PARTICIPATION BY TELEPHONE. Members of the Board may participate in a
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meeting through use of conference telephone or similar communications equipment,
so long as all members participating in such meeting can hear one another.
3.7 QUORUM. A majority of the Directors, or both Directors, if there are
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only two Directors, or one Director, if there is only one Director, shall
constitute a quorum. In the absence of a quorum, a majority of the Directors
present may adjourn any meeting to another time and place. If a meeting is
adjourned for more than twenty-four (24) hours, notice of any adjournment to
another time or place shall be given prior to the time of the reconvened meeting
to the Directors who were not present at the time of adjournment.
3.8 ACTION AT MEETING. Every act or decision done or made by a majority of
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the Directors present at a meeting duly held at which a quorum is present is the
act of the Board. A meeting at which a quorum is initially present may continue
to transact business notwithstanding the withdrawal of Directors, if any action
taken is approved by at least a majority of the required quorum for such
meeting.
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3.9 WAIVER OF NOTICE. The transactions of any meeting of the Board, however
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called and noticed or wherever held, are as valid as though had at a meeting
duly held after regular call and notice if a quorum is present and if, either
before or after the meeting, each of the Directors not present signs a written
waiver of notice, a consent to holding the meeting, or an approval of the
minutes thereof. All such waivers, consents and approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.
3.10 ACTION WITHOUT MEETING. Any action required or permitted to be taken by
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the Board may be taken without a meeting, if all members of the Board
individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board. Such action by written consent shall have the same force and effect as a
unanimous vote of such Directors.
3.11 REMOVAL. The Board may declare vacant the office of a Director who has
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been declared of unsound mind by an order of court or who has been convicted of
a felony. The entire Board or any individual Director may be removed from
office without cause by a vote of Shareholders holding a majority of the
outstanding shares entitled to vote at an election of Directors; provided,
however, that unless the entire Board is removed, no individual Director may be
removed when the votes cast against removal, or not consenting in writing to
such removal, would be sufficient to elect such Director if voted cumulatively
at an election at which the same total number of votes cast were cast (or, if
such action is taken by written consent, all shares entitled to vote were voted)
and the entire number of Directors authorized at the time of the Director's most
recent election were then being elected. In the event an office of a Director
is so declared vacant or in
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case the Board or any one or more Directors be so removed, new Directors may be
elected at the same meeting.
3.12 RESIGNATIONS. Any Director may resign effective upon giving written
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notice to the Chairman, the President, the Secretary or the Board, unless the
notice specifies a later time for the effectiveness of such resignation. If the
resignation is effective at a future time, a successor may be elected to take
office when the resignation becomes effective.
3.13 VACANCIES. Except for a vacancy created by the removal of a Director,
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all vacancies in the Board, whether caused by resignation, death or otherwise,
may be filled by a majority of the remaining Directors, though less than a
quorum, or by a sole remaining Director, and each Director so elected shall hold
office until his successor is elected at an annual, regular or special meeting
of the Shareholders. Vacancies created by the removal of a Director may be
filled only by approval of the Shareholders. The Shareholders may elect a
Director at any time to fill any vacancy not filled by the Directors. Any such
election by written consent requires the consent of a majority of the
outstanding shares entitled to vote.
3.14 COMPENSATION. No stated salary shall be paid Directors, as such, for
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their services, but, by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of such Board; provided that nothing herein contained shall be construed
to preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.
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3.15 COMMITTEES. The Board may, by resolution adopted by a majority of the
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authorized number of Directors, designate one or more committees, each
consisting of two (2) or more Directors, to serve at the pleasure of the Board.
The Board may designate one or more Directors as alternate members of any
committee, who may replace any absent member at any meeting of the committee.
The appointment of members or alternate members of a committee requires the vote
of a majority of the authorized number of Directors. Any such committee, to the
extent provided in the resolution of the Board, shall have all the authority of
the Board in the management of the business and affairs of the Corporation,
except with respect to (a) the approval of any action requiring Shareholders'
approval or approval of the outstanding shares, (b) the filling of vacancies on
the Board or any committee, (c) the fixing of compensation of Directors for
serving on the Board or a committee, (d) the adoption, amendment or repeal of
Bylaws, (e) the amendment or repeal of any resolution of the Board which by its
express terms is not so amendable or repealable, (f) a distribution to
Shareholders, except at a rate or in a periodic amount or within a price range
determined by the Board, and (g) the appointment of other committees of the
Board or the members thereof.
ARTICLE IV - OFFICERS
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4.1 NUMBER AND TERM. The officers of the Corporation shall be a President, a
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Secretary, an Assistant Secretary and a Chief Financial Officer, all of which
shall be chosen by the Board. In addition, the Board may appoint a Chairman of
the Board, one or more Vice Presidents and such other officers as may be deemed
expedient for the proper conduct of the business of the Corporation, each of
whom shall have such authority and
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perform such duties as the Board may from time to time determine. The officers
to be appointed by the Board shall be chosen annually at the regular meeting of
the Board held after the annual meeting of Shareholders and shall serve at the
pleasure of the Board. If officers are not chosen at such meeting of the Board,
they shall be chosen as soon thereafter as shall be convenient. Each officer
shall hold office until his successor shall have been duly chosen or until his
removal or resignation.
4.2 INABILITY TO ACT. In the case of absence or inability to act of any
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officer of the Corporation and of any person herein authorized to act in his
place, the Board may from time to time delegate the powers or duties of such
officer to any other officer, or any Director or other person whom it may
select.
4.3 REMOVAL AND RESIGNATION. Any officer chosen by the Board may be removed
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at any time, with or without cause, by the affirmative vote of a majority of all
the members of the Board. Any officer chosen by the Board may resign at any time
by giving written notice of said resignation to the Corporation. Unless a
different time is specified therein, such resignation shall be effective upon
its receipt by the Chairman, the President, the Secretary or the Board.
4.4 VACANCIES. A vacancy in any office for any cause may be filled by the
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Board for the unexpired portion of the term.
4.5 CHAIRMAN OF THE BOARD. The Chairman shall preside at all meetings of the
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Board.
4.6 PRESIDENT. The President shall be the general manager and chief
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executive officer of the Corporation, subject to the control of the Board, and
as such shall preside at all meetings of Shareholders, shall have general
supervision of the affairs of the Corporation,
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shall sign or countersign or authorize another officer to sign all certificates,
contracts, and other instruments of the Corporation as authorized by the Board,
shall make reports to the Board and Shareholders, and shall perform all such
other duties as are incident to such office or are properly required by the
Board.
4.7 VICE PRESIDENT. In the absence of the President, or in the event of such
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officer's death, disability or refusal to act, the Vice President, or in the
event there be more than one Vice President, the Vice Presidents in the order
designated at the time of their selection, or in the absence of any such
designation, then in the order of their selection, shall perform the duties of
President, and when so acting, shall have all the powers and be subject to all
restrictions upon the President. Each Vice President shall have such powers and
discharge such duties as may be assigned from time to time by the President or
by the Board.
4.8 SECRETARY. The Secretary shall see that notices for all meetings are
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given in accordance with the provisions of these Bylaws and as required by law,
shall keep minutes of all meetings, shall have charge of the seal and the
corporate books, and shall make such reports and perform such other duties as
are incident to such office, or as are properly required by the President or by
the Board.
The Assistant Secretary or the Assistant Secretaries, in the order of
their seniority, shall, in the absence or disability of the Secretary, or in the
event of such officer's refusal to act, perform the duties and exercise the
powers and discharge such duties as may be assigned from time to time by the
President or by the Board.
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4.9 CHIEF FINANCIAL OFFICER. The Chief Financial Officer may also be
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designated by the alternate title of "Treasurer." The Chief Financial Officer
shall have custody of all moneys and securities of the Corporation and shall
keep regular books of account. Such officer shall disburse the funds of the
Corporation in payment of the just demands against the Corporation, or as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Board from time to time as may be required of such officer, an
account of all transactions as Chief Financial Officer and of the financial
condition of the Corporation. Such officer shall perform all duties incident to
such office or which are properly required by the President or by the Board.
The Assistant Chief Financial Officer or the Assistant Chief Financial
Officers, in the order of their seniority, shall, in the absence or disability
of the Chief Financial Officer, or in the event of such officer's refusal to
act, perform the duties and exercise the powers of the Chief Financial Officer,
and shall have such powers and discharge such duties as may be assigned from
time to time by the President or by the Board.
4.10 SALARIES. The salaries of the officers shall be fixed from time to time
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by the Board and no officer shall be prevented from receiving such salary by
reason of the fact that such officer is also a Director of the Corporation.
4.11 OFFICERS HOLDING MORE THAN ONE OFFICE. Any two or more offices may be
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held by the same person.
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ARTICLE V - MISCELLANEOUS
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5.1 RECORD DATE AND CLOSING OF STOCK BONDS. The Board may fix a time in the
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future as a record date for the determination of the Shareholders entitled to
notice of and to vote at any meeting of Shareholders or entitled to receive
payment of any dividend or distribution, or any allotment of rights, or to
exercise rights in respect to any other lawful action. The record date so fixed
shall not be more than sixty (60) nor less than ten (10) days prior to the date
of the meeting or event for the purposes of which it is fixed. When a record
date is so fixed, only Shareholders of record at the close of business on that
date are entitled to notice of and to vote at the meeting or to receive the
dividend, distribution, or allotment of rights, or to exercise the rights, as
the case may be, notwithstanding any transfer of any shares on the books of the
Corporation after the record date.
The Board may close the books of the Corporation against transfers of
shares during the whole or any part of a period of not more than sixty (60) days
prior to the date of a Shareholders' meeting, the date when the right to any
dividend, distribution, or allotment of rights vests, or the effective date of
any change, conversion or exchange of shares.
5.2 CERTIFICATES. Certificates of stock shall be issued in numerical order
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and each Shareholder shall be entitled to a certificate signed in the name of
the Corporation by the Chairman or the President or a Vice President, and the
Chief Financial Officer, the Secretary or an Assistant Secretary, certifying to
the number of shares owned by such Shareholder. Any or all of the signatures on
the certificate may be facsimile. Prior to the due presentment for registration
of transfer in the stock transfer book of the Corporation,
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the registered owner shall be treated as the person exclusively entitled to
vote, to receive notifications and otherwise to exercise all the rights and
powers of an owner, except as expressly provided otherwise by the laws of the
State of California.
5.3 REPRESENTATION OF SHARES IN OTHER CORPORATIONS. Shares of other
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corporations standing in the name of this Corporation may be voted or
represented and all incidents thereto may be exercised on behalf of the
Corporation by the Chairman, the President or any Vice President and the Chief
Financial Officer or the Secretary or an Assistant Secretary.
5.4 ANNUAL REPORTS. The Annual Report to Shareholders, described in the
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California Corporations Code, is expressly waived and dispensed with.
5.5 AMENDMENTS. Bylaws may be adopted, amended, or repealed by the vote or
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the written consent of Shareholders entitled to exercise a majority of the
voting power of the Corporation. Subject to the right of Shareholders to adopt,
amend, or repeal Bylaws, Bylaws may be adopted, amended, or repealed by the
Board, except that a Bylaw amendment thereof changing the authorized number of
Directors may be adopted by the Board only if these Bylaws permit an indefinite
number of Directors and the Bylaw or amendment thereof adopted by the Board
changes the authorized number of Directors within the limits specified in these
Bylaws.
5.6 INDEMNIFICATION OF CORPORATE AGENTS. The Corporation shall indemnify
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each of its agents against expenses, judgments, fines, settlements and other
amounts, actually and reasonably incurred by such person by reason of such
person's having been made or having threatened to be made a party to a
proceeding to the fullest extent permissible by the
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provisions of Section 317 of the California Corporations Code. The
indemnification provided by this section shall not be deemed exclusive of any
rights to which those seeking indemnification may be entitled under any bylaw,
agreement, vote of Shareholders or disinterested Directors or otherwise, both as
to action in an official capacity and as to action in another capacity while
holding such office, to the extent such additional rights to indemnification are
authorized in the Articles of Incorporation of the Corporation. The rights to
indemnity hereunder shall continue as to a person who has ceased to be a
Director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors and administrators of the person.
Expenses incurred by a Director in defending a civil or criminal action,
suit or proceeding by reason of the fact that he is or was a Director of the
Corporation (or was serving at the Corporation's request as a Director or
officer of another corporation) shall be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Director to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized by relevant sections of the California Corporations
Code.
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I, Loreen P. Collins, Assistant Secretary of Mycogen Crop Protection,
Inc., a California corporation, do hereby certify that the foregoing Bylaws of
Mycogen Crop Protection, Inc. are the duly adopted Bylaws of said Corporation as
they are in effect on the date hereof.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 5th day of
July, 1995.
/s/ LOREEN P. COLLINS
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Loreen P. Collins, Assistant Secretary
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