EXHIBIT 3.3
CERTIFICATE OF INCORPORATION
OF
WILLET LIMITED
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FIRST. The name of the corporation is
WILLET LIMITED.
SECOND. Its registered office in the State of Delaware is located at No.
100 West Tenth Street, in the City of Wilmington, County of New Castle. The name
and address of its registered agent is The Corporation Trust Company, No. 100
West Tenth Street, Wilmington, Delaware.
THIRD. The nature of the business, or objects or purposes to be
transacted, promoted or carried on are:
To construct, own and operate plants and other facilities for
manufacturing, refining, producing, processing, blending, marketing and
preparing any and all petroleum products or derivatives thereof, any and
all chemical products and derivatives thereof, and any and all products
useful in manufacturing, refining, producing, processing, blending and
preparing any and all such petroleum and chemical products and derivatives
thereof whether or not consumed in whole or in part in such process, and
metals, ores and mineral substances of every description and kind; to
provide management and sales agency services; and barter, trade or
otherwise dispose of all manner of goods, wares and merchandise.
To engage in the business of developing, improving and acquiring
technical information concerning manufacturing processes in the
petrochemical field and to acquire, hold, use, sell, assign, lease,
mortgage, grant licenses and sublicenses in respect of letters patent of
the United States or any foreign country, patent rights, licenses and
privileges, Inventions, processes, copyrights, trade marks and trade names
relating to or useful in connection with any business of the corporation.
To manufacture, purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade,
deal in and deal with goods, wares and merchandise and personal property of
every class and description.
To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any
person, firm, association or corporation.
To acquire by purchase, subscription or otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the shares of the capital
stock, or any voting trust certificates in respect of the shares of capital
stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts,
and other securities, obligations, choses in action and evidences of
indebtedness or interest issued or created by any corporations, joint stock
companies, syndicates, association, firms, trusts or persons, public or
private, or by the government of the United States of America, or by any
foreign government, or by any state, territory, province, municipality or
other political
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subdivision or by any governmental agency, and as owner thereof to possess
and exercise all the rights, powers and privileges of ownership, including
the right to execute consents and vote thereon, and to do any and all acts
and things necessary or advisable for the preservation, protection,
improvement and enhancement in value thereof.
To enter into, make and perform contracts of every kind and
description with any person, firm, association, corporation, municipality,
county, state, body politic or government or colony or dependency thereof.
To borrow or raise moneys for any of the purposes of the corporation
and, from time to time without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable
instrument and evidences of indebtedness, and to secure the payment of any
thereof and of the interest thereon by mortgage upon or pledge, conveyance
or assignment in trust of the whole or any part of the property of the
corporation, whether at the time owned or thereafter acquired, and to sell,
pledge or otherwise dispose of such bonds or other obligations of the
corporation for its corporate purposes.
To loan to any person, firm or corporation any of its surplus funds,
either with or without security.
To purchase, hold, sell and transfer the shares of its own capital
stock; provided it shall not use its funds; or property for the purchase of
its own shares of capital stock when such use would cause any impairment of
its capital except as otherwise permitted by law, and provided further that
shares of its own capital stock belonging to it shall not be voted upon
directly or indirectly.
To have one or more offices, to carry on all or any of its operations
and business and without restriction or limit as to amount, to purchase,
lease or otherwise acquire, hold, own, mortgage, sell, convey or otherwise
dispose of, real and personal property of every class and description in
any of the states, districts, territories or colonies of the United States,
and in any and all foreign countries, subject to the laws of such state,
districts territory, colony or country.
In general, to carry on any other business in connection with the
foregoing, and to have and exercise all the powers conferred by the laws of
Delaware upon corporations formed under the General Corporation Law of the State
of Delaware, and to do any or all of the things hereinbefore set forth to the
same extent as natural persons might or could do.
The objects and purposes specified in the foregoing clauses shall, except
where otherwise expressed, be in nowise limited or restricted by reference to,
or inference from, the terms of any other clause in this certificate of
incorporation, but the objects and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent objects and purposes.
FOURTH. The total number of shares of stock which the corporation shall
have authority to issue is eleven thousand (11,000) shares of which ten thousand
(10,000) shares of the par value of One Hundred Dollars ($100.00) each,
amounting in the aggregate to One Million Dollars ($1,000,000.00) shall be
Preferred stock and one thousand (1,000) shares of the par value of
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Ten Dollars ($10.00) each, amounting in the aggregate to Ten Thousand Dollars
($10,000.00) shall Common stock.
The board of directors is hereby expressly vested with authority to fix and
determine by resolution at the time of issuance, the preference, qualifications,
privileges, limitations, restrictions, and other special or relative rights and
terms and conditions of the Preferred stock.
The board of directors is authorized to fix by resolution or resolutions,
the voting powers, if any, full or limited, the designations and the powers,
preferences and relative, participating, optional or other special rights, and
the qualifications, limitations or restrictions thereof, in respect of the
Preferred stock to the full extent now or hereafter permitted by the laws of
Delaware, except as otherwise provided In the certificate of incorporation or
any amendment thereto or any certificate setting forth the resolutions fixing
the terms of any class.
Every holder of shares of Common stock shall be entitled to one (1) vote at
all stockholders' meetings for each share so held. The holders of shares of the
Preferred stock shall have no right to vote and shall not be entitled to notice
of any meeting of stockholders of the corporation nor to participate in any such
meeting, except as required by law or as herein otherwise expressly provided.
FIFTH. The minimum amount of capital with which the corporation will
commence business is One Thousand Dollars ($1,000.00).
SIXTH. The names and mailing addresses of the incorporators are as
follows:
NAMES MAILING ADDRESS
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B. J. CONSONO 100 West Tenth Street
Wilmington, Delaware
F. J. OBARA, Jr. 100 West Tenth Street
Wilmington, Delaware
J. L. RIVERA 100 West Tenth Street
Wilmington, Delaware
SEVENTH. The corporation in 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. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:
To make, alter or repeal the by-laws of the corporation.
To authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation.
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To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any
such reserve in the manner in which it was created.
By resolution passed by a majority of the whole board, to designate
one or more committees, each committee to consist of two or more of the
directors of the corporation, which, to the extent provided in the
resolution or in the by-laws of the corporation, shall have and may
exercise the powers of the board of directors in the management of the
business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be stated in
the by-laws of the corporation or as may be determined from time to time by
resolution adopted by the board of directors.
When and as authorized by the affirmative vote of the holders of a
majority of the stock issued and outstanding having voting power given at a
stockholders' meeting duly called for that purpose, or when authorized by
the written consent of the holders of a majority of the voting stock issued
and outstanding, to sell, lease or exchange all of the property and assets
of the corporation, including its good will and its corporate franchises,
upon such terms and conditions and for such consideration, which may be in
whole or in part shares of stock in, and/or other securities of, any other
corporation or corporations, as its board of directors shall deem expedient
and for the best interests of the corporation.
TENTH. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement shall, the said compromise or arrangement and the said
reorganization if sanctioned by the court to which the said application has been
made, be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
ELEVENTH. Meetings of stockholders may be held outside the State of
Delaware, if the by-laws so provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation. Elections of directors
need not be by ballot unless the by-laws of the corporation shall so provide.
TWELFTH. 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
stockholders herein are granted subject to this reservation.
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WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying that the facts herein stated are true. and accordingly have hereunto
set our hands and seals this _____ day of ____________________, 1970.
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STATE OF DELAWARE (S)
(S) ss:
COUNTY OF NEW CASTLE (S)
BE IT REMEMBERED that on this _____ day of ____________________, 1970,
personally came before me, a Notary Public for the State of Delaware, B. J,
CONSONO, F. J. OBARA, Jr. and J. L. RIVERA all of the 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 stated therein are true.
GIVEN under my hand and seal of office the day and year aforesaid.
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Notary Public
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
WILLET LIMITED, 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, at a meeting duly
held, adopted a resolution proposing and declaring advisable the following
amendment to the Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of WILLET LIMITED be
amended by changing the first Article thereof so that, as amended, said
article shall be and read as follows:
"FIRST. The name of the corporation is OXIRANE CHEMIE NEDERLAND,
LTD."
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 WILLET LIMITED has caused this certificate to be
signed by ________________, its president, and attested by ________________, its
__________________ secretary, this _____ day of ____________________, 1980.
WILLET LIMITED
By: ________________________________________
President
ATTEST:
By: ____________________
Asst. Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OXIRANE CHEMIE NEDERLAND, LTD., 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 adopted a
resolution by the unanimous consent of its members, with the minutes of the
board, proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of Oxirane Chemie
Nederland, Ltd. be amended by changing the first Article thereof so that,
as amended, said Article shall be and read as follows:
"1. The name of the corporation is ARCO Chemie Nederland, Ltd."
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 OXIRANE CHEMIE NEDERLAND, LTD. has caused this
certificate to be signed by D. W. McPhail, its Vice President and attested by H.
W. Gill, Jr., its Secretary this _____ day of September, 1981.
OXIRANE CHEMIE NEDERLAND, LTD.
By: ______________________________________
Vice President
ATTEST:
By: _____________________
Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
ARCO CHEMIE NEDERLAND, LTD., 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
Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of ARCO CHEMIE NEDERLAND,
LTD. be amended by changing the First Article thereof so that, as amended,
said Article shall be and read as follows:
"1. The name of the corporation is LYONDELL CHEMIE NEDERLAND,
LTD."
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 ARCO CHEMIE NEDERLAND, LTD. has caused this
certificate to be signed by Robert J. Millstone, its Vice President, and
attested by Connie E. Cothran, its Assistant Secretary, this ______ day of
_________________, 1998.
ARCO CHEMIE NEDERLAND, LTD.
By: ______________________________________
Vice President
ATTEST:
By: _____________________
Assistant Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
LYONDELL CHEMIE NEDERLAND, LTD., 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
Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of LYONDELL CHEMIE
NEDERLAND, LTD. be amended by changing the First Article thereof so that,
as amended, said Article shall be and read as follows:
"1. The name of the corporation is LYONDELL CHEMICAL NEDERLAND,
LTD."
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 LYONDELL CHEMIE NEDERLAND, LTD. has caused this
certificate to be signed by Robert J. Millstone, its Vice President, and
attested by Connie E. Cothran, its Assistant Secretary, this ______ day of
________________, 1998.
LYONDELL CHEMIE NEDERLAND, LTD.
By: __________________________________
Vice President
ATTEST:
By: _____________________
Assistant Secretary