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Exhibit 3.i(c)
CERTIFICATE OF INCORPORATION
-OF-
SIFTO LOUISIANA INC.
-oo0oo-
FIRST: The name of the Corporation is Sifto Louisiana Inc. (hereinafter
sometimes called the "Corporation").
SECOND: The address of the Corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle, State of Delaware 19801. The name of its
registered agent at such address is The Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or
promoted are to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware.
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FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 1,000 and the par value of each of such shares is
$.01.
FIFTH: The name and mailing address of the incorporator is as follows:
Daniel S. Margetanski
Winthrop, Stimson, Putnam & Roberts
1 Battery Park Plaza
New York, New York 10004
SIXTH: The following additional provisions are inserted for the
management of the business and for the conduct of the affairs of the
Corporation, and for the creation, definition, limitation and regulation of
the powers of the Corporation, the directors and the stockholders:
1. Election of directors need not be by written ballot. The Board of
Directors shall have power to make, alter, amend and repeal the By-Laws of
the Corporation and to fix the compensation of directors for services in any
capacity.
2. Any director may be removed at any time, with or without cause, upon
the affirmative vote of the holders of a majority of the stock of the
Corporation at that time having voting power for the election of directors;
provided, however, that no director who shall have been elected by the
holders of a separate class of stock shall
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be removed under the provisions of this subdivision except upon the
affirmative vote of the holders of a majority of the class whose holders
elected him, if such holders are then entitled to vote for the election of
directors.
3. Any corporate action, with respect to which the vote of the
stockholders at a meeting thereof is required or permitted by any provision
of the General Corporation Law of the State of Delaware or of the Certificate
of Incorporation or the By-Laws of the Corporation, is authorized to be taken
and may be taken without that vote and meeting, and that vote and meeting
may be dispensed with, with the written consent of the holders of a majority
(or, if with respect to a particular corporate action where the General
Corporation Law of the State of Delaware or the Certificate of Incorporation
or the By-Laws of the Corporation specifies a greater percentage, by the
holders of that greater percentage) of the stock that would have been
entitled to vote upon that action if a meeting were held. Prompt notice shall
be given to all stockholders of the taking of any corporate action pursuant
to the provisions of this paragraph 3 unless that action has been consented
to in writing by the holders of all of the stock that would have been
entitled to vote upon that action if a meeting were held.
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4. A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived
an improper personal benefit.
IN WITNESS WHEREOF, I, the undersigned, being the incorporator named
above, have hereunto set my hand and seal this 22nd day of March, 1990.
/s/ Daniel S. Margetanski
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Daniel S. Margetanski
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STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK)
BE IT REMEMBERED that on this 22nd day of March, 1990, personally came
before me, Elliott Schuchardt, a Notary Public in and for the County and
State aforesaid, Daniel S. Margetanski, party to the foregoing Certificate of
Incorporation, known to me personally to be such, and acknowledged that it is
his act and deed and that the facts stated therein are true.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ Elliott Schuchardt
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Notary Public
ELLIOTT SCHUCHARDT
Notary Public, State of New York
No. 31-4958172
Qualified in New York County
Commission Expires 10/30/91
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CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
SIFTO LOUISIANA INC.
SIFTO LOUISIANA INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation duly adopted a
resolution setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation, declaring said amendment to be advisable
and calling a meeting of the stockholders of the Corporation for
consideration thereof. The resolution setting forth the proposed amendment is
as follows:
RESOLVED, that Article First of the Certificate of Incorporation of
the Corporation be amended, and as amended said Article shall be and read
in its entirety as follows:
"FIRST: The name of the Corporation is Carey Louisiana Inc.
(hereinafter sometimes called the "Corporation")."
SECOND: That in lieu of a meeting and vote of stockholders, the
holders of all of the outstanding stock the Corporation have given its
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 said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
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IN WITNESS WHEREOF, the Corporation has caused this certificate of
amendment to be signed by Anthony J. Petrocelli, its Vice President, and
attested by Richard J. Donahue, its Secretary, as of the 20th day of August,
1990.
SIFTO LOUISIANA INC.
BY: /s/ Anthony J. Petrocelli
------------------------------------
Anthony J. Petrocelli
Vice President
ATTEST: /s/ Richard J. Donahue
-------------------------------
Richard J. Donahue
Secretary
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CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
CAREY LOUISIANA INC.
CAREY LOUISIANA INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation duly adopted a
resolution setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation, declaring said amendment to be advisable
and calling a meeting of the stockholders of the Corporation for
consideration thereof. The resolution setting forth the proposed amendment is
as follows:
RESOLVED, that Article First of the Certificate of Incorporation of
the Corporation be amended, and as amended said Article shall be and
read in its entirety as follows:
"FIRST: The name of the Corporation is Carey Salt Company
(hereinafter sometimes called the "Corporation")."
SECOND: That in lieu of a meeting and vote of stockholders, the holders
of all of the outstanding stock the Corporation have given its 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 said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
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IN WITNESS WHEREOF, the Corporation has caused this certificate of
amendment to be signed by Richard J. Nick, its Vice President, and attested
by Richard J. Donahue, its Secretary, as of the 2nd day of November, 1990.
CAREY LOUISIANA INC.
BY: /s/ Richard J. Nick
-------------------------------------
Richard J. Nick
Vice President
ATTEST: /s/ Richard J. Donahue
-------------------------------
Richard J. Donahue
Secretary