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Exhibit 3.i(d)
CERTIFICATE OF INCORPORATION
OF
Southern Enterprises Inc.
FIRST: The name of the corporation is Southern Enterprises Inc.
SECOND: The address of the corporation's registered office in the
State of Delaware is No. 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of the corporation's registered agent at such
address is The Corporation Trust Company.
THIRD: The purpose of the corporation shall be to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of all classes of stock which the
corporation shall have authority to issue is 1,000 shares of the par value of
$1.00 per share, all of which shall be Common Stock.
FIFTH: The name and mailing address of the incorporator is:
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NAME MAILING ADDRESS
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Sandra B. Reece 1615 Poydras Street
New Orleans, LA 70112
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SIXTH: (a) A director of this Corporation shall not be 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 the 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.
(b) The Corporation shall indemnify any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving
at the request of the
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Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, to the fullest extent
permitted by applicable law. The determination as to whether such person has
met the standard required for indemnification shall be made in accordance
with applicable law.
Expenses incurred by such a director, officer, employee or agent in
defending a civil or criminal action, suit or proceeding 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 person to
repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article
SIXTH.
The foregoing indemnification shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under any
applicable law, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.
(c) The provisions of this Article SIXTH shall be deemed to be a
contract between the Corporation and each person who serves as such director,
officer, employee or agent of the Corporation in any such capacity at any
time while this Article SIXTH is in effect. No repeal or modification of the
foregoing provisions of this Article SIXTH nor, to the fullest extent
permitted by law, any modification of law shall adversely affect any right or
protection of a director, officer, employee or agent of the Corporation
existing at the time of such repeal or modification.
SEVENTH: In furtherance and not in limitation of the powers
conferred by law, (a) the Board of Directors is expressly authorized to
adopt, amend or repeal the by-laws of the corporation in any manner not
inconsistent with the laws of the State of Delaware or the certificate of
incorporation of the corporation, subject to the power of the stockholders to
adopt, amend or repeal the by-laws or to limit or restrict the power of the
Board of Directors to adopt, amend or repeal the by-laws, and (b) the
corporation may in its by-laws confer powers and authorities upon its Board
of Directors in addition to those conferred upon it by statute.
EIGHTH: Election of directors need not be by ballot unless the
by-laws of the corporation shall so provide.
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NINTH: 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.
IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinbefore named, does hereby make this certificate for the purpose of
forming a corporation in pursuance of the General Corporation Law of the
State of Delaware, does hereby certify that the facts hereinbefore set forth
are true and correct and has accordingly hereunto set her hand this 16th day
of December, 1987.
/s/ Sandra B. Reece
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Sandra B. Reece
Incorporator
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Southern Enterprises Inc.
Certificate of Amendment
of
Certificate of Incorporation
(Pursuant to Sections 103 and 241 of the
General Corporation Law of the State of Delaware)
Sandra B. Reece, sole incorporator of Southern Enterprises Inc., a
corporation organized and existing under the laws of the State of Delaware,
hereby certifies that:
I. The Certificate of Incorporation of Southern Enterprises Inc. is
hereby amended as follows:
Article FIRST of the Certificate of Incorporation which now reads as
follows:
"FIRST: The name of the corporation is
SOUTHERN ENTERPRISES INC."
is amended to read as follows:
"FIRST: The name of the corporation is
FMRP Inc."
II. The foregoing amendment has been duly adopted in accordance with
the provisions of Sections 103 and 241 of the General Corporation Law of the
State of Delaware.
III. The corporation has not received any payment for any of its
stock. The corporation has no directors or officers as of this date.
IN WITNESS WHEREOF, the Certificate of Amendment of Certificate of
Incorporation has been signed by the undersigned, being the sole incorporator
of Southern Enterprises, Inc. this 27th day of January, 1988.
Southern Enterprises Inc.
By: /s/ Sandra B. Reece
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Sandra B. Reece
Incorporator