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[LETTERHEAD OF CARON & STEVENS/BAKER & McKENZIE]
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Exhibit 3.i(i)
UNOFFICIAL TRANSLATION OF
DEED OF INCORPORATION OF
IMC GLOBAL NETHERLANDS B.V.
On this day, the twenty-ninth day of June two thousand one, appeared before
me, Pieter Gerard van Druten, Esq., a civil-law notary in Amsterdam,
hereinafter referred to as "Notary":
Johannes Cornelis Christiaan Paans, Esq., born in Hendrik Ido Ambacht on the
thirtieth day of April nineteen hundred sixty-nine, for the purpose hereof
electing as his domicile the office of the Notary (1017 PS Amsterdam,
Leidseplein 29), holder of passport with number: N26036403, here acting upon
a written power of attorney granted by:
IMC USA INC., a company incorporated under the laws of the State of Delaware,
United States of America, with corporate address at 1209 Orange Street,
Wilmington, DE 19801, United States of America, and with company address at
100 South Saunders Road, Suite 300, Lake Forest, IL 60045, United States of
America,
hereinafter referred to as: the "Incorporator".
The deponent declared on behalf of the Incorporator to incorporate by means
of these articles a private limited liability company, which shall be
governed by the following articles of incorporation.
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ARTICLES OF ASSOCIATION
NAME AND REGISTERED OFFICE
ARTICLE 1
1. The company's name is: IMC Global Netherlands B.V.
2. The company has its registered office in: Amsterdam.
OBJECTS
ARTICLE 2
The company's objects are:
a. to incorporate, participate in, conduct the management of and take any
other financial interest in other companies and enterprises;
b. to render administrative, technical, financial, economic or managerial
services to other companies, persons or enterprises;
c. to acquire, dispose of, manage and utilise real and personal property,
including patents, marks, licences, permits and other industrial property
rights;
d. to borrow and lend moneys, act as surety or guarantor in any other
manner, and bind itself jointly and severally or otherwise in addition to
or on behalf of others,
the foregoing whether or not in collaboration with third parties and
inclusive of the performance and promotion of all activities which directly
and indirectly relate to those objects, all this in the broadest sense of the
terms.
AUTHORISED CAPITAL
ARTICLE 3
1. The company's authorised capital amounts to ninety thousand Euro
(EUR 90,000).
2. It is divided into ninety (90) shares with a par value of one thousand
Euro (EUR 1,000) each.
3. All shares shall be in registered form and shall be consecutively
numbered from 1 onwards. Share certificates shall not be issued.
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4. Share in the capital of the company can only be held by shareholders of
Carlsbad, Inc., a company incorporated under the laws of Delaware, United
States of America, hereinafter referred to as: "Carlsbad", provided that
such a shareholder must hold the same percentage of stock in Carlsbad as
the percentage of stock that this shareholder holds in the company.
SHAREHOLDERS' REGISTER
ARTICLE 4
1. The company's Board of Managing Directors shall keep a register in which
the names and addresses of all holders of shares shall be recorded,
specifying the date on which they acquired their shares, the date of
acknowledgment by or service upon the company and the amount paid for each
share.
The register shall also contain the names and addresses of all owners of
a usufruct or pledge on those shares, specifying the date on which they
acquired such usufruct or pledge, the date of acknowledgment by or service
upon the company and what rights they have been granted attaching to the
shares under Articles 197 and 198, paras. 2 and 4, Book 2, Dutch Civil
Code.
2. Article 194, Book 2, Dutch Civil Code shall apply to the register.
ISSUANCE OF SHARES
ARTICLE 5
1. Shares may only be issued pursuant to a resolution by the general
meeting of shareholders, hereinafter to be referred to as the "general
meeting". Issuance shall be by means of a notarial deed, executed before a
civil-law notary authorised to practise in the Netherlands, and to which
those involved are party.
2. With due observance of the restrictions provided by law, shareholders
shall have pre-emptive rights with respect to any further share issue in
proportion to the total value of their individual shareholdings.
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3. Likewise, shareholders shall have pre-emptive rights with respect to the
granting of options to subscribe to shares.
4. Said pre-emptive rights may, for every single issue, be limited or
suspended by the general meeting.
5. When a share is issued, its par value must be fully paid up. It may be
stipulated that a portion of the share's par value, not exceeding
three-fourths thereof, need not be paid until after such portion is
called up by the company.
OWN SHARES
ARTICLE 6
1. With due observance of the relevant statutory provisions, the company may
acquire its own fully-paid shares or depositary receipts, however,
subject to the maximum permitted by law.
2. The company may grant loans for the purpose of subscribing to or
acquiring its shares or depositary receipts, however, subject to the sum
of its distributable reserves.
TRANSFER OF SHARES, USUFRUCT, PLEDGE, DEPOSITARY RECEIPTS
ARTICLE 7
1. The transfer of shares or any restricted rights attaching to shares shall
require a notarial deed, executed before a civil-law notary authorised to
practise in the Netherlands, to which those involved are party.
2. The transfer of shares or any restricted rights attaching to shares as
referred to in para. 1 - including the creation and relinquishment of
restricted rights - shall, by operation of law, also be valid vis-a-vis
the company. The rights attaching to shares cannot be exercised until the
company either acknowledges the juristic act or is served with the
notarial deed in accordance with the relevant statutory provisions,
except where the company is party to the juristic act.
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3. In the event that a usufruct or pledge is created on shares, voting
rights may be granted to the usufructuary or pledgee, if so provided at
the time of granting such usufruct or pledge.
4. The company shall not cooperate in issuing depositary receipts for its
shares.
TRANSFER RESTRICTIONS.
ARTICLE 8.
1. In order to be valid, every transfer of shares shall require the prior
approval of the general meeting, unless all shareholders have given their
approval in writing. The approval shall be valid for three months only.
2. The shareholder who wishes to transfer his shares - hereinafter to be
referred to as the "proposing transferor" - shall inform the Board of
Managing Directors by registered mail or return receipt requested,
specifying the number of shares to be transferred and the person(s) to
whom he wishes to transfer his shares.
3. The Board of Managing Directors shall be obliged to call a general
meeting to be held within six weeks of receiving the proposing
transferor's notification. The convening notice shall state the content
of the notification.
4. If the general meeting grants the approval requested, the transfer must
take place within the following three months.
5. Approval shall be deemed given if:
a. the general meeting referred to in paragraph 3 has not been held
within the term set in that paragraph;
b. that general meeting has failed to decide on the request for approval;
c. simultaneously with its refusal, the general meeting fails to notify
the proposing transferor of the name(s) of (an)other party(ies)
interested in purchasing for cash all shares to which the request for
approval relates.
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If the situation under paragraph 5a. above occurs, approval shall be
deemed to have been given on the last date on which the shareholders'
meeting should have been held.
6. Unless the proposing transferor and the interested party(ies) specified
by the general meeting and accepted by the proposing transferor make
deviating arrangements regarding the price or the method of determining
the price, the purchase price of the shares shall be determined by an
independent expert to be appointed at the request of the party with the
greatest interest by the Chairman of the Chamber of Commerce and Industry
of the district in which the company's registered office is situated.
7. The proposing transferor shall remain entitled to withdraw his offer,
provided that he does so within one month of having been informed of the
name of the party to whom he may transfer all of the shares specified in
the request for approval and of the price offered for the shares.
8. The costs incurred in determining the purchase price shall be borne:
a. by the proposing transferor if he withdraws his offer;
b. in equal parts by the proposing transferor and the buyers if the
shares are purchased by the interested parties, on the understanding
that every buyer shall contribute to the costs in proportion to the
number of shares he has bought;
c. by the company, in all cases not included under a. or b.
9. The company itself may propose to buy the shares as contemplated in para.
5(c) only if the proposing transferor so consents.
10. Any transfer of shares must be in compliance with the provisions of
article 3, paragraph 4 of these Articles.
BOARD OF MANAGING DIRECTORS
ARTICLE 9
1. The company shall be run by a Board of Managing Directors consisting of
one or more Managing Directors.
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2. The general meeting shall appoint the Managing Directors.
3. The general meeting shall at all times have the power to suspend or
dismiss the Managing Directors.
4. The general meeting shall determine the remuneration of each Managing
Director, as well as his other terms and conditions of employment.
MANAGERIAL DUTIES. DECISION-MAKING. DIVISION OF DUTIES
ARTICLE 10
1. Subject to the restrictions set forth in these Articles, the Board of
Managing Directors shall be in charge of running the company.
2. The general meeting may adopt rules and regulations governing the
decision-making process of the Board of Managing Directors.
3. The Board of Managing Directors shall make a division of duties and
report such division to the general meeting.
REPRESENTATIVE AUTHORITY
ARTICLE 11
1. The Board of Managing Directors shall represent the company. The
authority to represent the company shall also be vested in two Managing
Director acting jointly.
The Board of Managing Directors may appoint officers and grant them a
general or special power of attorney. Every attorney in fact shall
represent the company within the bounds of his authorisation. Their title
shall be determined by the Board of Managing Directors.
In the event that the company has a conflict of interest with a managing
director, in the sense that the managing director in private enters into
an agreement with, or is party in a legal proceeding between him and the
company, the company shall be represented by one of the other managing
directors. If there are no such other managing directors, the general
meeting shall appoint a person to that effect. Such person may be the
managing director in relation to whom the conflict of interest exists. In
all other cases of a conflict of interest between the company and a
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managing director, the company can also be represented by that managing
director.
The general meeting shall at all times be authorized to appoint one or more
other persons to that effect.
RESTRICTIONS ON THE POWERS OF THE BOARD OF MANAGING DIRECTORS
ARTICLE 12
1. The general meeting shall be authorised to make subject to its approval
Board of Managing Directors resolutions. Any such other resolution shall
be clearly described and reported to the Board of Managing Directors in
writing.
2. The Board of Managing Directors must comply with any such instructions
outlining the company's general financial, social, economic or staffing
policy to be pursued by the Board of Managing Directors as may be given by
the general meeting.
3. The absence of approval as defined in this Article cannot be invoked by or
against any third party.
ABSENCE. INABILITY TO ACT
ARTICLE 13
If a Managing Director is absent or unable to act, the remaining
Managing Director(s) shall be temporarily charged with the management of
the company. If the sole Managing Director is or all Managing Directors are
absent or unable to act, a person appointed annually by general meeting
shall be temporarily charged with the management of the company.
FINANCIAL YEAR. ANNUAL ACCOUNTS
ARTICLE 14
1. The company's financial year shall correspond with the calendar year.
2. Within five months of the end of the company's fiscal year, the Board of
Managing Directors shall draw up the annual accounts unless, in special
circumstances, an extension of this term by not more than six months is
approved by the general meeting.
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3. The general meeting shall adopt the annual accounts.
PROFITS
ARTICLE 15
1. The profits shall be at the disposal of the general meeting.
2. Dividends may be paid only insofar as the company's equity exceeds the
paid-in and called-up capital plus the reserves to be kept by law.
3. The general meeting may, with due observance of para. 2, resolve to pay
interim dividends.
4. The general meeting may, with due observance of para. 2, resolve to pay
dividends out of a reserve which need not be kept by law.
GENERAL MEETING OF SHAREHOLDERS
ARTICLE 16
1. The general meeting of shareholders shall be held within six months of the
end of the company's financial year in order to discuss and adopt the
annual accounts.
2. Other general meetings of shareholders shall be held as often as either
the Board of Managing Directors or the shareholders representing not less
than one-tenth of the company's issued capital deem necessary.
3. General meetings of shareholders shall be called by either the Board of
Managing Directors or the shareholders representing one-tenth of the
company's issued capital, by sending letters to the addresses recorded in
the shareholders' register and the register of holders of depositary
receipts. Convocation shall take place not later than on the fifteenth day
prior to the day of the meeting.
4. Resolutions may be legally adopted on any item on the agenda provided that
they are adopted by a unanimous vote at a general meeting at which the
company's entire issued capital is represented, even if the requirements
for convening and conducting the meeting as prescribed by the law or the
company's Articles of Incorporation have not been complied with.
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5. General meetings shall be held in the municipality in which the company's
registered office is situated according to its Articles of Incorporation.
6. At every meeting, the shareholders shall appoint a chairman from their
midst.
7. Every share shall entitle its holder to cast one vote.
8. Resolutions shall be passed by an absolute majority of the votes cast,
unless the law prescribes a greater majority.
RESOLUTIONS PASSED OUTSIDE A MEETING
ARTICLE 17
Rather than at a general meeting, the shareholders may also pass resolutions
in writing, provided that they do so by a unanimous vote representing the
company's entire issued capital. In writing shall mean any message
transmitted via standard means of communication and received in written form.
AMENDMENT TO THE ARTICLES OF INCORPORATION AND DISSOLUTION
ARTICLE 18
If a motion to amend the Articles of Incorporation or to dissolve the company
is submitted to the general meeting, the convening notice must state this
fact.
If such notice concerns an amendment to the Articles of Incorporation a copy
of the motion containing a verbatim text of the proposed amendment must be
deposited at the company's office for inspection by the shareholders until
the meeting is adjourned.
LIQUIDATION
ARTICLE 19
1. If the company is dissolved pursuant to a resolution of the general
meeting, it shall be liquidated by the Board of Managing Directors, if
and to the extent the general meeting does not resolve otherwise.
2. After the liquidation has been finished, the books and records of the
company shall remain in the custody during a ten year period of the person
designated for that purpose by the general meeting.
FINAL PROVISIONS
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Finally, the deponent declared as follows:
a. Upon the company's incorporation, its issued capital shall amount to
eighteen thousand Euro (EUR 18,000), divided into eighteen (18)
ordinary shares, numbered 1 up to and including 18.
The incorporator shall be allocated eighteen (18) ordinary shares. The
shares have been issued at par. The payments, which may be made in foreign
currency, must be made in cash. These payments have been made. The documents
required under Article 203a, Book 2, Dutch Civil Code, have been attached to
this deed.
The company hereby accepts those payments for the shares issued upon its
incorporation.
b. As the company's first Managing Director is hereby appointed:
ABN AMRO Trust Company (Nederland) B.V., with statutory seat in
Amsterdam, with office address at Strawinskylaan 3105, 7th floor,
1077 ZX Amsterdam
c. The company's first financial year shall end on the thirty-first day of
December two thousand one.
The ministerial statement of no-objection was granted on the twenty-fifth day
of June two thousand one, under B.V. number 1.169.447, which has been
attached to this deed.
The existence of the power of attorney appears from one (1) private
instrument to be attached to this deed.
The underlined headings in this deed have been included for easy reference
only.
The deponent is known to me, Notary.
WITNESSETH THIS DEED,
the original of which was drawn up and executed in Amsterdam on the date
stated in the first paragraph of this Deed.
The substance of this Deed was stated and clarified to the deponent. The
declared that he had taken note of the content of the Deed timely before its
execution, agreed to its content, and did not require a full reading of this
Deed.
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Subsequently, after limited reading in accordance with the law, this Deed was
signed by the deponent and me, Notary.