EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
JOHN DEERE CAPITAL CORPORATION
(As Adopted July 18, 1958)
(As Amended effective June 18, 1993)
FIRST. The name of the corporation is
JOHN DEERE CAPITAL CORPORATION
SECOND. Its principal 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 resident agent is The Corporation Trust Company, No. 100
West Tenth Street, Wilmington 99, Delaware.
THIRD. The nature of the business, or objects or purposes to be
transacted, promoted or carried on are:
(a) To carry on the business of a finance company, and to
perform any acts and engage in any activities or functions generally
performed or engaged in by finance companies, and nothing in
subsequent paragraphs of this Certificate of Incorporation shall limit
the generality of this statement.
(b) To purchase or otherwise acquire, sell, hypothecate or
otherwise dispose of, and generally to trade and deal in:
(i) Obligations and contracts of all kinds, however arising,
whether of persons, partnerships, associations, corporations
or other entities, whether secured or unsecured, whether or
not evidenced by a written instrument, whether payable in
installments or otherwise, and whether fixed or determined
in amount or otherwise;
(ii) Bills of lading, warehouse receipts and other documents
representing goods or any interest in goods;
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(iii) Mortgages, liens, trust receipts and any other
interests in property, real or personal, tangible or
intangible.
(c) To make loans to any person, partnership, association,
corporation or other enterprise, either with or without security.
(d) To acquire, and pay for in cash, property, stock, bonds or
other securities of the 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,
partnership, association, corporation or other enterprise.
(e) To acquire, hold, guarantee, sell, mortgage,
pledge or otherwise dispose of or deal in any of the shares or other
interests in, or obligations of, any person, partnership, association,
corporation or other enterprise, public or private, regardless of the
nature of the business in which such person, partnership, association,
corporation or other enterprise is or may be engaged.
(f) To borrow or raise moneys for any of the objects or purposes
of the corporation and, from time to time without limit as to amount,
to issue, sell, pledge or otherwise dispose of appropriate instruments
to evidence such indebtedness, and to secure the payment thereof by
mortgage or other lien upon the whole or any part of the property of
the corporation, whether at the time owned or thereafter acquired.
(g) To issue stock, bonds, debentures, or other
securities convertible into stock of any class or other securities of
any kind of the corporation or bearing warrants or other evidence of
optional rights to purchase or subscribe to stock of any class or
other securities of any kind of the corporation.
(h) 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.
(i) To make any guaranty respecting stocks, dividends,
securities, indebtedness, interest, contracts, or other obligations of
any person,
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partnership, association, corporation or other enterprise.
(j) To hold, purchase, mortgage, sell and convey real and
personal property, both tangible and intangible, either within or
without the State of Delaware.
(k) To carry on any business whatsoever which the corporation
may deem proper or convenient in connection with any of the foregoing
purposes or otherwise, or which may be calculated, directly or
indirectly, to promote the interests of the corporation or to enhance
the value of its property; to conduct its business in the State of
Delaware, in other states, in the District of Columbia, in the
territories and colonies of the United States, and in foreign
countries; and to have and to exercise all the powers conferred by the
laws of Delaware upon corporations formed under the act pursuant to
and under which the corporation is formed.
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 all classes of stock which the
Corporation shall have authority to issue is 10,002,500 shares, consisting of
2,500 shares of Common Stock without par value ("Common Stock") and 10,000,000
shares of Preferred Stock, par value $1.00 per share ("Preferred Stock").
FIFTH. The Board of Directors (or a Committee delegated by the Board)
shall have authority be resolution to issue the shares of Preferred Stock from
time to time on such terms as it may determine and to divide the Preferred Stock
into one or more series and, in connection with the creation of any such series,
to determine and fix by the resolution or resolutions providing for the issuance
of shares thereof:
(a) the distinctive designation of such series, the number of
shares which shall constitute such series, which number may be
increased or decreased (but not below the number of shares then
outstanding) from time to time by action of the Board of Directors,
and the stated value thereof, if different from the par value thereof;
(b) the dividend rate, the times of payment of dividends on the
shares of such series, whether dividends shall be cumulative, and, if
so,
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from what date or dates, and the preference or relation which such
dividends will bear to the dividends payable on any shares of stock of
any other class or any other series of this class;
(c) the price or prices at which, and the terms and conditions
on which, the shares of such series may be redeemed;
(d) whether or not the shares of such series shall be entitled
to the benefit of a retirement or sinking fund to be applied to the
purchase or redemption of such shares and, if so entitled, the amount
of such fund and the terms and provisions relative to the operation
thereof;
(e) whether or not the shares of such series shall be
convertible into, or exchangeable for, any other shares of stock of
the corporation or any other securities and, if so convertible or
exchangeable, the conversion price or prices, or the rates of
exchange, and any adjustments thereof, at which such conversion or
exchange may be made, and any other terms and conditions of such
conversion or exchange;
(f) the rights of the shares of such series in the event of
voluntary or involuntary liquidation, dissolution or winding up, or
upon any distribution of the assets, of the corporation;
(g) whether or not the shares of such series shall have priority
over or parity with or be junior to the shares of any other class or
series in any respect, or shall be entitled to the benefit of
limitations restricting (i) the creation of indebtedness of the
corporation, (ii) the issuance of shares of any other class or series
having priority over or being on a parity with the shares of such
series in any respect, or (iii) the payment of dividends on, the
making of other distributions in respect of, or the purchase or
redemption of shares of any other class or series on a parity with or
ranking junior to the shares of such series as to dividends or assets,
and the terms of any such restrictions, or any other restriction with
respect to shares of any other class or series on a parity with or
ranking junior to the shares of such series in any respect;
(h) whether such series shall have voting rights, in addition to
any voting rights provided by law and, if so, the terms of such voting
rights, which may be general or limited; and
(i) any other powers, designations, preferences and relative,
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participating, optional, or other special rights of such series, and
the qualifications, limitations or restrictions thereof, to the full
extent now or hereafter permitted by law.
The powers, designations, preferences and relative, participating,
optional and other special rights of each series of Preferred Stock, and
the qualifications, limitations or restrictions thereof, if any, may differ
from those of any and all other series at any time outstanding. All shares
of any one series of Preferred Stock shall be identical in all respects
with all other shares of such series, except that shares of any one series
issued at different times may differ as to the dates from which dividends
thereon shall be cumulative.
SIXTH. The minimum amount of capital with which the corporation will
commence business is one thousand dollars ($1,000).
SEVENTH. The names and places of residence of the incorporators are
as follows:
Name Residence
---- ---------
H. K. Webb Wilmington, Delaware
H. C. Broadt Wilmington, Delaware
L. H. Herman Wilmington, Delaware
EIGHTH. The corporation is to have perpetual existence.
NINTH. The private property of the stockholders shall not be subject
to the payment of corporate debts to any extent whatever.
TENTH. 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 bylaws of the corporation;
To authorize and cause to be executed mortgages and other liens
upon the real and personal property of the corporation;
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;
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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 bylaws 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 bylaws 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 or other securities of any other corporation or corporations, or
both, as the board of directors shall deem expedient and for the best
interests of the corporation.
ELEVENTH. No contract or other transaction between this corporation
and any other entity or person (including directors, officers and stockholders
of this corporation) and no act of this corporation shall be invalidated or
rendered voidable solely by reason of the fact that any of the directors,
officers or stockholders of this corporation are pecuniarily or otherwise
interested in such contract, transaction or act of the corporation, individually
or as directors, trustees, partners, officers, or holders of equivalent
positions in such entity or person, or by reason of a pecuniary or other
interest in such entity or person; and any director of this corporation who is
so interested may be counted in determining the existence of a quorum at any
meeting of the board of directors of this corporation which shall authorize any
such contract, transaction or act and may vote at any such meeting to authorize
any such contract, transaction or act.
TWELFTH. The board of directors, by the affirmative vote of a
majority of the whole board, and irrespective of any personal interest of its
members, shall have authority to provide reasonable compensation of all
directors for services, ordinary or extraordinary, to the corporation as
directors, officers or otherwise.
THIRTEENTH. Any person made a party to any action, suit or
proceeding, whether civil, criminal, administrative or other, by reason of the
fact that he,
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or his testator or intestate, is or was a director, officer or employee of the
corporation or of any other enterprise which he, or his testator or intestate,
served as such at the request of the corporation, shall be indemnified by the
corporation against the reasonable expenses actually and necessarily incurred by
him in connection with the defense of such action, suit or proceeding, and
against amounts paid by him (other than to the corporation or such other
enterprise) in reasonable settlement of any such action, suit or proceeding,
where it is in the interest of the corporation that such settlement be made,
except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that such director, officer or employee is liable for
negligence or misconduct in the performance of duty, or in the event of
settlement, where it shall appear that such person is guilty of negligence or
misconduct in the performance of duty. The foregoing right of indemnification
shall not be deemed exclusive of any other right to which those indemnified may
be entitled, under any bylaw, agreement, vote of stockholders, or otherwise.
FOURTEENTH. Meetings of stockholders and directors may be held
outside the State of Delaware, if the bylaws so provide. The books and records
of the corporation may be kept (subject to any provision contained in the
statutes) outside the State of Delaware. Elections of directors need not be by
ballot unless the bylaws of the corporation shall so provide.
FIFTEENTH. 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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