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EXHIBIT 3.22
RESTATED CERTIFICATE OF INCORPORATION
of
KAISER ALUMINA AUSTRALIA CORPORATION
KAISER ALUMINA AUSTRALIA CORPORATION, a corporation organized and
existing under the laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is Kaiser Alumina Australia
Corporation. The date of filing of its original Certificate of Incorporation
with the Secretary of State was April 27, 1964.
2. This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Certificate of
Incorporation of this corporation as heretofore amended or supplemented and
there is no discrepancy between those provisions and the provisions of the
Restated Certificate of Incorporation.
3. The text of the Certificate of Incorporation as amended or
supplemented heretofore is hereby restated without further amendments or
changes to read as herein set forth in full:
FIRST. The name of the corporation is the Kaiser Alumina Australia
Corporation.
SECOND. Its registered office in the State of Delaware is located at
1209 Orange Street, in the City of Wilmington, County of New Castle. The name
and address of its registered agent is The Corporation Trust Company, 1209
Orange Street, Wilmington 19801, Delaware.
THIRD. The nature of the business, or objects or purposes to be
transacted, promoted or carried on, are to do any or all the things hereinafter
mentioned as fully and to the same extent as natural persons might or could do
in any part of the world:
To purchase, produce, manufacture, toll, or otherwise acquire and to
sell, assign, transfer or otherwise dispose of, trade and deal in and with
bauxite, alumina, coal, gas, oil and all other minerals of every kind and
description.
To build, equip, operate, maintain, buy, sell, deal in and with, own,
charter, and dispose of, ships, barges, boats and vessels of every kind and
nature whatsoever.
To manufacture, buy or otherwise acquire, own, mortgage, sell, assign,
transfer or otherwise dispose of, trade and deal in and with goods, wares and
merchandise and personal property of every class and description.
To take, own, hold, deal in, mortgage or otherwise give liens against,
and to lease, sell, exchange, transfer or in any manner whatever, to dispose of
real property or any interest therein.
To acquire and pay for in cash, stock or bonds of this corporation, 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.
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To acquire, hold, use, sell, lease, grant licenses in respect of,
mortgage or otherwise dispose of, letters patent of the United States or any
foreign country, patent rights, licenses, privileges, inventions, improvements
and processes, copyrights, trade-marks and trade names, relating to or useful
in connection with any business of this corporation.
To loan money, to guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of (as principal or agent) shares of the
capital stock of, or any bonds, securities or evidences of indebtedness created
by any other corporation or corporations organized under the laws of this state
or any other state, country, nation or government, and while the owner thereof
to exercise all the rights, powers and privileges of ownership.
To promote or to aid in any manner financially or otherwise, any
corporation or association; and for this purpose guarantee or become a surety
upon the contracts, dividends, stock, bonds, notes or other obligations of such
other corporations or associations; and to do any other acts or things designed
to protect, preserve, improve or enhance the value of the stock, bonds, or
other evidences of indebtedness or securities of such other corporation.
To enter into any lawful arrangements for sharing profits and/or
losses, union of interests, reciprocal concessions, or cooperation with any
corporation, association, partnership, syndicate, person, governmental,
municipal or public authority, domestic or foreign, in the carrying on of any
business which this corporation is authorized to carry on, or any business or
transaction deemed necessary, convenient or incidental to carrying out any of
the purposes of the corporation.
To borrow money for any of the purposes of this corporation, and to
issue bonds, debentures, notes or other obligations therefor, and to secure the
same by pledge or mortgage of the whole or any part of the property of this
corporation, whether real or personal, or to issue bonds, debentures, notes or
other obligations without any such security.
To purchase, hold, sell and transfer the shares of its own capital
stock; provided it shall not use its funds for the purchase of its own shares
of capital stock when such use would cause any impairment of its capital; and
provided further, that shares of its own capital stock belonging to it shall
not be voted upon directly or indirectly.
To carry on any other lawful business whatsoever which may seem to the
corporation capable of being carried on in connection with the above, or
calculated directly or indirectly to promote the interests of the corporation,
or to enhance the value of its properties; and to have, enjoy and exercise all
the rights, powers and privileges which are now or which may hereafter be
conferred upon corporations organized under the same statutes as this
corporation.
The foregoing clauses shall be construed both as objects and powers; and
it is hereby expressly provided that the foregoing enumeration of specific
powers shall not be held to limit or restrict in any manner the powers of this
corporation.
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is ten thousand (10,000) and the par value of each of
such shares is one hundred and
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no/100ths dollars ($100.00), amounting in the aggregate to one million and
no/100ths dollars ($1,000,000.00).
FIFTH. The minimum amount of capital with which the corporation will
commence business is Fifty Thousand Dollars ($50,000).
SIXTH. The names and places of residence of the incorporators are as
follows:
Name Place of Residence
S. H. Livesay Wilmington, Delaware
F. J. Obara, Jr. Wilmington, Delaware
A. D. Grier Wilmington, Delaware
SEVENTH. The corporation is 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 consistent with
the provisions herein contained.
To authorize and cause to be executed mortgages and 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 or to abolish any such
reserves in the manner in which it was created.
By resolution or resolutions, 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 said
resolution resolutions 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 have power to 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 two-
thirds 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 two-thirds of the voting stock
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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.
By the affirmative vote of the holders of two-thirds of the stock issued
and outstanding having voting power given at a stockholders' meeting called for
that purpose, or by the written consent of the holders of two-thirds of the
voting stock issued and outstanding, the corporation may in its by-laws confer
powers upon its board of directors in addition to the foregoing, and in
addition to the powers and authorities expressly conferred upon it by statute.
TENTH. No holder of shares of stock of the corporation shall be
entitled as of right to purchase or subscribe for any part of any unissued
stock of the corporation or of any new or additional authorized stock of the
corporation of any class whatsoever, or of any issue of securities of the
corporation convertible into stock, whether such stock or securities be issued
for money or for a consideration other than money or by way of dividend, but
any such unissued stock or such new or additional authorized stock or such
securities convertible into stock may be issued and disposed of to such
persons, firms, corporations and associations, and upon such terms as may be
deemed advisable by the board of directors, without offering to stockholders
then of record or any class of stockholders any thereof upon the same terms or
upon any terms.
ELEVENTH. The corporation may enter into contracts or transact business
with one or more of its directors or with any firm of which one or more of its
directors are members, or with any corporation or association in which any one
of its directors is a stockholder, director or officer, and such contract or
transaction shall not be invalidated or in any wise affected by the fact that
such director or directors have or may have interests therein which are or
might be adverse to the interests of the corporation, even though the vote of
the director or directors having such adverse interest shall have been
necessary to obligate the corporation upon such contract or transaction; and no
director or directors having such adverse interest shall be liable to the
corporation or to any stockholder or creditor thereof, or to any other person,
for any loss incurred by it under or by reason of any such contract or
transaction; nor shall any such director or directors be account- able for any
gains or profits realized thereon: Always provided, however, that such contract
or transaction shall at the time at which it was entered into have been a
reasonable one to have been entered into and shall have been upon terms that at
the time were fair.
TWELFTH. 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
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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, the said compromise or arrangement and the said
reorganization shall, 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.
THIRTEENTH. Meetings of stockholders and the board of directors may be
held without 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 of the State of Delaware at such place or places as may be from time to
time designated by the board of directors.
FOURTEENTH. 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.
5. This Restated Certificate of Incorporation was duly adopted by
the Board of Directors in accordance with Section 245 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said KAISER ALUMINA AUSTRALIA CORPORATION has caused
this Certificate to be signed by Byron L. Wade its Vice President, Secretary
and Deputy General Counsel, this 6th day of December, 1996.
KAISER ALUMINA AUSTRALIA CORPORATION
By: /s/ BYRON L. WADE
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Byron L. Wade
Vice President, Secretary and Deputy
General Counsel
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