Exhibit 3.8
CERTIFICATE OF INCORPORATION
-of-
SIFTO LOUISIANA INC.
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.
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, Stinson, 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 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 it a meeting were
held.
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 22/nd/ day of March 1990.
__________________________________
Daniel S. Margetanski