EXHIBIT 3.12
RESTATED CERTIFICATE OF INCORPORATION
or
AMERICAN SALT COMPANY
Under Section 245 of the General
Corporation Law of the State of Delaware
AMERICAN SALT COMPANY, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: That the original Certificate of Incorporation of the
Corporation was filed with the Secretary of State, Dover, Delaware, on the 21st
day of January, 1988, a Restated Certificate of Incorporation was filed on the
19th day of February 1988 and an Amendment to the Restated Certificate of
Incorporation was filed on the 24th day of February 1988.
SECOND: That the Restated Certificate of Incorporation of the
Corporation has been duly adopted in accordance with the provisions of Section
141(f), 228(a), 242 and 245 of the General Corporation Law of the State of
Delaware.
THIRD: That the text of the Certificate of Incorporation of
the Corporation is hereby restated by this Certificate, to read in full, as
follows:
RESTATED
CERTIFICATE OF INCORPORATION
-of-
AMERICAN SALT COMPANY
-oo0oo-
FIRST: The name of the Corporation is American Salt Company
(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 has authority to issue is 3,000 shares of Common Stock and the par
value of each such share is $.01.
FIFTH: 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 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 2
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 if a meeting were
held.
3. 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.
SIXTH: The Corporation shall indemnify any person who was or
is a party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the Corporation, by
reason of the fact that he, or the person whose legal representative he is, (1)
is or was a stockholder, director, officer, employee or agent of the Corporation
(including the incorporator thereof), or (2) is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or (3) is or
was a director, officer or employee of the Corporation serving at the request of
the Corporation as a fiduciary of an employee benefit plan or trust maintained
far the benefit of employees of the Corporation or employees of any such other
enterprise, partnership, joint venture, trust, or other enterprise, against
judgments, fines, penalties, amounts paid in settlement, and expenses, including
attorneys' fees, actually and reasonably incurred by him and the person whose
legal representative he is, in connection with such action, suit or proceeding,
or any appeal therein, to the fullest extent permitted by law.
Expenses which may be indemnifiable under this Section
incurred in defending an action, suit or proceedings may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors upon agreement by or on
behalf of the stockholder, director, officer, employee or agent, or his legal
representative, to repay such amount if he is later found not entitled to be
indemnified by the Corporation as authorized in this section.
The Corporation shall not indemnify any stockholder, director,
officer, employee or agent against judgments, fines, amounts paid in settlement
and expenses, including attorneys' fees, to an extent greater than that
authorized by this Article Sixth, but the Corporation may procure insurance
providing greater indemnification and may share the premium cost with any
stockholder, director, officer, employee or agent on such basis am may be agreed
upon.
IN WITNESS WHEREOF, the Corporation has caused this Restated
Certificate of Incorporation to be signed by Anthony J. Petrocelli, its Chairman
of the Board, Vice President and Treasurer and attested by Richard J. Donahue,
its Vice President and Secretary, this 29th day of March, 1990.
---------------------------------------------------
Anthony J. Petrocelli
Chairman of the Board,
Vice President and Treasurer
ATTEST:
- -----------------------------
Richard J. Donahue
Vice President and Secretary