EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
(as Restated May 15, 2002)
OF
JOHN DEERE RECEIVABLES, INC.
FIRST. The name of the corporation is John Deere Receivables, Inc.
SECOND. The address of its registered office in the State of Nevada is One
East First Street, in the City of Reno, County of Washoe. The name of its
registered agent at such address is The Corporation Trust Company of Nevada.
THIRD. The purpose of the Corporation is limited to:
(i) to act as settlor or depositor of trusts formed under one or more trust
agreements, pooling and servicing agreements or other agreement; (ii) to
acquire, own, hold, and otherwise deal with (A) accounts, accounts
receivable, other receivables, contract rights, chattel paper, instruments,
documents, notes and other indebtedness (collectively, "Receivables")
arising out of agricultural, construction, forestry, commercial, and
consumer equipment retail loan and installment sales contracts, wholesale
installment sale and loan contracts, revolving charge accounts, and credit
card accounts and (B) any interest in the agricultural, construction,
forestry, commercial, and consumer equipment, products, and accounts, if
any, relating to sales which gave rise to Receivables, other security
interests or liens and property subject thereto from time to time
purporting to secure payment of Receivables, and guarantees, insurance and
other agreements or arrangements of whatever character from time to time
supporting or securing payment of Receivables, whether pursuant to a
contract related to Receivables or otherwise (collectively, "Related
Security"); (iii) to sell and assign Receivables and issue evidences of
ownership or assignment in respect thereof, and to secure the obligations
of the corporation in connection with such sales, assignments and
ownership, with (and pledge and grant liens on and security interests in)
Receivables and Related Security acquired from time to time by the
corporation and by other assets and properties which the corporation owns
from time to time or in which it otherwise has a right, title or interest;
(iv) to invest cash balances on an interim basis in certain short-term
investments; (v) to execute, deliver and perform agreements evidencing,
necessitated by or in connection with any and all of the foregoing or any
and all of the activities and powers referred to in clause (vi) below; and
(vi) to engage in activities incidental to and necessary to accomplish the
foregoing.
FOURTH. The total number of shares of stock which the corporation shall
have authority to issue is 1,000 all of which shall be voting common stock $1
par value.
FIFTH. The name and mailing address of the incorporator is as follows:
Name Mailing Address
---- ---------------
A. Paul Wilczynski Deere Administrative Center
John Deere Road
Moline, Illinois 61265
SIXTH: The corporation is to have perpetual existence.
SEVENTH: (1) The business and affairs of the corporation shall be managed
by or under the direction of the Board of Directors.
(2) Except as otherwise provided herein, the directors shall have
concurrent power with the stockholders to make, alter, amend, change, add
to or repeal the Bylaws of the corporation.
(3) The number of directors of the corporation shall be as from time
to time fixed by, or in the manner provided in, the Bylaws of the
corporation. Election of directors need not be by written ballot unless the
Bylaws so provide. The corporation shall, at all times, have at least two
directors ("Independent Directors") and two officers ("Independent
Officers") each of whom is not (i) an officer, director, employee or
affiliate of the corporation or a supplier or direct customer of the
corporation or any of its affiliates; (ii) a person related to any officer
or director of any affiliate; (iii) a holder (directly or indirectly) of
more than 5% of any voting securities of any affiliate of the corporation;
(iv) a person related to a holder (directly or indirectly) of more than 5%
of any voting securities of any affiliate of the corporation; (v) a holder
(directly or indirectly) of any securities of the corporation; (vi) a
person related to a holder (directly or indirectly) of any securities of
the corporation; or (vii) a person who has served as a trustee in
bankruptcy for any affiliate of the corporation. In the event of the death,
incapacity, resignation or removal of one or more Independent Directors
and/or one or more Independent Officers, the Board of Directors shall
promptly appoint the same number of successor Independent Directors and/or
Independent Officers, as the case may be; provided, however, that the Board
of Directors shall not vote any matter unless and until at least two
Independent Directors have been duly appointed to serve on the Board. Any
person serving as an Independent Director may also serve as an Independent
Officer.
(4) To the fullest extent permitted by applicable law, including the
General Corporation Law of the State of Nevada, as in effect from time to
time, the Independent Director's fiduciary duty in respect of any decision
on any matter referred to in the Eleventh Article shall be to the
corporation (including its creditors) rather than to the corporation's
stockholders.
(5) In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be
exercised or done by the corporation, subject nevertheless, to the
provisions of the General Corporation Law of the State of Nevada (the
"GCL"), this Certificate of Incorporation and any Bylaws adopted by the
stockholders; provided, however, that no Bylaws hereafter adopted by the
stockholders shall invalidate any prior act of the directors which would
have been valid if such Bylaws had not been adopted.
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(6) The corporation's funds and other assets will not be commingled
with those of any direct or ultimate parent of the corporation or any
affiliate of any such parent.
(7) The corporation will maintain separate corporate records and books
of account from those of any direct or ultimate parent of the corporation
and will account for and manage all of its liabilities separately from
those of any direct or ultimate parent of the corporation or any affiliate
of any such parent, including payment by the corporation of all payroll and
other administrative expenses and taxes from its own assets.
(8) The corporation will maintain its own separate telephone number,
invoices and letterhead.
(9) The names and business addresses of the first Board of Directors,
which shall be five in number, are as follows:
Name Address
---- -------
F. S. Cottrell Deere Administration Center
John Deere Road
Moline, IL 61265
J. W. England Deere Administration Center
John Deere Road
Moline, IL 61265
Paul E. Gipson Gipson & Associates
Suite 3630
200 West Madison
Chicago, IL 60606
P. E. Leroy Deere Administration Center
John Deere Road
Moline, IL 61265
E. L. Schotanus Deere Administration Center
John Deere Road
Moline, IL 61265
EIGHTH. A director of the corporation shall not in the absence of fraud be
disqualified by his office from dealing or contracting with the corporation
either as a vendor, purchaser or otherwise, nor in the absence of fraud shall a
director of the corporation be liable to account to the corporation for any
profit realized by him from or through any transaction or contract of the
corporation by reason of the fact that he, or any firm of which he is a member,
or any corporation of which he is an officer, director or stockholder, was
interested in such transaction or contract if such transaction or contract has
been authorized, approved or ratified in the manner provided in the General
Corporation Law of Nevada for authorization, approval or ratification of
transactions or
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contracts between the corporation and one or more of its directors or officers,
or between the corporation and any other corporation, partnership, association,
or other organization in which one or more if its directors or officers are
directors or officers, or have a financial interest.
NINTH. 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 Nevada 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 the GCL or on the application of trustees in dissolution or of
any receiver or receivers appointed for this corporation under the provisions of
the GCL, order a meeting of the creditors or class of creditors, and/or of the
stockholders class of stockholders of this corporation, as the case may be, to
be summoned in such manner as the 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 arrangement and to any reorganization of
this corporation as a 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.
TENTH. No director shall be personally liable to the corporation or any of
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 knowing violation of
law, (iii) pursuant to Section 300 of Title 78 of the GCL or (iv) for any
transaction from which the director derived an improper personal benefit. Any
repeal or modification of this Article TENTH by the stockholders of the
corporation shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification with respect
to acts or omissions occurring prior to such repeal or modifications.
ELEVENTH. Without (A) the unanimous vote of the entire Board of Directors
and (B) the affirmative vote of a majority of the stockholders of the
corporation entitled to vote theron at a special meeting of stockholders of the
corporation, the corporation shall not take any corporate action in connection
with (i) any deletion, amendment, supplement or other modification with respect
to this Certificate of Incorporation; (ii) any amendment, supplement or other
modification with respect to Article III Section 3, Article III Section 10,
Article IV Section 4, Article IV Section 5 and Article VII Section 2 of the
By-Laws of the corporation; (iii) the institution of any proceeding by or
against the corporation seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee, or other
similar official for it or for any substantial part of its property, or seeking
any assignment for the benefit of the corporation's creditors, or any admission
by the corporation in writing of its inability to pay its debts generally as
they become due or any corporation action in furtherance of any of the
foregoing; (iv) any increase, reduction or reclassification of capital stock of,
or any reduction in the capital of, the corporation, or any issuance of
additional shares of capital stock of the corporation; (v) the conducting by the
corporation of any business or activity not permitted by the Third Article of
this Certificate of Incorporation; (vi) any conveyance, sale, transfer, lease or
other disposition of (whether in one transaction or in a series of transaction)
all, or substantially all, of the assets of the corporation (whether now owned
or hereafter acquired) to, or the purchase, lease or other
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acquisition of all or substantially all of the assets (except for purchases,
conveyances, sales, transfers, leases and other acquisitions or dispositions of
Receivables, Related Security and proceeds thereof in the ordinary course of the
corporation's business in accordance with the Third Article of this Certificate
of Incorporation); or (vii) any whole or partial liquidation, winding up or
dissolution of the corporation.
Notwithstanding any other provision of this Certificate of Incorporation or
any provision of law that otherwise so empowers the corporation, the corporation
will not take any corporate action in connection with (a) any merger of the
corporation into, or consolidation or amalgamation of the corporation with, any
other person or entity or (b) any merger of any other person or entity into the
Corporation unless all the following conditions are satisfied:
(1) the corporation formed by such consolidation, amalgamation or
merger (i) shall be a corporation organized and existing under the laws of
the United States of America, any state thereof or the District of
Columbia, (ii) shall have a certificate of incorporation containing
provisions identical to the provisions of the Third Article of this
Certificate of Incorporation, and (iii) shall expressly assume the due and
punctual payment and performance of all obligations of the corporation in
connection with all indebtedness of the corporation.
(2) immediately after giving effect to such transaction, no default or
event of default shall have happened and be continuing under any agreement
to which the corporation is a party; and
(3) such action shall be authorized by (i) the affirmative vote of a
majority of the stockholders of the corporation entitled to vote thereon
and (ii) the unanimous vote of the entire Board of Directors.
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. Meetings of stockholders and directors may be held outside the
State of Nevada, if the Bylaws so provide. The books and records of the
corporation may be kept (subject ot provisions contained in the statutes)
outside the State of Nevada.
FOURTEENTH. Each person who is or was a director or officer of the
corporation, and each person who serves or served at the request of the
corporation as a director or officer (or equivalent) of another enterprise,
shall be indemnified by the corporation to the fullest extent authorized by the
General Corporation Law of Nevada as it may be in effect from time to time,
except as to any action, suit or proceeding brought by or on behalf of a
director or officer without prior approval of the Board of Directors.
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