Exhibit 3.i.(l)
CERTIFICATE OF INCORPORATION
OF
TERRA CHEMICALS INTERNATIONAL, INC.
Dated: July 13, 1964
CERTIFICATE OF INCORPORATION
of
TERRA CHEMICALS INTERNATIONAL, INC.
___________________
We, the undersigned, in order to form a corporation for the purposes
hereinafter stated, pursuant to the provisions of Chapter 1 of Title 8 of the
Delaware Code of 1953, do hereby certify as follows:
FIRST: The name of the proposed corporation is
TERRA CHEMICALS INTERNATIONAL, INC. (hereinafter called "the
Corporation").
SECOND: The location of the principal office of the Corporation in
the State of Delaware is to be No. 129 South State Street, in the City of Dover,
County of Kent. The name of the resident agent of the Corporation in said State
is United States Corporation Company, the address of which is No. 129 South
State Street, in said City.
THIRD: The nature of the business and the objects and purposes for
which it is formed are, to the extent permitted by law and except as otherwise
specifically provided in this Certificate of Incorporation, to do any and all of
the things hereinafter set forth to the same extent as natural
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persons might or could do in any part of the world, namely:
1. To engage generally in the business of manufacturing, producing,
mining, smelting, buying, selling, distributing, importing, exporting and
trading and dealing in and with any and all kinds of chemicals and fertilizers
of every nature and description and any and all ingredients, compounds,
derivatives and by-products thereof and any and all materials, goods,
merchandise and products incidental thereto or used in connection therewith.
2. To purchase, lease, option or otherwise acquire, to own, hold,
use, operate, mine, exploit, manage, repair, maintain, control, to sell, assign,
transfer, convey, exchange, lease or otherwise dispose of, to mortgage or
otherwise encumber, real property whether improved or unimproved, including
mineral lands, or structures, buildings or other improvements thereon or
therein, or leaseholds or any other interest or right, whether legal or
equitable, therein, and to construct, improve, alter or remove, structures,
buildings or other improvements upon real property.
3. To make, purchase, lease, option or otherwise acquire, to own,
hold, use, operate, repair, maintain, process, import, export, to sell, assign,
transfer, exchange, lease or otherwise dispose of, to mortgage, pledge or
otherwise encumber or in any manner to exploit, turn to account, trade or
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deal in or with, personal property, whether tangible or intangible, or any
interest or right, whether legal or equitable, therein.
4. To make, create, apply for, purchase, lease or otherwise acquire,
to hold, own, register, use, operate, to sell, assign, license, lease, transfer,
exchange or otherwise dispose of, to mortgage, pledge or otherwise encumber, to
acquire or grant licenses with respect to, or in any manner to exploit, turn to
account, trade or deal in or with, copyrights, trademarks, designs, inventions,
discoveries, improvements, developments, processes, formulae, patents,
tradenames, labels, prints or any interest or right, whether legal or equitable,
therein; and to engage in research, experimental, laboratory and other
developmental activities.
5. To borrow money or contract debts and to mortgage, pledge,
convey, assign in trust or otherwise encumber or dispose of, the property, good
will, franchises or other assets of the Corporation, including contract rights
and including after-acquired property.
6. To lend money, with or without security; provided, that the
Corporation shall not have the power to engage in the business of banking.
9. To issue, reissue, sell, assign, negotiate or
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otherwise dispose of, to purchase or otherwise acquire, to deal in or with, or
to cancel, stocks, bonds, debentures, warrants, rights, scrip, notes, evidences
of indebtedness or other securities or obligations of the Corporation of any
kind, whether secured or unsecured.
8. To acquire, invest in, or otherwise become interested in, whether by
subscription, purchase, underwriting, loan, participation in syndicates or
otherwise, to own, hold, sell, assign, or otherwise dispose of, or in any manner
to deal in or with, stocks, bonds, debentures, warrants, rights, scrip, notes,
evidences of indebtedness or other securities or obligations of any kind by
whomsoever issued; to exercise in respect thereof all powers and privileges of
individual ownership or interest therein, including the right to vote thereon
for any and all purposes, to consent or otherwise act with respect thereto,
without limitation; and to issue in exchange therefor the Corporation's stock,
bonds, debentures, warrants, rights, scrip, notes, evidences of indebtedness or
other securities or obligations of any kind.
9. To guarantee or assume liability for the payment of the principal
of, or dividends or interest on, or sinking fund payments in respect to, stocks,
bonds, debentures, warrants, rights, scrip, notes, evidences of indebtedness or
other securities or obligations of any kind by whomsoever issued; and to
guarantee or assume liability for the performance of any other contract or
obligation, made or issued by
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any domestic or foreign corporation, partnership, association, trustee, group,
individual or entity.
10. To acquire in whole or in part the good will, property, business
or assets of any domestic or foreign corporation, partnership, association,
trustee, group, individual or entity.
11. To enter into any joint venture, arrangement for sharing of
profits, union of interest, reciprocal concession or cooperation with any
domestic or foreign corporation, partnership, association, trustee, group,
individual or entity.
12. To form or cause to be formed under the laws of any state or
country, to control or in any manner participate in the management of, to
reorganize, merge, consolidate, to liquidate or dissolve any corporation,
association or organization of any kind.
13. To engage in and carry on any business which is similar or
related to any business herein set forth, or which is capable of being
conveniently carried on in connection with any such business or which may
directly or indirectly protect or enhance the value of any of the rights or
property of the Corporation.
14. To engage in any branch of the activities
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authorized in this Certificate of Incorporation, including, where applicable,
manufacturing, wholesaling, retailing or distributing, whether as principal,
agent, contractor or otherwise.
15. To do everything necessary, suitable or proper for the
accomplishment, attainment or furtherance of, to do every other act or thing
incidental to, appurtenant to, growing out of or connected with, the purposes,
objects and powers set forth in this Certificate of Incorporation, whether alone
or in association with others, to possess all the rights, powers and privileges
now or hereafter conferred by the laws of the State of Delaware upon a
corporation organized under such laws; and, in general, to carry on any of the
activities and to do any of the things herein set forth to the same extent and
as fully as a natural person or partnership might or could do; provided, that
nothing herein set forth shall be construed as authorizing the Corporation to
possess any purpose, object or power, or to do any act or thing forbidden by law
to a corporation organized under Chapter 1 of Title 8 of the Delaware Code of
1953.
The foregoing provisions of this Article THIRD shall be construed as
purposes, objects and powers, and each as an independent purpose, object and
power, in furtherance, and not in limitation, of the purposes, objects and
powers granted to the Corporation by the laws of the State of Delaware; and,
except as otherwise specifically provided in
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any such provision, no purpose, object or power herein set forth shall be in any
way limited or restricted by reference to, or inference from, any other
provision of this Certificate of Incorporation.
FOURTH: The total number of shares that the Corporation shall have
authority to issue is ten thousand (10,000) shares of Common Stock, par value
One Dollar ($1.00) per share.
FIFTH: The minimum amount of capital with which the Corporation shall
commence business shall be One Thousand Dollars ($1,000).
No holder of stock of any class of the Corporation, whether now or
hereafter authrorized, shall have any preemptive or preferential or other rights
to subscribe for or purchase any shares of capital stock of any class or series,
whether now or hereafter authorized, or any bonds, debentures, or other
evidences of indebtedness, whether or not convertible into or exchangeable for
capital stock, but shares of stock of any class, or bonds, debentures, or other
evidences of indebtedness may be issued, sold or otherwise disposed of by the
Corporation on such terms and conditions, and for such consideration, so far as
may be permitted by law, and to such person or persons as the Board of Directors
may, in its sole discretion, determine.
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SIXTH: The names and places of residence of each of the
incorporators are as follows:
Name Places of Residence
---- -------------------
David C. Brodhead 3 Riverside Drive
New York, New York
Neale M. Albert 8 Nassau Road
Yonkers, New York
Martin D. Payson 225 Sterling Place
Brooklyn, New York
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 whatsoever.
NINTH: The following provisions are inserted for the management of
the business and the conduct of the affairs of the Corporation, and it is
expressly provided that the same are intended to be in furtherance and not in
limitation or exclusion of the powers conferred by law:
1. The stockholders and the Board of Directors of the
Corporation shall each have power to hold their meetings, to have an office or
offices, and to keep the books of the Corporation, subject to the provisions of
the laws of the State of Delaware, outside of said State at such place or places
as may be duly designated in accordance with the By-laws.
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2. The number of directors of the Corporation shall be
determined, and may be changed from time to time, in the manner provided by the
By-laws, but shall not be less than three (3). Except as otherwise provided in
this Certificate of Incorporation or the By-laws, a majority of the directors
in office at the time of a duly assembled meeting shall be necessary to
constitute a quorum for the transaction of business, and the act of a majority
of the directors present at such meeting shall be the act of the Board of
Directors; provided, that the By-laws shall not fix the number of directors
necessary to constitute a quorum at a number less than one-third of the total
number of directors, nor fewer than two (2) directors. Directors may be removed,
and vacancies in the Board of Directors may be filled, in the manner provided in
the By-laws. The method of election of directors shall be as provided in the
By-laws, and unless otherwise provided therein, need not be by ballot. Directors
need not be stockholders.
3. All corporate powers, including but not limited to the
mortgaging, hypothecation and pledge of the whole or any part of the corporate
property (including after-acquired property) and the purchase, acquisition and
lease of any property, real or personal, within or without the State of
Delaware, may be exercised by the Board of Directors, without the assent of or
other action by the stockholders, except as otherwise provided by law or by this
Certificate of
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Incorporation. The Board of Directors shall also have power, with the consent in
writing, or upon the affirmative vote given at a meeting called for the purpose
of the holders of a majority in voting power of the issued and outstanding stock
then entitled to vote thereon, to sell, lease or exchange all of the property
and assets of the Corporation, including its good will and corporate franchises,
for such consideration and upon such terms and conditions as the Board of
Directors shall deem expedient and in the best interest of the Corporation.
4. The Board of Directors shall have power from time to time to
fix and determine and vary the amount of the working capital of the Corporation;
subject to the provisions of this Certificate of Incorporation, to direct and
determine the use and disposition of any net profits or surplus from whatever
source arising; to create or abolish a reserve or reserves for any proper
purpose; and in its discretion, but only to the extent permitted by law and by
this Certificate of Incorporation, to use and apply any such profits or surplus
in purchasing or acquiring bonds or other obligations of the Corporation or
shares of the capital stock of the Corporation, to such extent and in such
manner and on such terms and conditions as the Board of Directors shall deem
expedient, and any shares of such capital stock so purchased or acquired may be
resold, at the discretion of the Board of Directors, for such consideration and
upon such terms
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and conditions as the Board of Directors may determine.
5. To the extent permitted by law, and except as otherwise provided
in this Certificate of Incorporation, the Board of Directors shall have absolute
discretion as to the declaration, amount and nature of dividends, and may invest
and reinvest the funds of the Corporation to such extent and in such manner as
in its absolute discretion it may deem advisable.
6. The By-laws may confer upon the Board of Directors powers in
addition to the foregoing and in addition to the powers and authorities
expressly conferred upon them by law, but only to the extent permitted by law
and by the provisions of this Certificate of Incorporation.
7. Except as otherwise provided in the By-laws, the Board of
Directors may from time to time, by resolution or resolutions adopted by a
majority of the directors then in office, designate an Executive Committee
consisting of three or more directors, which Executive Committee shall have and
may exercise, to the extent provided in such resolution or resolutions or in the
By-laws, and to the extent permitted by law, the powers of the Board of
Directors in the management of the business and affairs of the Corporation; and
such other committees, consisting of such number of directors and having such
powers, as shall be provided in such resolution or resolutions or in the
By-laws.
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8. Except as otherwise provided by law, at any meeting of stockholders a
majority in voting power of the outstanding shares of stock entitled to vote at
such meeting, present in person or represented by proxy, shall be necessary and
sufficient to constitute a quorum for the transaction of business.
9. Except as otherwise provided by law, or by this Certificate of
Incorporation, any action authorized by the affirmative vote of the holders of a
majority in voting power of the shares of stock entitled to vote, represented at
a meeting of stockholders at which a quorum is present, shall constitute action
by the stockholders.
10. By-laws may be made in the first instance by the incorporators.
Thereafter, except as otherwise provided in a By-law made by the incorporators
or by the stockholders, the Board of Directors may from time to time make, amend
or repeal By-laws; provided, that any By-laws made, amended or repealed by the
Board of Directors may be amended or repealed, and new By-laws may be made, by
the stockholders entitled to vote.
11. The fact of membership on the Board of Directors shall not disqualify
any director from rendering unusual or special services to the Corporation, or
any director who may be an officer, agent or employee of the
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Corporation and who may, as such officer, agent or employee, render services to
the Corporation otherwise than in his capcacity as a director, from receiving
compensation appropriate to the value of such services, and the Board of
Directors may, in its discretion, cause such compensation to be paid.
12. In the absence of actual fraud, no contract or other transaction
of the Corporation, or in which the Corporation is interested, shall be in any
way affected by the fact that any of the directors or officers of the
Corporation is in any way interested in or connected with, such contract or
transaction, as a party thereto or otherwise, or any other party to such
contract or transaction; and any such director or officer, and each and every
person who may become a director or an officer of the Corporation, is hereby
released from any liability that might otherwise result from contracting with
the Corporation for the benefit of himself or of any other party in or with
which he may be in any way interested or connected. Any and all directors of the
Corporation who are so interested in, or so connected with, such other party or
such contract or transaction, may be counted in determining the presence of a
quorum at any meeting of the Board of Directors which shall authorize or ratify
any such contract or transaction, and may vote to authorize or ratify any such
contract or transaction, with like force and effect as if they were not so or
interested or connected. No ratification by stockholders of any such contract or
transaction shall be necessary to the validity thereof.
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13. If any of the incorporators or the stockholders entitled to vote
adopt any provision of By-laws, or if two or more subscribers to stock or
stockholders enter into any agreement, abridging, limiting or restricting the
rights of any one or more stockholders to sell, assign, transfer, mortgage,
pledge, hypothecate, or transfer on the books of the Corporation, any or all of
the stock of the Corporation held by any stockholder, or requiring any one or
more stockholders first to offer any or all of the stock of the Corporation held
by such stockholder for sale to other stockholders or persons or to the
Corporation, under rules and regulations established in such By-laws or pursuant
to such agreement, then all certificates of stock subject to such abridgement,
limitations, or restrictions shall have a reference thereto endorsed thereon,
and a copy of such agreement, if any, shall be filed at the office of the
Corporation, and such stock shall not thereafter be transferred on the books of
the Corporation except in accordance with the terms and provisions of any such
By-laws or agreement, as the case may be.
14. The Corporation, acting through the Board of Directors, without
action by the stockholders, may at any time or from time to time, and for such
consideration, and upon such terms and conditions, as the Board deems proper,
grant to any one or more persons, firms or corporations, rights or options to
run for any period of time, including an unlimited period of time, to subscribe
for or purchase from the Corporation
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any shares of its stock of any class or classes (but at not less than the par
value in the case of shares having a par value, or at the consideration
determined by the Board of Directors in accordance with the General Corporation
Law of the State of Delaware in the case of shares without par value) and/or to
create and issue warrants and other instruments representing said rights or
options in any form, all as the Board of Directors may, in its sole discretion,
determine.
TENTH: 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 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 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
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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 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.
ELEVENTH: The Corporation shall indemnify any and all of its directors
or officers or former directors or officers or any person who may have served at
its request as a director or officer of another corporation in which it owns
shares of capital stock or of which it is a creditor against expenses actually
and necessarily incurred by them in connection with the defense of any action,
suit or proceeding, civil or criminal, in which they, or any of them, are made
parties, or a party, by reason of being or having been directors or officers or
a director of officer of the Corporation, or of such other corporation, except
in relation to matters as to which any such director or officer or former
director or officer or person shall be adjudged in such action, suit or
proceeding, civil or criminal, to be liable for negligence or misconduct in the
performance of duty. Such indemnification shall not be deemed exclusive of any
other rights to which those hereby indemnified may be entitled, under any
By-law,
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agreement, vote of stockholders or otherwise.
TWELFTH: To the extent now or hereafter permitted by law, the
Corporation reserves the right to amend, alter, change, supplement or repeal any
provision of this Certificate of Incorporation, as from time to time amended,
altered, changed, supplemented or repealed, and all rights of stockholders,
directors and officers are subject to this express reservation.
IN WITNESS WHEREOF, we have hereunto set our hands and seals this 13th
day of July, 1964.
/s/ David C. Brodhead (L.S.)
-----------------------------
David C. Brodhead
/s/ Neale M. Albert (L.S.)
-----------------------------
Neale M. Albert
/s/ Martin D. Payson (L.S.)
-----------------------------
Martin D. Payson
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
BE IT REMEMBERED that on the 13th day of July, 1964, personally came
before me DAVID C. BRODHEAD, NEALE M. ALBERT and MARTIN D. PAYSON, all of the
parties to the foregoing Certificate of Incorporation, known to me personally to
be such, and severally acknowledged the said Certificate of Incorporation to be
the act and deed of signers, respectively, and that the facts therein stated are
truly set forth.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ Judith L. Kaplan
---------------------------------------
Notary Public
JUDITH L. KAPLAN
Notary Public, State of New York
No. 31-2032250
Qualified in New York County
Commission Expires March 30, 1965