EXHIBIT 3.i.(m)
CERTIFICATE OF CORRECTION
TO CERTIFICATE OF INCORATION
OF
TERRA METHANOL, INC.
* * * * *
Adopted in accordance with the provisions
of (S)103(f) of the General Corporation Law
of the State of Delaware
* * * * *
Thaddine G. Gomez, being the sole incorporator of Terra Methanol, Inc., a
corporation duly organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY
CERTIFY as follows:
FIRST: The name of the corporation is Terra Methanol, Inc. (the
"Corporation")
SECOND: The Corporation has not received payment for any of its stock. The
directors of the Corporation were not named in the Certificate of Incorporation
and to date have not been elected.
THIRD: The Certificate of Incorporation of the corporation which was filed
with the Secretary of State of Delaware on December 19, 1994 is hereby
corrected.
FOURTH: The defect to be corrected in the Certificate of Incorporation is
as follows:
ARTICLE ONE
The name of the corporation is Terra Methanol, Inc.
FIFTH: The portion of the Certificate of Incorporation in corrected form is
as follows:
ARTICLE ONE
The name of the corporation is Terra Methanol Corporation.
IN WITNESS WHEREOF, the undersigned does hereby certify under penalties of
perjury that this Certificate of Correction to the Certificate of Incorporation
is the act and deed of the undersigned and the facts stated herein are true and
accordingly has hereunto set her hand this 28th day of December, 1994.
Terra Methanol, Inc.,
a Delaware corporation
By: /s/ Thaddine G. Gomez
--------------------------
Thaddine G. Gomez
Sole Incorporator
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CERTIFICATE OF INCORPORATION
OF
TERRA METHANOL, INC.
ARTICLE ONE
The name of the corporation is Terra Methanol, Inc.
ARTICLE TWO
The address of the corporation's registered office in the State of Delaware
is 32 Loockerman Square, Suite L-100, in the City of Dover, County of Kent
19904. The name of its registered agent at such address is The Prentice-Hall
Corporation System, Inc.
ARTICLE THREE
The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
ARTICLE FOUR
The total number of shares of stock which the corporation has authority to
issue is one thousand (1,000) shares of Common Stock, par value one cent ($0,01)
per share.
ARTICLE FIVE
The name and mailing address of the sole incorporator are as follows:
NAME MAILING ADDRESS
---- ---------------
Thaddine G. Gomez 200 East Randolph Drive
Suite 5700
Chicago, Illinois 60601
ARTICLE SIX
The corporation is to have perpetual existence.
ARTICLE SEVEN
In furtherance and not in limitation of the powers conferred by statue, the
board of directors of the corporation is expressly authorized to make, alter or
repeal the by-laws of the corporation.
ARTICLE EIGHT
Meetings of stockholder may be held within or without the State of
Delaware, as the by-laws of the corporation may provide. The books of the
corporation may be kept outside the State of Delaware at such place or places as
may be designated from time to time by the board of directors or in the by-laws
of the corporation. Election of directors need not be by written ballot unless
the by-laws of the corporation so provide.
ARTICLE NINE
To the fullest extent permitted by the General Corporation Law of the State
of Delaware as the same exists or may hereafter be amended, a director of this
corporation shall not be liable to the corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director. Any repeal or
modification of this ARTICLE NINE shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
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ARTICLE TEN
The corporation expressly elects not to be governed by (S)203 of the
General Corporation Law of the State of Delaware.
ARTICLE ELEVEN
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 herein and by the laws of the State of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts stated herein are true, and
accordingly have hereunto set my hand on the 19th day of December, 1994.
/s/ Thaddine G. Gomez
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Thaddine G. Gomez
Sole Incorporator
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