EXHIBIT 3.13
1
ARTICLES
OF
CNH DEUTSCHLAND GMBH
Section 1
COMPANY AND REGISTERED OFFICES
1. The trading name of the Company:
CNH DEUTSCHLAND GMBH.
2. Registered offices of the Company are in Heilbronn am Neckar.
Section 2
PURPOSE OF THE COMPANY
1. Purposes of the Company are:
A) Distribution of tractors, equipment, agricultural machinery and building
machinery, corresponding parts, components, accessories and spare parts,
also services through the establishment and operation of workshops.
B) The Company may carry out all businesses and measures including
disposition of mobile and fixed assets which are or may be in any way
either directly or indirectly connected with the purposes of the Company
in accordance with paragraph 1 hereof.
2. The Company is entitled:
A) to acquire companies having the same purposes either inland or abroad, to
take up shares in such companies or to carry on their business;
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B) to participate in joint ventures;
C) to establish subsidiary companies inland and abroad and to take part in
any civil law partnerships both inland and abroad;
D) to incorporate or acquire undertakings of all types both inland and
abroad, to take shares in them or to sell them;
E) to carry on business for the account of third parties;
F) to commission the carrying out of services;
G) to take over accounts receivable accounting, monitoring accounts
receivable, sales to authorised distributors and end-users, carrying out
credit checks on behalf of authorised distributors and ensuring the
creditworthiness of authorised distributors in addition to associated
measures, as well as the preparation of all necessary steps for collection
of outstandings with the exception of those requiring agreement in
accordance with legislation governing the misuse of legal advice. Recovery
of banking transactions subject to authorisation is excluded.
Section 3
NOMINAL CAPITAL
2. Nominal share capital is
18,457,650.00 EURO
(eighteen million four hundred and fifty-seven thousand
six hundred and fifty euro).
The share capital is fully subscribed.
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Section 4
TERM OF THE COMPANY, ACCOUNTING YEAR
1. The term of the Company is unlimited in time.
2. The accounting year is the calendar year.
Section 5
MANAGEMENT AND REPRESENTATION
1. The Company has one or more directors. If only one director is appointed,
he/she alone shall represent the Company. If two or more directors are
appointed, the Company shall be represented by two directors in concert,
or by one director jointly with one authorised signatory.
2. The appointment and dismissal of directors is the responsibility of the
shareholders' meeting, if there is no supervisory board.
3. Authority for the directors to carry on the Company's business applies to
all the normal business carried out in the sector; for all other business,
the authority of the supervisory board is necessary.
This authority is in particular necessary for all important legal business
and legal actions which in their type, amount and scope of risk extend
beyond those usual in the Company's normal business.
Such business transactions include in particular:
A) acquisition, disposal and encumbrance of plots of land leasehold and
similar rights,
B) the establishment and discontinuance of subsidiary businesses,
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C) acquisition, disposal and encumbrance of and the alteration of
participating interests,
D) entering into rent and leasing agreements,
E) entering into loan liabilities, suretyships and standing guarantees,
F) bill business as drawee,
G) granting and revocation of powers as authorised signatory and
representation,
H) entering into liabilities,
I) entering into legal actions, with the exception of conventional
actions for recovery of debts,
J) conclusion of contracts of employment at an annual gross salary in
excess of the limit laid down by the supervisory board,
K) conclusion of contracts with shareholders, their spouses or
descendants,
L) pension commitment.
The transactions listed above always require authorisation in written
form, which must be given in advance.
4. Notwithstanding the provisions under figure 3 the director is always bound
by the instructions of the shareholders' meeting and, if there is one, to
those of the supervisory board.
5. If there is no supervisory board, the transactions listed under figure 4
require the authorisation of the shareholders' meeting.
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Section 6
SHAREHOLDERS' MEETING, SHAREHOLDERS' RESOLUTION
1. Shareholders' resolutions are to be drawn up on a regular basis in a
shareholders' meeting. This must take place annually after presentation of
the annual accounts and within a period of two months or otherwise at any
time at a shareholder's request. Calling the meeting must be carried out
by a shareholder in writing with an agenda at two weeks' notice. Day of
posting and day of the meeting are disregarded for this purpose. With the
agreement of all shareholders, the shareholders' meeting may also be
convened in another manner.
2. Each shareholder is entitled to take part in the meeting; he may be
represented by another shareholder or by a nominee under obligation of
confidentiality bearing a written power of attorney. Organs of this
Company are excluded from representing a shareholder.
3. The shareholders' meeting is to be chaired by the shareholder holding the
largest share in terms of capital.
If several shareholders have an identical shareholding, these shareholders
shall take charge of the shareholders' meeting in turn.
4. The shareholder in charge of the meeting shall have a record taken of the
minutes of the shareholders' meeting and the resolutions voted upon, which
is to be signed by him and distributed to the shareholders without delay.
5. Resolutions may be submitted on all matters and are decided on the basis
of a simple majority, unless legislation prescribes another majority.
Voting is carried out on the basis of shareholding, whereby each share of
50 euro entitles the holder to one vote.
6. Resolutions of the shareholders' meeting are not permitted to interfere
with the independence and freedom of the directors to act in accordance
with their duty.
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7. A shareholders' meeting shall be deemed to possess a quorum when convened
in good time and under publication of the agenda, and at least 70% of all
votes are represented at the shareholders' meeting. If less than 70% of
all votes are represented, another shareholders' meeting is to be convened
in accordance with paragraph 1. This shareholders' meeting shall be deemed
as constituting a quorum regardless of the amount of capital represented.
If the shareholders' meeting is not properly convened, resolutions may
only be put when all shareholders are present or represented and there is
no dispute over the adoption of a resolution.
Section 7
SUPERVISORY BOARD
1. The shareholders' meeting is entitled to appoint a supervisory board. It
shall be composed of at least three members, elected by the shareholders'
meeting to serve for a period of two years.
If a person elected to serve on the supervisory board declines, or if a
member of the board leaves before expiry of his term of office, a further
election is to be carried out in accordance with the legal requirements.
The term of office for the substitute member shall expire at the latest
with expiry of the term of office of the member replaced.
2. The supervisory board shall appoint from within its membership a chairman
and a deputy.
3. The chairman of the supervisory board must convene the supervisory board
as required, with notification of the agenda.
4. The supervisory board shall constitute a quorum when at least half of its
members take part in the voting on resolutions.
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The chairman of the supervisory board must manage its activities and sign
the record thereof. Voting is on the basis of a simple majority. Where
votes are tied, an application is deemed to be declined.
5. The supervisory board may also deal with resolutions in written circular
form.
6. If there is a supervisory board, it is entitled and has a duty
A) to appoint and discharge the management,
B) to conclude contracts of employment with the directors,
C) to appoint and discharge the chairman of the executive board,
D) to monitor the board and keep a check on their activities,
E) to make decisions in respect of business activities requiring
authorisation as listed in section 5 paragraph 3,
F) in addition at its discretion to give instructions to management,
G) to grant sole representation authority to directors,
H) to appoint or discharge a chairman of the executive board.**
The supervisory board may call on the services of a specialist third
party.
The above functions are the responsibility of the shareholders'
meeting if there is no supervisory board.
7. The members of the supervisory board shall receive payment as laid down in
each case by the shareholders' meeting. In addition, expenses and
allowances are to reimbursed to the members of the supervisory board. If
the inclusive allowances exceed those amounts permitted under tax
legislation, individual receipts shall be required.
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Members of the supervisory board who are employed by a FIAT company,
receive no payment A FIAT company is defined as a company in which a
company belonging to the FIAT concern holds a share of more than 50%.
Where, notwithstanding this provision, a payment has been made, the
payment must be reimbursed without reminder.
This does not apply to members of the supervisory board who have been
elected in accordance with the co-determination legislation as workers'
representatives.
8. The members of the supervisory board are entitled to a vote of formal
approval.
Section 8
ANNUAL ACCOUNTS, APPROPRIATION OF PROFITS
Legal regulations apply for the annual accounts and appropriation of profits.
The shareholders' meeting is responsible for deciding on appropriation of
profits in accordance with its discretion.
Section 9
ASSIGNMENT OF SHAREHOLDINGS
The assignment of shareholdings or of parts thereof requires the agreement of
the shareholders' meeting.
Section 10
ENCUMBRANCE AND CHARGES ON SHAREHOLDINGS
1. No encumbrances or charges can be made either on shareholdings or on their
derivative rights.
2. Shareholders' claims against the Company, regardless of the legal basis,
cannot be transferred independently to a third party.
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Section 11
PUBLIC ANNOUNCEMENTS
Public announcements by the Company will appear in the Bundesanzeiger (Federal
Gazette).
Section 12
FINAL PROVISIONS
1. Where these Articles make no provisions, the legal regulations shall
apply.
2. Should any individual provision of these Articles prove to be unworkable,
this shall not in any way affect the validity of its remaining content.
In such an event, the invalid provision of these Articles is to be revised
or supplemented by resolution of the shareholders' meeting in such a way
that the original purpose of invalid provision is as far as possible
realised.
3. Location responsible for all disputes arising from these Articles is,
legislation permitting, exclusively the court with jurisdiction at the
Company's registered office.
CERTIFIED COPY
Heilbronn, April 13th, 2005
Office of the
Heilbronn Regional Court -
-Register Department -
Signed Baumann,
Justice Department official,
Registration officer.
Official seal of
the
Heilbronn
Regional Court