Exhibit 3.7
CERTIFICATE OF INCORPORATION
OF
MARINE TRADING PACIFIC, INC.
FIRST. The name of this corporation is:
MARINE TRADING PACIFIC, INC.
SECOND. Its registered office in the State of Delaware is to be located
at 1105 North Market Street, in the City of Wilmington, County of New Castle,
and its registered agent is:
LSN/CSC, INC.
1105 North Market Street
WILMINGTON, DELAWARE
THIRD. The nature of the business and the objects and purposes to be
transacted, promoted and carried on are to do any or all of the things herein
mentioned as fully and to the same extent as natural persons might or could do,
and in any part of the world, viz:
To purchase or to take by fishing, harpooning, digging, dredging, diving
or otherwise, fish, whales, clams, oysters, lobsters, shrimps, crabs, scallops,
mollusks, crustacea, coral, shells, sponges, foods and substances of all kinds
from any of the salt or fresh waters of the world.
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
FOURTH. The total number of shares of stock which this corporation is
authorized to issue is:
Two Thousand (2,000) shares without par value.
FIFTH. The name and mailing address of each of the incorporator or
incorporators is as follows:
NAME MAILING ADDRESS
A. STIMER 1105 North Market Street
WILMINGTON, DELAWARE
B. OSTENDARP 1105 North Market Street
WILMINGTON, DELAWARE
C. HEAL 1105 North Market Street
WILMINGTON, DELAWARE
SIXTH. In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the board of directors is expressly
authorized:
To make, alter, amend and repeal the by-laws;
To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to alter or abolish
any such reserve; to authorize and cause to be executed mortgages and liens upon
the property and franchises of this corporation:
To designate, by resolution passed by a majority of the whole board, one or
more committees, each to consist of two or more directors, which committees, to
the extent provided in such resolution or in the by-laws of the corporation,
shall have and may exercise any or all of the powers of the board of directors
in the management of the business and affairs of this corporation and have power
to authorize the seal of this corporation to be affixed to all papers which may
require it;
From time to time to determine whether and to what extent and at what times
and places and under what conditions and regulations the books and accounts of
this corporation, or any of them other than the stock ledger, shall be open to
the inspection of the stockholders, and no stockholder shall have any right to
inspect any account or book or document of the corporation, except as conferred
by law or authorized by resolution of the directors or of the stockholders.
To sell, lease or exchange all of its property and assets, including its
good will and its corporate franchises, upon such terms and conditions and for
such consideration, which may be in whole or in part shares of stock in, and/or
other securities of, any other corporation or corporations, when and as
authorized by the affirmative vote of the holders of a majority of the stock
issued and outstanding having voting power given at a stockholders' meeting duly
called for that purpose, or when authorized by the written consent of the
holders of a majority of the voting stock issued and outstanding.
This corporation may in its by-laws confer powers additional to the
foregoing upon the directors, in addition to the powers and authorities
expressly conferred upon them by law.
SEVENTH. If the by-laws so provide, the stockholders and directors shall
have power to hold their meetings, to have an office or offices and to keep the
books of this corporation (subject to the provisions of the statute) outside of
the State of Delaware at such places as may from time to time be designated by
the by-laws or by resolution of the directors.
EIGHTH. This corporation reserves the right to amend, alter, change or
repeal any provisions contained in this certificate of incorporation in the
manner now or hereafter prescribed by law and all rights conferred on officers,
directors and stockholders herein are granted subject to this resolution.
WE, THE UNDERSIGNED, being all of the Incorporators, for the purpose of
forming a corporation, in pursuance of an Act of the Legislature of the State of
Delaware entitled "An Act Providing a General Corporation Law" (approved March
10, 1899) and the acts amendatory thereof and supplemental thereto, do make and
file this certificate of incorporation, hereby declaring and certifying that the
facts herein stated are true, and accordingly hereunto have set our respective
hands and seals this thirteenth day of February, 1976.
/s/ A. Stimer (SEAL)
------------------------
/s/ M. Ostendarp (SEAL)
------------------------
/s/ P. Heal (SEAL)
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-2-
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
MARINE TRADING PACIFIC, INC.
(Pursuant to Section 241 of the General Corporation Law of Delaware)
The undersigned, JOHN J. REAL and ROBERT W. HETZLER hereby do certify that
they are and during all of the time mentioned have been the Directors of MARINE
TRADING PACIFIC, INC., A Delaware Corporation, and further do hereby certify as
follows:
1. That at a special meeting of the Board of Directors held on Wednesday,
February 25, 1976, at 2:00 P.M., in the County of Los Angeles, State of
California, the said Board duly adopted the following resolution:
RESOLVED: That the Articles of Incorporation of MARINE TRADING
PACIFIC, INC., A Delaware Corporation, be and the same hereby are
amended by striking therefrom Paragraph 2 of Article 3 of said
Articles of Incorporation so that a new Article 3 is adopted to
read and the same are hereby amended so that the said Article
does read:
"THIRD. The nature of the business and the objects and purposes
to be transacted, promoted and carried on are to do any or all of
the things herein mentioned as fully and to the same extent as
natural persons might or could do, and in any part of the world,
viz:
To act as agents for domestic and foreign corporations and to
carry on and conduct the business of fishing boats, its gear,
equipment and supplies, the management and operation of cold
storages, the importing and exporting of marine products, various
fresh, canned, and/or frozen food items and such other business
as may be incidental thereto."
To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.
2. That it was not required to obtain the approval and consent of
shareholders because there had been no issuance of stock of said corporation to
any shareholders.
3. That the amendment adopted at the special meeting of the Board of
Directors is the same as that set forth in the above directors' resolutions.
IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Amendment of the Articles of Incorporation of MARINE TRADING PACIFIC, INC.,
this 27th Day of February, 1976.
/s/ John J. Real
---------------------------------
John J. Real
/s/ Robert W. Hetzler
---------------------------------
Robert W. Hetzler
VERIFICATION
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES)
On this 27th Day of February, 1976, before me, E. CARIBAY, a Notary Public
in and for said County and State, residing therein, duly commissioned and
sworn, personally appeared JOHN J. REAL and ROBERT W. HETZLER, known to me to
be the persons whose names are subscribed to the foregoing Certificate of
Amendment of Articles of Incorporation, and acknowledged to me that they
executed same.
WITNESS my hand and official seal.
/s/ ILLEGIBLE
-----------------------------
Notary Public in and for said
County and State
[NOTARY PUBLIC SEAL]