EXHIBIT 3.6
ARTICLES OF INCORPORATION
OF
CHS AMERICAS, INC.
ARTICLE I
The name of the corporation is CHS AMERICAS, INC. (the "Corporation").
ARTICLE II
The address of the principal office and the mailing address of the
Corporation is 2153 N.W. 86 Avenue, Miami, Florida 33122.
ARTICLE III
The capital stock authorized, the par value thereof, and the
characteristics of such stock shall be as follows:
NUMBER OF SHARES PAR VALUE CLASS OF
AUTHORIZED PER SHARE STOCK
---------- --------- -----
1,000 $ 0.01 Common
ARTICLE IV
The Corporation shall hold a special meeting of shareholders only:
(1) On call of the Board of Directors or persons authorized to do
so by the Corporation's Bylaws; or
(2) If the holders of not less than 50 percent of the shares
entitled to vote on any issue proposed to be considered at the
proposed special meeting sign, date, and deliver to the
Corporation's secretary one or more written demands for the
meeting describing the purpose or purposes for which it is to
be held.
ARTICLE V
The street address of the Corporation's initial registered office is
1201 Hays Street, City of Tallahassee, County of Leon, State of Florida 32301,
and the name of its initial registered agent at such office is Corporation
Service Company.
ARTICLE VI
The Board of Directors of the Corporation shall consist of at least one
director, with the exact number to be fixed from time to time in the manner
provided in the Corporation's Bylaws. The number of directors constituting the
initial Board of Directors is one (1), and the name and address of the member of
the initial Board of Directors, who will serve as the Corporation's director
until successors are duly elected and qualified is:
Claudio Osorio
2153 N.W. 86 Avenue
Miami, Florida 33122
ARTICLE VII
The name of the Incorporator is Daniel E. Reed and the address of the
Incorporator is 1221 Brickell Avenue, Suite 2200, Miami, Florida 33131.
ARTICLE VIII
This Corporation shall indemnify and shall advance expenses on behalf
of its officers and directors to the fullest extent not prohibited by law in
existence either now or hereafter.
IN WITNESS WHEREOF, the undersigned, being the Incorporator named
above, for the purpose of forming a corporation pursuant to the Florida Business
Corporation Act of the State of Florida has signed these Articles of
Incorporation this 15th day of October, 1997.
_______________________________
Daniel E. Reed
Incorporator
ACCEPTANCE OF APPOINTMENT OF REGISTERED AGENT
The undersigned, having been named the Registered Agent of CHS LATIN
AMERICA HOLDING CORP. accepts such designation and is familiar with, and
accepts, the obligations of such position, as provided in Florida Statutes
/section/607.0505.
Corporation Service Company
______________________________________
By: Karen Rozar, As Agent
Dated: October ____, 1997