EXHIBIT 3(i)
SAVANNAH FOODS & INDUSTRIES, INC.
CERTIFICATE OF INCORPORATION
With Amendments Adopted Through
May 24, 1990
CERTIFICATE OF INCORPORATION
OF
SAVANNAH FOODS & INDUSTRIES, INC.
(a Delaware Corporation)
FIRST: The name of the Corporation (hereinafter called the
"Company") is Savannah Foods & Industries, Inc.
SECOND: The registered office of the Company is to be
located at 1209 Orange Street, in the City of Wilmington, in the
County of New Castle, in the State of Delaware. The name of its
registered agent at that address is The Corporation Trust
Company.
THIRD: The purpose of the Company is to engage in any
lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
FOURTH:
(A) The total number of shares of Common Stock which the
Company is authorized to issue is sixty-four million
(64,000,000) and the par value of each such shares is
twenty-five cents ($.25), amounting in the aggregate to
sixteen million dollars ($16,000,000). The shares of
the Common Stock shall entitle the holder thereof to
one vote for each share upon all matters upon which
stockholders have the right to vote.
(B) The total number of shares of Preferred Stock which the
Company is authorized to issue is up to one million
(1,000,000) and the par value of each of such shares is
fifty cents ($.50), amounting in the aggregate to five
hundred thousand dollars ($500,000). The Board of
Directors of the Company shall have the right from time
to time to issue such shares in series, to fix the
redemption and liquidation value, dividend rate, issue
such shares in series, to fix the redemption and
liquidation value, dividend rate, voting rights,
conversion privilege, preferences, maturity dates and
other qualifications, limitations or restrictions, as
determined by the Board, without stockholder approval.
FIFTH: The names and addresses of each of the incorporators
are as follows:
Name Address
B.J. Consono . . . . . . . . . . .1209 Orange Street
Wilmington, Delaware
F.J. Obara, Jr. . . . . . . . . . 1209 Orange Street
Wilmington, Delaware
A.D. Grier. . . . . . . . . . . ..1209 Orange Street
Wilmington, Delaware
SIXTH: Except as otherwise provided herein, the Board of
Directors is expressly authorized:
(A) To adopt, amend, or repeal the By-laws of the Corporation,
provided however, that the Board of Directors shall have no
power to adopt, amend, or repeal Section 2 of Article III of
the By-laws of the Corporation without the approval of the
holders of 75% of the outstanding stock of the Corporation
entitled to vote thereon.
(B) To set apart out of the funds of the Corporation available
for dividends a reserve or reserves for any proper purpose
and to abolish any such reserve in the manner by which it
was created.
(C) (1) To effect and consummate:
(a) any merger or consolidation of the Corporation or
any subsidiary with or into any other corporation:
(b) any sale, lease, exchange, or other disposition of
all or substantially all of the assets of the
Corporation to or with any other person; or,
(c) any issuance or transfer by the Corporation or any
subsidiary of any voting securities of the
Corporation or any subsidiary to any other person
except for voting securities issued pursuant to
stock option, purchase, bonus, or other plans for
natural persons who are directors, employees,
consultants, and/or agents of the Corporation and
its subsidiaries;
when, and only when, authorized by the affirmative vote
of the holders of:
(i) at least 75% of the outstanding stock of the
Corporation entitled to vote generally in the
election of directors; and
(ii) at least a majority of the shares of
outstanding stock of the Corporation which
are not beneficially owned by such other
corporation or person.
(2) The provisions of Section (C)(1) of this Article shall
not apply, and the provisions of Delaware law relating
to the percentage of required stockholder approval, if
any, shall apply to:
(a) any merger or other transaction described in the
preceding Section (C)(1) if any such other
corporation is a subsidiary of the Corporation;
(b) any merger or other transaction described in the
preceding Section (C)(1) if the Board of Directors
has approved the transaction prior to the time
such other corporation or person acquired 10% or
more of the shares of the outstanding stock of
the Corporation entitled to vote in the election
of directors; or,
(c) any merger or other transaction described in the
preceding paragraph if at any time prior to its
consummation the transaction has been approved by
a resolution adopted by all of the directors then
in office.
(3) For purposes of this Article Sixth:
(a) any specified person shall be deemed to be a
beneficial owner of shares of stock of the
Corporation:
(i) which such specified person or any of its
affiliates or associates, as such terms are
hereinafter defined, owns, directly or
indirectly, whether of record or not;
(ii) which such specified person or any of its
affiliates or associates has the right to
acquire pursuant to any agreement, or upon
exercise of conversion rights, warrants or
options, or otherwise; or,
(iii) which are beneficially owned, directly
or indirectly [including shares deemed
owned through application of clauses (i)
and (ii) of this Section (C)(3)] by any
other person with which specified person
or any of its affiliates or associates
has any agreement or arrangement or
understanding for the purpose of
acquiring, holding, voting, or disposing
of the stock of the Corporation;
(b) a subsidiary is any corporation more than
50% of the voting securities of which are
owned, directly or indirectly, by the
Corporation;
(c) a person is any individual, partnership,
corporation, or entity;
(d) an affiliate of a specified person is any person
that, directly or indirectly, through one or more
intermediaries, controls or is controlled by, or
is under common control with, the specified
person; and,
(e) an associate of a specified person is:
(i) any person of which such specified person is
an officer or partner or is, directly or
indirectly, the beneficial owner of 10% or
more of any class of equity securities;
(ii) any trust or estate in which such specified
person has a substantial beneficial interest
or as to which such specified person serves
as trustee or in a similar capacity;
(iii) any relative or spouse of any such
specified person, or any relative of
such spouse, who has the same home as
the specified person; or,
(iv) any director or officer of such specified
person or any corporation which controls or
is controlled by, or is in common control
with, such specified person.
(4) The Board of Directors of the Corporation shall
determine, for purposes of this Article Sixth, on basis
of information known to it:
(a) whether any person referred to in Section (C)(1)
of this Article owns beneficially 10% or more of
the outstanding stock of the Corporation entitled
to vote in the election of directors; and,
(b) whether a proposed transaction is substantially
consistent with the terms of the transactions
approved in principle by the Board of Directors as
referred to in Section (C)(2). Any such
determination by the Board of Directors shall be
conclusive and binding for all purposes of this
Article Sixth and for purposes of such
determination, the Board of Directors shall be
entitled to rely solely on information provided to
it by any person referred to in section (c)(1) and
filings made available to the public by such
person with the Securities and Exchange Commission
under Section 13(d) of the Securities Exchange Act
of 1934, as amended.
SEVENTH: No action required or permitted to be taken by the
stockholders of the Corporation may be taken except at the annual
meeting of stockholders or at a special meeting of stockholders
duly called for as provided in the By-laws of the Corporation.
Meetings of the stockholders may be held outside the State of
Delaware, if the By-laws of the Corporation so provide. The
books of the Corporation may be kept (subject to any provision
contained in the statutes) outside of the State of Delaware in
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 the directors need not be by ballot unless the By-
laws of the Corporation shall so provide. The stockholders of
the Corporation shall have the authority to remove any director
of the Corporation with or without cause as provided in the By-
laws of the Corporation.
EIGHTH: The Corporation reserves the right to modify,
revise, alter, amend, change, repeal, or rescind any provision
contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and rights conferred upon the
stockholders herein are granted subject to this reservation,
provided, however, that the provisions of Article Sixth, Article
Seventh, and of this Article Eighth of this Certificate of
Incorporation shall not be modified, revised, altered, or
amended, repealed, or rescinded, in whole or in part, except by
the affirmative vote of the holders of not less than 75% of the
outstanding stock of the Corporation entitled to vote thereon.
NINTH: No Director shall be personally liable to the
Corporation or any stockholder for monetary damages for breach of
fiduciary duty as a Director, except for any matter in respect of
which such Director shall be liable under Section 174 of Title 8
of the Delaware Code (relating to the Delaware General
Corporation Law) or any amendment thereto or successor provision
thereto or shall be liable by reason that, in addition to any and
all other requirements for such liability, he (i) shall have
breached his duty of loyalty to the Corporation or its
stockholders, (ii) shall not have acted in good faith or, in
failing to act, shall not have acted in good faith, (iii) shall
have acted in a manner involving intentional misconduct or a
knowing violation of law or, in failing to act, shall have acted
in a manner involving intentional misconduct or a knowing
violation of law, or (iv) shall have derived an improper personal
benefit. Neither the amendment nor repeal of this Article Ninth,
not the adoption of any provision of the Certificate of
Incorporation inconsistent with this Article Ninth shall
eliminate or reduce the effect of this Article Ninth in respect
of any matter occurring, or any cause of action, suit, or claim
that, but for this Article Ninth would accrue or arise, prior to
such amendment.
WE THE UNDERSIGNED, being each of the incorporators
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 our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 19th day of
February, 1969.
/s/ B. J. CONSONO
/s/ F. J. OBARA, JR.
/s/ A. D. GRIER
STATE OF DELAWARE )
) SS:
COUNTY OF NEW CASTLE )
BE IT REMEMBERED that on this 19th day of February A.D.
1969, personally came before me, a Notary Public for the State of
Delaware, B.J. Consono, F.J. Obara, Jr., and A.D. Grier, all of
the parties to the foregoing Certificate of Incorporation, known
to me personally to be such, and severally acknowledged the said
Certificate to be the act and deed of the signers respectively
and that the facts stated therein are true.
GIVEN under my hand and seal of office the day and year
foresaid.
/s/ A. DANA ATWELL
Notary Public
A. Dana Atwell, Notary Public
Appointed October 28, 1967
State of Delaware
Term: Two Years
STATE OF DELAWARE
OFFICE OF SECRETARY OF STATE
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF
DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF SAVANNAH FOODS &
INDUSTRIES, INC. FILED IN THIS OFFICE ON THE TWENTIETH DAY OF
AUGUST, A.D. 1990, AT 10 O CLOCK A.M.
: : : : : : : : : :
/s/ MICHAEL HARKINS
Michael Harkins,
Secretary of State
AUTHENTICATION: 2765677
DATE: 08/20/1990
CERTIFICATE OF AMENDMENT OF
SAVANNAH FOODS & INDUSTRIES, INC.
CERTIFICATE OF INCORPORATION
Savannah Foods & Industries, Inc., a corporation organized
and existing under and by virtue of the General Corporation Law
of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said
corporation, at a meeting duly held on March 30, 1990, adopted a
resolution proposing and declaring advisable an amendment to the
Certificate of Incorporation of said corporation increasing the
number of shares of common capital stock of $.25 per share par
value from 32,000,000 to 64,000,000 as follows:
RESOLVED, that subject to approval by the
stockholders at the Annual Meeting to be held
on May 24, 1990 that Article Fourth of the
Company s Certificate of Incorporation be
amended so as to increase the authorized
number of shares of common capital stock of
$.25 per share par value from 32,000,000 to
64,000,000.
SECOND: That the Annual Meeting of Stockholders duly
held on May 24, 1990, the stockholders voted 21,104,867 shares
(77.7% of shares outstanding) for and 482,084 shares against said
amendment.
THIRD: That the aforesaid amendment was duly adopted
in accordance with the applicable provisions of section 242 of
the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Savannah Foods & Industries,
Inc. has caused this certificate to be signed by W.W. Sprague,
Jr., its President, and attested by John M. Tatum, its Secretary,
this 10th day of August, 1990.
SAVANNAH FOODS & INDUSTRIES, INC.
By: /s/ W.W. SPRAGUE, JR.
President
ATTEST:
By: /s/ JOHN M. TATUM
Secretary