EXHIBIT 3.1jj
ARTICLES OF
INCORPORATION STATE OF LOUISIANA
OF PARISH OF EAST BATON ROUGE
MONOCHEM, INC.
BE IT KNOWN, That on this 21st day of March 1961,
Personally came and appeared, before me, the undersigned, a Notary Public in
and for the Parish and State aforesaid, therein presently residing, duly
appointed, commissioned and qualified, the several subscribers hereto of full
age of majority, who declared to me, Notary, in the presence of the
undersigned competent witnesses, residing in the Parish and State aforesaid,
that, availing themselves of the provisions of the Business Corporations Law
(Title 12, Chapter 1, Louisiana Revised Statutes of 1950), they do hereby
organize themselves, their successors and assigns, into a corporation in
pursuance of said Law, under and in accordance with the following Articles of
Incorporation, to-wit:
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ARTICLE I
The name of this corporation is Monochem, Inc.
ARTICLE II
The objects and purposes for which this corporation is organized, and the
nature of the business and/or businesses to be carried on by it, are stated
and declared to be as follows, to-wit: to acquire facilities and to operate
them in performing conversion services solely for its shareholders, utilizing
basic raw materials and fuel to be furnished by the shareholders, and in
supplying to the shareholders, for their separate and independent uses, the
outputs resulting from such conversion services, and in connection therewith:
(1) To engage in and carry on any or all of the following activities:
(a) the generating of steam from water and fuel,
(b) the pumping of water from sources above or below ground and the
transformation thereof into water, under the desired condi-
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tions of temperature, pressure and purity, to enter water distribution
mains,
(c) the cooling and re-cooling of water,
(d) the generating, transformation and/or distribution of electricity,
(e) the seperation of air into oxygen in the desired state and purity
and by-product nitrogen containing impurities,
(f) the reaction of a mixture of oxygen and natural gas to form
acetylene and by-products (including but not limited to "off-gas"), and
the separation and purification of acetylene, and
(g) the reaction of a mixture of acetylene and anhydrous hydrogen
chloride to form vinyl chloride monomer and the purification thereof,
and to process, utilize, store, transport, transmit, distribute, supply to
others, or otherwise dispose of any outputs, including by-products, resulting
from any or all of said activities.
(2) To buy, lease from others, or otherwise
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acquire, own, hold, use, consume, operate, or otherwise enjoy, sell, transfer,
lease to others, or otherwise dispose of, or otherwise deal in or with respect
to real and personal property of every description, including choses in action
of every kind.
(3) To enter into, make and perform contracts of every kind with any
person, firm, association, partnership, trust, corporation, joint stock
company or syndicate, or with the Government of the United States or any
foreign government, or with any state, territory, county, parish, municipality
or other political subdivision, or with any governmental agency.
(4) Without limit as to amount, to borrow money for the purposes of the
corporation, and to draw, make, accept, endorse, sell or discount, execute and
issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures, and other negotiable or transferable instruments and
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evidences of indebtedness, whether secured by mortgage, pledge or otherwise,
and to secure the same by mortgage or pledge or otherwise of the whole or any
part of the property of the corporation, either real or personal, so far as
may be permitted under the laws of the State of Louisiana.
(5) To do everything useful in, or incidental to, the accomplishment of the
objects and purposes herein stated, as principal, agent, contractor, or
otherwise, either alone or in association with others, to the same extent and
as fully as could natural persons.
ARTICLE III
Its duration is ninety-nine (99) years from the date hereof.
ARTICLE IV
The location and post office address of its registered office is 11th Floor,
Louisiana National Bank Building,
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Baton Rouge, Louisiana.
ARTICLE V
The full names and post office addresses of its registered agents are as
follows:
FULL NAMES POST OFFICE ADDRESSES
---------- ---------------------------------------------
Charles Vernon Porter ) 11th Floor, Louisiana
: National Bank Building,
Laurance W. Brooks ) Baton Rouge, Louisiana
ARTICLE VI
The total authorised number of shares is one million five hundred one
thousand (1,501,000) shares of a par value of one dollar ($1.00) each, of
which five hundred (500) shares are Class A shares, five hundred (500) shares
are Class B shares, and one million five hundred thousand (1,500,000) shares
are Class C shares.
In the event of the corporation's liquidation or dissolution, holders of
Class A shares and holders of Class B shares shall be entitled to receive cash
to the extent of the par value of the Class A shares and the Class B shares
held by
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them before any payment in liquidation or dissolution is made in respect of
any Class C shares, but holders of Class A shares and holders of Class B
shares shall not be entitled to participate in any of the remaining proceeds
of liquidation or dissolution if any Class C shares are issued and outstanding
at the time of such liquidation or dissolution. Except with respect to the
election of directors, the removal of a director, or the filling of a vacancy
on the board of directors, holders of Class A shares and holders of Class B
shares shall be entitled to one vote for each Class A share and one vote for
each Class B share held by them. With respect to the election of Class A
directors, the removal of a Class A director, or the filling of a vacancy in
the office of Class A director, holders of Class A shares shall be entitled to
one vote for each Class A share held by them, and holders of Class B shares
shall be entitled to no vote whatever. With respect to the election of Class B
directors, the removal of a Class B director, or the filling of a vacancy in
the office of Class B director, holders of Class B shares shall be entitled to
one vote for each Class B share held by them, and holders of Class A shares
shall be entitled to no vote whatever. Except as
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otherwise provided in the two immediately preceding sentences, Class A shares
and Class B shares shall be alike in all respects.
In the event of the corporation's liquidation or dissolution, holders of
Class C shares shall be entitled to receive, share for share, all the
proceeds of liquidation or dissolution remaining after payment in cash of the
par value of the Class A shares and the Class B shares to the holders thereof.
Holders of Class C shares shall have no voting rights except as otherwise
expressly provided by law.
Without necessity of action by the shareholders, additional issues in
respect of any authorized but unissued shares of any class may be made at such
times, in such manner, and for such consideration not less than the par value
thereof, as may be determined by the affirmative action of the entire board of
directors. No shareholder shall have any preemptive rights.
ARTICLE VII
The amount of paid-in capital with which the corporation shall begin
business is one thousand dollars
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($ 1,000.00), which will be paid in cash.
ARTICLE VIII
The names of the first directors, their post office addresses, their
classifications, and their terms of office are as follows:
TERMS OF
NAMES POST OFFICE ADDRESSES CLASSIFICATIONS OFFICE
- ------------------ ------------------------------ ------- ------- -------------
F.D.Chittenden ) 1230 Avenue of the Class A ( One Year )
:
E.S.Ebers ) Americas, New York 20, Class A ( or )
:
H.M.Kelton ) New York Class A ( Until )
F.N.Taff c/o United States Rubber Class A ( Their )
Company,Naugatuck
Chemical Division,
Elm Street, Naugatuck,
Connecticut
A.R.Marusi ) 350 Madison Class B (Successors)
:
W.R.Moffitt ) Avenue Class B (Are Chosen)
:
E.L.Noetzel ) New York 17, Class B ( and )
:
E.J.Sullivan ) New York Class B ( Qualified)
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All the corporate powers shall be vested in, and the business and affairs of
the corporation shall be managed by, a board of directors consisting of an
even number of directors, not less than four, half of whom shall be Class A
directors and the other half of whom shall be Class B directors.
The President, the Executive Vice-President and the Treasurer shall be
chosen from among the directors.
For the term of office commencing in odd numbered years, the President and
the Secretary shall be elected by the vote of a majority of the Class A
directors, and the Executive Vice-President and the Treasurer shall be elected
by the vote of a majority of the Class B directors. For the term of office
commencing in even numbered years, the President and the Secretary shall be
elected by the vote of a majority of the Class B directors, and the Executive
Vice-President and the Treasurer shall be elected by the vote of a majority of
the Class A directors.
The board of directors, by the affirmative action of the entire board of
directors, shall have authority to
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make and alter by-laws, including the right to make or alter by-laws fixing
their number, qualifications or term of office, or fixing or increasing their
compensation, subject to the power of the shareholders to change or repeal the
by-laws so made.
Any director absent from a meeting may be represented by any other director
or shareholder, who may cast the vote of the absent director according to the
written instructions, general or special, of said absent director.
ARTICLE IX
The full names and post office addresses of the incorporators, and a
statement of the number and class of shares subscribed by each, are as
follows:
SHARES SUBSCRIBED
----------------------------------
FULL NAMES POST OFFICE ADDRESSES NUMBER CLASS
---------- ----------------------------------------------- ----------- ---------------
Charles Vernon Porter 11th Floor, 250 Class A
James R. Fuller Louisiana National 250 Class A
Charles W. Phillips Bank Building, Baton 250 Class B
Laurance W. Brooks Rouge, Louisiana 250 Class B
THUS DONE AND SIGNED in my office, in duplicate originals, in the Parish and
State aforesaid, on the day, month
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and year hereinabove set forth, in the presence of the undersigned competent
witnesses and me, Notary, after due reading of the whole.
WITNESSES: INCORPORATORS:
/s/ Dorothy N. Meredith /s/ Charles Vernon Porter
----------------------------- -----------------------------
Dorothy N. Meredith Charles Vernon Porter
/s/ Louise C. Whitman /s/ James R. Fuller
----------------------------- -----------------------------
Louise C. Whitman James R. Fuller
/s/ Charles W. Phillips
-----------------------------
Charles W. Phillips
/s/ Laurance W. Brooks
-----------------------------
Laurance W. Brooks
/s/ B. B. Taylor
-------------------------------
B. B. Taylor, Jr. NOTARY PUBLIC
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