Exhibit 3.11
CERTIFICATE OF INCORPORATION
OF
IPSCO NEW MILL CO.
ARTICLE I
This corporation is being organized and will exist under Delaware law.
ARTICLE II
The name of this corporation is IPSCO New Mill Co.
ARTICLE III
The address of this corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, Delaware 19801. The name of its registered agent at
such address is The Corporation Trust Company.
ARTICLE IV
The nature of the business of this corporation and the purposes for which
it is organized are:
To engage in any business and in any lawful act or activity for which
corporations may be organized under the General Corporation Law of
Delaware and to possess and employ all powers and privileges now or
hereafter granted or available under the laws of the State of Delaware
to such corporations.
ARTICLE V
5.1 The total number of shares of stock that this corporation shall have
authority to issue is 100,000 shares of common stock, each with a par value of
one cent ($.01).
5.2 Shareholders shall have no rights, preemptive or otherwise, to acquire
unissued or treasury shares of this corporation, securities convertible into or
carrying a right to subscribe for or acquire shares, or stock options.
ARTICLE VI
The name and mailing address of the incorporator are:
Anne Parker
P.O. Box 1670
Regina, Saskatchewan
Canada S4P 3C7
ARTICLE VII
The powers of the incorporator shall terminate upon the filing of this
Certificate of Incorporation in the office of the Secretary of State of
Delaware. The names and mailing addresses of the persons who are to serve as
directors of this corporation until their successors are elected and qualified
or until their earlier resignations or removals are:
Name Mailing Address
------------------- --------------------
Roger Phillips P.O. Box 1670
Regina, Saskatchewan
Canada S4P 3C7
Charles Backman P.O. Box 1670
Regina, Saskatchewan
Canada S4P 3C7
Mario Dalla-Vicenza P.O. Box 1670
Regina, Saskatchewan
Canada S4P 3C7
Robert Rzonca P.O. Box 1670
Regina, Saskatchewan
Canada S4P 3C7
Edwin Tiefenbach P.O. Box 1670
Regina, Saskatchewan
Canada S4P 3C7
ARTICLE VIII
8.1 The number of directors of this corporation shall be fixed from time to
time in the manner provided in the bylaws and may be increased or decreased
from time to time in the manner provided in the bylaws.
8.2 Election of directors need not be by written ballot, except and to the
extent provided in the bylaws of this corporation.
8.3 Cumulative voting shall not be permitted in the election of directors.
8.4 A quorum of the board of directors for the transaction of business
shall not consist of less than a majority of the total number of directors,
except as may be provided in the bylaws with respect to filling vacancies.
ARTICLE IX
The board of directors of this corporation is authorized to adopt, alter or
repeal the bylaws of this corporation, but such authorization shall not divest
the stockholders of the power, nor limit their power, to adopt, alter or repeal
bylaws.
ARTICLE X
This corporation shall, to the fullest extent permitted by Delaware law in
effect from time to time, indemnify any person against all liability and expense
(including attorneys' fees) incurred by reason of the fact that such person is
or was a director or officer of this corporation, or, while serving as a
director or officer of this corporation, such person is or was serving at the
request of this corporation as a director, officer, partner or trustee of, or in
any similar managerial or fiduciary position of, or as an employee or agent of,
another corporation, partnership, joint venture, trust, association or other
entity. Expenses (including attorneys' fees) incurred in defending an action,
suit or proceeding may be paid by this corporation in advance of the final
disposition of such action, suit or proceeding to the full extent and under the
circumstances permitted by Delaware law. This corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, fiduciary or agent of this corporation against any liability asserted
against and incurred by such person in any such capacity or arising out of such
person's position, whether or not this corporation would have the power to
indemnify against such liability under the provisions of this Article X. The
indemnification provided by this Article X shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under this Certificate
of Incorporation, any bylaw, agreement, vote of stockholders or interested
directors, statute or otherwise, and shall inure to the benefit of their heirs,
executors,
administrators and personal representatives. The provisions of this Article X
shall not be deemed to preclude this corporation from indemnifying other persons
from similar or other expenses and liabilities as the board of directors or the
stockholders may determine in a specific instance or by resolution of general
application.
ARTICLE XI
This corporation shall have authority, to the fullest extent now or
hereafter permitted by the Delaware General Corporation Law, or by any other
applicable law, to enter into any contract or transaction with one or more of
its directors or officers, or with any corporation, partnership, joint venture,
trust, association or other entity in which one or more of its directors or
officers are directors or officers, or have a financial interest,
notwithstanding such relationships and notwithstanding the fact that the
director or officer is present at or participates in the meeting of the board of
directors or committee thereof which authorizes the contract or transaction.
ARTICLE XII
The personal liability of each director of this corporation to this
corporation or its stockholders for breach of fiduciary duty as a director is
hereby eliminated and limited to the fullest extent permitted by paragraph (7)
of subsection (b) of Section 102 of the Delaware General Corporation Law, as the
same may hereafter be amended and supplemented from time to time.
ARTICLE XIII
Whenever a compromise or arrangement is proposed between this corporation
and its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting
of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as said court directs. If a majority in number representing three-fourths
(3/4) in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court which the said application has been made, be
binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
Executed this 17th day of December, 1993.
/s/ Anne Parker
--------------------------------------
Anne Parker, Incorporator
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION OF
IPSCO NEW MILL CO.
IPSCO New Mi1l Co., a Delaware corporation, hereby certifies as follows:
FIRST: That the Board of Directors of such corporation has, by unanimous
written consent filed with the minutes of the Board, as permitted by Section
141(f) of the General Corporation Law of the State of Delaware, adopted the
following resolutions:
BE IT RESOLVED, that Article II of the Certificate of Incorporation of
IPSCO New Mill Co. (the "Corporation") be amended to read as follows:
"The name of the corporation is IPSCO Steel Inc."
SECOND: That the stockholders of the corporation, IPSCO Enterprises Inc.,
by written consent in accordance with Section 228 of the General Corporation Law
of the State of Delaware, has approved such amendments.
THIRD: That the aforesaid amendments were fully adopted in accordance with
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, IPSCO New Mill Co. has caused this certificate to be
signed by Roger Phillips, its Chief Executive Officer, and attested to by
John W. Comrie, its Secretary, the 27th day of July, 1994.
IPSCO NEW MILL CO.
By /s/ Roger Phillips
-----------------------------------
Roger Phillips
Chief Executive Officer
ATTEST:
By /s/ John W. Comrie
--------------------------------
John W. Comrie, Secretary