______________
Exhibit 3.12
CERTIFICATE OF INCORPORATION
OF
IPSCO ENTERPRISES INC.
FIRST: This corporation is being organized and will exist under the
laws of the State of Delaware.
SECOND: The name of the corporation is IPSCO Enterprises Inc.
THIRD: The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, Delaware, U.S.A. The name of its registered agent at such
address is The Corporation Trust Company.
FOURTH: The nature of the business of the 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 now or hereafter granted
or available under the laws of the State of Delaware to such corporations.
FIFTH: The total number of shares which the corporation shall have
authority to issue is 10,000 shares of Common Stock, and the par value of each
share is $.01.
SIXTH: The name and mailing address of the incorporator is:
Margery Hinterman
950 17th Street, Suite 2600
Denver, Colorado 80201
SEVENTH: The powers of the incorporator shall terminate upon the
filing of this Certificate of Incorporation in the office of the Secretary of
State of the State of Delaware. The names and mailing addresses of the persons
who are to serve as the directors of the corporation until the first annual
meeting of stockholders or until their successors are elected and qualified are:
Name Mailing Address
---- ---------------
Roger Phillips 2161 Scarth Street
Regina, Saskatchewan S4P 2V4
Milan Kosanovich 2161 Scarth Street
Regina, Saskatchewan S4P 2V4
B.E.A. Yeo 2161 Scarth Street
Regina, Saskatchewan S4P 2V4
J.K. Kwong 2161 Scarth Street
Regina, Saskatchewan S4P 2V4
Mario Dalla-Vincenza 2161 Scarth Street
Regina, Saskatchewan S4P 2V4
EIGHTH: The number of directors of the 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.
NINTH: The board of directors of the corporation is expressly
authorized to make, alter or repeal the bylaws of the corporation.
TENTH: The corporation shall, to the fullest extent permitted by
Delaware law as in effect From time to time, indemnify any person against all
liability and expense (including attorneys' fees) incurred by reason at the fact
that he is or was a director or officer of the corporation or, while serving as
a director or officer of the corporation, he is or was serving at the request of
the 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 the 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. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee, fiduciary
or agent of the 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 the corporation would have the power to indemnify against such
liability under the provisions of this
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Section TENTH. The indemnification provided by this Section TENTH 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 disinterested directors, or otherwise, and shall inure to the
benefit of their heirs, executors and administrators. The provisions of this
Section TENTH shall not be deemed to preclude the 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.
ELEVENTH: The corporation shall have authority, to the fullest extent
now or hereafter permitted by the General Corporation Law of the State of
Delaware, 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, association or other organization 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 and notwithstanding the fact that his or their votes are counted for
such purpose. Both common and interested directors may be counted in determining
the presence of a quorum at a meeting of the board of directors or of a
committee which authorizes the contract or transaction.
TWELFTH: Election of directors need not be by written ballot except
and to the extent provided in the bylaws of the corporation.
THIRTEENTH: Each stockholder shall have a preemptive right to purchase
shares of the corporation that may from time to time be issued (whether or not
presently authorized), including treasury shares, and to purchase securities
convertible into shares or carrying any right to subscribe to or acquire shares,
or scrip, rights, warrants, or options to purchase shares. Such preemptive right
shall obtain whether the issuance is to be for money, for services performed,
in payment of corporate debt, or otherwise, and whether in connection with
stock rights or options or stock bonus or incentive plans for officers,
directors, or employees of the corporation or its subsidiaries or
otherwise, Such preemptive right shall entitle each stockholder to purchase
shares in the ratio that the total number of shares be holds immediately prior
to the issuance bears to the total number of shares
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outstanding immediately prior to the issue, exclusive of treasury shares. The
preemptive right shall be deemed waived by (i) any stockholder who does not
subscribe for the shares or other rights preempted within thirty days of receipt
or a written notice from the corporation stating the prices, terms and
conditions of the issue of shares or rights and inviting him to exercise his
preemptive rights, or within such longer time as may be stated in the notice to
all stockholders, or (ii) any stockholder who waives his preemptive right in a
writing signed by him.
FOURTEENTH: 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 the said court directs. If a majority in
number representing three-fourths 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 to 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 7th day of August, 1985.
/s/ Margery Hinterman
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CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION OF
IPSCO ENTERPRISES INC.
IPSCO Enterprises Inc., 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 resolution:
BE IT RESOLVED, that Article Fifth of the Certificate of Incorporation
of IPSCO Enterprises Inc. (the "Corporation") be amended to read as
follows:
"FIFTH: The total number of shares which the corporation shall
have authority to issue is 50,000 shares of Common Stock, each
with a par value of $.01."
SECOND: That the sole stockholder of the corporation, IPSCO Inc., by
written consent in accordance with Section 228 of the General Corporation Law of
the State of Delaware, has approved such amendment.
THIRD: That the aforesaid amendment was fully adopted in accordance with
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, IPSCO Enterprises Inc. has caused this certificate to
be signed by Milan Kosanovich, its President, and attested to by John W. Comrie,
its Secretary this 30th day of December, 1991.
IPSCO ENTERPRISES INC.
By /s/ Milan Kosanovich
-----------------------------------
Milan Kosanovich, President
ATTEST:
By /s/ John W. Comrie
-----------------------------
John W. Comrie, Secretary
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION OF
IPSCO ENTERPRISES INC.
IPSCO Enterprises Inc., 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 resolution:
BE IT RESOLVED, that Article V of the Certificate of Incorporation of IPSCO
Enterprises Inc. (the "Corporation") be amended to read as follows:
"FIFTH: The total number of shares that the Corporation shall have
authority to issue is 150,000 shares of common stock, each with a par
value of $.01."
SECOND: That the sole stockholder of the corporation, IPSCO Inc., by
written consent in accordance with Section 228 of the General Corporation Law of
the state of Delaware, has approved such amendment.
THIRD: That the aforesaid amendment was fully adopted in accordance with
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, IPSCO Enterprises Inc. has caused this certificate to
be signed by Roger Phillips, Chairman of its Board of Directors, and attested to
by John W. Comrie, its Secretary, the 31 day of May, 1994.
IPSCO ENTERPRISES INC.
By /s/ Roger Phillips
-----------------------------------
Roger Phillips, Chairman of
the Board of Directors
ATTEST:
By /s/ John W. Comrie
-----------------------------
John W. Comrie, Secretary
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION OF
IPSCO ENTERPRISES INC.
IPSCO Enterprises Inc., a Delaware corporation, hereby certified us
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 resolution:
BE IT RESOLVED, that Article V of the Certificate of Incorporation of IPSCO
Enterprises Inc. (the "Corporation") be amended to read as follows:
"FIFTH: The total number of shares that the Corporation shall have
authority to issue is 300,000 shares of common stock, each with a par
value of $.01."
SECOND: That the sole stockholder of the corporation, IPSCO Inc., by
written consent in accordance with Section 228 of the General Corporation Law of
the State of Delaware, has approved such amendment.
THIRD: That the aforesaid amendment was fully adopted in accordance with
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, IPSCO Enterprises Inc. has caused this certificate to
be signed by Roger Phillips, Chairman of its Board of Directors, and attested to
by John Comrie, its Secretary, the 1st day of February, 1995.
IPSCO ENTERPRISES INC.
By /s/ Roger Phillips
----------------------------------
Roger Phillips, Chairman of the
Board of Directors
ATTEST:
By /s/ John Comrie
------------------------------
John Comrie, Secretary
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION OF
IPSCO ENTERPRISES INC.
IPSCO Enterprises Inc., 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 resolution:
BE IT RESOLVED, that Article V of the Certificate of Incorporation of IPSCO
Enterprises Inc. (the "Corporation") be amended to read as follows:
"FIFTH: The total number of shares that the Corporation shall have
authority to issue is 600,000 shares of common stock, each with a par
value of $.01."
SECOND: That the sole stockholder of the corporation, IPSCO Inc., by
written consent in accordance with Section 228 of the General Corporation Law of
the State of Delaware, has approved such amendment.
THIRD: That the aforesaid amendment was fully adopted in accordance with
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, IPSCO Enterprises Inc. has caused this certificate to
be signed by Roger Phillips, Chairman of its Board of Directors, and attested to
by John Comrie, its Secretary, the 1st day of March, 1996.
IPSCO ENTERPRISES INC.
By /s/ Roger Phillips
----------------------------------
Roger Phillips, Chairman of
the Board of Directors
ATTEST:
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:00 PM 03/18/1996
9600777_ - 2068503
By /s/ John Comrie
--------------------------------
John Comrie, Secretary
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION OF
IPSCO ENTERPRISES INC.
IPSCO Enterprises Inc., 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 resolution:
BE IT RESOLVED, that Article V of the Certificate of Incorporation of IPSCO
Enterprises Inc. (the "Corporation") be amended to read as follows:
"FIFTH: The total number of shares that the Corporation shall have
authority to issue is 900,000 shares of common stock, each with a par
value of $.01.
SECOND: That both stockholders of the Corporation, IPSCO Inc. and IPSCO
Saskatchewan Inc., have approved such amendment.
THIRD: That the aforesaid amendment was fully adopted in accordance with
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, IPSCO Enterprises Inc., has caused this certificate to
be signed by Charles Backman, its Vice President, and attested to by Anne
Parker, its Assistant Secretary, as of January 31, 2000.
IPSCO ENTERPRISES INC.
By /s/ Charles Backman
---------------------------------
Charles Backman, Vice President
ATTEST:
By /s/ Anne Parker
----------------------------------
Anne Parker, Assistant Secretary
STATE of DELAWARE
CERTIFICATE of AMENDMENT of
CERTIFICATE of INCORPORATION
.. First: That at a meeting of the Board of Directors of IPSCO Enterprises
Inc. resolutions were duly adopted setting forth a proposed amendment of
the Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof.
The resolution setting forth the proposed amendment is as follows:
Resolved, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "V" so that, as
amended, said Article shall be and read as follows:
"FIFTH: The total number of shares that the Corporation shall have
authority to issue is 1,000,000 shares of common stock, each with a par
value of $.01.
.. Second: That thereafter, pursuant to resolution of its Board of Directors,
a special meeting of the stockholders of said corporation was duly called
and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary
number of shares as required by statute were voted in favor of the
amendment.
.. Third: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
.. Fourth: That the capital of said corporation shall not be reduced under or
by reason of said amendment.
By: /s/ Anne Parker
----------------------------------
(Authorized Officer)
NAME: Anne Parker, Assistant Secretary
(Type or Print)