EX-3.37 10 w54791exv3w37.htm CERTIFICATE OF INCORPORATION, AS AMENDED, OF PHELPS DODGE INTERNATIONAL CORPORATION exv3w37
 

Certificate of Incorporation
-of-
Phelps Dodge International Corporation
          FIRST: The name of the Corporation is Phelps Dodge International Corporation.
          SECOND: The principal office of the Corporation in the State of Delaware is to be located in the City of Dover, in the County of Kent. The name of its resident agent is the United States Corporation Company, whose address is 129 South State Street in said city.
          THIRD: The nature of the business and the object or purposes to be transacted, permitted or otherwise carried on by the Corporation are as follows:
     1. To manufacture, fabricate, extrude, purchase, process, export, import, distribute, sell, and otherwise deal in, copper or aluminum products, or products of other metals or alloys, including conduit, cable, wire, rods, bars, strips, sheets, molding, tubes, and other shapes or forms, devices and supplies, for the electrical, manufacturing, lighting, transmission, power generation, household, architectural, transportation, advertising, building, irrigation, television or other fields and industries; to engage generally in the manufacture, development, purchase, distribution and sale of copper or aluminum products, or any other metal or combination of metals or alloys and other related items; to do research in connection with, and to do all business necessary or incidental to the foregoing; to manufacture, buy and sell any and all articles made from, of, or containing metal, minerals, chemicals, wood, agricultural products, cotton, rayon, silk, wool, rubber, paper, oils, vegetable, mineral, and animal substances and articles, and things made of the foregoing, either singly or in combination, or any other materials of whatsoever kind, in whole or in part, and machinery and other appliances and devices for use in connection with any or all of the same; to engage in the wholesale and retail merchandising of personal property of any description and the manufacture thereof; and also designing and development and non-

 

 

professional engineering of a type not required to be registered or regulated by any present or future law of the State of Connecticut.
     2. To explore for, extract, develop, mine, refine, smelt, treat, produce, prepare, render available for commercial use, and deal in copper or other ores, petroleum, natural gas, lumber and other products of the earth and forest; animal products and other substances of all kinds.
     3. To buy, sell, own, maintain, operate, conduct, construct, lease, hire or let, or to aid in the buying, selling, maintaining, operating, conducting, constructing, leasing, hiring or letting of, plants, buildings, factories, townsites, laboratories, shops, roads, airplanes, power installations, warehouses, wharves, structures, docks, tramways, stores, lighters, barges, boats, trucks, elevators or other buildings and conveniences, whether owned by the Corporation or others, which may seem to the Corporation necessary or desirable for its business; and to promote, institute, enter into, conduct, perform, assist or participate in every kind of commercial, mercantile, manufacturing, mining, or industrial enterprise, business, work, contract, undertaking, venture and operation in any part of the world.
     4. To cause to be organized under the laws of any state, district, territory, possession or country, a corporation or corporations for the purpose of accomplishing any or all of the purposes for which the Corporation is organized, and to cause the same to be dissolved, wound-up, liquidated, merged or consolidated; to sell, lease or otherwise dispose of to any such corporation or to any other corporation, company, association, trust, firm or person, the whole or any part of the property and assets of the Corporation, including its good will and the right to assume its name, and to receive and accept in payment or exchange therefor, stocks, bonds, notes, debentures, securities or other obligations of the transferee or of any other corporation, company, association, trust, firm or person; and to consolidate or merge with or into any such corporation or

 

 

any other corporation, company, trust or association of any state, district, territory, possession or country by any lawful method and upon any lawful terms.
     5. To take, buy, purchase, exchange, take on lease and sublease, and otherwise acquire, own, hold, use, occupy, manage, control, maintain, improve, develop, mortgage and otherwise encumber, bargain, sell, grant, assign, transfer, convey, let or sublet, and otherwise dispose of, and generally deal in and with real estate, real property and any and all interests and rights therein and thereto, located in any part of the world.
     6. To adopt, apply for, obtain, register, purchase, lease and otherwise acquire, procure licenses under, maintain, protect, hold, control, own, use, exploit, operate, introduce, develop, pledge, sell, assign, grant, grant licenses and other rights with respect to and otherwise dispose of, and generally deal in and with inventions, improvements, processes, copyrights, patents, trademarks, formulae, trade names, labels, distinctive marks and similar rights of any nature and whether or not granted, registered or established by or under the laws of the United States, any State thereof or of any other country or place.
     7. For any purpose, upon any terms and without limit, to borrow or raise money, and to issue, draw, make, accept, endorse, guarantee, sell and dispose of bonds, debentures, notes, drafts, bills of exchange, warrants, certificates of indebtedness, certificates of interest and other obligations and securities of the Corporation, secured or unsecured and howsoever evidenced, and as security therefor to mortgage, pledge, convey, assign in trust or grant any charge or impose any lien upon all or any part of the real or personal property, rights, interests or franchises of the Corporation, whether owned by it at the time or thereafter acquired, and to lend money or other property with or without collateral security.
     8. To promote, finance, aid and assist, financially and otherwise, any body politic, corporation, association, partnership, firm,

 

 

trustee, syndicate, individual, combination, organization or other entity, located in or organized under the laws of any part of the world, any stock, share, voting trust certificate, bond, mortgage, debenture, note, land trust certificate, right, warrant, scrip, commercial paper, chose in action, contract, evidence of indebtedness, certificate of interest or other obligation or security of which is held directly or indirectly by or for the Corporation, or in the business, financing or welfare of which the Corporation shall have any interest; and in connection therewith to guarantee or become surety for the performance of any undertaking or obligation of any such entity, and to guarantee by endorsement or otherwise the payment of the principal of or interest or dividends on or sinking fund payments with respect to any such security of any such entity or any other payments whatsoever to be made by it; and to join in any reorganization with respect to any such entity.
     9. To promote, institute, enter into, conduct, perform, assist or participate in every kind of commercial, mercantile, manufacturing, mining, or industrial enterprise, business, work, contract, undertaking, venture and operation in any part of the world; and for any such purpose to invest in, purchase or otherwise acquire all or any part of the shares of stock or other securities of any nature of corporations, associations, partnerships, firms, trustees, syndicates, individuals, combinations, organizations and entities located in or organized under the laws of any part of the world, and to exercise any and all rights, powers and privileges of individual ownership or interest in respect of any such shares of stock or other securities, including the right to vote thereon, and to cause any such corporation or other entity to be dissolved, with this Corporation taking over its assets and assuming its liabilities; to purchase, lease and otherwise acquire, take over, own, hold, sell, liquidate and otherwise dispose of the real estate, plants, equipment, inventory, merchandise, materials, stock, good will, rights, franchises, patents, trademarks and trade names and other properties of corporations, associations,

 

 

partnerships, firms, trustees, syndicates, individuals. combinations, organizations and entities located in or organized under the laws of any part of the world; to continue, alter, extend and develop their business, assume their liabilities, guarantee or become surety for the performance of their obligations, reorganize their capital and participate in any way in their affairs, and to take over as a going concern and to continue in its own name any business so acquired.
     10. To pay for any property, securities, rights, or interests lawfully acquired by the Corporation in cash or other property, rights or interest held by the Corporation or by issuing and delivering in exchange therefor its own property, stock, shares, bonds, debentures, notes, warrants for stock, certificates of indebtedness or other obligations or securities howsoever evidenced.
     11. To purchase, hold, cancel, reissue, sell, resell and transfer shares of its own capital stock and its own bonds, debentures, warrants, rights, scrip or other obligations or securities of any nature howsoever evidenced; provided that shares of its own capital stock belonging to the Corporation shall not be voted upon directly or indirectly.
     12. To carry on all or any part of its business, objects or purposes as principal, factor, agent, contractor, trustee or otherwise, either alone or associated with any corporation, association, partnership, firm, trustee, syndicate, individual, combination, organization or entity in any part of the world.
     13. In carrying on its business and for the purpose of furthering its objects and purposes, to enter into and perform agreements and contracts of any nature with any government, state, territory, district, municipality, political or governmental division or subdivision, body politic, corporation, association, partnership. firm, trustee, syndicate, individual, combination, organization or entity whatsoever.

 

 

     14. To conduct its business in any and all branches thereof, so far as permitted by law, in the State of Delaware, other States of the United States, the District of Columbia, the territories, colonies and possessions and dependencies of the United States and in foreign countries, and to maintain one or more offices and agencies either within or anywhere without the State of Delaware, and to hold, purchase, mortgage, convey and otherwise deal in and with real and personal property out of as well as within the State of Delaware.
     15. To do any and all other acts and things necessary, appropriate or convenient for the furtherance of the business, objects and purposes herein enumerated and for the exercise of the powers herein conferred.
          The foregoing clauses shall be construed both as objects and powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Corporation.
          FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is ten thousand (10,000) shares, all of which shall be Common Stock without par value.
          The minimum amount of capital with which the Corporation will commence business is One Thousand Dollars ($1,000).
          FIFTH: The name and place of business of each of the incorporators are as follows:
     
Name   Place of Residence
A. Fairfield Dana
  156 East 82nd Street
New York, New York 10028
 
    
David V. Smalley
  126 East 19th Street
New York, New York 10003
 
    
John D. Niles
  170 East 79th Street
New York, New York 10021

 

 

          SIXTH: The Corporation is to have perpetual existence.
          SEVENTH: The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever.
          EIGHTH: The Board of Directors shall have power to make, alter and repeal by-laws, except to the extent that provisions of by-laws adopted by the stockholders may otherwise provide. By-laws made by the Board of Directors may be altered or repealed, and new by-laws may be made, by the stockholders at any annual or special meeting if notice of the proposed alteration or repeal or new by-law is included in the notice or waiver of notice of the meeting.
          NINTH: The number of directors of the Corporation shall be fixed, and may be altered from time to time, as provided in the by-laws. Vacancies in the Board of Directors may be filled as provided in the by-laws. Any director may be removed, by a majority vote of the stockholders entitled to vote for the election of such director at any annual or special meeting thereof, for any cause deemed sufficient by such meeting, as provided in the by-laws. Directors need not be stockholders.
          TENTH: The Board of Directors shall have power from time to time to set apart out of any 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 in which it was created, and to fix from time to time the amount of the profits of the Corporation to be reserved as working capital or for any other lawful purpose.
          ELEVENTH: Both stockholders and directors shall have power, if the by-laws so provide, to hold their meetings and to have one or more offices within or anywhere without the State of Delaware, and to keep the books of the Corporation (except as at the time otherwise required by statute) outside of the State of Delaware, at such places as from time to time may be designated by the Board of Directors.
          TWELFTH: All corporate powers and authority of the Corporation, except as at the time otherwise provided by statute or by this Certificate of Incorporation or by the by-laws, shall be vested in and exercised by the Board of Directors.
          THIRTEENTH: No director of the Corporation shall be disqualified by his office from dealing or contracting with the Corporation as vendor, purchaser or otherwise, nor shall any

 

 

contract or other transaction of the Corporation be void or voidable by reason of the fact that any of its directors or any firm or association of which any of its directors are members or any corporation of which any of its directors are stockholders, directors, or officers, is in any way interested in such transaction or contract, provided that the fact of such interest be disclosed or known to the Board of Directors and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. No director shall be liable in any way with respect to any such transaction or contract which shall be authorized, approved or ratified as aforesaid. This Article THIRTEENTH shall not be construed to invalidate or in any way affect any contract or other transaction which would otherwise be valid under the common or statutory law applicable thereto.
          FOURTEENTH: Any person made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was a director or officer of this Corporation, of any corporation in which the Corporation owns shares of capital stock or of which it is a creditor, which he served as such at the request of this Corporation while at the same time a director or officer of this Corporation, shall be indemnified by the Corporation against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such director or officer is liable for negligence or misconduct in the performance of his duties, and except that such right of indemnification shall be consistent with any applicable indemnification provisions set forth in Article 7 of the New York Business Corporation Law as from time to time amended. Such right of indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of stockholders, or otherwise.
          FIFTEENTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them, and/or between the 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 the Corporation or of any creditor or

 

 

stockholder thereof, or on the application of any receiver or receivers appointed for the 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 the 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 the 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 the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the 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 the Corporation, as the case may be, and also on the Corporation.
          SIXTEENTH: The Corporation reserves the right from time to time, and at any time, to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statutes and all rights herein conferred upon stockholders are granted subject to such reservation.
          We, the undersigned, being each of the incorporators hereinbefore named, for the purpose of forming a corporation in pursuance of the laws of the State of Delaware, do make and file this Certificate of Incorporation hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set our hands and seals this 19th day of December, 1966.
         
     
  /s/ A. Fairfield Dana [L.S.]    
  A. Fairfield Dana   
     
 
     
  /s/ David V. Smalley [L.S.]    
  David V. Smalley   
     
 
     
  /s/ John D. Niles [L.S.]    
  John D. Niles   
     

 

 

         
         
STATE OF NEW YORK
   )    
 
   :   ss.:
COUNTY OF NEW YORK
   )    
          Be it remembered that on this 19th day of December, 1966, personally came before me a Notary Public in and for the County and State aforesaid, A. FAIRFIELD DANA, DAVID V. SMALLEY and JOHN D. NILES, 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 therein stated are truly set forth.
          Given under my hand and seal of office the day and year aforesaid.
         
     
  /s/ J. Asa Rountree    
  J. Asa Rountree   
  Notary Public, State of New York [Illegible] Qualified in New York County Commission Expires March 30, 1968   

 

 

         
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
     Phelps Dodge International Corporation., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
     The present registered agent of the corporation is United Stares Corporation Company and the present registered office of the corporation is in the county of New Castle.
     The Board of Directors of Phelps Dodge International Corporation adopted the following resolution on the 21st day of October, 1998.
     Resolved, that the registered office of Phelps Dodge International Corporation in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this Corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.
     IN WITNESS WHEREOF, Phelps Dodge International Corporation has caused this statement to be signed by Manuel M. Rodriguez-[Illegible], its President, this 13 day of Nov. 1998.
         
     
  /s/ [Illegible]    
     
     

 

 

         
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
PHELPS DODGE INTERNATIONAL CORPORATION
(a Delaware corporation)
     Phelps Dodge International Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:
     A. The name of the Corporation is Phelps Dodge International Corporation.
     B. The Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on December 20, 1966 under the name Phelps Dodge International Corporation.
     C. The amendment herein certified has been duly adopted by written consent of the sole shareholder of the Corporation in accordance with the provisions of Sections 228 and 242 of the Delaware General Corporation Law.
     D. Article Third of the Certificate of Incorporation of the Corporation is hereby amended in its entirety to read as follows:
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may now or hereafter be organized under the Delaware General Corporation Law (the “DGCL”). The Corporation shall have all powers that may now or hereafter be lawful for a corporation to exercise under the DGCL.
     IN WITNESS WHEREOF, Phelps Dodge International Corporation has caused this Certificate of Amendment be signed this 31st day of October, 2007.
         
  PHELPS DODGE INTERNATIONAL CORPORATION
 		  
  /s/ Robert J. Siverd    
  Name:   Robert J. Siverd   
  Title:   Executive Vice President,
General Counsel and Secretary