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Certificate of Incorporation
Certificate of Incorporation (43K)
Doc #122617: Click preview link for longer preview.
CERTIFICATE OF INCORPORATION
OF
CNH CAPITAL RECEIVABLES INC.
FIRST: The name of the corporation is CNH Capital
Receivables Inc. (the "Corporation").
SECOND: The address of the Corporation's registered
office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware
19801. The name of its registered agent at such address is CT Corporation.
THIRD: The nature of the business or purpose to be conducted
or promoted by the Corporation is to engage exclusively in the following
activities:
(a) to acquire, own, hold, service, sell, assign,
pledge, finance, refinance and otherwise deal
with from time to time installment sale
contracts, sale contracts, receivables,
installment obligations, loans or leases arising
out of or relating to the sale or lease of new
or used agricultural, construction or other
industrial equipment, monies due thereunder,
security interests in the equipment financed
thereby, proceeds from claims on insurance
policies related thereto and related agreements,
instruments, documents and rights (collectively,
"Receivables");
(b) to acquire, own, hold, service, sell, assign,
pledge, finance, refinance and otherwise deal
with the collateral securing or equipment leased
under the Receivables, related insurance
policies, agreements with equipment dealers or
lessors or other originators or servicers of
Receivables and any proceeds or further rights
associated with any of the foregoing
(collectively, "Related Rights");
(c) to deal with the obligors under or servicers of
Receivables and Related Rights;
(d) to borrow funds and issue evidences of
indebtedness in respect thereof, and sell and
assign Receivables and Related Rights or
interests in Receivables and Related Rights and
issue notes, certificates or evidences of
ownership or assignments in respect thereof, in
each case in order to
122617
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CNH Global
As referenced in this Certificate of Incorporation:
CNH Global N.V. – of (x) either
directly or indirectly, any of the
outstanding shares of common stock of
CNH Global N.V. ("CNH Global"), or (y)
directly or indirectly, outstanding
shares of common stock of any
dt 28459
;
 Mayer Brown
As referenced in this Certificate of Incorporation:
Mayer, Brown – the sole incorporator
of the Corporation is as follows:
Name Mailing Address
---- ---------------
Peter T. Gruszka Mayer, Brown & Platt
190 South LaSalle Street
Chicago, IL 60603
SIXTH: (a) The business and affairs
dt 36122
;
| Cnh Capital Receivables Inc
|
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Articles of Association [Amendment]
Articles of Association [Amendment] (41K)
Doc #148853: Click preview link for longer preview.
AMENDMENT TO THE ARTICLES OF
ASSOCIATION
(unofficial translation)
of
CNH Global N.V.
deed of 1 April 2003
Amsterdam
Brussel
Londen
Madrid
New York
Parijs
Rotterdam
![[NAUTADUTILH LOGO]](c759517595100.gif)
NOTE: THIS IS A TRANSLATION INTO ENGLISH OF THE ARTICLES OF ASSOCIATION (STATUTEN) OF A DUTCH COMPANY LIMITED BY SHARES (NAAMLOZE VENNOOTSCHAP). IN THE EVENT OF A CONFLICT BETWEEN THE ENGLISH AND DUTCH TEXTS, THE DUTCH TEXT SHALL PREVAIL.
DE/cm/80032595/5
On this, first day of April two thousand three, appeared before me, Maitre Bart Theodoor Droge, civil-law notary in Rotterdam:
Mr Remco Nicolaas van der Veer, employed at the offices of me, civil law notary, located at 3014 DA Rotterdam, Weena 750, born at
s-Hertogenbosch on the thirtieth day of July nineteen hundred seventy one.
The person appearing has declared that the general meeting of shareholders of the company limited by shares (naamloze vennootschap) CNH Global N.V., whose corporate seat is in Amsterdam and registered office at World Trade Center Amsterdam Airport, Schiphol Boulevard 217, 1118 BH Amsterdam, in its extraordinary general meeting of shareholders held on the twenty-seventh day of March two thousand three has resolved:
a.
to amend and restate the articles of association of the company as set forth hereinafter;
b.
to authorize him, the person appearing, to apply for the ministerial declaration of non-objection in respect of the draft of the present deed and after the obtaining thereof effect the amendment of the articles of association by the passing of a notarial deed.
The person appearing further declared that the said ministerial declaration of non-objection has been obtained as appears from the ministerial declaration, number N.V. 571.060, dated the thirteenth day of March two thousand three, which is hereto attached.
Implementing the aforesaid resolution the person appearing declared to amend and restate the articles of association of the company as follows:
ARTICLES OF ASSOCIATION
NAME AND CORPORATE SEAT
Article 1
1.
The name of the company is: CNH Global N.V.
2.
It has its corporate seat in Amsterdam.
OBJECTS
Article 2
The objects of the company are:
a.
to engage in, and/or to participate in and operate one or more companies engaged in the design, engineering, manufacture, sale or distribution of agricultural and construction equipment;
b.
to engage in and/or to participate in and operate one or more companies engaged in any business, financial or otherwise, which the company may deem suitable to be carried on in conjunction with the foregoing;
c.
to render management and advisory services;
d.
to issue guarantees, provide security, warrant performance or in any other way assume liability for or in respect of obligations of group companies;
e.
to do anything which a company may lawfully do under the laws of the Netherlands which may be deemed conducive to the attainment of the objects set out in paragraphs a, b, c and d foregoing.
SHARE CAPITAL AND SHARES
Article 3
1. The authorized share capital of the company amounts to one billion three hundred fifty million Euro (EUR 1,350,000,000.), divided into four hundred million (400,000,000) common shares and two hundred million (200,000,000) Series A preference shares of two Euro and twenty-five Euro cent (2.25) each. Any reference in these articles of association to shares or shareholders without further specification shall be understood to mean both common shares and Series A preference shares or the holders thereof, respectively.
2. When shares are subscribed for, there shall be paid-up thereon the par value thereof and in addition, if the shares are subscribed at a higher amount, the difference between such amounts, without prejudice to the provision of article 2:80 paragraph 2 of the Civil Code. Where shares of a particular class are subscribed at a higher amount than the nominal value, the difference between such amounts shall be carried to the share premium reserve of that class.
3. The Company shall not lend its co-operation to the issue of certificates of beneficial ownership (certificaten van aandelen) for shares in its share capital.
4. The power to confer voting rights and rights as referred to in article 2:89 paragraph 4 of the Civil Code on those who have a right of pledge over shares is excluded.
5. The Series A preference shares are convertible into common shares subject to the rate of conversion and the further terms and conditions the board of directors shall determine. The board of directors shall deposit the relevant resolution with the office of the Trade Register where the company has its corporate seat within eight days from its adoption.
6. Simultaneous with each conversion of the Series A preference shares: (i) such number of unissued common shares as, upon conversion, will replace the Series A preference shares to be converted, will, subject to issuance to the extent necessary, be converted into issued common shares and the number of issued Series A preference shares to be converted, will, upon conversion, be converted into unissued Series A preference shares; and (ii) such portion of the share premium reserve as is attributable to the Series A preference shares to be converted, shall be carried to the share premium reserve attributable to the common shares.
7. The conversion date of the Series A preference shares shall be: (i) the date defined in the resolution of the board of directors by which the terms and conditions of conversion are set; or (ii) the date of the execution of the deed of amendment of the articles of association of the company where an amendment of paragraph 1 of this article would be required for the purpose of a conversion, whichever is the later day (the Conversion Date).
8. The board of directors shall notify the office of the Trade Register where the company has its corporate seat of any conversion pursuant to this article within eight days from the Conversion Date.
9. Immediately upon a conversion pursuant to this article the board of directors shall enter the changes in the register of shareholders referred to in article 9 hereof.
148853
|
CNH Global
As referenced in this Articles of Association [Amendment]:
cnh global n.v. – OF
ASSOCIATION
(unofficial translation)
of
CNH Global N.V.
cnh global n.v. – declared that the general meeting of shareholders of the company limited by shares (naamloze vennootschap) CNH Global N.V. , whose corporate seat is in Amsterdam and registered office at World Trade Center Amsterdam
cnh global n.v. – NAME AND CORPORATE SEAT
Article 1
1.
The name of the company is: CNH Global N.V.
2.
It has its corporate seat in Amsterdam.
OBJECTS
Article 2
dt 1594
;
| Bart Theodoor Droge
|
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Certificate of Incorporation
Certificate of Incorporation (35K)
Doc #179140: Click preview link for longer preview.
CERTIFICATE OF INCORPORATION
OF
CNH WHOLESALE RECEIVABLES INC.
FIRST: The name of the corporation is CNH Wholesale Receivables Inc.
(the "Corporation").
SECOND: The address of the Corporation's registered office in the
State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware
19801. The name of its registered agent at such address is CT Corporation.
THIRD: The nature of the business or purpose to be conducted or
promoted by the Corporation is to engage exclusively in the following
activities:
1. to acquire, own, hold, service, sell, assign, pledge, finance,
refinance and otherwise deal with from time to time dealer
floorplan financing contracts, installment sale contracts, sale
contracts, receivables, installment obligations, loans, notes,
invoices or leases arising out of or relating to the financing,
sale or lease of new or used agricultural, construction or other
industrial equipment, parts related thereto, monies due
thereunder, security interests in the equipment financed thereby,
proceeds from claims on insurance policies related thereto and
related agreements, instruments, documents and rights
(collectively, "Receivables");
2. to acquire, own, hold, service, sell, assign, pledge, finance,
refinance and otherwise deal with the collateral securing or
equipment leased under the Receivables, related insurance
policies, agreements with equipment dealers or lessors or other
originators or servicers of Receivables and any proceeds or
further rights associated with any of the foregoing
(collectively, "Related Rights");
3. to deal with the obligors under or servicers of Receivables and
Related Rights;
4. to borrow funds and issue evidences of indebtedness in respect
thereof, and sell and assign Receivables and Related Rights or
interests in Receivables and Related Rights and issue notes,
certificates or evidences of ownership or assignments in respect
thereof, in each case in order to finance and facilitate the
purchase of Receivables and Related Rights and to secure such
borrowings and indebtedness with (and to pledge and grant liens
on and security interests in) Receivables and Related Rights
acquired from time to time and other assets and properties in
which it otherwise has
{Page}
a right, title or interest, provided, that, if the Corporation
has issued any securities (either directly or through a
securitization trust) that are then rated by a nationally
recognized statistical rating organization (a "Rating Agency"),
the Corporation shall not directly borrow funds or issue evidence
of indebtedness other than as permitted by such rated transaction
unless each Rating Agency shall have confirmed in writing that
such action would not cause it to downgrade or withdraw its
rating of any outstanding indebtedness (direct or indirect) then
rated by such Rating Agencies;
5. to enter into one or more agreements relating to such borrowing
of funds and issuing evidences of indebtedness in respect
thereof, in each case referred to in clause (d) above, and the
issuance of such notes, certificates or other evidences of
ownership or assignment, and to enter into credit enhancement
arrangements and agreements with respect thereto and the purchase
and servicing of Receivables and Related Rights and all such
documents, agreements and instruments necessary or appropriate in
connection therewith and to undertake all such duties and
obligations and covenants as may be set forth in such agreements,
documents, and instruments on its part to be performed thereunder
(such agreements, documents and instruments, "Securitization
Agreements");
6. to loan or otherwise invest proceeds from Receivables and Related
Rights and any other income, in either case to the extent
permitted in any Securitization Agreement;
7. to execute, deliver and perform agreements evidencing,
necessitated by or in connection with any and all of the
foregoing;
8. to issue capital stock as provided for herein; and
9. to engage in any lawful act or activity and to exercise any
powers permitted to corporations organized under the General
Corporation Law of the State of Delaware that are incidental to
and necessary, suitable or convenient for the accomplishment of
the purposes specified in clauses (a) through (h) above.
FOURTH: (a) The total number of shares of all classes of capital stock
that the Corporation shall have authority to issue is Two Hundred (200) shares
of common stock, par value $5.00 per share (the "Common Stock").
(b) All voting rights shall be vested in the holders of the Common
Stock, and at each meeting of stockholders of the Corporation,
each holder of Common Stock shall be entitled to one vote for
each share on each matter to come before the meeting.
179140
|
CNH Global
As referenced in this Certificate of Incorporation:
CNH Global N.V. – of (x) either directly
or indirectly, any of the outstanding shares of common
stock of CNH Global N.V. ("CNH Global"), or (y) directly
or indirectly, outstanding shares of common stock of any
dt 28461
;
Mayer Brown
As referenced in this Certificate of Incorporation:
Mayer, Brown – the
Corporation is as follows:
{Table}
{Caption}
Name Mailing Address
{S} {C}
Peter T. Gruszka Mayer, Brown , Rowe & Maw LLP
190 South LaSalle Street
Chicago, IL 60603
{/Table}
SIXTH: (a) The
dt 36207
;
| CNH Wholesale Receivables Inc.
|
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Bylaws
Bylaws (24K)
Doc #304390: Click preview link for longer preview.
CATERPILLAR INC.
BYLAWS
(as amended and restated as of February 11, 2004)
Article I
Offices
Section 1. Registered Office.
The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle, State of Delaware.
Section 2. Other Offices.
The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.
Article II
Stockholders
Section 1. . . .
304390
|
Caterpillar
As referenced in this Bylaws:
CATERPILLAR INC. –
Exhibit 3.3 - Bylaws
EX-3.3 2 ex3-3.htm EXHIBIT 3.3 - BYLAWS
Exhibit 3.3
CATERPILLAR INC.
BYLAWS
(as amended and restated as of February 11, 2004)
Article I
Offices
Section 1. Registered Office.
The registered office of the
_____________
dt 283685
| |
| Subscribers | 2004 |
Bylaws
Bylaws (23K)
Doc #304395: This document is immediately available for purchase, but does not have a preview available for viewing.
304395
|
Caterpillar
As referenced in this Bylaws:
CATERPILLAR INC. –
CATERPILLAR INC
EX-3.3 3 ex_3-3.htm EXHIBIT 3.3 - BYLAWS
EXHIBIT 3.3
CATERPILLAR INC.
BYLAWS
(as amended and restated as of December 10, 2003)
Article I
Offices
Section 1. Registered Office.
The registered office of the
_____________
dt 283690
| |
| Subscribers | 2001 |
By Laws
By Laws (30K)
Doc #426613: This document is immediately available for purchase, but does not have a preview available for viewing.
426613
| | |
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Bylaws
Bylaws (45K)
Doc #426633: Click preview link for longer preview.
BYLAWS
OF
JOY TECHNOLOGIES INC.
A Delaware Corporation
ARTICLE I
OFFICES
SECTION 1.1 Registered Office. The registered office of the Corporation in the State of Delaware shall be located at 30 Old Rudnick Lane, Ste. 100, Dover, Delaware 19901. The name of the Corporation�s registered agent at such address shall be Lexis Document Services. The registered office and/or registered agent of the Corporation may be changed from time to time by action of the Board of Directors.
SECTION . . .
426633
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Bylaws
Bylaws (45K)
Doc #426634: Click preview link for longer preview.
BYLAWS
OF
HARNISCHFEGER CORPORATION
A Delaware Corporation
ARTICLE I
OFFICES
SECTION 1.1 Registered Office. The registered office of the Corporation in the State of Delaware shall be located at 30 Old Rudnick Lane, Ste. 100, Dover, Delaware 19901. The name of the Corporation�s registered agent at such address shall be Lexis Document Services. The registered office and/or registered agent of the Corporation may be changed from time to time by action of the Board of Directors.
. . .
426634
| | |
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Bylaws
Bylaws (49K)
Doc #426762: Click preview link for longer preview.
BYLAWS
OF
AMERICAN ALLOY CORPORATION
An Ohio Corporation
ARTICLE I
OFFICES
SECTION 1.1 Registered Office. The registered office of the Corporation
-----------------
in the State of Ohio shall be located at 5114 Hamilton Avenue, Cleveland, Ohio
44114. The name of the Corporation's registered agent at such address shall be
David Murphy. The . . .
426762
| | |
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Bylaws
Bylaws (49K)
Doc #426763: Click preview link for longer preview.
BYLAWS
OF
AMERICAN LONGWALL FACE CONVEYORS INC.
A Delaware Corporation
ARTICLE I
OFFICES
SECTION 1.1 Registered Office. The registered office of the Corporation in
-----------------
the State of Delaware shall be located at 30 Old Rudnick Lane, Ste. 100, Dover,
Delaware 19901. The name of the Corporation's registered agent at such address
shall be . . .
426763
| | |
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Bylaws
Bylaws (49K)
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BYLAWS
OF
AMERICAN LONGWALL, INC.
A Delaware Corporation
ARTICLE I
OFFICES
SECTION 1.1 Registered Office. The registered office of the Corporation
-----------------
in the State of Delaware shall be located at 30 Old Rudnick Lane, Ste. 100,
Dover, Delaware 19901. The name of the Corporation's registered agent at such
address shall be Lexis . . .
426764
| | |
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Bylaws
Bylaws (49K)
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BYLAWS
OF
AMERICAN LONGWALL REBUILD, INC.
A Delaware Corporation
ARTICLE I
OFFICES
SECTION 1.1 Registered Office. The registered office of the Corporation
-----------------
in the State of Delaware shall be located at 30 Old Rudnick Lane, Ste. 100,
Dover, Delaware 19901. The name of the Corporation's registered agent at such
address shall be Lexis . . .
426765
| | |
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Bylaws
Bylaws (49K)
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BYLAWS
OF
AMERICAN LONGWALL ROOF SUPPORTS, INC.
A New York Corporation
ARTICLE I
OFFICES
SECTION 1.1 Registered Office. The registered office of the Corporation
-----------------
in the State of New York shall be located at 194 State Street, Ste. 608, Albany,
NY 12207. The name of the Corporation's registered agent at such address shall
be Lexis Document . . .
426766
| | |
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Bylaws
Bylaws (49K)
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BYLAWS
OF
BENEFIT, INC.
A Delaware Corporation
ARTICLE I
OFFICES
SECTION 1.1 Registered Office. The registered office of the Corporation in
-----------------
the State of Delaware shall be located at 30 Old Rudnick Lane, Ste. 100, Dover,
Delaware 19901. The name of the Corporation's registered agent at such address
shall be Lexis Document . . .
426767
| | |
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Bylaws
Bylaws (49K)
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BYLAWS
OF
DOBSON PARK INDUSTRIES INC.
A Delaware Corporation
ARTICLE I
OFFICES
SECTION 1.1 Registered Office. The registered office of the Corporation
-----------------
in the State of Delaware shall be located at 30 Old Rudnick Lane, Ste. 100,
Dover, Delaware 19901. The name of the Corporation's registered agent at such
address shall be Lexis . . .
426768
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Bylaws
Bylaws (49K)
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BYLAWS
OF
HARNISCHFEGER CORPORATION
A Delaware Corporation
ARTICLE I
OFFICES
SECTION 1.1 Registered Office. The registered office of the Corporation in
-----------------
the State of Delaware shall be located at 30 Old Rudnick Lane, Ste. 100, Dover,
Delaware 19901. The name of the Corporation's registered agent at such address
shall be Lexis Document . . .
426770
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Bylaws
Bylaws (49K)
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BYLAWS
OF
HARNISCHFEGER CREDIT CORPORATION
A Delaware Corporation
ARTICLE I
OFFICES
SECTION 1.1 Registered Office. The registered office of the Corporation in
-----------------
the State of Delaware shall be located at 30 Old Rudnick Lane, Ste. 100, Dover,
Delaware 19901. The name of the Corporation's registered agent at such address
shall be Lexis . . .
426771
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Bylaws
Bylaws (48K)
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BYLAWS
OF
HARNISCHFEGER TECHNOLOGIES, INC.
A Delaware Corporation
ARTICLE I
OFFICES
SECTION 1.1 Registered Office. The registered office of the Corporation in
-----------------
the State of Delaware shall be located at 30 Old Rudnick Lane, Ste. 100, Dover,
Delaware 19901. The name of the Corporation's registered agent at such address
shall be Lexis . . .
426772
| | |
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Bylaws
Bylaws (48K)
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BYLAWS
OF
HARNISCHFEGER WORLD SERVICES CORPORATION
A Delaware Corporation
ARTICLE I
OFFICES
SECTION 1.1 Registered Office. The registered office of the Corporation
-----------------
in the State of Delaware shall be located at 30 Old Rudnick Lane, Ste. 100,
Dover, Delaware 19901. The name of the Corporation's registered agent at such
address shall be . . .
426773
| | |
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Bylaws
Bylaws (48K)
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BYLAWS
OF
HCHC, INC.
A Delaware Corporation
ARTICLE I
OFFICES
SECTION 1.1 Registered Office. The registered office of the Corporation in
-----------------
the State of Delaware shall be located at 30 Old Rudnick Lane, Ste. 100, Dover,
Delaware 19901. The name of the Corporation's registered agent at such address
shall be Lexis Document . . .
426774
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