EXHIBIT 3.i(d)
LIMITED LIABILITY COMPANY AGREEMENT
OF
IMC SULPHUR HOLDINGS LLC
This LIMITED LIABILITY COMPANY AGREEMENT (this "AGREEMENT") of IMC
Sulphur Holdings LLC, a Delaware limited liability company (the "COMPANY"), is
made as of June 5, 2002 (the "EFFECTIVE DATE"), by IMC Phosphates Company, a
Delaware general partnership ("IMC PHOSPHATES").
WHEREAS, IMC Phosphates desires to form the Company pursuant to and in
accordance with the Delaware Limited Liability Company Act (6 DEL. C. Section
18-101, ET SEQ.), as amended from time to time (the "ACT").
NOW, THEREFORE, IMC Phosphates hereby duly adopts this Agreement
pursuant to and in accordance with the Act, and hereby agrees as follows:
1. NAME; CERTIFICATE OF FORMATION. The name of the limited liability
company is IMC Sulphur Holdings LLC. The Certificate of Formation of the Company
dated June 5, 2002 was filed in the office of the Secretary of State of the
State of Delaware on June 5, 2002.
2. DEFINITIONS. Capitalized terms not otherwise defined herein shall have
the meanings set forth therefor in Section 18-101 of the Act.
3. PURPOSE. The Company is formed for the object and purpose of, and the
nature of the business to be conducted and promoted by the Company is, engaging
in any lawful act or activity for which limited liability companies may be
formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.
4. MEMBER PERCENTAGES. The interests of each Member in the Company (the
"MEMBERSHIP INTERESTS") and the business address of each Member are set forth on
SCHEDULE A hereto.
5. REGISTERED OFFICE AND DESIGNATED AGENT FOR SERVICE OF PROCESS. The
registered office of the Company in the State of Delaware shall be located at
c/o The Corporation Trust Company, Corporation Trust Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The registered Agent of the Company for service of
process at such address is The Corporation Trust Company.
6. OFFICERS. The Member hereby appoints the following named persons to be
officers of the Company (the "OFFICERS") and to serve with the title indicated:
NAME TITLE
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President
J. ▇▇▇▇ ▇▇▇▇▇▇ Vice President
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Vice President
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President
E. ▇▇▇▇ ▇▇▇▇ Jr. Treasurer
Rose ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Secretary
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Assistant Treasurer
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Assistant Treasurer
7. POWERS. The business and affairs of the Company shall be managed by
the Member. The Member shall have the power to do any and all acts necessary or
convenient to or for the furtherance of the purposes described herein, including
all powers, statutory or otherwise, possessed by members under the laws of the
State of Delaware.
8. MANAGEMENT. The officers shall have the sole and exclusive power and
authority to act for and bind the Company. The Member shall have the exclusive
right to manage the business and affairs of the Company and may delegate such
management rights, powers, duties and responsibilities to one or more Officers
or such other person or persons designated by them as they may determine,
provided that such delegation shall not cause the Member to cease being a
Member. Pursuant to their discretion to do so under this Section 8, and subject
to any limitations adopted by the Member, the Member hereby delegate to each of
the Officers the nonexclusive power and authority to act as an agent of the
Company and, in such capacity, to bind the Company in the ordinary course of the
Company's business and to execute any and all documents to be signed by the
Company. Notwithstanding the foregoing delegation of power, no Officer shall
have the authority to make any distributions or sell any assets of the Company
without the consent of the Member.
9. DISSOLUTION. The Company shall dissolve, and its affairs shall be
wound up upon the first to occur of the following: (a) the written consent of
the Member, (b) the retirement, resignation, expulsion, insolvency, bankruptcy
or dissolution of any of the Member or the occurrence of any other event which
terminates the continued membership of the Member in the Company, or (c) the
entry of a decree of judicial dissolution under Section 18-802 of the Act.
10. CAPITAL CONTRIBUTIONS. The Member shall make capital contributions to
the Company from time to time, in cash, securities or other property, in amounts
and at times as determined by the Member.
11. DISTRIBUTIONS. Distributions shall be made to the Member at the times
and in the amounts determined by the Member.
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12. UNITS; UNIT CERTIFICATES. The Member's interest in the Company shall
be represented by units owned by the Member ("UNITS"). The Company may in its
discretion issue to the Member, certificates representing the membership
interest held by the Member. The Member hereby agrees that the Units issued by
the Company shall be securities governed by Article 8 of the Uniform Commercial
Code of the State of Delaware (and the Uniform Commercial Code of any other
applicable jurisdiction). Certificates issued by the Company pursuant to this
Section 13 may be signed by any Chairman, President, Vice President, Secretary
or Assistant Secretary of the Company.
13. SINGLE MEMBER LLC; ASSIGNMENTS. The Company shall not admit to the
Company more than one Member at any point in time. The sole Member of the
Company set forth on Schedule A hereto shall not transfer its membership
interest in the Company except by transferring all of its interests in the
Company to one person such that following such transfer such person shall be the
sole Member of the Company.
14. LIABILITY OF MEMBER; INDEMNIFICATION. The Member shall not have any
liability to the Company or any third party for the obligations or liabilities
of the Company except to the extent required by the Act. The Company shall, to
the full extent permitted by applicable law, indemnify and hold harmless the
Member and each Officer against liabilities incurred by it in connection with
any action, suit or proceeding to which it may be made a party or otherwise
involved or with which the Member or such Officer shall be threatened by reason
of its being a Member or Officer or while acting as a Member or Officer on
behalf of the Company or in its interest.
15. GOVERNING LAW. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware, all rights and remedies being governed
by said laws.
16. AMENDMENT. This Agreement may only be amended by a writing duly signed
by the Member.
IN WITNESS WHEREOF, the undersigned has duly executed this Limited
Liability Company Agreement as of the Effective Date.
IMC PHOSPHATES COMPANY
BY: IMC PHOSPHATES MP INC.,
ITS MANAGING GENERAL PARTNER
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
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SCHEDULE A
Name and Address of Member Membership Interest % Ownership Interest
-------------------------- ------------------- --------------------
IMC PHOSPHATES COMPANY 100 units 100%
▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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[SEAL]
CERTIFICATE OF FORMATION
OF
IMC SULPHUR HOLDINGS LLC
This Certificate of Formation is being executed as of June 5, 2002,
for the purpose of forming a limited liability company pursuant to the
Delaware
Limited Liability Company Act, 6 DEL. C. Sections 18-101, ET SEQ.
The undersigned, being duly authorized to execute and file this
Certificate, does hereby certify as follows:
1. NAME. The name of the limited liability company is IMC Sulphur
Holdings LLC (the "Company").
2. REGISTERED OFFICE AND REGISTERED AGENT. The Company's registered
office in the State of
Delaware is located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The registered agent of the
Company for service of process at such address is The Corporation Trust
Company.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
of Formation as of the day and year first above written.
By: /s/ Rose ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------
Rose ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, an Authorized Person
