<PAGE> 1
EXHIBIT 3.9
CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF ORGANIZATION
OF
HUNTSMAN PACKAGING OF CANADA, LLC
September 10, 1999
In compliance with Section 48-2b-121(e) of the Utah Limited
Liability Company Act, Huntsman Packaging of Canada, LLC, a Utah limited
liability company (the "Company"), hereby declares and certifies as follows:
1. The name of the Company is Huntsman Packaging of Canada,
LLC.
2. As of September 10, 1999, the sole member of the Company
adopted and approved the following amendment to paragraph 5 of the Articles of
Organization of the Company:
5. Management. The Company shall be managed by
managers. The names and addresses of the managers of the Company are as
follows:
Richard P. Durham
500 Huntsman Way
Salt Lake City, Utah 84108
Jack E. Knott
500 Huntsman Way
Salt Lake City, Utah 84108
Scott K. Sorensen
500 Huntsman Way
Salt Lake City, Utah 84108
Ronald G. Moffitt
500 Huntsman Way
Salt Lake City, Utah 84108
Daren G. Cottle
500 Huntsman Way
Salt Lake City, Utah 84108
<PAGE> 2
IN WITNESS WHEREOF, this Certificate of Amendment has been
executed by the Company as of the date first written above.
HUNTSMAN PACKAGING OF CANADA, LLC,
a Utah limited liability company
By: /s/ Ronald G. Moffitt
Its Vice President, Manager
2
<PAGE> 3
CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF ORGANIZATION
OF
HUNTSMAN PACKAGING OF CANADA , LLC
March ____, 1998
In compliance with Section 48-2b-121(e) of the Utah Limited
Liability Company Act, Huntsman Packaging of Canada, LLC, a Utah limited
liability company (the "Company"), hereby declares and certifies as follows:
1. The name of the Company is Huntsman Packaging of Canada,
LLC.
2. As of March 6, 1998, the sole member of the Company adopted
and approved the following amendment to paragraph 5 of the Articles of
Organization of the Company:
5. Management. The Company shall be managed by
managers. The names and street addresses of the managers of the Company
are as follows:
Richard P. Durham
500 Huntsman Way
Salt Lake City, Utah 84108
Jack E. Knott
500 Huntsman Way
Salt Lake City, Utah 84108
Scott K. Sorensen
500 Huntsman Way
Salt Lake City, Utah 84108
N. Brian Stevenson
500 Huntsman Way
Salt Lake City, Utah 84108
Ronald G. Moffitt
500 Huntsman Way
Salt Lake City, Utah 84108
Daren G. Cottle
500 Huntsman Way
Salt Lake City, Utah 84108
3
<PAGE> 4
IN WITNESS WHEREOF, this Certificate of Amendment has been
executed by the Company as of the date first written above.
HUNTSMAN PACKAGING OF CANADA, LLC,
a Utah limited liability company
By: /s/ Ronald G. Moffitt
Its Manager, Vice President
4
<PAGE> 5
ARTICLES OF ORGANIZATION
OF
HUNTSMAN PACKAGING OF CANADA, LLC
The undersigned, acting as a manager of a limited liability
company under the Utah Limited Liability Company Act, adopts the following
Articles of Organization for such limited liability company.
1. Name. The name of the limited liability company is Huntsman
Packaging of Canada, LLC (the "Company").
2. Period of Duration. The period of duration of the Company
shall be fifty (50) years from the date these Articles of Organization are filed
with the Utah Department of Commerce, Division of Corporations and Commercial
Code.
3. Business Purposes. The business purposes for which the
Company is organized are as follows: (a) to operate a chemicals business and to
own, lease and operate the properties and assets necessary to operate such
chemicals business; (b) to purchase, lease, sell, own and operate, and to
finance the acquisition and operation of, real property and personal property;
(c) to incur indebtedness, secured or unsecured, for any of the purposes of the
Company; (d) to invest and reinvest the assets of the Company in, and to
purchase or otherwise acquire, hold, sell, transfer, exchange or otherwise
dispose of, or realize upon, securities of all types and descriptions and any
other interests in business ventures; (e) to engage in any other lawful business
activity permitted under the laws of the State of Utah; and (f) any other
purposes that are necessary to protect or enhance the properties and assets of
the Company.
4. Registered Office and Registered Agent. The street address
of the Company's initial registered office and the name of the Company's initial
registered agent at such street address are as follows:
Ronald G. Moffitt
500 Huntsman Way
Salt Lake City, Utah 84108
5. Management. The Company shall be managed by managers. The
names and street addresses of the initial managers of the Company are as
follows:
Richard P. Durham
500 Huntsman Way
Salt Lake City, Utah 84108
Jack E. Knott
500 Huntsman Way
Salt Lake City, Utah 84108
5
<PAGE> 6
N. Brian Stevenson
500 Huntsman Way
Salt Lake City, Utah 84108
Ronald G. Moffitt
500 Huntsman Way
Salt Lake City, Utah 84108
6. Substitute Service of Process. The Director of the Utah
Department of Commerce, Division of Corporations and Commercial Code is hereby
appointed as the agent of the Company for service of process if the registered
agent has resigned, the registered agent's authority has been revoked or the
registered agent cannot be found or served with the exercise of reasonable
diligence.
The undersigned hereby affirms that he is a manager of the
Company and that the facts stated in the foregoing Articles of Organization are
true.
/s/ Ronald G. Moffitt
Ronald G. Moffitt
ACKNOWLEDGEMENT OF REGISTERED AGENT
The undersigned, Ronald G. Moffitt, hereby acknowledges that
he has been named as registered agent of Huntsman Packaging of Canada, LLC, a
Utah limited liability company, and hereby agrees to act as registered agent of
said limited liability company.
/s/ Ronald G. Moffitt
Ronald G. Moffitt
6
