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EXHIBIT 3.7
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
HUNTSMAN PREPARATORY, INC.
(Corporate Name Change)
In accordance with Section 16-10a-1006 of the Utah Revised
Business Corporation Act, HUNTSMAN PREPARATORY, INC., a Utah corporation (the
"Corporation"), hereby declares and certifies as follows:
1. The name of the Corporation is Huntsman Preparatory, Inc.
2. The text of the amendment replacing Article I of the Articles of
Incorporation in its entirety as adopted by the shareholders of the Corporation
(the "Shareholders") is as follows (the "Amendment"):
"RESOLVED, THEREFORE, that Article I of the Articles of
Incorporation of the Corporation shall be and hereby is amended in its entirety
to read as follows:
ARTICLE I
NAME
The name of the corporation is Huntsman KCL Corporation (the
"Corporation")."
3. The Amendment does not provide for an exchange, reclassification, or
cancellation of issued shares of the Corporation.
4. The Amendment was adopted as of October 7, 1999, by the unanimous
written consent of the Shareholders in accordance with the requirements of the
Utah Revised Business Corporation Act and the Bylaws of the Corporation.
5. The Amendment was approved by the Shareholders. The Shareholders
were not entitled to vote in separate voting groups. The designation, number of
outstanding shares, number of votes entitled to be cast, and number of votes
indisputably represented were as follows:
<TABLE>
<CAPTION>
Outstanding Shares, Votes Entitled
Designation To Be Cast, Votes Represented
----------- -----------------------------
<S> <C>
Common Stock 1,000
</TABLE>
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The total number of votes cast for the Amendment was 1,000.
The total number of votes cast against the Amendment was zero. The number of
votes cast for the Amendment was sufficient for approval.
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IN WITNESS WHEREOF, these Articles of Amendment have been
executed by the Corporation as of the 7th day of October, 1999.
HUNTSMAN PREPARATORY, INC.,
a Utah corporation,
By: /s/ Ronald G. Moffitt
Name: Ronald G. Moffitt
Title: Sr. Vice President, Secretary
ADDRESS TO WHICH DIVISION MAY SEND
A COPY UPON COMPLETION OF FILING:
Brent M. Stevenson, Esq.
Parr Waddoups Brown Gee & Loveless
185 South State Street, Suite 1300
Salt Lake City, UT 84111-1536
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ASSIGNMENT
I, Susan Allen, hereby transfer and assign, without
representation or warranty of any kind whatsoever, any and all of my rights,
title, and interests of any kind whatsoever in and to the reserved business name
"Huntsman KCL Corporation" to Huntsman Preparatory, Inc., a Utah corporation,
which corporation is changing its name to "Huntsman KCL Corporation."
Date: October 11, 1999
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ARTICLES OF INCORPORATION
OF
HUNTSMAN PREPARATORY, INC.
The undersigned, acting as incorporator of a corporation under
the Utah Revised Business Corporation Act (the "URBCA"), adopts the following
Articles of Incorporation for such corporation:
ARTICLE I
NAME
The name of the corporation is Huntsman Preparatory, Inc. (the
"Corporation").
ARTICLE II
PURPOSES AND POWERS
The Corporation is organized to engage in any and all lawful
acts, activities, and/or pursuits for which corporations may presently or
hereafter be organized under the URBCA.
The Corporation shall have all powers allowed by law,
including without limitation those powers described in Section 302 of the URBCA.
The purposes stated herein shall be construed as powers as well as purposes and
the enumeration of a specific purpose or power shall not be construed to limit
or restrict the meaning of general terms or the general powers; nor shall the
expression of one thing be deemed to exclude another not expressed, although it
be of like nature.
ARTICLE III
AUTHORIZED SHARES
The aggregate number of shares which the Corporation shall
have authority to issue is Fifty Thousand (50,000) shares of common stock. All
voting rights of the Corporation shall be exercised by the holders of the common
stock and the holders of the common stock of the Corporation shall be entitled
to receive the net assets of the Corporation upon dissolution. All shares of the
common stock shall be fully paid and nonassessable.
ARTICLE IV
REGISTERED OFFICE AND AGENT
The address of the initial registered office of the
Corporation is 500 Huntsman Way, Salt Lake City, Utah 84108, and the name of its
initial registered agent at such address is Robert B. Lence.
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ARTICLE V
OFFICER AND DIRECTOR LIABILITY
1. The Corporation shall indemnify and advance expenses to its
directors, officers, employees, fiduciaries or agents and to any person who is
or was serving at the Corporation's request as a director, officer, partner,
trustee, employee, fiduciary or agent of another domestic or foreign corporation
or other person or of an employee benefit plan (and their respective estates or
personal representatives) to the fullest extent as from time to time permitted
by Utah law.
2. The personal liability of the directors and officers of the
Corporation to the Corporation or its shareholders, or to any third person,
shall be eliminated or limited to the fullest extent as from time to time
permitted by Utah law.
3. Any repeal or modification of this Article V by the shareholders of
the Corporation shall not adversely affect any right or protection of any person
existing at the time of such repeal or modification.
ARTICLE VI
INCORPORATOR
The name and address of the incorporator is as follows:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
500 Huntsman Way
Robert B. Lence Salt Lake City, Utah 84108
</TABLE>
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IN WITNESS WHEREOF, the undersigned, being the incorporator of
the Corporation, hereby executes these Articles of Incorporation and certifies
to the truth of the facts herein stated, this ___ day of September, 1996.
/s/ Robert B. Lence
Robert B. Lence, Incorporator
ACKNOWLEDGEMENT OF REGISTERED AGENT
The undersigned, Robert B. Lence, hereby acknowledges that he
has been named as registered agent of Huntsman Preparatory, Inc., a Utah
corporation to be formed pursuant to the Articles of Incorporation to which this
Acknowledgment is attached, and the undersigned hereby agrees to act as
registered agent of said corporation.
/s/ Robert B. Lence
Robert B. Lence, Registered Agent
MAILING ADDRESS
If, upon completion of filing of the above Articles of
Incorporation, the Division elects to send a copy of the Articles of
Incorporation to the Corporation by mail, the address to which the copy should
be mailed is:
Huntsman Preparatory, Inc.
500 Huntsman Way
Salt Lake City, Utah 84108
Attention: Robert B. Lence
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