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EXHIBIT 3.23
State of California
SECRETARY OF STATE
CORPORATION DIVISION
I, BILL JONES, Secretary of State of the State of California, hereby
certify:
That the annexed transcript was prepared by and in this office from the
record on file, of which it purports to be a copy, and that it is full, true and
correct.
IN WITNESS WHEREOF I execute this certificate and affix the Great Seal of
the State of California this May 19, 1998.
/s/ Bill Jones
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Bill Jones
Secretary of State
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ARTICLES OF INCORPORATION
OF
WESTERN MAGNESIUM CORP.
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FIRST: That the name of the corporation is WESTERN MAGNESIUM CORP.
SECOND: That the specific business in which the said corporation will
primarily engage is:
To engage in the business of purchasing, developing, manufacturing,
compounding, refining, distributing, selling, exploiting and using, and in every
way deal in, manufacture, distill, treat, prepare, analyze, synthesize and
produce chemicals of every kind, chemical materials, substances and products
including acids, alkalis, and salts and their compounds.
The general purposes and powers of the corporation are:
To establish, build, lease as lessee, purchase or otherwise acquire,
operate, maintain, improve, sell or otherwise dispose of, convey, mortgage,
pledge, and lease as lessor, refineries, factories, mills, shops, offices,
laboratories, structures, and works of all kinds.
To manufacture, purchase or otherwise acquire, own, mortgage, pledge, sell,
assign and transfer, or otherwise dispose of, to invest, trade, deal in and deal
with, goods, wares and merchandise and real and personal property of every class
and description.
To acquire and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property and to undertake or assume
the whole or any part of the obligations or liabilities of any person, firm,
association or corporation.
To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trade-marks and trade names, relating to
or useful in connection with any business of this corporation.
To acquire, subscribe for, hold, own, pledge and otherwise dispose of and
vote shares of stock, bonds and securities of any other corporation, domestic or
foreign.
To become a promoter, a partner (either general or limited or both), a
member, an associate, a joint venture or a manager of other business enterprises
or partnerships or ventures, and to enter into agreements of partnership with
individuals or other corporations, for the purpose of carrying on any business,
which would be proper or convenient in connection with the purposes of the
corporation.
To enter into, make and perform contracts of every kind and description
with any person firm, association, corporation, municipality, county, state,
body politic or government or colony or dependency thereof, conducive to the
attainment of any of the objects or purposes of the corporation.
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To borrow money and issue bonds, debentures, notes and evidences of
indebtedness and to secure the payment or performance of its obligations by
mortgage, deed of trust, pledge or otherwise.
To purchase, hold, sell and transfer the shares of its own capital stock so
far as may be permitted by the laws of the State of California.
To have one or more offices within or without the State of California, to
carry on all or any of its operations and business and, without restriction or
limit as to amount, to purchase or otherwise acquire, hold, own, mortgage, sell,
convey or otherwise dispose of real and personal property of every class arid
description in any of the states, districts, territories or colonies of the
United States, and in any and a11 foreign countries, subject to the laws of such
state, district, territory, colony or country.
The foregoing clauses shall be construed both as objects and powers and it
is hereby expressly provided that the foregoing enumeration of specific powers
shall not be held to limit or restrict in any manner the powers of the
corporation.
In general, to carry on any other business in connection with the
foregoing, and to have and exercise all the powers conferred by the State of
California upon corporations formed under the laws of the State of California.
THIRD: That the county in which the principal office for the transaction of
the business of said corporation is located is San Diego County, State of
California.
FOURTH: The number of its directors is three (3). The name and address of
each person appointed to act as a first director is as follows:
NAME ADDRESS
MARIS KRUZE 277 Park Avenue,
New York, New York 10017
JOHN L. VAUGHAN 277 Park Avenue,
New York, New York 10017
FRANK SIMMONS 277 Park Avenue,
New York, New York 10017
The number of directors may be changed from time to time by a by-law fixing
or changing the number duly adopted by the shareholders.
FIFTH: The total number of shares which the corporation is authorized to
issue is one thousand (1,000); all of such shares shall be without par value.
Such shares may be issued for such consideration as from time to time may
be determined by the board of directors.
SIXTH: Subject to the right of shareholders to adopt, amend or repeal
by-laws, by-laws may be adopted, amended, or repealed by the board of directors,
except a by-law or amendment thereof changing the authorized number of
directors.
SEVENTH: This corporation reserves the right to amend, alter, change or
repeal any provision contained in these articles of incorporation in the manner
now or
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hereafter prescribed by statute, and all rights conferred upon shareholders
herein are granted subject to this reservation.
IN WITNESS WHEREOF, for the purpose of forming this corporation under the
laws of the State of California each of the undersigned, including each person
appointed to act as a first director of this corporation, has executed these
articles of incorporation this 22nd day of December, 1975.
/s/ Maris Kruze
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Maris Kruze, Incorporator-Director
/s/ John L Vaughan
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John L. Vaughan. Incorporator-Director
/s/ Frank Simmons
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Frank Simmons, Incorporator-Director
STATE OF NEW YORK ss
COUNTY OF NEW YORK
On this 22nd day of December, 1975, before me, a notary public in and for
the county and state aforesaid, personally appeared MARIS KRUZE, JOHN L. VAUGHAN
and FRANK SIMMONS, known to me to be the persons whose names are subscribed to
and who executed the within instrument, and acknowledged to me that they
executed the same.
IN WITNESS WHEREOF, I have hereto set my hand and affixed my official seal
the day and year above written.
/s/
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Notary Public
