Exhibit 3.45
AMENDED AND RESTATED
NORTH COAST FERTILIZER II, INC.
CLOSE CORPORATION AGREEMENT
This CLOSE CORPORATION AGREEMENT (the "Agreement") amends and restates the
Close Corporation Agreement that was made and entered into effective June 3,
1994, by and between North Coast Fertilizer II, Inc., an Ohio corporation (the
"Corporation"), and Countrymark Cooperative, Inc., an Ohio corporation and both
continues and supercedes the June 3, 1994 agreement.
WHEREAS, the authorized capital stock of the Corporation consists of 850
shares of common stock (the "Shares") with classification, conditions,
restrictions, privileges and par value as follows:
(a) Class A Common. Three Hundred Fifty (350) shares of Class A Common
with par value of Ten Thousand Dollars ($10,000) per share, of which 45 shares
have been issued to Xxxxx X. Xxxxx (Xxxxx) and 45 shares have been issued to
Xxxx X. Xxxx (Xxxx).
(b) Class B Common. Five Hundred (500) shares of Class B Common with par
value of Ten Thousand Dollars ($10,000) per share of which 360 shares have been
issued to Countrymark Cooperative, Inc. (Countrymark Co-op).
NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Close Corporation Agreement. This is a Close Corporation Agreement as
described in Ohio Revised Code ("ORC") Section 1701.591(A) and the Agreement and
the Corporation shall be governed by the provisions of ORC, Section 1701.591.
The
Corporation shall be deemed to be a "close corporation" as contemplated by ORC,
Section 1701.591. This Agreement shall be entered in the minutes of the
proceedings of the shareholders of the Corporation and shall be subject to the
provisions of Section 1701.591(D) of the ORC.
2. Elimination of Board of Directors. The Corporation shall have no
Board of Directors.
3. Shareholder Voting. The authority of the directors of the
Corporation shall be exercised by the shareholders voting on a one share-one
vote basis without regard to stock classification except as expressly stated
otherwise in the Articles of Incorporation. Each matter submitted to a
shareholder vote shall be determined by the vote of the shareholder(s) holding
a simple majority (one more than half) of all the shares entitled to be voted
on the matter. Countrymark Co-op shall be represented in any shareholder vote
by any one of Xxxxxxx X. Xxxxxxx, Xxxxx Xxxxxxxx, or Xxxxxxx X. Xxxxx, or by
any other individual Countrymark Co-op appoints from time to time after giving
notice to the other shareholders. The quorum of shareholders necessary for the
shareholders to take notice under this Agreement shall be at least one Class A
Common shareholder and one Class B Common shareholder participating (either by
voting or by intentional abstention after being given a reasonable opportunity
to vote) in the shareholder vote.
4. No Code of Regulations. The Corporation shall have no code of
regulations. The government of the Corporation, the
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conduct of its affairs, and the management of its property shall be exercised
by the shareholders and shall be subject to provisions of this Agreement.
5. Designation of Officers. Each of the following individuals shall be
appointed to the office opposite his or her name, to serve at the pleasure of
the shareholders until he or she is removed or replaced:
Xxxxx Xxxxxxxx President
Xxxxx X. Xxxxx Vice President and Chief
Executive Officer
Xxxx X. Xxxx Vice President and Chief
Operating Officer
Xxxxxxx X. Xxxxxxx Secretary
Xxxxxxx X. Xxxxx Treasurer
6. Officers Serving in More Than One Capacity. Any individual who holds
more than one office in the Corporation may execute, acknowledge or certify in
more than one capacity any instrument required to be executed, acknowledged or
certified by the holders of two or more offices.
7. Endorsement on Stock Certificates. On the execution of this Agreement
each certificate for shares of stock subject to this Agreement shall be endorsed
with an endorsement clearly indicating that it is subject to this Agreement and
that a copy of this Agreement will be sent to the holder within five (5) days
after receipt of a written request therefore.
All certificates surrendered to the Corporation for said endorsement shall
be returned to the registered owner immediately upon completion of such
endorsement. All shares of the Corporation's capital stock or other securities
hereafter issued to
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any person who becomes bound by this Agreement shall bear the same endorsement
or a similar endorsement.
8. Limitation on Transfer. The Shares and other securities of the
Corporation may not be transferred to any person who does not, by executing a
form of joinder acceptable to the Corporation, agree to become subject to this
Agreement.
9. Amendment. This Agreement may be amended or revoked by the
shareholder(s) of this Corporation holding shares representing four-fifths (4/5)
of the votes entitled to be cast on any matter submitted to the shareholders, it
being the intent and understanding of the parties that all shares of the
Corporation's common stock shall be regarded as one class of stock for this and
other voting purposes.
IN WITNESS WHEREOF, the parties have signed this Agreement this 22 day of
October, 1994.
NORTH COAST FERTILIZER II, INC.
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx, its President
COUNTRYMARK COOPERATIVE, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, its
Senior Vice President
and Secretary
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
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