EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION OF
PNM RESOURCES, INC.
1
OFFICE OF THE
PUBLIC REGULATION COMMISSION
RESTATED CERTIFICATE OF INCORPORATION
OF
PNM RESOURCES, INC.
3316445
The Public Regulation Commission certifies that duplicate originals of Restated Articles of Incorporation attached hereto, duly signed and verified pursuant to the provisions of the
BUSINESS CORPORATION ACT
(53-11-1 to 53-18-12 NMSA 1978)
have been received by it and are found to conform to law.
Accordingly, by virtue of the authority vested in it by law, the Public Regulation Commission issues this Restated Certificate of Incorporation and attaches hereto a duplicate original of the Restated Articles of Incorporation.
Dated: AUGUST 3, 2006
In testimony whereof, the Public Regulation of the State of New Mexico has caused this certificate to be signed by its Chairman and the seal of said Commission to affixed at the City of Santa Fe.
| /s/Ben R. Lujan | |||
| Chairman | |||
| /s/Ann Echols | |||
| Bureau Chief |
2
RESTATED ARTICLES OF INCORPORATION
OF
PNM RESOURCES, INC.
These Restated Articles of Incorporation are executed in the manner prescribed by the New Mexico Business Corporation Act pursuant to a resolution adopted by the Board of Directors of PNM Resources, Inc. on February 14, 2006. The Restated Articles of Incorporation correctly set forth without change the corresponding provisions of the original Articles of Incorporation of PNM Resources, Inc. (formerly named Manzano Corporation) as filed March 3, 2000, as amended on April 12, 2001, and July 13, 2001, restated on February 22, 2002, and as further amended on June 27, 2005, and June 21, 2006, and supercede the original Articles of Incorporation and all previous amendments and restatements thereto.
ARTICLE I
Name
The name of the Corporation is PNM Resources, Inc.
ARTICLE II
Period of Duration
The period of its duration is perpetual.
ARTICLE III
Purpose
The purposes of the Corporation are to hold the voting securities of other companies and to engage in any other lawful business for which corporations may be incorporated under the laws of the State of New Mexico. The Corporation shall have all the powers that are lawful for a corporation to exercise under New Mexico law.
3
ARTICLE IV
Authorized Number of Shares
A. Authorized Capital Shares. The total number of shares of stock which the Corporation shall have the authority to issue is One Hundred Thirty (130) Million shares, of which One Hundred Twenty (120) Million shares shall be Common Stock, no par value, and Ten (10) Million shares shall be Preferred Stock, no par value. Common Stock and Preferred Stock shall be issued for such minimum consideration as authorized by the Board of Directors.
B. Common Stock. The Board of Directors is authorized by resolution to provide from time to time for the issuance of shares of Common Stock subject to the following restrictions and qualifications:
(1) Dividends. Subject to any rights of holders of Preferred Stock, such dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors may be declared and paid on the Common Stock from time to time from any available funds, property or shares.
(2) Voting Rights. Subject to any rights of holders of Preferred Stock to vote on a matter as a class or series, each outstanding share of Common Stock shall be entitled to one vote on each matter submitted to a vote of holders of Common Stock at a meeting of shareholders. Cumulative voting for the election of directors of the Corporation shall not be permitted.
4
(3) Liquidation, Dissolution or Winding Up. In the event of any liquidation, dissolution or winding up of the Corporation, the holders of Common Stock shall be entitled to receive the net balance of any assets of the Corporation remaining after any distribution of the assets of the Corporation to the holders of Preferred Stock to the extent necessary to satisfy any preferences to the assets.
C. Preferred Stock. The Board of Directors is authorized by resolution to provide from time to time for the issuance of shares of Preferred Stock in series and to fix, from time to time before issuance, the designation, preferences, privileges and voting powers of the shares of each series of Preferred Stock and its restrictions or qualifications, limited to the following:
(1) the serial designation, authorized number of shares and the stated value;
(2) the dividend rate, if any, the date or dates on which the dividends will be payable, and the extent to which the dividends may be cumulative;
(3) the price or prices at which shares may be redeemed, and any terms, conditions and limitations upon any redemption;
(4) the amount or amounts to be received by the holders in the event of dissolution, liquidation, or winding up of the Corporation;
5
(5) any sinking fund provisions for redemption or purchase of shares of any series;
(6) the terms and conditions, if any, on which shares may be converted into, or exchanged for, shares of other capital stock, or of other series of Preferred Stock, of the Corporation; and
(7) the voting rights, if any, for the shares of each series, limited to circumstances when:
(a) the Corporation fails to pay dividends on the applicable series;
(b) a proposed amendment to these Articles would have an adverse impact on the rights and privileges of the preferred stockholders; and
(c) a series of Preferred Stock is convertible into Common Stock, in which case the Board of Directors may confer upon the holders of such Preferred Stock, voting as a single class with holders of Common Stock, the same number of votes to which the number of shares of Common Stock into which the shares of Preferred Stock are convertible are entitled on all matters submitted to a vote of holders of Common Stock at a meeting of shareholders other than for the election of directors; provided, however, that the Board may confer the voting rights described in this clause (c) only to the extent that the aggregate amount of Preferred Stock outstanding with such voting rights is convertible to no more than Twelve (12) Million shares of Common Stock.
6
D. Preemptive Rights. The holders of Common Stock or Preferred Stock shall not have a preemptive right to acquire authorized but unissued shares, securities convertible into shares or carrying a right to subscribe to or acquire shares, except under such terms and conditions as may be provided by the Board of Directors in its sole judgment.
ARTICLE V
Stock Rights and Options
The Board of Directors in its sole judgment may create and issue rights or options entitling the holders, which may include directors, officers or employees of the Corporation, to purchase from the Corporation shares of any class of stock.
ARTICLE VI
Directors
The number of directors of the Corporation shall be as specified in the Bylaws but shall be no less than five (5) and no more than twelve (12). The number of directors may be increased or decreased from time to time as provided in the Bylaws so long as no decrease shall have the effect of shortening the term of any incumbent director.
The initial Board of Directors shall consist of seven members, and the names and addresses of the persons who are to serve as the initial Directors until the first annual meeting of shareholders, or until their successors shall have been elected and qualified, are:
7
Name | Address |
| John T. Ackerman | 165 Sol de Oro Court Corrales, NM 87048 |
| Robert G. Armstrong | 2608 North Washington Roswell, NM 88201 |
| Joyce A. Godwin | 904 Brazos Place SE Albuquerque, NM 87123 |
| Benjamin F. Montoya | Alvarado Square, MS 2824 Albuquerque, NM 87158 |
Theodore F. Patlovich | 11109 Bobcat NE Albuquerque, NM 87122 |
| Robert M. Price | 14579 Grand Ave. S., Suite 100 Burnsville, MN 55306 |
| Jeffry E. Sterba | Alvarado Square, MS 2802 Albuquerque, NM 87158 |
ARTICLE VII
Limitation on Liability
The liability of the directors of the Corporation for monetary damages shall be eliminated or limited to the fullest extent permissible under New Mexico law as may be amended from time to time.
8
ARTICLE VIII
Address of Initial Registered Office and Name of Initial Registered Agent
The address of the Corporation's initial registered office is: Alvarado Square, MS 2822, Albuquerque, NM 87158. The name of the Corporation's initial registered agent at that address is Patrick T. Ortiz.
ARTICLE IX
Incorporator
The name and address of the Incorporator is Public Service Company of New Mexico, Alvarado Square, Albuquerque, New Mexico 87158.
Dated July 31st, 2006.
PNM RESOURCES, INC.
By _/s/_ Jeffry E. Sterba
Jeffry E. Sterba, Chairman,
President and Chief Executive Officer
9