CERTIFICATE OF INCORPORATION
OF
FORTUNE NATURAL RESOURCES CORPORATION
THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provision of the General
Corporation Law of the State of Delaware, does hereby certify as follows:
ARTICLE I
NAME
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The name of the Corporation is Fortune Natural Resources
Corporation.
ARTICLE II
REGISTERED OFFICE IN STATE AND REGISTERED AGENT
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The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of the Corporation's registered agent at such registered
office is The Corporation Trust Company.
ARTICLE III
PURPOSE
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The purpose for which the Corporation is organized is to engage
in any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.
ARTICLE IV
CAPITAL STOCK
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Section 1. The Corporation is authorized to issue two classes of
capital stock, designated Common Stock and Preferred Stock. The total number of
shares of stock which the Corporation shall have authority to issue if Forty-Two
Million (42,000,000), consisting of Forty Million (40,000,00) shares of common
stock, par value $.01 per share (the "Common Stock") and Two Million (2,000,000)
shares of preferred stock, par value $1.00 per share (the "Preferred Stock").
Section 2. Authorized and unissued shares of Preferred Stock of
the Corporation may be issued from time to time in one or more series. The Board
of Directors is hereby authorized to issue such shares of Preferred Stock in
such series and to fix from time to time before issuance the number of shares to
be included in any series and the designation, relative powers, preferences and
rights, and the qualifications, limitations or restrictions of all shares of
such series. Without limiting the generality of the foregoing, as to each such
series of Preferred Stock, the Board of Directors is authorized to fix or to
alter the dividend rights, dividend rate, conversion rights, voting rights,
rights and terms of redemption (including sinking fund provisions), the
redemption price or prices, the liquidation preferences, rights to subscribe for
or purchase any securities of the Corporation or any other corporation, and the
number of shares constituting such series or any or all of them, all as shall be
determined from time to time by the Board of Directors and as shall be stated in
a resolution or resolutions providing for the issuance of such Preferred Stock.
The Board of Directors may increase or decrease the number of shares in any such
series after the issuance of shares of that series, but not below the number of
shares of such series then outstanding. Should the number of shares of any such
series be so decreased, the shares constituting such decrease shall resume the
status which they had prior to the adoption of the resolution originally fixing
the number of shares of such series.
Section 3. The number of authorized shares of Preferred Stock may
be increased or decreased (but not below the number of shares then outstanding)
by the affirmative vote of the holders of a majority of the stock of the
Corporation entitled to vote, with all such holders voting as a single class.
Section 4. No holder of shares of capital stock of the
Corporation shall, as such holder, have any right to purchase or subscribe for
any shares of the capital stock of the Corporation or any other security of the
Corporation which it may issue or sell (whether out of the number of shares
authorized by this Certificate of Incorporation, or out of any shares of the
capital stock of the Corporation acquired by it after the issuance thereof, or
otherwise) other than such right, if any, as the Board of Directors in its
discretion, may determine.
Section 5. The Corporation shall not issue any non-voting capital
stock.
Section 6. Each holder of Common Stock of the Corporation
entitled to vote shall have one vote for each share thereof held.
Section 7. The Corporation shall be entitled to treat the person
in whose name any share of its stock is registered as the owner thereof, for all
purposes, and shall not be bound to recognize any equitable or other claim to,
or interest in, such share on the part of any other person, whether or not the
Corporation shall have notice thereof, except as expressly provided by
applicable law.
ARTICLE V
PROVISIONS FOR DEFINING, LIMITING AND
REGULATING CERTAIN POWERS OF THE
CORPORATION AND OF THE DIRECTORS
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Section 1. All of the powers of the Corporations, insofar as the
same may be lawfully vested by this Certificate of Incorporation in the Board of
directors, are hereby conferred upon the Board of Directors of the Corporation.
Section 2. The number of directors of the Corporation shall be
fixed from time to time by or in the manner provided in the Bylaws of the
Corporation, but shall not be less than three. The directors shall be divided as
equally as the total number of directors will permit into three classes. At the
election of the first board of Directors, the directors of the first class shall
be elected for a term of one year; the directors of the second class for a term
of two years; and the directors of the third class for a term of three years. At
each annual election thereafter, the successors to the class of directors whose
terms shall expire that year shall be elected to hold office for the term of
three years, so that one-third of the Board of Directors shall be elected
annually.
Section 3. In furtherance and not in limitation of the powers
conferred by statute, the Board of directors is expressly authorized to adopt,
amend or repeal the Bylaws of the Corporation, except any particular Bylaw which
is specified as not subject to alternation or repeal by the Board of Directors.
Section 4. To the fullest extent permitted by the General
Corporation Law of the State of Delaware as the same exists or may hereafter be
amended, a director of the Corporation shall not be liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director.
Section 5. Any director or the entire board of directors of this
Corporation may be removed, with or without cause, by the holders of a majority
of the shares then entitled to vote at an election of directors; provided,
however, that if the shareholders are then entitled to vote in the election of
directors by cumulative voting, if less than the entire board is to be removed,
no director may be removed without cause if the votes cast against his or her
removal would be sufficient to elect the director if then cumulatively voted at
an election of the class of directors of which he or she is a part; and provided
further that whenever the holders of any class or series of capital stock are
entitled to elect one or more directors, the provisions of this Section shall
apply, in respect to the removal without cause of a director or directors so
elected, to the vote of the holders of the outstanding shares of that class or
series and not to the vote of the outstanding shares as a whole.
ARTICLE VI
AMENDMENTS
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The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute.
ARTICLE VII
The incorporator of the Corporation is Dan E. Pasquini, whose
mailing address is 1661 Lincoln Boulevard, Santa Monica, California 90404.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
May, 1987.
/s/ Dan E. Pasquini
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Dan E. Pasquini
Incorporator