ARTICLES OF CORRECTION
The undersigned submits these articles pursuant to Texas Civil
Statutes Article 1302-7.01 to correct a document which is an
inaccurate record of the entity action, contains an inaccurate or
erroneous statement, or was defectively or erroneously executed,
sealed, acknowledged, or verified.
ARTICLE ONE
The name of the entity is Peerless Mfg. Co.
ARTICLE TWO
The document to be corrected is the Articles of Amendment by the
Shareholder to the Articles of Incorporation, As Amended, of Peerless
Mfg. Co. which was filed in the Office of the Secretary of State on
the 4th day of November, 1969.
ARTICLE THREE
The inaccuracy, error, or defect to be corrected is the reference to
Part Four of the Texas Miscellaneous Corporation Laws Act in the
amended Article Two, the purpose clause of the Company, located in
Article II of such Articles of Amendment.
ARTICLE FOUR
As corrected, the inaccurate, erroneous, or defective portion of the
document reads as follows:
ARTICLE TWO
The purpose or purposes for which the Corporation is organized are:
To transact a manufacturing business, including the manufacture of oil
and gas equipment and other engineering specialties of every kind and
character, and to purchase and sell goods, wares and merchandise used
for such business.
In addition, but without being limited by the foregoing, to buy, sell,
and deal in personal property, real property and services.
PEERLESS MFG. CO.
By: /s/ Kent J. Van Houten
-----------------------------
KENT J. VAN HOUTEN SECRETARY
AMENDED AND RESTATED ARTICLES OF INCORPORATION
ARTICLE ONE
Peerless Mfg. Co., pursuant to the provisions of Article 4.07 of the
Texas Business Corporation Act ( TBCA ), hereby adopts restated
articles of incorporation which accurately copy the articles of
incorporation and all amendments thereto that are in effect to date
and as further amended by such restated articles of incorporation as
hereinafter set forth and which contain no other change in any
provision thereof.
ARTICLE TWO
The articles of incorporation of the corporation are amended by the
restated articles of incorporation as follows:
Article Six is amended to increase the authorized shares of Common
Stock of the Company.
ARTICLE THREE
Such amendment made by the restated articles of incorporation has been
effected in conformity with the provisions of the Texas Business
Corporation Act and such restated articles of incorporation and such
amendment made by the restated articles of incorporation were duly
adopted by the shareholders of the corporation on the 20th day of
November, 1997.
ARTICLE FOUR
The number of shares outstanding was 1,451,992, and the number of
shares entitled to vote on the restated articles of incorporation as
so amended was 1,451,992. The number of shares voted for such
restated articles as so amended was 1,127,805; the number of shares
voted against such restated articles as so amended was 232,055; the
number of shares abstaining was 7,200.
ARTICLE FIVE
The articles of incorporation and all amendments and supplements
thereto are hereby superseded by the following restated articles of
incorporation which accurately copy the entire text thereof and as
amended as above set forth:
ARTICLES OF INCORPORATION OF PEERLESS MFG. CO.
ARTICLE ONE
The name of this corporation shall be PEERLESS MFG. CO.
ARTICLE TWO
The purpose or purposes for which the Corporation is organized are:
To transact a manufacturing business, including the manufacture of oil
and gas equipment and other engineering specialties of every kind and
character, and to purchase and sell goods, wares and merchandise used
for such business.
In addition, but without being limited by the foregoing, to buy, sell,
and deal in personal property, real property and services.
ARTICLE THREE
The place where the business of this corporation is to be transacted
is in the City of Dallas, Dallas County, Texas, and elsewhere within
or without the State of Texas, in accordance with the laws of said
State, and its principal place of business shall be in said Dallas
County, Texas.
ARTICLE FOUR
The period of its duration is perpetual.
ARTICLE FIVE
The number of directors is five (5), and the names and addresses of
the current directors are as follows:
Name Address
David D. Battershell 2819 Walnut Hill Lane
Dallas, Texas 75229
Bernard S. Lee 2819 Walnut Hill Lane
Dallas, Texas 75229
Joseph V. Mariner, Jr. 2819 Walnut Hill Lane
Dallas, Texas 75229
Sherrill Stone 2819 Walnut Hill Lane
Dallas, Texas 75229
Donald A. Sillers, Jr. 2819 Walnut Hill Lane
Dallas, Texas 75229
ARTICLE SIX
The aggregate number of shares of all classes of stock which the
Corporation shall have authority to issue is ten million (10,000,000)
consisting of 10,000,000 shares of Common Stock of the par value of
One Dollar ($1.00) per share.
ARTICLE SEVEN
No stockholder of this Corporation shall, by reason of his holding
shares of any class of stock of this Corporation, have any preemptive
or preferential right to purchase or subscribe for any shares of any
class of stock of this Corporation, now or hereafter to be authorized,
or any notes, debentures, bonds or other securities convertible into
or carrying options, warrants or rights to purchase shares of any
class, now or hereafter to be authorized, whether or not the issuance
of any such shares or such notes, debentures, bonds or other
securities would adversely affect the dividend or voting rights of any
such shareholder, other than such rights, if any, as the Board of
Directors, at its discretion, from time to time may grant, and at such
price as the Board of Directors at its discretion may fix; and the
Board of Directors may issue shares of any class of stock of this
Corporation or any notes, debentures, bonds or other securities
convertible into or carrying options, warrants or rights to purchase
shares of any class without offering any such shares of any class or
such notes, debentures, bonds, or other securities either in whole or
in part to the existing shareholders of any class.
ARTICLE EIGHT
The right to accumulate votes in the election of directors, and/or
cumulative voting by any shareholders is hereby expressly denied.
ARTICLE NINE
(a) The corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or
in the right of the corporation), by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including
attorney fees), judgments, fines, and amounts paid in settlement,
actually and reasonably incurred by him in connection with such
action, suit or proceeding, if such person acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal action
or proceedings had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement or conviction, or on plea of nolo
contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action
or proceeding had reasonable cause to believe that his conduct was
unlawful.
(b) The corporation shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of
the corporation to procure judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
a director, officer, agent or employee of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorney fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect to any claim,
issue or manner as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to
the corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that
despite the adjudication of liabilities but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem
proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in sub-sections (a) and
(b), or in defense of any claim, issue or matter therein he shall be
indemnified against expenses (including attorney fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnifications under subsections (a) and (b) (unless ordered
by a court) shall be made by the corporation only as authorized in the
specific case, by reimbursement on a current basis or otherwise, upon
a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in subsections (a) and
(b). Such determination shall be made (1) by the Board of Directors
by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding or (2) by the Board of
Directors, whether interested or disinterested, and whether or not a
quorum is obtainable, if based upon a written opinion of legal
counsel, or (3) by the stockholders.
(e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the
Board of Directors. In the specific case upon receipt of an
undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the corporation as authorized
in this section.
(f) The indemnification provided by this section shall not be deemed
exclusive of any other right to which those seeking indemnification
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested director, or otherwise, both as to action in his
official capacity and as to his action in other capacities while
holding such office and shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
(g) The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity or arising out of his status as such whether
or not the corporation would have the power to indemnify him against
such liability under the provisions of this section.
ARTICLE TEN
This Corporation may enter into contracts and transact business with
one or more of its directors, officers or stockholders, or with any
corporation, firm or association in which any of its directors or
officers are stockholders, directors, officers, employees or are
otherwise interested; and no such contract or other transaction shall
be void or voidable or otherwise affected by reason of such ownership
or directorship or office in such corporation or such interest in such
other firm, corporation or association, notwithstanding that a
director or directors having such interest are present and are counted
for the purpose of determining the existence of a quorum at any
meeting of the Board of directors of the Corporation which acts upon
or in reference to such contract or transaction, and notwithstanding
that the vote of such director or directors shall have been necessary
to authorize, approve, ratify or otherwise obligate the Corporation
upon such contract or transaction; provided, however, that the fact
of such interest shall be disclosed or otherwise known to the Board of
Directors at a meeting of the Board of Directors which acts upon or in
reference to such contract or transaction.
9.14F STATEMENT
The street address of the corporation's initial registered office is
2819 Walnut Hill Lane, Dallas, Texas 75229, and the name of its
initial registered agent at such address is Sherrill Stone.
PEERLESS MFG. CO.
By: /s/ Kent J. Van Houten
-----------------------------
KENT J. VAN HOUTEN SECRETARY