ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
TIPPERARY CORPORATION
ARTICLE ONE
The name of the corporation is Tipperary Corporation.
ARTICLE TWO
The following amendment to the Articles of Incorporation was adopted on
January 25, 2000.
Article Four is amended in its entirety which shall read as follows:
ARTICLE FOUR
The total number of shares of all classes of stock which the Corporation
shall have authority to issue is seventy million (70,000,000) shares, consisting
of ten million (10,000,000) shares of Cumulative Preferred Stock of the par
value of one dollar ($1.00) per share, ten million (10,000,000) shares of
Non-cumulative Preferred Stock of the par value of one dollar ($1.00) per share,
and fifty million (50,000,000) shares of Common Stock of the par value of two
cents ($.02) per share. The Cumulative Preferred Stock and Non-cumulative
Preferred Stock are sometimes hereinafter referred to jointly as the "Preferred
Stock" and shall be equal in rights and preferences and in all respects
identical except as specifically set forth in the preferences, limitations and
relative rights of the Preferred Stock. The preferences, limitations and
relative rights of the Preferred Stock and Common Stock shall be as follows:
(A) PREFERRED STOCK
(1) The shares of each class of Preferred Stock may be divided into and
issued in series. Each such series shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes, and all shares
of the Preferred Stock shall be identical, except as set forth in Section 3(a)
and Section 4 hereof and as to the following relative rights and preferences, as
to which there may be variations between different series:
(a) The rate of dividend:
(b) The price at, and the terms and conditions on which, shares may
be redeemed;
(c) The amount payable upon shares in the event of involuntary
liquidation;
(d) The amount payable upon shares in the event of voluntary
liquidation;
(e) Mandatory or optional sinking fund provisions, if any, for the
redemption or purchase of shares;
(f) The terms and conditions on which shares may be converted, if the
shares of any series are issued with the privilege of conversion; and
(g) Voting rights, including the number of votes per share, or any
fraction thereof, the matters on which such shares can vote and the
contingencies which make such voting rights effective.
(2) The Board of Directors of the Corporation is hereby authorized, from
time to time, by resolution or resolutions providing for the issuance thereof,
to divide the shares of Cumulative Preferred Stock and Non-cumulative Preferred
Stock into and to establish series thereof, to designate each such series, to
fix and determine the relative rights and preferences of the shares of any
series so established, and to issue and sell any and all of the authorized and
unissued shares of Preferred Stock as shares of any series thereof established
by action of the Board of Directors pursuant hereto.
(3) Except as specifically noted, the following provisions shall apply to
all shares of the Preferred Stock irrespective of class or series:
(a) To the extent that the resolution or resolutions creating any
series of either class of Preferred Stock shall provide that any dividends shall
be paid thereon, the holders of Preferred Stock of each such class and series
shall be entitled to receive on the dates and for the periods hereafter
specified by the Board of Directors, dividends in cash, payable when, if , and
as declared by the Board of Directors out of any funds legally available
therefor, at such rates as shall be determined by the Board of Directors for
the respective series, from the date upon which such shares shall have been
originally issued.
(i) With respect to Cumulative Preferred Stock, such dividends
if any, shall be cumulative from the date of issue, and no dividend (other than
a dividend payable in Common Stock of the Corporation) or other distribution
shall be paid or declared or made on, and no amounts shall be applied to the
purchase or redemption of, Non-cumulative Preferred Stock, the Common Stock or
any other class of stock ranking junior to the Cumulative Preferred Stock as to
dividends or assets unless: (i) full cumulative dividends for all past dividend
periods shall have been paid or declared and set apart for payment, and full
dividends for the then current dividend period shall have been or simultaneously
therewith shall be paid or declared and set apart for payment on outstanding
Cumulative Preferred Stock of all series entitled to receive dividends at the
rates determined for the respective series; and (ii) after giving effect to such
payment of dividends, other distribution, purchase, or payment of dividends,
other distribution, purchase, or redemption, the aggregate capital of the
Corporation applicable to all capital stock of the Corporation then outstanding,
plus the consolidated earned and capital surplus of the Corporation, shall
exceed the aggregate amount payable on involuntary dissolution, liquidation or
winding up of the Corporation on all shares of the Preferred Stock and all stock
ranking prior to or on a parity with the Preferred
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Stock as to dividends or assets outstanding after the payment of such dividends,
other distribution, purchase, or redemption. Accumulations of dividends shall
not bear interest. Dividends shall not be paid or declared and set apart for
payment on the Cumulative Preferred Stock of any one series for any dividend
period unless dividends have been or are contemporaneously paid or declared and
set apart for payment on the Cumulative Preferred Stock of all series entitled
thereto for all dividend periods terminating on the same or earlier date.
(ii) With respect to Non-cumulative Preferred Stock, no dividend
(other than a dividend payable in Common Stock of the Corporation) or other
distribution shall be paid or declared or made on, and no amounts shall be
applied to the purchase or redemption of the Common Stock or any other class of
stock ranking junior to the Non-cumulative Preferred Stock as to dividends or
assets unless (i) full cumulative dividends for all past dividend periods shall
have been paid or declared and set apart for payment, and full dividends for the
then current dividend period shall have been or simultaneously therewith shall
be paid or declared and set apart for payment, on outstanding Cumulative
Preferred Stock of all series entitled to receive dividends at the rates
determined for the respective series, (ii) full dividends for the then current
dividend period shall have been or simultaneously therewith shall be paid or
declared and set apart for payment, on outstanding Non-cumulative Preferred
Stock of all series entitled to receive dividends at the rates determined for
the respective series, and (iii) after giving effect to such payment of
dividends, other distribution, purchase, or redemption, the aggregate capital of
the Corporation applicable to all capital stock of the Corporation then
outstanding, plus the consolidated earned and capital surplus of the
Corporation, shall exceed the aggregate amount payable on involuntary
dissolution, liquidation or winding up of the Corporation on all shares of the
Preferred Stock and all stock ranking prior to or on a parity with the Preferred
Stock as to dividends or assets outstanding after the payment of such dividends,
other distribution, purchase, or redemption. Dividends shall not be paid or
declared and set apart for payment on the Non-cumulative Preferred Stock of any
one series for any dividend period unless dividends have been or are
contemporaneously paid or declared and set apart for the payment on Non-
cumulative Preferred Stock of all series entitled thereto for all dividend
periods terminating on the same or earlier date.
(b) In the event of any dissolution, liquidation or winding up of the
Corporation, whether voluntarily, or involuntarily, the holders of Preferred
Stock of each class and series then outstanding, without any preference for the
shares of any class or series of Preferred Stock over the shares of any other
class or series of Preferred Stock, shall be entitled to receive in cash out of
the assets of the Corporation, whether capital or surplus or otherwise, before
any distribution of the assets shall be made to the holders of Common Stock or
of any other class of stock ranking junior to the Preferred Stock as to
dividends or assets, the amount determined by the Board of Directors, pursuant
to the authority granted in Paragraph (A)(2) of this Article, to be payable on
the shares of such series in the event of voluntary or involuntary dissolution,
liquidation or winding up, as the case may be, together, in all cases involving
the Cumulative Preferred Stock with unpaid accumulated dividends, if any,
whether such dividends are earned, declared or otherwise, to the date fixed on
all shares of the Preferred Stock. In the event of such voluntary or
involuntary dissolution, liquidation or winding up, as the case may be, then the
assets available for payment shall be distributed ratably
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among the holders of the Preferred Stock of all classes and series in accordance
with the amounts so determined to be payable on the shares of each series in the
event of voluntary or involuntary dissolution, liquidation or winding up, as the
case may be, in proportion to the full preferential amounts, together with any
and all dividend arrearages to which they are respectively entitled. After
payment to the holders of the Preferred Stock of the full preferential amounts
hereinbefore provided for, the holders of Preferred Stock will have no other
rights or claims to any of the remaining assets of the Corporation either upon
distribution of such assets or upon dissolution, liquidation, or winding up.
The sale of all or substantially all of the property of the Corporation to, or
the merger, consolidation or reorganization of the Corporation into or with, any
other corporation, or the purchase or redemption by the Corporation of the
shares of its Preferred Stock or its Common Stock or any other class of its
stock shall not be deemed to be a distribution of assets or a dissolution,
liquidation or winding up for the purposes of this paragraph.
(c) So long as full cumulative dividends on all outstanding shares of
Cumulative Preferred Stock for all dividend periods ending on or prior to the
date fixed for redemption and full dividends on all outstanding shares of Non-
cumulative Preferred Stock for the then current dividend period shall have been
paid or declared and set apart for payment and subject to any applicable
requirements of Texas law, the Corporation may: (i) at the option of the Board
of Directors of the Corporation, redeem the whole or any part of the shares of
any class or series of Preferred Stock determined by it to be redeemable
pursuant to the authority granted in Paragraph (A) (2) of this Article, and
without redeeming the shares of any other class or series thereof; or (ii)
redeem the whole or any part of any class or series of Preferred Stock to meet
any sinking fund requirement determined pursuant to the authority granted in
Paragraph (A) (2) of this Article, and without redeeming the shares of any
other class or series thereof, in each case on the terms and conditions and at
the redemption price so determined for such series, plus the amount of unpaid
accumulated dividends, if any, to the date of such redemption. All such
redemptions of Preferred Stock shall be effected in accordance with the
procedure for redemptions set forth in the Texas Business Corporation Act in
effect at the times of such redemptions.
On or before the date fixed for redemption, the Corporation may provide for
payment of a sum sufficient to redeem the shares called for redemption either
(1) by setting aside the sum, separate from its other funds, in trust for the
benefit of the holders of the shares to be redeemed; or (2) by depositing such
sum in a bank or trust company (either such a financial institution located in
Texas having capital and surplus of at least ten million dollars ($10,000,000)
according to its latest statement of condition, or in such other financial
institution which is now or hereafter duly appointed and acting as transfer
agent of the Corporation) as a trust fund, with irrevocable instructions and
authority to the bank or trust company to give or complete the notice of
redemption and to pay, on or after the date fixed for redemption, the redemption
price on surrender of certificates evidencing the shares of Preferred Stock
called for redemption. From and after the date fixed for redemption, (a) the
shares shall be deemed to be redeemed; (b) dividends thereon shall cease to
accumulate; (c) such setting aside or deposit shall be deemed to constitute
full payment for the shares; (d) the shares shall no longer be deemed to be
outstanding; (e) the holders thereof shall cease to be shareholders with respect
to such shares; and (f) the holders shall have no right with respect thereto,
except the
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right to receive their proportionate shares of the funds set aside pursuant
hereto or deposited upon surrender of the respective certificates, and any right
to convert such shares which may exist. Any interest accrued on funds set aside
or deposited pursuant hereto shall belong to the Corporation. If the holders of
shares do not, within six (6) years after such deposit, claim any amount so
deposited for redemption thereof, the bank or trust company shall upon demand
pay over to the Corporation the balance of the funds so deposited and the bank
or trust company shall thereupon be relieved of all responsibility to such
holders.
(d) So long as full cumulative dividends on all outstanding shares of
Cumulative Preferred Stock for all dividend periods and full dividends on all
shares of Non-cumulative Preferred Stock for the then current dividend period
ending on or prior to the date of purchase shall have been paid or declared and
set apart for payment and subject to any applicable requirements of Texas law,
the Corporation may purchase, directly or indirectly, shares of Preferred Stock
of any class or series to the extent of the aggregate of unrestricted capital
surplus and unrestricted reduction surplus available therefor.
(e) Upon any issue for money or other consideration of any stock of
the Corporation that may be authorized from time to time, or treasury stock, no
holder of Preferred Stock shall have any preemptive or other right to subscribe
for, purchase, or receive any proportionate or other share of the stock so
issued, but rather the Board of Directors may dispose of all or any portion of
such stock as and when it may determine, free of any such rights, whether by
offering the same to shareholders or by sale to other disposition as said Board
of Directors may deem advisable.
(4) Voting Powers
(a) Except as provided by law, as set forth herein or as may be
provided with respect to any series by the Board of Directors pursuant to the
authority granted in Paragraph (A) (2) of this Article, the holders of Preferred
Stock shall not have any right to vote for any purpose or on any matter
whatsoever, all such voting power being vested exclusively in the shares of
Common Stock. Holders of Preferred Stock shall not be entitled to receive
notice of any meeting of shareholders of the Corporation at which they are not
entitled to vote.
(b) The holders of shares of any and all series of Cumulative
Preferred Stock outstanding on the record date for any such meeting of the
shareholders shall be entitled to vote, as a single class, upon any proposed
amendment to these Articles of Incorporation, if such amendment would: (i)
increase or decrease the aggregate number of authorized shares of Cumulative
Preferred Stock; (ii) increase or decrease the par value of shares of Cumulative
Preferred Stock; (iii) effect an exchange, reclassification, or cancellation of
all or a part of the shares of Cumulative Preferred Stock; (iv) effect an
exchange, or create a right of exchange, of all or any part of the shares of
another class into shares of Cumulative Preferred Stock; (v) change the
designations, preferences, limitations, or relative rights of any series of
Cumulative Preferred Stock at the time outstanding in those respects in which
the shares thereof vary from shares of other series of Cumulative Preferred
Stock at the time outstanding; (vi) change the shares of Cumulative Preferred
Stock, whether with
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or without par value, into the same or a different number of shares either with
or without par value, of the same class or another class or classes; (vii)
create a new class of Preferred Stock having rights and preferences equal,
prior, or superior to the shares of the Cumulative Preferred Stock, or increase
the rights and preferences of any class having rights, and preferences equal,
prior or superior to the shares of the Cumulative Preferred Stock, or increase
the rights and preferences of any class having rights or preferences later or
inferior to the shares of the Cumulative Preferred Stock in such a manner as to
become equal, prior or superior to the shares of the Cumulative Preferred Stock;
or (viii) cancel or otherwise affect accumulated but undeclared dividends on the
shares of Cumulative Preferred Stock, and no such proposed amendment shall be
deemed to have been adopted and approved without the affirmative vote of holders
of that number of shares of Cumulative Preferred Stock then outstanding which
shall be required pursuant to the provisions of the Texas Business Corporation
Act in effect at the time of such vote.
(c) The holders of shares of any and all series of Non-cumulative
Preferred Stock outstanding on the record date for any such meeting of the
shareholders shall be entitled to vote, as a single class, upon any proposed
amendment to these Articles of Incorporation, if such amendment would: (i)
increase or decrease the aggregate number of authorized shares of Non-cumulative
Preferred Stock; (ii) increase or decrease the par value of shares of Non-
cumulative Preferred Stock; (iii) effect an exchange, reclassification, or
cancellation of all or a part of the shares of Non-cumulative Preferred Stock;
(iv) effect an exchange, or create a right of exchange, of all or any part of
the shares of another class into shares of Non-cumulative Preferred Stock; (v)
change the designations, preferences, limitations, or relative rights of any
series of Non-cumulative Preferred Stock at the time outstanding in those
respects in which the shares thereof vary from shares of other series of
Non-cumulative Preferred Stock at the time outstanding; (vi) change the shares
of Non-cumulative Preferred Stock, whether with or without par value, into the
same or a different number of shares either with or without par value, of the
same class or another class or classes; or (vii) create a new class of
Preferred Stock having rights and preferences equal, prior, or superior to the
shares of the Non-cumulative Preferred Stock, or increase the rights and
preferences of any class having rights and preferences equal, prior or superior
to the shares of the Non-cumulative Preferred Stock, or increase the rights and
preferences of any class having rights or preferences later or inferior to the
shares of the Non-cumulative Preferred Stock, and no such proposed amendment
shall be deemed to have been adopted and approved without the affirmative vote
of holders of that number of shares of Non-cumulative Preferred Stock then
outstanding which shall be required pursuant to the provisions of the Texas
Business Corporation Act then in effect at the time of such vote.
(d) The holders of shares of any and all classes and series of
Preferred Stock outstanding on the record date fixed for any such meeting of the
shareholders shall be entitled to vote, as a single class, upon any resolution
authorizing: (i) any plan of merger or consolidation involving the Corporation;
(ii) the dissolution of the Corporation; and (iii) the sale, lease, exchange, or
other disposition of all, or substantially all, of the property and assets of
the Corporation, if not made in the regular course of business, and no such
resolution shall be deemed to have been adopted and approved without the
affirmative vote of holders of that number of shares of Preferred Stock
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then outstanding which shall be required pursuant to the provisions of the Texas
Business Corporation Act in effect at the time of such vote.
(B) COMMON STOCK
(1) Dividends
Subject to the provisions of Paragraph (A)(3)(a) of this Article, and after
making such provisions, if any, as may be required for any mandatory sinking
fund applicable to any class or series of Preferred Stock, cash dividends may be
paid on the Common Stock to the exclusion of the Preferred Stock as and when
declared by the Corporation out of any funds legally available for the payment
of cash dividends.
(2) Voting Rights
The holders of shares of Common Stock issued and outstanding, except where
otherwise provided by law or by these Articles of Incorporation, shall have and
possess the exclusive rights to notice of stockholders' meetings and the
exclusive voting rights and powers. Each holder of Common Stock shall be
entitled to cast one vote for each share of stock registered in the name of the
holder on the books of the Corporation.
(3) Distribution of Assets
In the event of any dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, after there shall have been paid
or set aside in cash for the holders of Preferred Stock the full preferential
amounts, together with any and all dividend arrearages, to which they are
entitled pursuant to the provisions of Part (A) of this Article, the funds,
assets, and property of the Corporation shall be distributed pro rata to the
holders of Common Stock.
ARTICLE THREE
This amendment does not effect any change in stated capital.
ARTICLE FOUR
The number of shares of Common Stock of the Corporation outstanding and
entitled to vote at the time of adoption of the amendment was 15,152,157.
There were no other shares of the Corporation entitled to vote at the time of
adoption of the amendment.
ARTICLE FIVE
The number of shares of Common Stock voted for was 12,934,453; the number
of shares of Common Stock voted against such amendment was 1,269,026. The
shares voting for the amendment
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were sufficient to adopt the amendment under the Texas Business Corporation Act
and the Articles of Incorporation of the Corporation.
Dated: January 25, 2000 TIPPERARY CORPORATION
By: /s/ David L. Bradshaw
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David L. Bradshaw, President and
Chairman of the Board
/s/ Elaine R. Treece
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Elaine R. Treece, Secretary
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