ARTICLES OF AMENDMENT TO THE
RESTATED ARTICLES OF INCORPORATION
OF QUESTAR CORPORATION
Pursuant to the provisions of the Utah Business Corporation Act,
the Undersigned Corporation adopts the following Articles of
Incorporation to its Restated Articles of Incorporation:
FIRST: The name of the Corporation is Questar Corporation.
SECOND: The following amendment to the Restated Articles of
Incorporation was adopted by the shareholders of the Corporation on
May 19, 1998, in the manner presented by the Utah Business Corporation
Act:
The first sentence of Article IV was amended to read as follows:
The aggregate number of shares that the Corporation shall have
authority to issue is Three Hundred Sixty Million (360,000,000) of
which Three Hundred Fifty Million (350,000,000) shares shall be common
stock without par value (hereinafter called "Common Stock"), Five
Million (5,000,000) shares shall be Class A Preferred Stock without
par value (hereinafter called "Class A Preferred Stock"); and Five
Million (5,000,000) shares shall be Class B Preferred Stock without
par value (hereinafter called "Class B Preferred Stock").
THIRD: The number of shares of the Corporation outstanding as
of the record date for the annual meeting of shareholders at which
time the shareholders voted on the amendment was 41,122,825 and the
number of shares entitled to vote was 41,122,825.
FOURTH: The designated number of outstanding shares of each
class entitled to vote on the amendment as a class was 41,122,825
shares of common stock without par value. The Corporation has no
other stock outstanding.
FIFTH: The number of shares voting in favor of the amendment
to Article IV was 27,521,912, or approximately 67 percent of the
outstanding shares of the Corporation's common stock. A total of
8,294,903 shares were voted against the amendment to Article IV.
SIXTH: The amendment does not provide for an exchange,
reclassification or cancellation of issued shares. All of the
Company's outstanding shares of common stock, without par value, shall
be converted into the same number of shares of common stock without
par value.
SEVENTH: The amendment does not provide for a change in the
amount of stated capital.
IN WITNESS WHEREOF, the undersigned president and Secretary of
the Corporation have set their hands this 19th day of May, 1998.
Attest: QUESTAR CORPORATION
/s/Connie C. Holbrook By /s/R. D. Cash
Connie C. Holbrook R. D. Cash
Secretary Chairman, President, and
Chief Executive officer
ACKNOWLEDGMENT
State of Utah )
: ss.
County of Salt Lake )
I, Lucille L. Curtis, a notary public, do hereby certify that on
May 19, 1998, personally appeared before me R. D. Cash personally know
to me to be the Chairman, President and Chief Executive Officer of
Questar Corporation, and that the statements contained therein are
true.
/s/ Lucille L. Curtis
Notary Public
My Commission Expires: Residing at Salt Lake City, Utah
August 27, 1999
RESTATED ARTICLES OF INCORPORATION
OF
QUESTAR CORPORATION
In accordance with the provisions of the Utah Business
Corporation Act and pursuant to a resolution duly adopted by its Board
of Directors, Questar Corporation hereby adopts the following Restated
Articles of Incorporation.
ARTICLE I
The name of said Corporation shall be Questar Corporation.
ARTICLE II
The time of said Corporation's duration and the period for
which it shall exist shall be perpetual.
ARTICLE III
The pursuit of business agreed upon and for which said
Corporation is formed is:
1. To engage in any business involving energy and energy
related matters, including the production, purchase, sale, storage,
transportation, distribution and marketing of oil, gas, petroleum
chemicals, petrochemicals, hydrocarbons, coal, ores, metals and other
minerals and mineral solutions and any and all other natural resources
and the derivatives, products and by-products thereof, and, in such
connection, to search, prospect and explore for oil, gas, petroleum,
coal, ores, metals, minerals and any and all other natural resources
and to produce, manufacture, reduce, refine, prepare, distill and
otherwise deal in and with the same and their derivatives, products
and by-products; to lay down, construct, maintain and operate
pipelines, tubes, tanks, pump stations, compressor stations, gas
purification and dehydration plants, gasoline plants, connections,
fixtures, storage houses and reservoirs and such machinery, apparatus,
devices and arrangements as may be necessary to operate the same; to
own, hold, use and occupy such lands, rights of way, easements,
franchises, buildings, plants and structures as may be necessary to
accomplish the objects or purposes aforesaid; and in general to engage
in such other activity as may in any way relate to or be used or
useful in connection with any one or more of the foregoing businesses.
2. To purchase or otherwise acquire or assume, through
subsidiary corporations or otherwise, as a holding company, the
properties, real, personal and mixed, rights, privileges, primary and
secondary franchises, licenses and certificates of convenience and
necessity of any corporation.
3. To engage in any lawful act or activity for which
corporations may be organized under the laws of the State of Utah.
ARTICLE IV
The aggregate number of shares which the Corporation shall
have authority to issue is One Hundred Eighty-Five Million
(185,000,000) shares of which One Hundred Seventy-Five Million
(175,000,000) shares shall be common stock without par value
(hereinafter called "Common Stock"); Five Million (5,000,000) shares
shall be Class A Preferred Stock without par value (hereinafter called
"Class A Preferred Stock"); and Five Million (5,000,000) shares shall
be Class B Preferred Stock without par value (hereinafter called
"Class B Preferred Stock"). The Company shall not issue any shares of
Class A Preferred Stock or Class B Preferred Stock, if, after giving
effect to such issue and the redemption or retirement of any shares of
Class A Preferred Stock or Class B Preferred Stock being redeemed or
retired concurrently therewith, the aggregate of the amounts payable
upon all outstanding shares of Class A Preferred Stock and Class B
Preferred Stock in the event of involuntary liquidation, exclusive of
accrued dividends, shall exceed One Hundred Million Dollars
($100,000,000.00).
The following is a statement of the voting powers and of the
designations, preferences, limitations, and relative rights of the
Class A Preferred Stock and Class B Preferred Stock and of the
qualifications, limitations and restrictions thereof, except to the
extent to be fixed by the Board of Directors as hereinafter provided.
1. Class A Preferred Stock. Shares of Class A Preferred
Stock may be issued from time to time in one or more series as may
from time to time be determined by the Board of Directors, each of
said series to be distinctly designated. All shares of any one series
of Class A Preferred Stock shall be alike in every particular. All
shares of Class A Preferred Stock shall be identical except as to the
following rights and preferences, as to which there may be variations
between different series: the rate of dividend, whether shares may be
redeemed and, if so, the redemption price and terms and conditions of
redemption, the amount payable upon shares in the event of voluntary
and involuntary liquidation, sinking fund provisions, if any, for
redemption or purchase of shares and the terms and conditions, if any,
on which shares may be converted. So far as is not inconsistent with
these Articles of Incorporation and to the full extent now or
hereafter permitted by the laws of Utah, there is hereby expressly
vested in the Board of Directors of this Corporation the authority to
issue one or more series of Class A Preferred Stock and to fix in the
resolution or resolutions providing for the issue of such stock
adopted by the Board of Directors of this Corporation the designation
of such series, the relative rights and preferences thereof, and the
qualifications, limitations or restrictions of such series, including,
but without limiting the generality of the foregoing, the following:
(a) The distinctive designation of, and the number of
shares of Class A Preferred Stock which shall constitute, such
series;
(b) The rate and time at which, and the terms and
conditions upon which, dividends, if any, on Class A Preferred
Stock of such series shall be paid, the extent of the preference
or relation, if any, of such dividends to the dividends payable
on any other class or classes, and whether such dividends shall
be cumulative or non-cumulative;
(c) The right, if any, of the holders of Class A
Preferred Stock of such series to convert the same into, or
exchange the same for, shares of any other class or classes or of
any series of the same or any other class or classes of stock of
the Corporation and the terms and conditions of such conversion
or exchange;
(d) Whether or not Class A Preferred Stock of such
series shall be subject to redemption, and the redemption price
or prices and the time or times at which, and the terms and
conditions upon which, Class A Preferred Stock of such series may
be redeemed;
(e) The rights, if any, of the holders of Class A
Preferred Stock of such series upon the voluntary or involuntary
liquidation of the Corporation;
(f) The terms of the sinking fund or redemption or
purchase account, if any, to be provided for the Class A
Preferred Stock of such series; and
(g) The voting powers, if any, of the holders of such
series of Class A Preferred Stock which may, without limiting the
generality of the foregoing, include the right, voting as a
series by itself or together with other series of Class A
Preferred Stock or all series of Class A Preferred Stock as a
class, to elect one or more directors of the Corporation if there
shall have been a default in the payment of dividends on any one
or more series of Class A Preferred Stock or under such other
circumstances and on such conditions as the Board of Directors
may determine.
2. Class B Preferred Stock. Shares of Class B Preferred
Stock may be issued from time to time in one or more series as may
from time to time be determined by the Board of Directors, each of
said series to be distinctly designated. All shares of any one series
of Class B Preferred Stock shall be alike in every particular. All
shares of Class B Preferred Stock shall be identical except as to the
following rights and preferences, as to which there may be variations
between different series: the rate of dividend, whether shares may be
redeemed and, if so, the redemption price and terms and conditions of
redemption, the amount payable upon shares in the event of voluntary
and involuntary liquidation, sinking fund provisions, if any, for
redemption or purchase of shares and the terms and conditions, if any,
on which shares may be converted. So far as is not inconsistent with
these Articles of Incorporation and to the full extent now or
hereafter permitted by the laws of Utah, there is hereby expressly
vested in the Board of Directors of this Corporation the authority to
issue one or more series of Class B Preferred Stock and to fix in the
resolution or resolutions providing for the issue of such stock
adopted by the Board of Directors of this Corporation the designation
of such series, the relative rights and preferences thereof, and the
qualifications, limitations or restrictions of such series, including,
but without limiting the generality of the foregoing, the following:
(a) The distinctive designation of, and the number of
shares of Class B Preferred Stock which shall constitute, such
series;
(b) The rate and time at which, and the terms and
conditions upon which, dividends, if any, on Class B Preferred
Stock of such series shall be paid, the extent of the preference
or relation, if any, of such dividends to the dividends payable
on any other class or classes, and whether such dividends shall
be cumulative or non-cumulative;
(c) The right, if any, of the holders of Class B
Preferred Stock of such series to convert the same into, or
exchange the same for, shares of any other class or classes or of
any series of the same or any other class or classes of stock of
the Corporation and the terms and conditions of such conversion
or exchange;
(d) Whether or not Class B Preferred Stock of such
series shall be subject to redemption, and the redemption price
or prices and the time or times at which, and the terms and
conditions upon which, Class B Preferred Stock of such series may
be redeemed;
(e) The rights, if any, of the holders of Class B
Preferred Stock of such series upon the voluntary and involuntary
liquidation of the Corporation;
(f) The terms of the sinking fund or redemption or
purchase account, if any, to be provided for the Class B
Preferred Stock of such series; and
(g) The voting powers, if any, of the holders of such
series of Class B Preferred Stock which may, without limiting the
generality of the foregoing, include the right, voting as a
series by itself or together with other series of Class B
Preferred Stock or all series of Class B Preferred Stock as a
class, to elect one or more directors of the Corporation if there
shall have been a default in the payment of dividends on any one
or more series of Class B Preferred Stock or under such other
circumstances and on such conditions as the Board of Directors
may determine.
ARTICLE V
The Corporation will not commence business until
consideration of a value of at least one thousand dollars ($1,000) has
been received for the issuance of shares.
ARTICLE VI
Stockholders shall have no preemptive rights to acquire any
securities of the Corporation.
ARTICLE VII
In furtherance but not in limitation of the powers conferred
by the statutes of the State of Utah, the Board of Directors without
the authority, consent, vote or other action of the stockholders, or
any of them, is expressly authorized:
From time to time, as and when, and upon such terms and
conditions as it may determine, to issue any part of the authorized
capital stock of the Corporation, without being required to offer such
stock on a pro rata basis to the stockholders of the Corporation.
To purchase, or otherwise acquire for the Corporation, any
property, rights or privileges which the Corporation is authorized to
acquire at such price or consideration and generally upon such terms
and conditions as it deems fit.
In its discretion to pay for any property or rights acquired
by the Corporation, either wholly or partly in money, stock, bonds,
debentures, or other securities of the Corporation.
From time to time to fix and vary the amount of the working
capital, and to direct and determine the use and disposition of any
surplus or net profits, over and above the capital stock paid in; and
in its discretion to use and apply any such surplus or accumulated
profits in acquiring the bonds or other obligations or shares of the
capital stock of this Corporation to such an extent and in such manner
and upon such terms as the Board of Directors shall deem expedient,
but no funds or property of the Corporation shall be used for the
purchase of its own shares of capital stock when such use would cause
any impairment of the capital of the Corporation, and shares of its
capital stock, when acquired by the Corporation may, from time to
time, successively be resold and repurchased.
To issue and sell, pledge or otherwise dispose of bonds,
debentures or other obligations of the Corporation from time to time,
without limitation as to amount, for any of the objects or purposes of
the Corporation, and, if desired, to secure the same of any thereof by
mortgage, pledge, deed of trust or otherwise, upon all or any part of
the property of every kind of the Corporation, and to cause the
Corporation to guarantee bonds, debentures, dividends or other
obligations of other corporations.
At any time, or from time to time, to sell, assign,
transfer, convey, lease or otherwise dispose of the whole or any part
of the property and assets of every kind and nature of the Corporation
upon such terms and conditions as the Board of Directors may deem
expedient for the best interests of the Corporation.
To cause the Corporation to be licensed or recognized in any
state, county, city or other municipality of the United States, the
territories thereof, the District of Columbia, colonial possessions or
territorial acquisitions, and in any foreign country, and in any town,
city or municipality thereof, to conduct its business and have one or
more offices therein.
To make, alter, amend or rescind the Bylaws of the
Corporation.
To authorize and cause to be executed, mortgages and liens
upon the real and personal property of the Corporation.
From time to time to determine whether and to what extent,
and at what time and place and under what conditions and regulations,
the accounts and books of this Corporation (other than the stock
ledger) or any of them, shall be open to the inspection of the
stockholders, and no stockholder shall have any right to inspect any
account or book or document of this Corporation, except as permitted
by statute of the State of Utah or authorized by the Board of
Directors.
The Corporation may, in its Bylaws, confer powers additional
to the foregoing upon the Directors in addition to the powers and
authority expressly conferred upon them by statute.
ARTICLE VIII
The names of the incorporators of said Corporation are as
follows:
Name Address
Glenn H. Robinson 850 Northcrest Drive
Salt Lake City, Utah 84103
Margaret M. Boevers 3735 South 3100 East
Salt Lake City, Utah 84109
Stephen E. Parks 4940 Sommet Drive
Salt Lake City, Utah 84117
ARTICLE IX
The address of said Corporation's initial registered office
and the name of its initial registered agent at such address are:
Glenn H. Robinson
850 Northcrest Drive
Salt Lake City, Utah 84103
ARTICLE X
The number of directors constituting the initial Board of
Directors shall be three (3), and the names and addresses of the
persons who are to serve as directors until the first annual meeting
of stockholders and until their successors are elected and qualified
are:
Name Address
Glenn H. Robinson 850 Northcrest Drive
Salt Lake City, Utah 84103
Margaret M. Boevers 3735 South 3100 East
Salt Lake City, Utah 84109
Stephen E. Parks 4940 Sommet Drive
Salt Lake City, Utah 84117
ARTICLE XI
1. Effective as of the initial annual meeting of
stockholders, there shall be thirteen (13) directors of the
Corporation, notwithstanding any other provision of these Articles of
Incorporation or of the Bylaws.
2. The directors, except those hereinbefore named as initial
directors and those chosen to fill a vacancy for an unexpired term,
must be elected by the stockholders at the regular annual stockholders
meeting, or, if not held, at any special meeting of the stockholders
called for that purpose. As to the directors elected at the initial
annual meeting of stockholders, the first class of directors shall
hold office for an initial term of one (1) year, the second class of
directors shall hold office for an initial term of two (2) years, and
the third class of directors shall hold office for an initial term of
three (3) years, expiring, respectively, at the first, second and
third annual meetings of stockholders held after such initial annual
meeting of stockholders. Thereafter, each class shall hold office for
terms expiring at the third annual meeting of stockholders following
the most recent election of such class. Notwithstanding any other
provision of these Articles of Incorporation or of the Bylaws, any
director or directors, including the entire Board of Directors, may be
removed at any time, but only with cause and by the affirmative vote
of at least two-thirds of the issued and outstanding stock of the
Corporation that is entitled to vote for the election of directors,
and no qualification for the office of director that may be provided
for in the Articles of Incorporation or the Bylaws shall apply to any
director in office at the time such qualification was adopted or to
any successor appointed by the remaining directors to fill the
unexpired portion of the term of such director.
No director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for any
breach of fiduciary duty by such director as a directory, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders; (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing
violation of law; (iii) for any transaction from which the director
derived an improper personal benefit; or (iv) for any action that
would result in statutory liability of the director under Section
16-10-44 of the Utah Code Annotated. Any repeal or modification of
this paragraph by the stockholders shall be prospective only and shall
not adversely affect any limitation on the personal liability of a
director of the Corporation for acts or omissions occurring prior to
the effective date of such repeal or modification.
ARTICLE XII
The Corporation reserves the right to amend, alter, change or
repeal any provisions contained in the Articles of Incorporation in
the manner now or hereafter prescribed by statute, and all rights
conferred upon stockholders herein are granted subject to this
reservation. Nevertheless, and in addition to any other provision of
these Articles of Incorporation, the Bylaws, or statutes, the
affirmative vote of eighty percent of the issued and outstanding
capital stock of the Corporation that is entitled to vote for the
election of directors shall be required for the deletion of language
in or any amendment to Article XI, this Article XII, or Article XIV or
for any amendment to these Articles of Incorporation or to the Bylaws
(unless such amendment to the Bylaws is approved by the Directors in
accordance with the Bylaws) that would restrict or limit the power or
authority of the Board of Directors or any other officer or agent of
the Corporation; that would vest any powers of the Corporation in any
other officer or agent other than the Board of Directors or officers
and agents appointed by or under the authority of the Board of
Directors; that would require the approval of any stockholders in
order for the Board of Directors or any officer or agent to take any
action; or that would change the quorum requirement for any meeting of
the Board of Directors, the vote by which it must act in connection
with any matter, the manner of calling or conducting meetings of
Directors, or the place of such meetings.
ARTICLE XIII
The private property of the stockholders shall not be liable
for any obligations or debts of the Corporation.
ARTICLE XIV
1. The affirmative vote of the holders of not less than
eighty percent of the outstanding shares of capital stock of the
Corporation entitled to vote shall be required for the approval or
authorization of any "Business Combination" (as hereinafter defined)
involving a "Related Person" (as hereinafter defined); provided,
however, that the eighty percent voting requirement shall not be
applicable if:
(a) The "Continuing Directors" (as hereinafter defined)
of the Corporation by a two-thirds vote have expressly approved such
Business Combination either in advance of or subsequent to such
Related Person's having become a Related Person; or
(b) The following conditions are satisfied:
(i) The aggregate amount of the cash and the "Fair
Market Value" (as hereinafter defined) of the property, securities or
"Other Consideration" (as hereinafter defined) to be received per
share by all holders of capital stock of the Corporation in the
Business Combination, other than the Related Person involved in the
Business Combination, is not less than the "Highest Per Share Price"
or the "Highest Equivalent Price" (as hereinafter defined) paid by the
Related Person in acquiring any of its holdings of the Corporation's
capital stock; and
(ii) A proxy statement complying with the
requirements of the Securities Exchange Act of 1934, as amended,
whether or not the Corporation is then subject to such requirements
shall have been mailed to all stockholders of the Corporation for the
purpose of soliciting stockholder approval of the Business
Combination. The proxy statement shall contain at the front thereof,
in a prominent place, the position of the Continuing Directors as to
the advisability (or inadvisability) of the Business Combination and,
if deemed advisable by a majority of the Continuing Directors, the
opinion of an investment banking firm selected by the Continuing
Directors as to the fairness of the terms of the Business Combination,
from the point of view of the holders of the outstanding shares of
capital stock of the Corporation other than any Related Person.
Such eighty percent vote shall be required notwithstanding the
fact that no vote may be required or that a lesser percentage may be
specified by law or in any agreement with any national securities
exchange or otherwise.
2. For purposes of this Article XIV:
(a) The term "Business Combination" shall mean (i) any
merger, consolidation or share exchange of the Corporation or a
subsidiary of the Corporation with or into a Related Person, in each
case without regard to which entity is the surviving entity; (ii) any
sale, lease, exchange, transfer or other disposition, including
without limitation a mortgage or any other security device, of all or
any "Substantial Part" (as hereinafter defined) of the assets of the
Corporation (including without limitation any voting securities of a
subsidiary of the Corporation) or a subsidiary of the Corporation to
or with a Related Person (whether in one transaction or series of
transactions); (iii) any sale, lease, exchange, transfer or other
disposition, including without limitation a mortgage or any other
security device, of all or any Substantial Part of the assets of a
Related Person to the Corporation or a subsidiary of the Corporation;
(iv) the issuance, transfer or delivery of any securities of the
Corporation or a subsidiary of the Corporation by the Corporation or
any of its subsidiaries to a Related Person (other than an issuance or
transfer of securities which is effected on a pro rata basis to all
stockholders of the Corporation); (v) any recapitalization or
reclassification of securities (including any reverse stock split)
that would have the effect of increasing the voting power of a Related
Person; (vi) the issuance or transfer by a Related Person of any
securities of such Related Person to the Corporation or a subsidiary
of the Corporation (other than an issuance or transfer of securities
which is effected on a pro rata basis to all stockholders of the
Related Person); (vii) the adoption of any plan or proposal for the
liquidation or dissolution of the Corporation proposed by or on behalf
of a Related Person; or (viii) any agreement, plan, contract or other
arrangement providing for any of the transactions described in this
definition of Business Combination.
(b) The term "Related Person" shall mean and include any
individual, partnership, corporation or other person or entity which,
as of the record date for the determination of stockholders entitled
to notice of and to vote on any Business Combination, or immediately
prior to the consummation of such transaction, together with its
"Affiliates" and "Associates" (as defined in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934 as in
effect at the date of the adoption of this Article XIV by the
stockholders of the Corporation (collectively, and as so in effect,
the "Exchange Act")), are "Beneficial Owners" (as defined in Rule
13d-3 of the Exchange Act) in the aggregate of 10% or more of the
outstanding shares of any class of capital stock of the Corporation,
and any Affiliate or Associate of any such individual, corporation,
partnership or other person or entity. Notwithstanding any provision
of Rule 13d-3 to the contrary, an entity shall be deemed to be the
Beneficial Owner of any share of capital stock of the Corporation that
such entity has the right to acquire at any time pursuant to any
agreement, or upon exercise of conversion rights, warrants or options,
or otherwise.
(c) The term "Substantial Part" shall mean more than 20%
of the fair market value, as determined by two-thirds of the
Continuing Directors, of the total consolidated assets of the
Corporation and its subsidiaries taken as a whole as of the end of its
most recent fiscal year ended prior to the time the determination is
being made.
(d) The term "Other Consideration" shall include,
without limitation, Common Stock or other capital stock of the
Corporation retained by stockholders of the Corporation other than
Related Persons or parties to such Business Combination in the event
of a Business Combination in which the Corporation is the surviving
corporation.
(e) The term "Continuing Director" shall mean a Director
who is unaffiliated with any Related Person and either (i) was a
member of the Board of Directors of the Corporation immediately prior
to the time the Related Person involved in a Business Combination
became a Related Person or (ii) was designated (before his or her
initial election or appointment as Director) as a Continuing Director
by a majority of the then Continuing Directors.
(f) The terms "Highest Per Share Price" and "Highest
Equivalent Price" as used in this Article XIV shall mean the
following: if there is only one class of capital stock of the
Corporation issued and outstanding, the Highest Per Share Price shall
mean the highest price that can be determined to have been paid at any
time by the Related Person for any share or shares of that class of
capital stock. If there is more than one class of capital stock of
the Corporation issued and outstanding, the Highest Equivalent Price
shall mean with respect to each class and series of capital stock of
the Corporation, the amount determined by a majority of the Continuing
Directors, on whatever basis they believe is appropriate, to be the
highest per share price equivalent of the Highest Per Share Price that
can be determined to have been paid at any time by the Related Person
for any share or shares of any class or series of capital stock of the
Corporation. In determining the Highest Per Share Price and Highest
Equivalent Price, all purchases by the Related Person shall be taken
into account regardless of whether the shares were purchased before
or after the Related Person became a Related Person. Also, the
Highest Per Share Price and the Highest Equivalent Price shall include
any brokerage commissions, transfer taxes, soliciting dealers' fees
and other expenses paid by the Related Person with respect to the
shares of capital stock of the Corporation acquired by the Related
Person. In the case of any Business Combination with a Related
Person, the Continuing Directors shall determine the Highest Per Share
Price and the Highest Equivalent Price for each class and series of
capital stock of the Corporation.
(g) The term "Fair Market Value" shall mean (i) in the
case of stock, the highest closing sale price during the 30-day period
immediately preceding the date in question of a share of such stock on
the Composite Tape for New York Stock Exchange-Listed Stocks, or, if
such stock is not quoted on the Composite Tape, on the Exchange, on
the principal United States securities exchange registered under the
Securities Exchange Act of 1934 on which such stock is listed, or, if
such stock is not listed on any such exchange, the highest closing bid
quotation with respect to a share of such stock during the 30-day
period preceding the date in question on the National Association of
Securities Dealers, Inc., Automated Quotation System or any system
then in use, or if no such quotations are available, the fair market
value on the date in question of a share of such stock as determined
by a two-thirds vote of the Continuing Directors in good faith; and
(ii) in the case of property other than stock or cash, the fair market
value of such property on the date in question as determined by a
two-thirds vote of the Continuing Directors in good faith.
3. The determinations of the Continuing Directors as to Fair
Market Value, Highest Per Share Price, Highest Equivalent Price, and
the existence of a Related Person or a Business Combination shall be
conclusive and binding.
4. Nothing contained in this Article XIV shall be construed
to relieve any Related Person from any fiduciary obligation imposed by
law.
5. The fact that any Business Combination complies with the
provisions of paragraph 1(b) of this Article XIV shall not be
construed to impose any fiduciary duty, obligation or responsibility
on the Board of Directors, or any member thereof, to approve such
Business Combination or recommend its adoption or approval to the
stockholders of the Corporation, nor shall such compliance limit,
prohibit or otherwise restrict in any manner the Board of Directors,
or any member thereof, with respect to evaluations of or actions and
responses taken with respect to such Business Combination.
6. Notwithstanding any other provisions of these Articles of
Incorporation or the Bylaws of the Corporation, the affirmative vote
of the holders of not less than eighty percent of the outstanding
shares of capital stock shall be required to amend, alter, change or
repeal, or adopt any provisions inconsistent with, this Article XIV.
The foregoing Restated Articles of Incorporation correctly set
forth without change the corresponding provisions of the Restated
Articles of Incorporation as previously amended and supersede the
Restated Articles of Incorporation as amended.
Dated this 24th day of May, 1991.
QUESTAR CORPORATION
By: /s/R. D. Cash
R. D. CASH
President
By: /s/Connie C. Holbrook
CONNIE C. HOLBROOK
Secretary
State of Utah )
: ss.
County of Salt Lake)
I, Patricia C. Naisbitt, a Notary Public, hereby certify that
on the 24th day of May, 1991, personally appeared before me R. D. CASH
and CONNIE C. HOLBROOK, who each being by me first duly sworn,
declared that they are the President and Secretary, respectively, of
QUESTAR CORPORATION, that they are the persons who signed the
foregoing document and that the statements therein contained are true
and correct.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
24th day of May, 1991.
/s/Patricia C. Naisbitt
NOTARY PUBLIC, Residing in Salt
Lake County, Utah
My Commission Expires: 1-1-93