EX 3.1
RESTATED ARTICLES OF INCORPORATION AS AMENDED (INCORPORATED BY REFERENCE TO
EXHIBIT 3(a) TO THE REGISTRANT'S FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30,
1985)
FILED IN THE OFFICE OF THE SECRETARY OF STATE OF TEXAS OCT 1 1984 CLERK IIS
CORPORATIONS SECTION
ARTICLES OF AMENDMENT TO THE
RESTATED ARTICLES OF INCORPORATION
OF
UNITED SERVICES ADVISORS, INC.
Pursuant to the provisions of the Texas Business Corporation Act. the
undersigned Corporation hereby adopts the following Articles of Amendment to its
Restated Articles of Incorporation.
ARTICLE I
The name of the Corporation is United Services Advisors, Inc.
ARTICLE II
The following amendments to the Restated Articles of Incorporation were
adopted by the shareholders of the Corporation on the 28th day of September
1984.
The amendments delete the provisions of Article Four and add new paragraphs
in substitution therefor, which provide for an increase in the authorized number
of shares of the two classes of common stock, a stock split, an authorization
for the issuance of preferred stock, and a broadening of the restriction against
preemptive rights to include holders of both common and preferred shares. The
Restated Articles of Incorporation are hereby amended as follows:
Article Four of the Restated Articles of Incorporation is hereby amended by
deleting said Article Four in its entirety and by substituting as a new Article
Four the following:
"ARTICLE FOUR
"1. GENERAL. The corporation is authorized to issue one class of Preferred Stock
and two classes of Common Stock, one designated Class A Common Stock and the
other designated Class B Common Stock. The total number of shares which the
corporation is authorized to issue is 15,000,000 shares. The number of shares of
Preferred Stock authorized is 5,000,000 shares, and the par value of each such
share is $1.00. The number of shares of Class A Common Stock authorized is
4,000,000, and the par value of each such shares if $0.05. The number of shares
of Class B Common Stock authorized is 6,000,000 and the par value of each such
share is $0.05.
"2. PREFERRED STOCK.
"2.1 AUTHORIZATION OF DIRECTORS TO DETERMINE CERTAIN RIGHTS. The Board of
Directors is authorized, from time to time, to divide the preferred
Stock into Series, to designate each Series, to fix and determine
separately for each Series any one or more of the following relative
rights and preferences, and to issue shares of any Series then or
previously designated, fixed and determined:
"(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 event of involuntary
liquidation;
"(D) the amount payable upon shares in event of voluntary liquidation;
"(E) 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, the
matters on which the shares can vote, and the contingencies which
make the voting rights effective.)
"2.2. PREFERENCES, POWERS, LIMITATIONS AND RELATIVE RIGHTS.
"(A")GENERAL. Except as provided in this Article Four, all shares of
Preferred Stock shall have preferences, limitations, and relative
rights identical with each other. Except as otherwise expressly
provided by law, shares of Preferred Stock shall have only the
preferences and relative rights expressly stated in this Article
Four.
"(B) DIVIDENDS.
"(1) AMOUNT; TIME. The Preferred Stock at the time outstanding
shall be entitled to receive, when and as declared by the
Board of Directors, out of any funds legally available
therefor, dividends at the rate fixed by the Board of
Directors (pursuant to paragraph 2.1 above), and no more,
payable semi-annually on the 15th day of January and July
each year.
"(2) CUMULATIVITY. Dividends on Preferred Stock shall be
cumulative from date of issue. Cumulations of dividends
shall not bear interest.
"(3) PRIORITY OVER COMMON; RESTRICTION ON PURCHASES OF COMMON. No
dividend shall be declared or paid on any class of Common
Stock, and no shares of any class of Common Stock shall be
purchased by the corporation, unless full dividends on
outstanding Preferred Stock for all past dividend periods
and for the current dividend period shall have been declared
and paid.
"(4) PARITY AMONG SERIES. No dividend shall be declared on any
Series of Preferred Stock: (a) for any dividend period
unless all dividends cumulated for all prior dividend
periods shall have been declared or shall then be declared
at the same time upon all Preferred Stock then outstanding;
of (b( unless a dividend for the same period shall be
declared at the same time upon all Preferred Stock then
outstanding in like proportion to the dividend rate then
declared.
"(C) LIQUIDATION PREFERENCE. In event of dissolution, liquidation, or
winding up of the corporation (whether voluntary or involuntary),
after payment or provision for payment of debts but before any
distribution to the holders of shares of any class of Common
Stock, the holders of each Series of Preferred Stock then
outstanding shall be entitled to receive the amount fixed by the
Board of Directors (pursuant to paragraph 2.1 above) plus a sum
equal to all cumulated but unpaid dividends (whether or not
earned or declared) to the date fixed for distribution, and no
more. All remaining assets shall be distributed pro rata among
the holders of the shares of Class A Common Stock and Class B
Common Stock. If the assets distributable among the holders of
Preferred Stock are insufficient to permit full payment to them,
the entire assets shall be distributed among the holders of the
Preferred Stock in proportion to their respective liquidation
preferences. None of the following events is a dissolution,
liquidation, or winding up within the meaning of this paragraph:
consolidation, merger, or reorganization of the corporation with
any other corporation or corporations, sale of all or
substantially all the assets of the corporation, or any purchase
or redemption by the corporation of any of its outstanding
shares.
"(D) REDEMPTION.
"(1) RIGHT; METHOD. All or any part of any one or more Series of
Preferred Stock may be redeemed at any time or times at the
option of the corporation, by resolution of the Board of
Directors, in accordance with the terms and conditions of
this Article Four and those fixed by the Board of Directors
(pursuant to paragraph 2.1 above). The corporation may
redeem shares of any one or more Series without redeeming
shares of any other Series. If less than all the shares of
any Series are to be redeemed, the shares of the Series to
be redeemed shall be selected ratably or any lot or by any
other equitable method determined by the Board of Directors.
"(2) NOTICE. Notice shall be given to the holders of shares to be
redeemed, either personally or by mail, not less than twenty
(20) nor more than fifty (50) days before the date fixed for
redemption.
"(3) PAYMENT. Redeemed shares shall be paid in cash, the amount
fixed by the Board of Directors (pursuant to paragraph 2.1
above) plus a sum equal to all cumulated by unpaid dividends
(whether or not earned or declared) to the date fixed for
redemption, and no more.
"(4) PROVISION FOR PAYMENT. 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
(i) 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 (ii) by depositing such sum in a bank or trust
company (either one in Texas having capital and surplus of
at least Ten Million Dollars [$10,000,000] according to its
latest statement of condition, or one anywhere in the United
States 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 of
complete the notice of redemption and to pay, on or after
the date fixed for redemption, the redemption price on
surrender of their respective share certificates. The
holders may be evidenced by a list certified by the
corporation (by its president or a vice president and by its
secretary or an assistant secretary) or by its transfer
agent. If the corporation so provides for payment, then from
and after the date fixed for redemption: (a) the shares
shall be deemed to be redeemed, (b) dividends thereon shall
cease to accrue, (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 rights
with respect thereto except the right to receive (without
interest) their proportionate shares of the funds so set
aside or deposited upon surrender of their respective
certificates, and any right to convert such shares which may
exist. Any interest accrued on funds so set aside or
deposited shall belong to the corporation. If the holders of
the 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.
"(5) STATUS OF REDEEMED SHARES. Shares of Preferred Stock which
are redeemed shall be canceled and shall be restored to the
status of authorized but unissued shares.
"(E) PURCHASE. Except as specified in paragraph 2.2B(3) nothing herein
shall limit the right of the corporation to purchase any of its
outstanding shares of Preferred Stock in accordance with law, by
public or private transaction.
"(F")VOTING. Except as fixed by the Board of Directors (pursuant to
paragraph 2.1 above), and except as otherwise expressly provided
by law, all voting power shall be in the Class A Common Stock as
provided for in paragraph 3.2A below, and none in the Preferred
Stock. Where Preferred Stock as a class has voting power, all
Series of Preferred Stock shall be a single class.
"3. COMMON STOCK.
"3.1.PREFERENCES, POWERS, LIMITATIONS, AND RELATIVE RIGHTS. Class A Common
Stock and Class B Common Stock shall have the same powers, preferences
and rights except as limited in this Article Four.
"3.2.CLASS A COMMON STOCK.
"(A) VOTING POWERS. The holders of shares of Class A Common Stock
shall have full voting rights at any annual or special meeting of
the shareholders and as provided for in the Texas Business
Corporation Act.
"(B) CONVERSION RIGHTS. Shares of Class A Common Stock shall be
convertible, at the option of the respective holders thereof,
into shares of Class B Common Stock on a share-for-share basis,
at any time.
"(C) AUTHORIZED SHARES AND PAR VALUE. The number of shares of Class A
Common Stock authorized shall be 4,000,000 shares, each such
share having a par value of $0.05 per share.
"(D) PURCHASE. The corporation has the right to purchase any of its
outstanding shares of Class A Common Stock in accordance with
law, by public or private transaction.
"3.3. CLASS B COMMON STOCK.
"(A) VOTING POWERS. The holders of shares of Class B Common Stock
shall have no power to vote at any annual or special meeting of
the shareholders, except as may be required by the Texas Business
Corporation Act.
"(B) NO CONVERSION RIGHTS. Shares of Class B Common Stock shall not be
convertible into shares of Class A Common Stock.
"(C) AUTHORIZED SHARES AND PAR VALUE. The number of shares of Class B
Common Stock authorized shall be 6,000,000 shares, each such
share having a par value of $0.05 per share.
"(D) PURCHASE. The corporation has the right to purchase any of its
outstanding shares of Class B Common Stock in accordance with
law, by public or private transaction.
"4. DENIAL OF PREEMPTIVE RIGHTS. No holder of shares of any class of the
corporation, Preferred or Common, shall have any preemptive right to subscribe
for or acquire additional shares of the corporation of the same or any other
class, whether such shares shall be hereby or hereafter authorized; and no
holder of shares of any class of the corporation shall have any right to acquire
any shares which may be held in the treasury of the corporation. All such
additional or treasury shares may be sold for such consideration, at such time,
and to such person or persons as the Board of Directors may from time to time
determine."
ARTICLE III
Each such amendment made by these Articles of Amendment to the Restated
Articles of Incorporation has been effected in conformity with the provisions of
the Texas Business Corporation Act, and such amendments were duly adopted by the
shareholders of the Corporation on SEPTEMBER 28, 1994.
ARTICLE IV
The number of shares entitled to vote on the amendments made by these
Articles of Amendment to the Restated Articles of Incorporation, the same
constituting all of the outstanding shares of the Corporation, was 1,069,068
shares of Class A Common Stock. The number of shares of Class A Common Stock
which voted for such amendment was 809,822, and the number of shares of Class A
Common Stock which voted against such amendment was 376.
ARTICLE V
Any exchange, reclassification or cancellation of issued shares provided
for in the amendments shall be effected in the following manner:
Each outstanding shares of Class A Common Stock, of par value of $0.10 per
share, shall become two (2) shares of Class A Common Stock, par value $0.05
per share, effective upon the issuance by the Secretary of the State of
Texas of the Certificate of Amendment to the Restated Articles of
Incorporation, whereupon each outstanding certificate which, prior to the
time of issuance of such Certificate of Amendment to the Restated Articles
of Incorporation, represented shares of Class A Common Stock, par value
$0.10 per share, shall evidence for all purposes two times the number of
shares evidenced by said certificate of Class A Common Stock, par value
$0.05 per share, of the corporation.
ARTICLE VI
The amendments do not effect a change in the amount of stated capital.
IN WITNESS WHEREOF, we have hereunto set our hands this the 28th day of
September, 1984.
UNITED SERVICES ADVISORS, INC.
/S/ CLARK AYLSWORTH PRES)
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Clark Aylsworth, President
/S/ MARY JANE WEBER
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Mary Jane Weber, Secretary
THE STATE OF TEXAS ss.
COUNTY OF BEXAR ss.
Before me, a notary public, on this day personally appeared CLARK AYLSWORTH
and MARY JANE WEBER, known to me to be the persons whose names are subscribed to
the foregoing document, and being by me first duly sworn, declared that the
statements therein contained are true and correct.
Given under my hand and seal of office this 28th day of September, A.D.,
1984
/S/ T. DREW CAUTHORN
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Notary Public in and for
The State of Texas
My commission expires:
8/23/88