EX 3.8
FILED HEREIN - ARTICLES OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION
OF REGISTRANT AMENDING ARTICLE FOUR, INCREASING EXISTING AUTHORIZED AND
OUTSTANDING PREFERRED STOCK OF REGISTRANT
FILED IN THE OFFICE OF THE SECRETARY OF STATE OF TEXAS AUG 07, 1995 CORPORATIONS
SECTION
ARTICLES OF AMENDMENT TO THE
RESTATED ARTICLES OF INCORPORATION
OF
UNITED SERVICES ADVISORS, INC.
Pursuant to the provisions of the Texas Business Corporations 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 amendment to the Restated Articles of Incorporation was
adopted by the shareholders of the Corporation on the 3rd day of August, 1995.
The amendment deletes Article Four, Provision 1. General and substitutes a
new paragraph which increases existing authorized and outstanding preferred
stock of United Services Advisors, Inc.
"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 (collectively referred to herein as
"Common Stock"). The total number of shares which the corporation is authorized
to issue is 11,000,000. The total number of shares of Preferred Stock authorized
is 7,000,000 and the par value of each share is $0.05. The aggregate number of
shares of Class A Common Stock and Class B Common Stock authorized is 4,000,000
and the par value of each share is $0.05. The total number of shares of Class A
Common Stock is 1,750,000 and the par value of each share is $0.05. The total
number of shares of Class B Common Stock is 2,250,000 and the par value of each
shares if $0.05. As provided in Part of 3.4 of this Article Four, the Class B
Common Stock may be converted to Class A Common Stock. If and when the
conversion right of Class B Common Stock is exercised, allowing shares of Class
B Common Stock to be exchanged into Class A Common Stock, the number of
authorized shares of Class B Common Stock shall be reduced by the number of
Class B shares exchanged into Class A Common Stock shares, thereby allowing the
total number of shares of Common Stock authorized and outstanding to remain
constant at all times. Except for the voting and conversion rights set forth in
Parts 3.1 and 3.4 of this Article Four, all other rights and preferences of the
Common Stock are equal.
ARTICLE III
The 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 amendment was duly adopted by the
holders of the Corporation's Class A and Class B Common Stock and Preferred
Stock on August 3, 1995 at a Special Meeting of Shareholders called for the
purpose of increasing the number of authorized preferred stock.
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 Class A Common Stock of the
Corporation, was 570,779 shares of Common Stock and Class B Common Stock of the
Corporation was 1,000,000 shares of Common Stock. The number of shares of Class
A Common Stock which voted for such amendment was 536,038; the number of shares
of Class A Common Stock which voted against such amendment was 752 and 0 number
of shares abstained. The number of shares of Class B Common Stock which voted
for such amendment was 1,000,000 shares, none voted against and no abstentions.
The number of shares entitled to vote on the amendment made by these Articles of
Amendment to the Restated Articles of Incorporation, the same constituting all
of the outstanding shares of Preferred Stock of the Corporation, was 4.991,495
of Preferred Stock. The number of shares of Preferred Stock which voted for such
amendment was 3,582,573, 253,225 shares voted against and 32,020 shares
abstained.
ARTICLE VI
The amendment does not effect a change in the amount of the stated capital.
IN WITNESS WHEREOF, we have hereunto set our hands this 3rd day of August,
1995.
UNITED SERVICES ADVISORS, INC.
BY:/S/ FRANK E. HOLMES
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Frank E. Holmes, President
BY:/S/ CHARLES W. LUTTER, JR.
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Charles W. Lutter, Jr., Secretary
STATE OF TEXAS
COUNTY OF BEXAR
Before me, a Notary Public, on this day personally appeared FRANK E. HOLMES
and CHARLES W. LUTTER, JR., 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 3rd day of August, 1995.
/S/ Cynthia L. Neathery
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Notary Public, State of Texas
My Commission Expires: 7-21-98
S E A L