AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
REGAN HOLDING CORP.
The undersigned, LYNDA L. REGAN and R. PRESTON PITTS, do hereby certify as
follows:
1. They are the President and Secretary, respectively, of Regan Holding
Corp., a California corporation (the "Corporation").
2. The Articles of Incorporation of the Corporation are amended and
restated in their entirety to read in full as follows:
"ONE. The name of the Corporation is Regan Holding Corp.
TWO. The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the trust
company business or the practice of a profession permitted to be
incorporated by the California Corporations Code.
THREE. The Corporation is authorized to issue One Hundred Million
(100,000,000) shares of Common Stock of one class, in such series and
amounts and under such terms and conditions as the Board of Directors shall
decide pursuant to resolution or as may be set forth in the Articles of
Incorporation of the Corporation. The Corporation is also authorized to
issue One Hundred Million (100,000,000) shares of Preferred Stock in such
series and amounts and under such terms and conditions as the Board of
Directors shall decide pursuant to resolution or as may be set forth in the
Articles of Incorporation of the Corporation.
FOUR. Series A Common Stock.
(a) Designation and Definitions. There is hereby authorized a series
of Common Stock of the Corporation, the shares of which shall be designated
and known as "Series A Common Stock." The number of shares constituting the
Series A Common Stock shall be Forty Five Million (45,000,000) shares. Such
number of shares may be increased or decreased by resolution of the Board
of Directors; provided, however, that no decrease shall reduce the number
of shares of Series A Common Stock to a number less than the number of
Series A Common Stock then outstanding plus the number of shares reserved
for issuance upon the exercise of outstanding options, rights or warrants
or upon the conversion of any outstanding securities issues by the
Corporation convertible into Series A Common Stock.
(b) Voting Rights. Each outstanding share of Series A Common Stock is
entitled to one vote upon any matter submitted to a vote of shareholders of
the Corporation. The holder of each share of Series A Common Stock shall
vote as one class with holders of each other series of Common Stock upon
any such matter submitted to a vote of shareholders, except those matters
which would adversely affect the holders of the Series A Common Stock in a
different manner than other series of Common Stock of the Corporation.
(c) Dividends. The holders of the Series A Common Stock shall be
entitled to receive distributions out of any funds legally available
therefor, payable pro rata to them based on the total aggregate number of
shares of the Series A Common Stock held by them in relation to the total
aggregate number of shares of Common Stock then outstanding. No
distribution shall be made to the holders of the Series A Common Stock
unless such distribution is also made, on a pro rata basis, to the holders
of each other series of Common Stock then outstanding.
FIVE. Series B Common Stock.
(a) Designation and Definitions. There is hereby authorized a series
of Common Stock of the Corporation, the shares of which shall be designated
and known as "Series B Common Stock." The number of shares constituting the
Series B Common Stock shall be Six Hundred Fifteen Thousand Two Hundred
Forty Two (615,242) shares. Such number of shares may be increased or
decreased by resolution of the Board of Directors; provided, however, that
no decrease shall reduce the number of shares of Series B Common Stock to a
number less than the number of Series B Common Stock then outstanding.
(b) Voting Rights. Each outstanding share of Series B Common Stock is
entitled to one vote upon any matter submitted to a vote of shareholders of
the Corporation. The holder of each share of Series B Common Stock shall
vote as one class with holders of each other series of common stock upon
any such matter submitted to a vote of shareholders, except those matters
which would adversely affect the holders of the Series B Common Stock in a
different manner than other series of Common Stock of the Corporation.
(c) Dividends. The holders of the Series B Common Stock shall be
entitled to receive distributions out of any funds legally available
therefor, payable pro rata to them based on the total aggregate number of
shares of the Series B Common Stock held by them in relation to the total
aggregate number of shares of Common Stock then outstanding. No
distribution shall be made to the holders of the Series B Common Stock
unless such distribution is also made, on a pro rata basis, to the holders
of each other series of Common Stock then outstanding.
SIX. The liability of the directors of the Corporation for monetary
damages shall be eliminated to the fullest extent permissible under
California law.
SEVEN. The Corporation is authorized to indemnify the directors and
officers of the Corporation to the fullest extent permissible under
California law."
3. The foregoing Amended and Restated Articles of Incorporation have been
duly approved and adopted by the Board of Directors of the Corporation.
4. The foregoing Amended and Restated Articles of Incorporation have been
duly approved by the required vote of shareholders of the Corporation in
accordance with Sections 902 and 903 of the California Corporations Code. The
total number of shares outstanding and entitled to vote on the foregoing Amended
and Restated Articles of Incorporation consisted of 26,982,595 shares of Series
A Common Stock and 610,688 shares of Series B Common Stock. Approval of the
foregoing Amended and Restated Articles of Incorporation required the
affirmative vote of the holders of a majority of the shares of Series A Common
Stock and Series B Common Stock outstanding voting together as a class and the
affirmative vote of the holders of a majority of the shares of Series A Common
Stock outstanding voting as a class. The number of shares voted in favor of the
foregoing Amended and Restated Articles of Incorporation exceeded the vote
required.
5. The Articles of Incorporation of the Corporation in effect prior to the
approval and adoption of the foregoing Amended and Restated Articles of
Incorporation authorized the Company to issue Series B Preferred Stock and
Series C Common Stock which series of stock are eliminated by the foregoing
Amended and Restated Articles of Incorporation. No shares of such series are
outstanding.
Each of the undersigned declares under penalty of perjury under the laws of
the State of California that the matters set forth herein are true and correct
of his or her own knowledge.
Date: October 11, 1996 /s/ Linda L. Regan
___________________________________________
LYNDA L. REGAN, President
/s/ R. Preston Pitts
___________________________________________
R. PRESTON PITTS, Secretary