Exhibit 3.1
CERTIFICATE OF AMENDMENT AND RESTATEMENT
OF
ARTICLES OF INCORPORATION
OF
CITADEL HOLDING CORPORATION
A Nevada Corporation
This Certificate of Amendment and Restatement (this "Certificate") is filed on
behalf of Citadel Holding Corporation, a corporation organized under the laws of
the State of Nevada (the "Corporation"), pursuant to Sections 78.380 and 78.403
of the Nevada Revised Statutes ("NRS"), and its incorporator does hereby
certify:
1. That the signor of this Certificate is the original sole incorporator of
the Corporation.
2. That the original Articles of Incorporation of the Corporation were
filed in the Office of the Nevada Secretary of State on October 28, 1999.
3. That as of the date of this Certificate, no stock of the Corporation has
been issued.
4. That the Articles of Incorporation of the Corporation are hereby amended
as follows:
4.1 Number of Authorized Shares; Par Value. The aggregate number of shares
which the Corporation shall have authority to issue is one hundred forty million
(140,000,000) shares to be designated respectively as "Class A Non-Voting Common
Stock," "Class B Voting Common Stock" and "Preferred Stock" divided as follows:
(a) Class A Non-Voting Common Stock. The total number of authorized shares
of Class A Non-Voting Common Stock shall be one hundred million (100,000,000)
shares with the par value of $.01 per share.
(b) Class B Voting Common Stock. The total number of authorized shares of
Class B Voting Common Stock shall be twenty million (20,000,000) shares with
the par value of $.01 per share.
(c) Preferred Stock. The total number of authorized shares of Preferred
Stock shall be twenty million (20,000,000) shares with the par value of $.01
per share.
(d) Increase or Decrease in Authorized Shares. The total number of
authorized shares of Class A Non-Voting Common Stock, Class B Voting Common
Stock or Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the stock of the Corporation entitled to vote.
4.2 Class A Non-Voting Common Stock Voting Rights. Class A Non-Voting Common
Stock shall have no voting rights; provided, however, that the holders of the
Class A Non-Voting Common Stock will be entitled to vote as a separate class on
any amendments to the Articles of Incorporation or any merger which would
adversely affect their rights, privileges or preferences, or any liquidation or
dissolution in which such holders would receive securities with rights,
privileges and preferences less beneficial than those held by them as holders of
Class A Non-Voting Common Stock.
4.3 Class B Voting Common Stock Voting Rights. The holders of the Class B
Voting Common Stock shall be entitled to one vote per one share of Class B
Voting Common Stock on all matters submitted to the stockholders of the
Corporation for a vote.
4.4 Other Rights, Preferences and Privileges of Class A Non-Voting Common
Stock and Class B Voting Common Stock. Except as otherwise specifically set
forth herein with respect to voting, all shares of Class A Non-Voting Common
Stock and Class B Voting Common Stock shall have the same rights, preferences
and privileges with respect to dividends, distributions, or any liquidation or
dissolution of the Corporation.
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4.5 Preferred Stock. The Preferred Stock may be issued at any time or from time
to time, in any one or more series, and any such series shall be comprised of
such number of shares and may have such voting powers, whole or limited, or no
voting powers, and such designations, preferences and relative, participating,
optional or other special rights and qualifications, limitations or restrictions
thereof, including liquidation preferences, as shall be stated and expressed in
the resolution or resolutions of the board of directors of the Corporation, the
board of directors being hereby expressly vested with such power and authority
to the full extent now or hereafter permitted by law.
5. That the text of the Amended and Restated Articles of Incorporation of the
Corporation is hereby amended and restated by this Certificate to read in full
as follows:
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CITADEL HOLDING CORPORATION
A NEVADA CORPORATION
I, the Undersigned, being the original incorporator herein named, for the
purpose of forming a corporation under Chapter 78 of the Nevada Revised Statutes
(the "NRS"), to do business both within and without the State of Nevada, do make
and file these Articles of Incorporation hereby declaring and certifying that
the facts herein stated are true:
ARTICLE I
NAME
The name of the corporation is Citadel Holding Corporation (the
"Corporation").
ARTICLE II
RESIDENT AGENT AND REGISTERED OFFICE
The name and address of the Corporation's resident agent for service of
process is Kummer Kaempfer Bonner & Renshaw, 3800 Howard Hughes Parkway, Seventh
Floor, Las Vegas, Nevada 89109.
ARTICLE III
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for
which corporations may be organized under the NRS.
ARTICLE IV
CAPITAL STOCK
4.1 Number of Authorized Shares; Par Value. The aggregate number of shares
which the Corporation shall have authority to issue is one hundred forty million
(140,000,000) shares to be designated respectively as "Class A Non-Voting Common
Stock," "Class B Voting Common Stock" and "Preferred Stock" divided as follows:
(e) Class A Non-Voting Common Stock. The total number of authorized shares
of Class A Non-Voting Common Stock shall be one hundred million (100,000,000)
shares with the par value of $.01 per share.
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(f) Class B Voting Common Stock. The total number of authorized shares of
Class B Voting Common Stock shall be twenty million (20,000,000) shares with
the par value of $.01 per share.
(g) Preferred Stock. The total number of authorized shares of Preferred
Stock shall be twenty million (20,000,000) shares with the par value of $.01
per share.
(h) Increase or Decrease in Authorized Shares. The total number of
authorized shares of Class A Non-Voting Common Stock, Class B Voting Common
Stock or Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the stock of the Corporation entitled to vote.
4.2 Class A Non-Voting Common Stock Voting Rights. Class A Non-Voting Common
Stock shall have no voting rights; provided, however, that the holders of the
Class A Non-Voting Common Stock will be entitled to vote as a separate class on
any amendments to the Articles of Incorporation or any merger which would
adversely affect their rights, privileges or preferences, or any liquidation or
dissolution in which such holders would receive securities with rights,
privileges and preferences less beneficial than those held by them as holders of
Class A Non-Voting Common Stock.
4.3 Class B Voting Common Stock Voting Rights. The holders of the Class B
Voting Common Stock shall be entitled to one vote per one share of Class B
Voting Common Stock on all matters submitted to the stockholders of the
Corporation for a vote.
4.4 Other Rights, Preferences and Privileges of Class A Non-Voting Common
Stock and Class B Voting Common Stock. Except as otherwise specifically set
forth herein with respect to voting, all shares of Class A Non-Voting Common
Stock and Class B Voting Common Stock shall have the same rights, preferences
and privileges with respect to dividends, distributions, a liquidation of the
Corporation or otherwise.
4.5 Preferred Stock. The Preferred Stock may be issued at any time or from
time to time, in any one or more series, and any such series shall be comprised
of such number of shares and may have such voting powers, whole or limited, or
no voting powers, and such designations, preferences and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions thereof, including liquidation preferences, as shall be stated
and expressed in the resolution or resolutions of the board of directors of the
Corporation, the board of directors being hereby expressly vested with such
power and authority to the full extent now or hereafter permitted by law.
ARTICLE V
DIRECTORS
The business and affairs of the Corporation shall be managed by or under the
direction of the board of directors, which initially shall consist of one
director. Provided that the Corporation has at least one director, the number of
directors may at any time or times be increased or decreased as provided in the
bylaws; provided, however that the number of directors shall not exceed ten. The
name and address of the initial member of the board of directors is as follows:
Name Address
---- -------
S. Craig Tompkins....................... c/o Craig Corporation
550 South Hope Street, Suite 1825
Los Angeles, California 90071
ARTICLE VI
BYLAWS
In furtherance and not in limitation of the powers conferred upon the board of
directors of the Corporation by the NRS, the board of directors shall have the
power to alter, amend, change, add to and repeal, from time to time, the bylaws
of the Corporation, subject to the rights of the stockholders entitled to vote
with respect thereto to alter, amend, change, add to and repeal the bylaws
adopted by the directors of the Corporation.
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ARTICLE VII
ELECTION OF DIRECTORS
Unless the bylaws of the Corporation provide for the division of the directors
into classes and except as may otherwise be provided in the bylaws of the
Corporation, all directors shall be elected to hold office until their
respective successors are elected and qualified, or until their earlier
resignation or removal, at the annual meeting of the stockholders, whether
telephonic or not, within or without the State of Nevada or by written consent
and such election need not be by written ballot.
ARTICLE VIII
SALE OF ASSETS
In furtherance of the powers conferred on the stockholders of the Corporation
by the NRS, the stockholders of the Corporation shall have the power to vote on
any proposed sale of substantially all of the Corporation's assets.
ARTICLE IX
AMENDMENT OF ARTICLES OF INCORPORATION
In the event the board of directors of the Corporation determines that it is
in the Corporation's best interest to amend these Articles of Incorporation, the
board of directors shall adopt a resolution setting forth the proposed amendment
and declaring its advisability and submit the matter to the stockholders
entitled to vote thereon for the consideration thereof in accordance with the
provisions of the NRS and these Articles of Incorporation. In the resolution
setting forth the proposed amendment, the board of directors may insert a
provision allowing the board of directors to later abandon the amendment,
without concurrence by the stockholders, after the amendment has received
stockholder approval but before the amendment is filed with the Nevada Secretary
of State.
ARTICLE X
INCORPORATOR
The name and address of the incorporator of the Corporation is Elizabeth A.
Savage, Kummer Kaempfer Bonner & Renshaw, 3800 Howard Hughes Parkway, Seventh
Floor, Las Vegas, Nevada 89109.
ARTICLE XI
ACQUISITIONS OF CONTROLLING INTEREST
The Corporation elects not to be governed by the provisions of Chapters 78.378
to 78.3793, inclusive, of the NRS pertaining to acquisitions of controlling
interest.
ARTICLE XII
COMBINATIONS WITH INTERESTED STOCKHOLDERS
The Corporation elects not to be governed by the provisions of Chapters 78.411
to 78.444, inclusive, of the NRS pertaining to combinations with interested
stockholders.
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ARTICLE XIII
DIRECTORS' AND OFFICERS' LIABILITY
A director or officer of the Corporation shall not be personally liable to
this Corporation or its stockholders for damages for breach of fiduciary duty as
a director or officer, but this Article shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or (ii) the unlawful
payment of distributions. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts or omissions prior to such repeal or
modification.
In Witness Whereof, the undersigned has executed this Certificate of Amendment
and Restatement as of the day of ,
1999.
____________________________________________
Elizabeth A. Savage, Incorporator
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