EXHIBIT 3.1
CERTIFICATE OF AMENDMENT OF RESTATED
CERTIFICATE OF INCORPORATION OF
CITADEL HOLDING CORPORATION
Citadel Holding Corporation, a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify that the amendment to the Corporation's Restated Certificate of
Incorporation set forth in the following resolution was duly approved and
adopted by the Corporation's Board of Directors and stockholders in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware:
"RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by striking Article FOURTH in its entirety and replacing therefor:
The total number of shares of stock which the corporation shall have
authority to issue is twenty-five million (25,000,000), of which stock twenty
million (20,000,000) shares shall be Common Stock, par value $.01 per share, and
five million (5,000,000) shares shall be Serial Preferred Stock, par value $.01
per share. The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof will be determined by
resolution of the Board of Directors."
IN WITNESS WHEREOF, Citadel Holding Corporation has caused this Certificate
to be signed and attested to by its duly authorized officer as of March 2,
-
1995.
CITADEL HOLDING CORPORATION
By: /s/ Steve Wesson
________________________
Steve Wesson
President, Chief Executive Officer
CERTIFICATE OF AMENDMENT
OF
RESTATED
CERTIFICATE OF INCORPORATION
OF CITADEL HOLDING CORPORATION
Citadel Holding Corporation, a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), hereby
certifies that the amendment set forth below to the Corporation's Restated
Certificate of Incorporation was duly adopted in accordance with Section 242 of
the General Corporation Law of the State of Delaware:
Article SEVENTH shall be amended by adding the following two paragraphs
at the beginning thereof:
Unless the by-laws of the Corporation are amended by the
stockholders of the Corporation after the effectiveness of this
provision to provide for the division of the directors into classes, at
each annual meeting all directors shall be elected to hold office until
their respective successors are elected and qualified or until their
earlier resignation or removal.
Regardless of whether the board of directors of the Corporation is
divided into classes, any director or the entire board of directors
may, subject to the rights of the holders of shares of any series of
Serial Preferred Stock, be removed, with or without cause, by the
holders of a majority
of the shares then entitled to vote at an election of directors.
IN WITNESS WHEREOF, Citadel Holding Corporation has caused this Certificate
to be signed and attested by its duly authorized officers this 11th day of July,
----
1988.
CITADEL HOLDING CORPORATION
By: /s/ Godfrey B. Evans
________________________
Godfrey B. Evans
Senior Vice President
ATTEST:
/s/ Karalee Vint
_________________________
Karalee Vint
Secretary
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RESTATED
CERTIFICATE OF INCORPORATION
OF
CITADEL HOLDING CORPORATION
(INCORPORATED MARCH 15, 1983)
* * * * * * *
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Adopted in accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware
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Citadel Holding Corporation, a corporation organized and existing under and
by virtue of the General Corporation Law of Delaware, DOES HEREBY CERTIFY:
FIRST: That the name of the corporation is Citadel Holding Corporation and
that the original certificate of incorporation was filed with the Secretary of
State of the State of Delaware on March 15, 1983.
SECOND: That this restated certificate of incorporation restates,
integrates and further amends the provisions of the corporation's restated
certificate of incorporation as heretofore amended or supplemented.
THIRD: That the text of the certificate of incorporation as restated is as
follows:
"1. The name of the corporation is CITADEL HOLDING CORPORATION.
2. The address of its registered office in the State of Delaware is
1209 Orange Street, in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall
have authority to issue is fifteen million (15,000,000) of which stock ten
million (10,000,00) shares of the par value of One Cent ($.01) each, amounting
in the aggregate to One Hundred Thousand Dollars ($100,000.00), shall be Common
Stock and of which five million (5,000,000) shares of the par value of One Cent
($.01) each, amounting in the aggregate to Fifty Thousand Dollars ($50,000.00),
shall be Serial Preferred Stock. The designations and the powers, preferences
and rights, and the qualifications, limitations or restrictions thereof will be
determined by resolution of the Board of Directors.
5. The corporation is to have perpetual existence.
6. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the bylaws of the corporation.
7. Elections of Directors need not be by written ballot unless the
bylaws of the corporation shall so provide.
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Meetings of stockholders may be held within or without the State of
Delaware, as the bylaws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the bylaws of the corporation.
8. A director of this corporation shall not be liable to the
corporation or its stockholders for monetary damages for breaches of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the Delaware General Corporation Law
as the same exists or may hereafter be amended.
Any repeal or modification of the foregoing paragraph shall not
adversely affect any right or protection of a director of the corporation
existing hereunder with respect to any act or omission prior to such repeal or
modification.
9. No amendment, addition, alteration, change, or repeal of this
certificate shall be made, unless such is first proposed by the Board of
Directors of the corporation and thereafter approved by the affirmative vote of
the holders of 50 percent or more of the total votes eligible to be cast at a
meeting of the stockholders of the corporation.
10. Subject to the immediately preceding Paragraph hereof, the
corporation reserves the right to amend, alter, change or repeal any provision
contained in this certificate of incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders herein are
granted subject to this reservation."
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FOURTH: That this restated certificate of incorporation was duly adopted by
the Board of Directors and stockholders of the corporation in accordance with
the provisions of Sections 242 and 245 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, said CITADEL HOLDING CORPORATION has caused this
restated certificate to be signed by James A. Taylor, its Chairman of the Board
of Directors, and attested by Karalee Vint, its Secretary, this 2nd day of
---
June, 1987.
CITADEL HOLDING CORPORATION
By: /s/ James A. Taylor
___________________________
James A. Taylor,
Chairman of the Board of Directors
ATTEST:
By: /s/ Karalee Vint
____________________
Karalee Vint, Secretary
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