EXHIBIT 3.1
YUKON BUSINESS CORPORATIONS ACT
Justice FORM 3
CERTIFICATE OF CONTINUANCE
ULTRA PETROLEUM CORP.
I hereby certify that the above-mentioned corporation was continued into Yukon,
as set out in the attached Articles of Continuance, under section 190 of the
Business Corporations Act.
[SEAL]
Corporate Access Number: 27812 J. Athron
Date of Continuance: 2000-03-01 ------------------------
M. Richard Roberts
f/ Registrar of Corporations
YUKON
BUSINESS CORPORATIONS ACT
(Section 190)
Form 3-01
ARTICLES OF CONTINUANCE
1. Name of Corporation:
ULTRA PETROLEUM CORP.
2. The classes and any maximum number of shares that the Corporation is
authorized to issue:
The attached Schedule "A" is incorporated and forms part of the
Articles of Continuance.
3. RESTRICTIONS, IF ANY, ON SHARE TRANSFERS:
There are no restrictions on share transfers.
4. NUMBER (OR MINIMUM AND MAXIMUM NUMBER) OF DIRECTORS:
Not less than one (1), nor more than seven (7)
5. RESTRICTIONS, IF ANY, ON BUSINESS THE CORPORATION MAY CARRY ON:
The Corporation is restricted from carrying on the business of a railway,
steamship, air transport, canal, telegraph, telephone or irrigation
company.
6. IF CHANGE OF NAME EFFECTED, PREVIOUS NAME:
Name at time of Incorporation: STARMARK RESOURCES LTD.: November 14, 1979
Name change from Starmark Resources Ltd. to
TRANSGLOBE RESOURCES LTD.: April 11, 1984
Name change from Transglobe Resources Ltd. to
TRANSGLOBE REAL ESTATE CORP.: June 19, 1990
Name change from Transglobe Real Estate Corp.
to ULTRA PETROLEUM CORP.: October 21, 1993
7. DETAILS OF INCORPORATION:
Incorporation Date: November 14, 1979
British Columbia Company: Certificate of
Incorporation No. 19979
Name at time of Incorporation: Starmark Resources Ltd. November 14, 1979
Incorporating Memorandum and Articles: November 14, 1979
Altered Memorandum - consolidated shares on a 3 for 1 basis April 11, 1984
Altered Articles - new form of Articles were adopted: March 7, 1990
Altered Articles - new form of Articles were adopted: October 12, 1993
Altered Memorandum - altered the authorized share capital: July 15, 1994
Altered Memorandum and Articles - Altered Memorandum
increased the authorized capital by the creation of 10,000,000
preferred shares. Articles altered by addition of Part 26 -
Special Rights and Restrictions Attached to Preferred Shares: December 15, 1998
8. OTHER PROVISIONS, IF ANY:
The attached Schedule "B" is incorporated and forms part of the
Articles of Continuance.
9. DATE: February 8, 2000
SIGNATURE: /s/ Michael D. Watford TITLE: Chairman, CEO and
------------------------ President
Michael D. Watford
SCHEDULE "A"
ULTRA PETROLEUM CORPORATION
The classes and any maximum number of shares that the Corporation is authorized
to issue:
The Corporation is authorized to issue an unlimited number of shares without
nominal or par value and the authorized capital of the Corporation is to be
divided into:
1. Common shares which shall have attached thereto the following preferences,
rights, conditions, restrictions, limitations, or prohibitions:
(a) VOTING
Holders of common shares shall be entitled to receive notice of and to
attend all meetings of the shareholders of the Corporation and shall
have one vote for each common share held at all meetings of the
shareholders of the Corporation, except meetings at which only holders
of another specified class of shares of the Corporation are entitled
to vote separately.
(b) DIVIDENDS
Subject to the prior rights of the holders of preferred shares and any
other shares ranking senior to the common shares with respect to
priority in the payment of dividends, the holders of common shares
shall be entitled to receive dividends and the Corporation shall pay
dividends thereon, as and when declared by the board of directors of
the Corporation out of moneys properly applicable to the payment of
dividends, in such amount and in such form as the board of directors
of the Corporation may from time to time determine and all dividends
which the board of directors of the Corporation may declare on the
common shares shall be declared and paid in equal amounts per share on
all common shares at the time outstanding.
(c) PARTICIPATION IN ASSETS ON DISSOLUTION
In the event of the dissolution, liquidation or winding-up of the
Corporation, whether voluntary or involuntary, or any other
distribution of assets of the Corporation among its shareholders for
the purpose of winding-up its affairs, subject to the prior rights of
the holders of the preferred shares and any other shares ranking
senior to the common shares with respect to priority in the
distribution of assets upon dissolution, liquidation, winding-up or
distribution for the purpose of winding-up, the holders of the common
shares shall be entitled to receive the remaining property and assets
of the Corporation.
2. 10,000,000 preferred shares which shall have attached thereto the following
preferences, rights, conditions, restrictions, limitations, or
prohibitions:
(a) DIRECTORS' AUTHORITY TO ISSUE IN ONE OR MORE SERIES
The board of directors of the Corporation may issue the preferred
shares at any time and from time to time in one or more series before
the first shares of any particular series are issued, and shall fix the
number of preferred shares in such series and, determine, subject to
the limitations in the Articles, the designation, rights, privileges,
restrictions and conditions attached to the shares of such series
including without limitation, the rate or rates, amount or method or
methods of calculation of dividends thereon, the time and place of
payment of dividends, whether cumulative or non-cumulative or partially
cumulative and whether such rate, amount or method of calculation shall
be subject to change or adjustment in the future, the currency or
currencies of payment of dividends, the priorities thereof in relation
to other shares or the priorities of other shares in relation thereto,
if any, the consideration and the terms and conditions of any purchase
for cancellation, retraction or redemption rights, if any, the
conversion or exchange rights attached thereto, if any, the voting
rights attached thereto, if any, and the terms and conditions of any
share purchase plan or sinking fund with respect thereto. Before the
issue of the first shares of a series, the board of directors of the
Corporation shall send to the Registrar, as defined in the Yukon
Business Corporations Act, Articles of Amendment containing the
description of such series including the designation, rights,
privileges, restrictions and conditions attached thereto as determined
by the board of directors of the Corporation.
(b) RANKING OF PREFERRED SHARES
No rights, privileges, restrictions or conditions attached to a series
of preferred shares shall confer upon a series a priority in respect of
voting dividends or return of capital over any other series of
preferred shares then outstanding. The preferred shares shall be
entitled to priority over the common shares of the Corporation and over
any other shares of the Corporation ranking junior to the preferred
shares with respect to the payment of dividends and the distribution of
assets in the event of the liquidation, dissolution or winding-up of
the Corporation, whether voluntary or involuntary, or any other
distribution of the assets of the Corporation among its shareholders
for the purpose of winding-up its affairs. If any cumulative dividends
or amounts payable on a return of capital in respect of a series of
preferred shares are not paid in full the preferred shares of all
series shall participate rateably in respect of such dividends,
including accumulations, of any, in accordance with the sums
that would be payable on such shares if all such dividends were
declared and paid in full, and in respect of any repayment of capital
in accordance with the sums that would be payable on such repayment of
capital if all sums so payable were paid in full, provided however,
that in the event of there being insufficient assets to satisfy in full
all such claims to dividends and return of capital, the claims of the
holders of the preferred shares with respect to repayment of capital
shall first be paid and satisfied and any assets remaining thereafter
shall be applied towards the payment and satisfaction of claims in
respect of dividends. After payment to the holders of preferred shares
of each series of the amounts of dividends and capital payable in
accordance with these provisions and the rights, privileges and
restrictions attached to each series of preferred shares, the holders
of preferred shares shall not be entitled to share in any further
distribution of the property and assets of the Corporation. The
preferred shares of any series may also be given such other
preferences, consistent with the Articles, over the common shares and
over any other shares raking junior to the preferred shares as may be
determined in the case of such series of preferred shares.
(c) APPROVAL OF HOLDERS OF PREFERRED SHARES
The rights, privileges, restrictions and conditions attaching to the
preferred shares as a class may be added to, changed or removed but
only with the approval of the holders of the preferred shares given as
hereinafter specified.
The approval of the holders of preferred shares to add to, change or
remove any rights, privilege, restriction or condition attaching to
the preferred shares as a class or to any other matter requiring the
consent of the holders of the preferred shares as a class may be given
in such manner as may then be required by law, subject to a minimum
requirement that such approval shall be given by resolution passed by
the affirmative vote of at least two-thirds of the votes cast at a
meeting of the holders of preferred shares duly called for that
purpose. The formalities to be observed in respect of the giving of
notice of any such meeting or any adjourned meeting and the conduct
thereof shall be those from time to time required by the Yukon
Business Corporations Act (as from time to time amended, varied or
replaced) and prescribed in the Bylaws of the Corporation with respect
to meetings of shareholders. On every poll taken at a meeting of
holders of preferred shares as a class, each holder entitled to vote
thereat shall have one vote in respect of each preferred share held by
him.
SCHEDULE "B"
ULTRA PETROLEUM CORP.
Other provisions, if any:
1. A meeting of the shareholders of the Corporation may, in the Directors'
unfettered discretion, be held at any location in North America and Europe
specified by the Directors in the Notice of such meeting.
2. The Directors may, between annual general meetings, appoint one or more
additional Directors of the Corporation to serve until the next annual
general meeting, but the number of additional Directors shall not at any time
exceed one third of the number of Directors who held office at the expiration
of the last annual general meeting of the Corporation, provided that the
total number of directors shall not exceed the maximum number of directors
fixed pursuant to the Articles.