EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BEXY COMMUNICATIONS, INC.
UNDER SECTIONS 242 AND 245 OF THE
DELAWARE GENERAL CORPORATION LAW
Originally incorporated under the name
All American Burger, Inc.
The undersigned, being the President of BEXY COMMUNICATIONS, INC., a
corporation existing under the laws of the State of Delaware (the "Company"),
does hereby certify as follows:
FIRST: The name of the Company is BEXY COMMUNICATIONS, INC.
SECOND: The certificate of incorporation of the Company was filed by the
Secretary of State of the State of Delaware on the 25th day of March, 1983.
THIRD: The amendments to the certificate of incorporation effected by this
Certificate are as follows:
(1) To change the name of the Company to "Cheniere Energy, Inc.;"
(2) To change the total number of shares of capital stock which the Company
shall have authority to issue to 21,000,000 shares;
(3) To amend and supplement the provisions of the certificate of incorporation
relating to personal liability of the directors of the Company and
indemnification by the Company;
(4) To change the total number of the shares of common stock which the Company
shall have authority to issue to 20,000,000 shares;
(5) To change the par value of the common stock to $.003 per share;
(6) To add a provision authorizing the issuance of 1,000,000 shares of a new
class of preferred stock, the rights, powers and preferences of which shall be
set by resolution of the Board of Directors of the Company;
(7) To change the registered office of the Company in the State of Delaware to
1013 Centre Road, City of Wilmington 19805, County of New Castle; and
(8) To change the registered agent of the Company in the State of Delaware to
Corporation Service Company, 1013 Centre Road, City of Wilmington 19805, County
of New Castle.
FOURTH: The amendments and the restatement of the certificate of
incorporation have been duly adopted in accordance with Sections 242 and 245 of
the General Corporation Law of the State of Delaware by the unanimous vote of
the Board of Directors.
FIFTH: The text of the certificate of incorporation of said BEXY
Communications, Inc. is hereby restated as amended by this Certificate, to read
in full, as follows:
FIRST: The name of the corporation is Cheniere Energy, Inc. (hereinafter
referred to as the "Company").
SECOND: The address of the registered office of the Company in the State of
Delaware is 1013 Centre Road, City of Wilmington, County of New Castle, Delaware
19805. The name of the registered agent of the Company at such address is
Corporation Service Company.
THIRD: The nature of the business or purposes to be conducted or promoted by
the Company are to engage in, promote, and carry on any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware (hereinafter referred to as the "GCL").
FOURTH: The total number of shares of stock that the Company shall have
authority to issue is 21,000,000 shares, consisting of:
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(1) 20,000,000 shares of Common Stock, having a par value of $.003 per share;
and
(2) 1,000,000 shares of Preferred Stock with a par value of $.0001 per share.
The Board of Directors of the Company is authorized, subject to limitations
prescribed by law and by filing any certificate prescribed by law, to establish
the par value of such Preferred Stock, to provide for the issuance of such
Preferred Stock in series, and to establish the number of shares to be included
in each such series, the full or limited voting powers, or the denial of voting
powers of each such series, and such designations, preferences and relative,
participating, optional or other special rights, and the qualifications or
restrictions and other distinguishing characteristics, if any, of the shares of
each such series. The authority of the Board of Directors with respect to the
shares of each such series shall include, without limitation, determination of
the following:
(a) the number of shares of each such series and the designation thereof;
(b) the par value of shares of each such series;
(c) the annual rate or amount of dividends, if any, payable on shares of each
such series (which dividends would be payable in preference to any dividends on
Common Stock), whether such dividends shall be cumulative or non-cumulative and
the conditions upon which and/or the date when such dividends shall be payable;
(d) whether the shares of each such series shall be redeemable and, if so,
the terms and conditions of such redemption, including the time or times when
and the price or prices at which shares of each such series may be redeemed;
(e) the amount, if any, payable on shares of each such series in the vent of
liquidations, dissolution or winding up of the affairs of the Company;
(f) whether the shares of each such series shall be convertible into or
exchangeable for shares of any other class, or any series of the same or any
other class, and, if so, the terms and conditions thereof, including the price
or prices or the rate or rates at which shares of each such series shall be so
convertible or exchangeable, and the adjustment which shall be made, and the
circumstances in which such adjustments shall be made, in such conversion or
exchange prices or rates; and
(g) whether the shares of each such series shall have any voting rights in
addition to those prescribed by law and, if so, the terms and conditions of
exercise of voting rights.
FIFTH: The Board of Directors of the Company shall have the power to adopt,
amend or repeal the Bylaws of the Company at any meeting at which a quorum is
present by the affirmative vote of a majority of the whole Board of Directors.
Election of directors need not be by written ballot. Any director may be
removed at any time with or without cause, and the vacancy resulting from such
removal shall be filled, by vote of a
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majority of the stockholders of the Company at a meeting called for that purpose
or by unanimous consent in writing of the stockholders.
SIXTH: Personal liability of the directors of the Company is hereby
eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of
Section 102 the GCL, as the same may be amended from time to time.
SEVENTH: The Company shall, to the fullest extent permitted by Section 145 of
the GCL, as amended from time to time, indemnify all persons whom it may
indemnify pursuant thereto.
IN WITNESS WHEREOF, the undersigned being thereunto duly authorized has
executed this Amended and Restated Certificate of Incorporation this 2nd day of
July, 1996.
/s/ WILLIAM D. FORSTER
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William D. Forster
President
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