EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
OF
EXCO RESOURCES, INC.
- -------------------------------------------------------------------
ARTICLE ONE
Pursuant to the provisions of Article 4.07 of the Texas
Business Corporation Act (the "Act"), the undersigned hereby adopts
Restated Articles of Incorporation which accurately copy the
Articles of Incorporation and all amendments thereto that are in
effect to date and such Restated Articles of Incorporation contain
no change in any provision thereof.
ARTICLE TWO
The Restated Articles of Incorporation were adopted by
resolution of the Board of Directors of the Corporation on the 11th
day of September, 1996.
ARTICLE THREE
The Articles of Incorporation and all amendments and
supplements thereto are hereby superseded by the following Restated
Articles of Incorporation which accurately copy the entire text
thereof:
1. The name of the corporation is EXCO Resources, Inc.
2. The period of existence of said corporation shall be
perpetual.
3. The nature of the business, or objects or purposes to be
transacted, promoted or carried on are:
To engage in the wholesale and retail purchase, sale and
distribution of petroleum products of every kind, including
gasoline, lubricants, liquefied petroleum gases, fertilizers,
insecticides, and any and all other refined and unrefined
hydrocarbons and the by-products thereof.
To engage in the drilling of wells for the production of
oil, gas and water and to acquire by purchase, lease, or
otherwise machinery, equipment, drilling rigs, and pipe for
the drilling of oil, gas and water wells.
RESTATED ARTICLES OF INCORPORATION - PAGE 1
(EXCO Resources, Inc.)
To engage in the production of oil, natural gas and any
and all other petroleum products and to store, treat and
market the same.
To transport by truck gasoline, oils, liquefied petroleum
gases, fertilizers, including anhydrous ammonia, agricultural
insecticides, and to acquire by purchase, lease or otherwise
trucks, trailers, tanks, and other equipment necessary or
required for the transportation of the aforesaid commodities.
To manufacture, purchase or otherwise acquire, invest in,
own, mortgage, pledge, sell, assign and transfer or otherwise
dispose of, trade, deal in and deal with goods, wares and
merchandise and personal property of every class and
description.
To acquire, and pay for in cash, or in stock or bonds of
this corporation or otherwise, the good will, rights, assets
and property, and to undertake or assume the whole or any
part of the obligations or liabilities of any person, firm,
association or corporation.
To have all of the powers and to do and perform every act
and enjoy every privilege conferred upon corporations under
and by virtue of Article 2.02 of the Texas Business
Corporation Act, Chapter 64, Acts of the 54th Legislature of
the State of Texas, Regular Session, 1995, subject to the
limitations contained in Paragraphs B and C of said Act.
In general, to have and exercise all the powers conferred
by the laws of Texas upon corporations formed under the Texas
Business Corporation Act of the State of Texas, and to do any
or all of the things hereinbefore set forth to the same extent
as natural persons might or could do.
4.A. The aggregate number of shares of all classes of stock
that the corporation shall have authority to issue is Thirty-Five
Million (35,000,000), of which Twenty-Five Million (25,000,000)
shares of the par value of $0.01 per share shall be Common Stock
and Ten Million (10,000,000) shares of the par value of $0.01 per
share shall be Preferred Stock issuable in series.
B. Common Stock. Each five (5) shares of previously
authorized Common Stock of the corporation, par value $0.01 per
share, issued and outstanding immediately prior to the time of the
filing and recording of the Articles of Amendment to the Articles
of Incorporation (the "Amendment") with the Office of the Secretary
of State of the State of Texas on July 19, 1996, shall thereby and
thereupon automatically be combined without any further action into
one (1) validly issued, fully paid and nonassessable share of
Common Stock of the corporation, par value $0.01 per share.
Further, every right, option and warrant to acquire five (5) shares
of Common Stock of the corporation, outstanding immediately prior
to the time of filing and recording of the Amendment in the Office
of the Secretary of State of the State of Texas, shall thereby and
thereupon automatically be converted without any further action
into the right to acquire one (1) share of Common Stock of the
corporation,
RESTATED ARTICLES OF INCORPORATION - PAGE 2
(EXCO Resources, Inc.)
upon the terms of the right, option or warrant, except that the
purchase price of the Common Stock, upon exercising the right,
option or warrant, shall be proportionately increased. The
corporation shall not issue fractional shares with respect to the
combination or conversion. To the extent that a shareholder holds
a number of shares of Common Stock immediately prior to the filing
and recording of the Amendment that is not evenly divisible by five
(5), such shareholder shall receive one additional share of Common
Stock for each fractional share otherwise issuable. As a result of
the Amendment, the corporation's Common Stock account will be
reduced from (a) $0.01 multiplied by the number of shares of Common
Stock issued and outstanding prior to the filing and recording of
the Amendment to (b) $0.01 multiplied by the number of shares of
Common Stock issued and outstanding immediately after the filing
and recording of the Amendment. The Capital in excess of par value
account will be credited with the amount by which the Common Stock
account is reduced. The number of shares of authorized Common
Stock of the corporation will remain at 25,000,000 and will not be
affected by the Amendment.
C. Preferred Stock. Shares of Preferred Stock may be issued
from time to time in one or more series, the shares of each series
to have such designations, powers, preferences, rights,
qualifications, limitations and restrictions as are stated and
expressed herein and in the resolution or resolutions providing for
the issue of such series adopted by the Board of Directors as
hereafter provided.
Authority is hereby expressly granted to the Board of
Directors to authorize the issuance of the Preferred Stock from
time to time in one or more series, and with respect to each series
of the Preferred Stock, to fix and determine by the resolution or
resolutions from time to time adopted providing for the issuance
thereof the number of shares to constitute the series and the
designation thereof and any one or more of the following rights and
preferences: (i) the rate of dividend; (ii) the price at and terms
and conditions on which shares may be redeemed; (iii) the amount
payable upon shares in the event of involuntary liquidation; (iv)
the amount payable upon shares in the event of voluntary
liquidation; (v) sinking fund provisions (if any) for the
redemption or repurchase of the shares; (vi) the terms and
conditions on which shares may be converted, if the shares of any
series are issued with the privilege of conversion; and (vii)
voting rights (included the number of votes per share, the matters
on which the shares can vote, and the contingencies that make the
voting rights effective). The shares of each series of the
Preferred Stock may vary from the shares of any other series
thereof in any or all of the foregoing respects. The Board of
Directors may increase the number of shares designated for any
existing series by adding to such series authorized and unissued
shares not designated for any other series. The Board of Directors
may decrease the number of shares designated for any existing
series by subtracting from such series unissued shares designated
for such series, and the shares so subtracted shall become
authorized and unissued shares of Preferred Stock.
5. The corporation will not commence business until it has
received as consideration for the issuance of its shares at least
Fifty Thousand & No/100 ($50,000.00) Dollars, being ten percent
(10%) of the total capitalization of said corporation consisting of
money or property actually received by the corporation.
RESTATED ARTICLES OF INCORPORATION - PAGE 3
(EXCO Resources, Inc.)
6. A. No holder of any shares of stock of the corporation
shall have or enjoy any preemptive right to acquire any additional
or treasury shares of the corporation.
B. Each outstanding share of the capital stock of the
corporation shall be entitled to one vote on each matter submitted
to a vote at a meeting of shareholders and no shareholder shall
have the right to cumulate his votes in the election of directors
of the corporation and such cumulative voting of shares as provided
in Section D of Article 2.29 of the Texas Business Corporation Act
is expressly prohibited.
7. The registered offices of the corporation shall be at
9400 North Central Expressway, Suite 1209, Dallas, Texas 75231, and
the name of the registered agent at such address is Glenn L. Seitz.
8. The Board of Directors of the corporation shall consist
of five persons, who are to serve as Directors until their
successors be elected and qualified and whose names and addresses
are as follows:
Name Address
---- -------
David N. Fitzgerald 3105 Seaboard
Midland, Texas 79705
Charles W. Gleeson 9400 N. Central Expressway, Suite 1209
Dallas, Texas 75231
Richard D. Collins 4406 Airport Freeway
Fort Worth, Texas 76117
William R. Granberry 508 W. Wall, Suite 500
Midland, Texas 79702
Glenn L. Seitz 9400 N. Central Expressway, Suite 1209
Dallas, Texas 75231
9. [Name and Address of Initial Incorporator Intentionally
Omitted].
10. To the maximum extent permitted by applicable law and
regulations, a Director of the corporation shall not be liable to
the corporation or its shareholders for monetary damages for an act
or omission in the Director's capacity as a Director, except that
this Article 10 does not eliminate or limit the liability of a
Director for:
(1) a breach of a Director's duty of loyalty to the
corporation or its shareholders,
RESTATED ARTICLES OF INCORPORATION - PAGE 4
(EXCO Resources, Inc.)
(2) an act or omission not in good faith or that involves
intentional misconduct or a knowing violation of the law,
(3) a transaction from which a Director received an improper
benefit, whether or not the benefit resulted from an action taken
within the scope of the Director's office,
(4) an act or omission for which the liability of a Director
is expressly provided for by statute, or
(5) an act related to an unlawful share repurchase or
payment of a dividend.
If applicable law or regulations are amended after approval by the
corporation's shareholders of this Article 10 to authorize
corporate action further eliminating or limiting the personal
liability of Directors or eliminating or limiting the personal
liability of officers, the liability of a Director or officer of
the corporation shall be eliminated or limited to the maximum
extent permitted by law. No repeal or modification of this Article
10 by the shareholders shall adversely affect any right or
protection of a Director or officer of the corporation existing by
virtue of this Article 10 at the time of such repeal or
modification.
RESTATED ARTICLES OF INCORPORATION - PAGE 5
(EXCO Resources, Inc.)
IN WITNESS WHEREOF, the undersigned has executed these
Restated Articles of Incorporation of EXCO RESOURCES, INC., as of
the 11th day of September, 1996.
EXCO RESOURCES, INC.
By: /s/ Charles W. Gleeson
------------------------------
Name: Charles W. Gleeson
-------------------------
Title: President
-------------------------
RESTATED ARTICLES OF INCORPORATION - PAGE 6
(EXCO Resources, Inc.)