EXHIBIT 3.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
PENN NATIONAL GAMING, INC.
In compliance with the provisions of Section 1915 (relating to Articles of
Amendment) of the Pennsylvania Business Corporation Law of 1988, as amended, the
undersigned business corporation, desiring to amend and restate in their
entirety its Articles of Incorporation, hereby states that:
1. The name of the Corporation is: Penn National Gaming, Inc.
2. The Corporation was incorporated under the provisions of the Act of May
5, 1933, as amended.
3. The address of the Corporation's registered office in this Commonwealth
is: Wyomissing Professional Center, 825 Berkshire Boulevard, Suite 203,
Wyomissing, Berks County, Pennsylvania 19610.
4. The aggregate number of shares which this Corporation shall have
authority to issue is:
(a) Ten Million (10,000,000) shares of Common Stock with a par value
of $.01 per share; and
(b) (i) One Million (1,000,000) shares of Preferred Stock with a par
value of $.01 per share.
(ii) The Preferred Stock may be issued from time to time in one
or more series with such distinctive designations as may be stated in
the resolution or resolutions providing for the issue of such stock
adopted, from time to time, by the Board of Directors of this
Corporation. The resolution or resolutions providing for the issue of
shares of a particular series shall fix, subject to applicable laws
and the provisions hereof, the designation, rights, preferences and
limitations of the shares of each such series. The authority of the
Board of Directors with respect to each series shall include, but not
be limited to, determination of the following:
(A) The number of shares constituting such series, including
the authority to increase or decrease such number, and the
distinctive designation of such series;
(B) The dividend rate of the shares of such series, whether
the dividends shall be cumulative and, if so, the date from which
they shall be cumulative, and the relative rights of priority, if
any, of payment of dividends on shares of such series;
(C) The right, if any, of the Corporation to redeem shares
of such series and the terms and conditions of such redemption;
(D) The rights of the shares in case of a voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of
payment of shares of such series;
(E) The voting power, if any, of such series and the terms
and conditions under which such voting power may be exercised;
(F) The obligation, if any, of the Corporation to retire
shares of such series pursuant to a retirement or sinking fund or
funds of a similar nature or otherwise and the terms and
conditions of such obligations;
(G) The terms and conditions, if any, upon which shares of
such series shall be convertible into or exchangeable for shares
of stock of any other class or classes, including the price or
prices or the rate or rates of conversion or exchange and the
terms of adjustment if any; and
(H) Any other rights, preferences or limitations of the
shares of such series.
5. In all elections for Directors, each shareholder entitled to vote shall
be entitled to only one vote for each share held, it being intended hereby to
deny to shareholders of this Corporation the right of cumulative voting in the
election of Directors.
6. The amended and restated Articles of Incorporation of this corporation
as set forth herein shall be effective upon the filing of these Amended and
Restated Articles of Incorporation with the Department of State.
7. The amended and restated Articles of Incorporation were adopted by the
shareholders of this corporation pursuant to 15 Pa. C.S.ss.1914 (a)(b).
8. The amended and restated Articles of Incorporation adopted by the
Corporation is set forth in full as follows:
RESOLVED, that the Articles of Incorporation of this Corporation be, and
they hereby are, amended and restated, in their entirety, to read as follows:
1. The name of the Corporation is: Penn National Gaming, Inc.
2. The Corporation was incorporated under the provisions of the Act of May
5, 1933, as amended.
3. The address of the Corporation's registered office in this Commonwealth
is: Wyomissing Professional Center, 825 Berkshire Boulevard, Suite 203,
Wyomissing, Berks County, Pennsylvania 19610.
4. The aggregate number of shares which this Corporation shall have
authority to issue is:
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(a) Ten Million (10,000,000) shares of Common Stock with a par value
of $.01 per share; and
(b) (i) One Million (1,000,000) shares of Preferred Stock with a par
value of $.01 per share.
(ii) The Preferred Stock may be issued from time to time in one
or more series with such distinctive designations as may be stated in
the resolution or resolutions providing for the issue of such stock
adopted, from time to time, by the Board of Directors of this
Corporation. The resolution or resolutions providing for the issue of
shares of a particular series shall fix, subject to applicable laws
and the provisions hereof, the designation, rights, preferences and
limitations of the shares of each such series. The authority of the
Board of Directors with respect to each series shall include, but not
be limited to, determination of the following:
(A) The number of shares constituting such series, including
the authority to increase or decrease such number, and the
distinctive designation of such series;
(B) The dividend rate of the shares of such series, whether
the dividends shall be cumulative and, if so, the date from which
they shall be cumulative, and the relative rights of priority, if
any, of payment of dividends on shares of such series;
(C) The right, if any, of the Corporation to redeem shares
of such series and the terms and conditions of such redemption;
(D) The rights of the shares in case of a voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of
payment of shares of such series;
(E) The voting power, if any, of such series and the terms
and conditions under which such voting power may be exercised;
(F) The obligation, if any, of the Corporation to retire
shares of such series pursuant to a retirement or sinking fund or
funds of a similar nature or otherwise and the terms and
conditions of such obligations;
(G) The terms and conditions, if any, upon which shares of
such series shall be convertible into or exchangeable for shares
of stock of any other class or classes, including the price or
prices or the rate or rates of conversion or exchange and the
terms of adjustment if any; and
(H) Any other rights, preferences or limitations of the
shares of such series.
5. In all elections for Directors, each shareholder entitled to vote shall
be entitled to only one vote for each share held, it being intended hereby to
deny to shareholders of this Corporation the right of cumulative voting in the
election of Directors.
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6. (a) Except as otherwise fixed by or pursuant to the provisions of
Article 6 hereof relating to the rights of the holders of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation to elect additional directors under specified circumstances, the
number of Directors of the Corporation shall be fixed from time to time by or
pursuant to the By-Laws of the Corporation. The Directors, other than those who
may be elected by the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation, shall be
classified, with respect to the time for which they severally hold office, into
three classes, as nearly equal in number as possible, as shall be provided in
the manner specified in the By-Laws of the Corporation, one class to be
originally elected for a term expiring at the annual meeting of shareholders to
be held in 1997, another class to be elected for a term expiring at the annual
meeting of shareholders to be held in 1998, and another class to be originally
elected for a term expiring at the annual meeting of shareholders to be held in
1999, with each director to hold office until his or her successors of the class
of Directors whose term expires at that meeting shall be elected to hold office
for a term expiring at the annual meeting of shareholders held in the third year
following the year of election.
(b) Advance notice of shareholder nominations for the election of
Directors and advance notice of business to be brought by shareholders
before an annual meeting shall be given in the manner provided in the
By-Laws of the Corporation.
(c) Except as otherwise provided for or fixed by or pursuant to the
provisions of Article 6 hereof relating to the rights of the holders of any
class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation to elect additional directors under specified
circumstances, newly created directorships resulting from any increase in
the number of Directors and any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal or other case
shall be filled only by the affirmative vote of a majority of the remaining
Directors then in office, even though less than a quorum of the Board of
Directors. Any Directors elected in accordance with the preceding sentence
shall hold office for the remainder of the full term of the class of
Directors in which the new directorship was created or the vacancy occurred
and until such Director's successor shall have been duly elected and
qualified. No decrease in the number of Directors constituting the Board of
Directors shall shorten the term of any incumbent Director.
(d) Subject to the rights of any class or series of stock having
preference over the Common Stock as to dividends or upon liquidation to
elect Directors under specified circumstances, any Director may be removed
from office, with or without cause, only by the affirmative vote of the
holders of 75% of the voting power of all shares of the Corporation
entitled to vote generally in the election of Directors, voting together as
a single class.
(e) Notwithstanding anything contained in these Amended and Restated
Articles of Incorporation to the contrary, the affirmative vote of the
holders of at least 75% of the voting power of all shares of the
Corporation entitled to vote generally in the election of Directors voting
together as a single class, shall be required to alter, amend or repeal
this Article 6.
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IN TESTIMONY WHEREOF, the undersigned officers of this Corporation have
executed and sealed these Amended and Restated Articles of Incorporation this
8th day of May, 1996.
PENN NATIONAL GAMING, INC.
By: /s/ Peter M. Carlino
------------------------
Name: Peter M. Carlino
Title: President
Attest: /s/ Robert S. Ippolito
--------------------------
Name: Robert S. Ippolito
Title: Secretary
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