EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
MURPHY OIL CORPORATION
AS AMENDED SEPTEMBER 25, 1986
MURPHY OIL CORPORATION, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: The name of the corporation shall be MURPHY OIL CORPORATION
(hereinafter called the "Company").
SECOND: The registered office of the Company in the State of Delaware
is to be located in the City of Wilmington, County of New Castle. The name of
its registered agent is The Corporation Trust Company, whose address is No. 100
West Tenth Street, Wilmington, Delaware 19899.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The total number of shares of stock of all classes which the
Company shall have authority to issue is 80,400,000 shares, of which 400,000
shall be of the par value of $100 each, designated as "Cumulative Preferred
Stock" (hereinafter in this Article Fourth called "Preferred Stock"), and
80,000,000 shall be of the par value of $1.00 each, designated as "Common
Stock".
No stockholder of the Company shall by reason of his holding shares of
any class have any pre-emptive or preferential right to purchase or subscribe to
any shares of any class of the Company, now or hereafter to be authorized, or
any notes, debentures, bonds, or other securities convertible into or carrying
options or warrants to purchase shares of any class, now or hereafter to be
authorized, whether or not the issuance of any such shares, or such notes,
debentures, bonds or other securities, would adversely affect the dividend or
voting rights of such stockholder, other than such rights, if any, as the board
of directors, in its discretion from time to time may grant, and at such prices
as the board of directors in its discretion may fix; and the board of directors
may issue shares of any class of the Company, or any notes, debentures, bonds,
or other securities convertible into or carrying options or warrants to purchase
shares of any class, without offering any such shares of any class, either in
whole or in part, to the existing stockholders of any class.
The following are the terms and provisions of each class of stock which
the Company shall have authority to issue:
Ex. 3.1-1
SECTION I
Cumulative Preferred Stock
(1) The Preferred Stock may be issued, from time to time, in one or
more series, the shares of each series to have such designations, preferences,
and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof 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 hereinafter provided.
(2) Authority is hereby expressly vested in and granted to the board of
directors of the Company, subject to the provisions of this Article Fourth, to
authorize the issue of one or more series of Preferred Stock and with respect to
each such series to fix, by resolution or resolutions providing for the issue of
such series, the following:
(a) the maximum number of shares to constitute such series and the
distinctive designation thereof;
(b) the annual dividend rate on the shares of such series and the
date or dates from which dividends shall be accumulated as herein provided;
(c) the premium, if any, over and above the par value thereof and
any accumulated dividends thereon which the holders of such shares of such
series shall be entitled to receive upon the redemption thereof, which
premium may vary at different redemption dates and may also be different
with respect to shares redeemed through the operation of any purchase,
retirement or sinking fund than with respect to shares otherwise redeemed;
(d) the premium, if any, over and above the par value thereof and
any accumulated dividends thereon which the holders of such shares of such
series shall be entitled to receive upon the voluntary liquidation,
dissolution or winding up of the Company;
(e) whether or not the shares of such series shall be subject to
the operation of a purchase, retirement or sinking fund and, if so, the
extent to and manner in which such purchase, retirement or sinking fund
shall be applied to the purchase or redemption of the shares of such series
for retirement or for other corporate purposes and the terms and provisions
relative to the operation of the said fund or funds;
(f) whether or not the shares of such series shall be convertible
into or exchangeable for shares of stock of any other class or classes, or
of any other series of the same class, and if so convertible or
exchangeable, the price or prices or the rate or rates of conversion or
exchange and the method, if any, of adjusting the same;
(g) the limitations and restrictions, if any, to be effective
while any shares of such series are outstanding, upon the payment of
dividends or making of other distributions, and upon the purchase,
redemption or other acquisition by the Company, or any subsidiary, of the
Preferred Stock, the Common Stock, or any other class or classes of stock
of the Company ranking on a parity with or junior to the shares of such
series either as to dividends or upon liquidation;
(h) the conditions or restrictions, if any, upon the creation of
indebtedness of the Company or of any subsidiary, or upon the issue of any
additional stock (including additional shares of such series or of any
other series or of any other class) ranking on a parity with or prior to
the shares of such series either as to dividends or upon liquidation; and
Ex. 3.1-2
(i) any other preferences and relative, participating, optional or
other special rights, or qualifications, limitations or restrictions
thereof, as shall not be inconsistent with this Article Fourth.
(3) All shares of any one series of Preferred Stock shall be identical
with each other in all respects, except that shares of any one series issued at
different times may differ as to the dates from which dividends thereon shall be
cumulative; and all series shall rank equally and be identical in all respects,
except as permitted by the foregoing provisions of Paragraph (2) of this Section
I of this Article Fourth.
(4) Before any dividends (other than dividends payable in Common Stock)
on any class or classes of stock of the Company ranking junior to the Preferred
Stock as to dividends shall be declared or paid or set apart for payment, the
holders of shares of Preferred Stock of each series shall be entitled to receive
cash dividends, when and as declared by the board of directors, at the annual
rate, and no more, fixed in the resolution or resolutions adopted by the board
of directors providing for the issue of such series, payable quarterly in each
year on such dates as may be fixed in such resolution or resolutions, to holders
of record on such respective dates, not exceeding 50 days preceding such
dividend payment dates, as may be determined by the board of directors in
advance of the payment of each particular dividend; provided, however, that the
resolution or resolutions providing for the issue of each series of Preferred
Stock shall fix the same dates in each year for the payment of quarterly
dividends as are fixed for the payment of quarterly dividends in the resolution
or resolutions providing for the issue of all other series of Preferred Stock at
the time outstanding. With respect to each series of Preferred Stock such
dividends shall be cumulative from the date or dates fixed in the resolution or
resolutions providing for the issue of such series, which dates shall in no
instance be more than 90 days before or after the date of the issuance of the
particular shares of such series then to be issued. No dividends shall be
declared on any series of Preferred Stock in respect of any quarter-yearly
dividend period unless there shall likewise be or have been declared on all
shares of Preferred Stock of each other series at the time outstanding like
dividends ratably in proportion to the respective annual dividend rates fixed
therefor as hereinbefore provided.
(5) In the event of any liquidation, dissolution or winding up of the
Company, before any payment or distribution of the assets of the Company
(whether capital or surplus) shall be made to or set apart for the holders of
any class or classes of stock of the Company ranking junior to the Preferred
Stock upon liquidation, the holders of shares of Preferred Stock shall be
entitled to receive payment at the rate of $100 per share, plus an amount equal
to all dividends (whether or not earned or declared) accumulated to the date of
final distribution to such holders, and, in addition thereto, if such
liquidation, dissolution or winding up be voluntary, the amount of the premium,
if any, payable upon such liquidation, dissolution or winding up as fixed for
the shares of the respective series; but such holders shall not be entitled to
any further payment. If, upon any liquidation, dissolution or winding up of the
Company, the assets of the Company, or proceeds thereof, distributable among the
holders of shares of Preferred Stock shall be insufficient to pay in full the
preferential amount aforesaid, then such assets, or the proceeds thereof, shall
be distributed among such holders ratably in accordance with the respective
amounts which would be payable on such shares if all amounts payable thereon
were paid in full. For the purpose of this Paragraph (5), the voluntary sale,
conveyance, lease, exchange or transfer (for cash, shares of stock, securities
or other consideration) of all or substantially all the property or assets of
the
Ex. 3.1-3
Company shall be deemed a voluntary liquidation, dissolution or winding up of
the Company, but a consolidation or merger of the Company with one or more other
corporations (whether or not the Company is the corporation surviving such
consolidation or merger) shall not be deemed to be liquidation, dissolution or
winding up, voluntary or involuntary.
(6) The Company, at the option of the board of directors, may, except
as provided in Paragraph (10) of this Section I of this Article Fourth, redeem
at any time the whole or from time to time any part of the Preferred Stock of
any series at the time outstanding, at the par value thereof, plus in every case
an amount equal to all accumulated dividends with respect to each share so to be
redeemed, and, in addition thereto, the amount of the premium, if any, payable
upon such redemption fixed in the resolution or resolutions providing for the
issue of such series (the total sum so payable on any such redemption being
herein referred to as the "redemption price"). Notice of every such redemption
shall be mailed at least 30 days in advance of the date designated for such
redemption (herein called the "redemption date") to the holders of record of
shares of Preferred Stock so to be redeemed at their respective addresses as the
same shall appear on the books of the Company. In order to facilitate the
redemption of any shares of Preferred Stock that may be chosen for redemption as
provided in this Paragraph (6), the board of directors shall be authorized to
cause the transfer books of the Company to be closed as to such shares at any
time not exceeding 50 days prior to the redemption date. In case of the
redemption of a part only of any series of Preferred Stock at the time
outstanding, the shares of such series so to be redeemed shall be selected by
lot or in such other manner as the board of directors may determine. The board
of directors shall have full power and authority, subject to the limitations and
provisions herein contained, to prescribe the terms and conditions upon which
the Preferred Stock shall be redeemed from time to time.
(7) If said notice of redemption shall have been given as aforesaid and
if, on or before the redemption date, the funds necessary for such redemption
shall have been set aside by the Company, separate and apart from its other
funds, in trust for the pro rata benefit of the holders of the shares so called
for redemption; then, from and after the redemption date, notwithstanding that
any certificate for shares of Preferred Stock so called for redemption shall not
have been surrendered for cancellation, the shares represented thereby shall not
be deemed outstanding, the right to receive dividends thereon shall cease to
accrue from and after the redemption date and all rights of holders of the
shares of Preferred Stock so called for redemption shall forthwith, after the
redemption date, cease and terminate, excepting only the right to receive the
redemption price therefor but without interest. Any moneys so set aside by the
Company and unclaimed at the end of six years from the date fixed for such
redemption shall revert to the general funds of the Company after which
reversion the holders of such shares so called for redemption shall look only to
the Company for payment of the redemption price, and such shares shall still not
be deemed to be outstanding.
(8) If, on or before the redemption date, the Company shall deposit in
trust, with a bank or trust company in the Borough of Manhattan, The City of New
York, having a capital and surplus of at least $5,000,000 the funds necessary
for the redemption of the shares of Preferred Stock so called for redemption, to
be applied to the redemption of such shares, and if on or before such date the
Company shall have given notice of redemption as aforesaid or made provision
satisfactory to such bank or trust company for the timely giving thereof, then
from and after the date of such
Ex. 3.1-4
deposit all shares of Preferred Stock so called for redemption shall not be
deemed to be outstanding, and all rights of the holders of such shares of
Preferred Stock so called for redemption shall cease and terminate, excepting
only the right to receive the redemption price therefor, but without interest,
and the right to exercise on or before the date fixed for redemption privileges
of conversion or exchange, if any, not theretofore otherwise expiring. Any funds
so deposited, which shall not be required for such redemption because of the
exercise of any such right of conversion or exchange subsequent to the date of
such deposit, shall be returned to the Company. In case the holders of shares of
Preferred Stock which shall have been called for redemption shall not, within
one year after the redemption date, claim the amount deposited with respect to
the redemption thereof, any such bank or trust company shall, upon demand, pay
over to the Company such unclaimed amounts and thereupon such bank or trust
company shall be relieved of all responsibility in respect thereof to such
holder and such holder shall look only to the Company for the payment thereof.
Any interest accrued on funds so deposited shall be paid to the Company from
time to time. Any such unclaimed amounts paid over by any such bank of trust
company to the Company shall, for a period terminating six years after the date
fixed for redemption, be set aside and held by the Company in the manner and
with the same effect as if such unclaimed amounts had been set aside under the
preceding Paragraph (7) of this Section I of this Article Fourth.
(9) Shares of Preferred Stock which have been retired through the
operation of purchase, retirement or sinking fund, whether by redemption,
purchase or otherwise, shall, upon compliance with any applicable provisions of
the General Corporation Law of the State of Delaware, have the status of
authorized and unissued shares of Preferred Stock, but shall be reissued only as
part of a new series of Preferred Stock to be created by resolution or
resolutions of the board of directors or as part of any other series of
Preferred Stock the terms of which do not prohibit such reissue, and shall not
be reissued as a part of the series of which they were originally a part. Shares
of Preferred Stock which have been redeemed or purchased, otherwise than through
the operation of a purchase, retirement or sinking fund, or which, if
convertible or exchangeable, have been converted into or exchanged for shares of
stock of any other class or classes ranking junior to the Preferred Stock both
as to dividends and upon liquidation, shall, upon compliance with any applicable
provisions of the General Corporation Law of the State of Delaware, have the
status of authorized and unissued shares of Preferred Stock and may be reissued
as a part of the series of which they were originally a part (if the terms of
such series do not prohibit such reissue) or as part of a new series of
Preferred Stock to be created by resolution or resolutions of the board of
directors or as part of any other series of Preferred Stock the terms of which
do not prohibit such reissue.
(10) If at any time the Company shall have failed to pay dividends in
full on the Preferred Stock, thereafter and until dividends in full, including
all accumulated dividends on the Preferred Stock outstanding, shall have been
declared and set apart for payment or paid, (a) the Company, without the
affirmative vote or consent of the holders of at least 66 2/3% in interest of
the Preferred Stock at the time outstanding, given in person or by proxy, either
in writing or by resolution adopted at a special meeting called for the purpose,
the holders of the Preferred Stock, regardless of series, consenting or voting
(as the case may be) separately as a class, shall not redeem less than all the
Preferred Stock at such time outstanding, and (b) neither the Company nor any
subsidiary shall purchase any Preferred Stock except in accordance with a
Ex. 3.1-5
purchase offer made in writing or by publication (as determined by the board of
directors) to all holders of Preferred Stock of all series upon such terms as
the board of directors, in their sole discretion after consideration of the
respective annual dividend rates and other relative rights and preferences of
the respective series, shall determine (which determination shall be final and
conclusive) will result in fair and equitable treatment among the respective
series; provided that (i) the Company, to meet the requirements of any purchase,
retirement or sinking fund provisions with respect to any series, may use shares
of such series acquired by it prior to such failure and then held by it as
treasury stock and (ii) nothing shall prevent the Company from completing the
purchase or redemption of shares of Preferred Stock for which a purchase
contract was entered into for any purchase, retirement or sinking fund purposes,
or the notice of redemption of which was initially published, prior to such
default.
(11) So long as any of the Preferred Stock is outstanding, the Company
will not:
(a) Without the affirmative vote or consent of the holders of
at least 66 2/3% of all the Preferred Stock at the time outstanding,
given in person or by proxy, either in writing or by resolution adopted
at a special meeting called for the purpose, the holders of the
Preferred Stock, regardless of series, consenting or voting (as the
case may be) separately as a class (i) create any class or classes of
stock ranking prior to the Preferred Stock, either as dividends or upon
liquidation, or increase the authorized number of shares of any class
or classes of stock ranking prior to the Preferred Stock either as to
dividends or upon liquidation or (ii) amend, alter or repeal any of the
provisions of this Article Fourth so as adversely to affect the
preferences, special rights, or powers of the Preferred Stock.
(b) Without the affirmative vote or consent of the holders of
at least 66 2/3% of any series of the Preferred Stock at the time
outstanding, given in person or by proxy, either in writing or by
resolution adopted at a special meeting called for the purpose, the
holders of such series of the Preferred Stock consenting or voting (as
the case may be) separately as a class, amend, alter or repeal any of
the provisions of the resolution or resolutions providing for the issue
of such series so as adversely to affect the preferences, special
rights or powers of the Preferred Stock of such series.
(c) Without the affirmative vote or consent of the holders of
at least a majority of all the Preferred Stock at the time outstanding,
given in person or by proxy, either in writing or by resolution adopted
at a special meeting called for the purpose, the holders of the
Preferred Stock, regardless of series, consenting or voting (as the
case may be) separately as a class (i) increase the authorized amount
of the Preferred Stock, (ii) create any other class or classes of stock
ranking on a parity with the Preferred Stock either as to dividends or
upon liquidation, (iii) merge or consolidate with any other
corporation, other than a wholly owned subsidiary, or (iv) voluntarily
dissolve.
(12) Except as herein or by law expressly provided, the Preferred Stock
shall have no right or power to vote on any question or in any proceeding or to
be represented at or to receive notice of any meeting of stockholders. If,
however, and whenever, at any time or times, dividends payable on the Preferred
Stock shall be in default in an aggregate amount equivalent to not less than
four full quarterly dividends on any series of Preferred Stock at the time
outstanding, the outstanding Preferred
Ex. 3.1-6
Stock shall have the exclusive right, voting separately as a class, to elect two
directors of the Company, and the remaining directors shall be elected by the
other class or classes of stock entitled to vote therefor. Whenever such right
of the holders of the Preferred Stock shall have vested, such right may be
exercised initially either at a special meeting of such holders of the Preferred
Stock called as provided in Paragraph (13) of this Section I of this Article
Fourth, or at any annual meeting of stockholders held for the purpose of
electing directors, and thereafter at such annual meetings. The right of the
holders of the Preferred Stock, voting separately as a class, to elect members
of the board of directors of the Company as aforesaid shall continue until such
time as all dividends accumulated on the Preferred Stock shall have been paid in
full, at which time the right of the holders of the Preferred Stock to vote and
to be represented at and to receive notice of meetings shall terminate, except
as herein or by law expressly provided, subject to revesting in the event of
each and every subsequent default of the character above mentioned.
(13) At any time when the special voting right shall have vested in the
holders of the Preferred Stock then outstanding as provided in the preceding
Paragraph (12) of this Section I of this Article Fourth, and if such right shall
not already have been initially exercised, a proper officer of the Company
shall, upon the written request of the holders of record of at least 10% in
amount of the Preferred Stock then outstanding, regardless of series, addressed
to the secretary of the Company, call a special meeting of the holders of the
Preferred Stock and of any other class or classes of stock having voting power
with respect thereto, for the purpose of electing directors. Such meeting shall
be held at the earliest practicable date upon the notice required for annual
meetings of stockholders at the place for the holding of annual meetings of
stockholders of the Company. If such meeting shall not be called by the proper
officer of the Company within 20 days after the personal service of such written
request upon the secretary of the Company, or within 20 days after mailing the
same within the United States of America, by registered mail addressed to the
secretary of the Company at its principal office (such mailing to be evidenced
by the registry receipt issued by the postal authorities), then the holders of
record of at least 10% in amount of the Preferred Stock then outstanding,
regardless of series, may designate in writing one of their number to call such
meeting at the expense of the Company, and such meeting may be called by such
person so designated upon the notice required for annual meetings of
stockholders and shall be held at the place for the holding of annual meetings
of stockholders of the Company. Any holder of Preferred Stock so designated
shall have access to the stock books of the Company for the purpose of causing a
meeting of stockholders to be called pursuant to these provisions.
Notwithstanding the provisions of this Paragraph (13), no such special meeting
shall be called during the period within 60 days immediately preceding the date
fixed for the next annual meeting of stockholders.
(14) At any meeting held for the purpose of electing directors at which
the holders of the Preferred Stock shall have the special right, voting
separately as a class, to elect directors as provided in Paragraph (12) of this
Section I of this Article Fourth, the presence, in person or by proxy, of the
holders of 33 1/3% of the Preferred Stock at the time outstanding shall be
required and be sufficient to constitute a quorum of such class for the election
of any director by the holders of the Preferred Stock as a class. At any such
meeting or adjournment thereof, (a) the absence of a quorum of the Preferred
Stock shall not prevent the election of the directors to be elected by the
holders of stock other than the Preferred Stock and the absence of a quorum of
stock
Ex. 3.1-7
other than the Preferred Stock shall not prevent the election of the directors
to be elected by the holders of the Preferred Stock, and (b) in the absence of
such quorum, either of the Preferred Stock or of stock other than the Preferred
Stock, or both, a majority of the holders, present in person or by proxy, of the
class or classes of stock which lack a quorum shall have power to adjourn the
meeting for the election of directors whom they are entitled to elect, from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present.
(15) The term of office of all directors in office at any time when
voting power shall, as aforesaid, be vested in the holders of the Preferred
Stock shall terminate upon the election of any new directors at any meeting of
stockholders called for the purpose of electing directors. Upon any termination
of the right of the holders of the Preferred Stock to vote for directors as
herein provided, the term of office of all directors then in office shall
terminate upon the election of new directors at a meeting of the other class or
classes of stock of the Company then entitled to vote for directors, which
meeting may be held at any time after such termination of voting right in the
holders of the Preferred Stock, upon notice as above provided, and shall be
called by the secretary of the Company upon written request of the holders of
record of 10% of the aggregate number of outstanding shares of such other class
or classes of stock then entitled to vote for directors.
(16) If in any case the amounts payable with respect to any
requirements to retire shares of the Preferred Stock are not paid in full in the
case of all series with respect to which such requirements exist, the number of
shares to be retired in each series shall be in proportion to the respective
amounts which would be payable on account of such requirements if all amounts
payable were met in full.
(17) Whenever, at any time, full cumulative dividends as aforesaid for
all past dividend periods and for the current dividend period shall have been
paid or declared and set apart for payment on the then outstanding Preferred
Stock, and after complying with all the provisions with respect to any purchase,
retirement or sinking fund or funds for any one or more series of Preferred
Stock, the board of directors may, subject to the provisions hereof with respect
to the payment of dividends on any other class or classes of stock, declare
dividends on any such other class or classes of stock ranking junior to the
Preferred Stock as to dividends subject to the respective terms and provisions,
if any, applying thereto, and the Preferred Stock shall not be entitled to share
therein.
Upon any liquidation, dissolution or winding up of the Company, after
payment shall have been made in full to the Preferred Stock as provided in
Paragraph (5) of this Section I, of this Article Fourth, but not prior thereto,
any other class or classes of stock ranking junior to the Preferred Stock upon
liquidation shall, subject to the respective terms and provisions, if any,
applying thereto, be entitled to receive any and all assets remaining to be paid
or distributed, and the Preferred Stock shall not be entitled to share therein.
(18) For the purposes of this Section I of this Article Fourth or of
any resolution of the board of directors providing for the issue of any series
of Preferred Stock or of any certificate filed with the Secretary of State of
Delaware (unless otherwise provided in any such resolution or certificate):
(a) The amount of dividends "accumulated" on any share of
Preferred Stock of any series as at any quarterly dividend date shall
be deemed to be the amount of any unpaid dividends accumulated thereon
to and including such quarterly dividend date, whether or not earned or
declared, and the amount of
Ex. 3.1-8
dividends "accumulated" on any share of Preferred Stock of any series
as at any date other than a quarterly dividend date shall be calculated
as the amount of any unpaid dividends accumulated thereon to and
including the last preceding quarterly dividend date, whether or not
earned or declared, plus an amount equivalent to interest on the par
value of such shares at the annual dividend rate fixed for the shares
of such series for the period after such last preceding quarterly
dividend date to and including the date as of which the calculation is
made.
(b) Any class or classes of stock of the Company shall be
deemed to rank
(i) prior to the Preferred Stock either as to
dividends or upon liquidation if the holders of such class or
classes shall be entitled to the receipt of dividends or of
amounts distributable upon liquidation, dissolution or winding
up, as the case may be, in preference or priority to the
holders of the Preferred Stock;
(ii) on a parity with the Preferred Stock either as
to dividends or upon liquidation, whether or not the dividend
rates, dividend payment dates, or redemption or liquidation
prices per share thereof be different from those of the
Preferred Stock, if the holders of such class or classes of
stock shall be entitled to the receipt of dividends or of
amounts distributable upon liquidation, dissolution or winding
up, as the case may be, in proportion to their respective
dividend rates or liquidation prices, without preference or
priority one over the other with respect to the holders of the
Preferred Stock;
(iii) junior to the Preferred Stock either as to
dividends or upon liquidation if the rights of the holders of
such class or classes shall be subject or subordinate to the
rights of the holders of the Preferred Stock in respect of the
receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be.
(19) So long as any shares of Preferred Stock shall be outstanding, the
Preferred Stock shall be deemed to rank prior to the Common Stock as to
dividends and upon liquidation.
SECTION II
Common Stock
Except as herein or by law expressly provided, each holder of Common
Stock shall have the right, to the exclusion of all other classes of stock, to
one vote for each share of stock standing in the name of such holder on the
books of the Company.
FIFTH: The minimum amount of capital with which the Company will
commence business is $1,000.
Ex. 3.1-9
SIXTH: The name and place of residence of each of the incorporators is
as follows:
Name Residence
---- ---------
J. A. O'Connor, Jr. 510 East Faulkner Street
El Dorado, Arkansas
Jerry W. Watkins 1007 Brookwood Drive
El Dorado, Arkansas
Wilma B. Meek Calion, Arkansas
SEVENTH: The existence of the Company is to be perpetual.
EIGHTH: The private property of the stockholders shall not be subject
to the payment of corporate debts to any extent whatsoever.
NINTH: The number of directors of the Company shall be such as from
time to time shall be fixed by, or in the manner provided in, the bylaws, but
shall not be less than three. Election of directors need not be by ballot unless
the bylaws so provide. In furtherance, and not in limitation of the powers
conferred by law, the board of directors is expressly authorized
(a) To make, alter or repeal the bylaws of the Company; to set apart
out of any of the funds of the Company available for dividends a reserve or
reserves for any proper purpose and to abolish any such reserve in the manner in
which it was created; to authorize and cause to be executed mortgages and liens
upon any part of the property of the Company provided it be less than
substantially all; to determine whether any, and if any, what part, of the
annual net profits of the Company or of its net assets in excess of its capital
shall be declared as dividends and paid to the stockholders, and to direct and
determine the use and disposition of any such annual net profits or net assets
in excess of capital.
(b) By resolution passed by a majority of the whole board, to designate
one or more committees, each committee to consist of two or more of the
directors of the Company, which, to the extent provided in the resolution or in
the bylaws of the Company, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the Company, and
may authorize the seal of the Company to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
stated in the bylaws of the Company or as may be determined from time to time by
resolution adopted by the board of directors.
(c) When and as authorized by the affirmative vote of the holders of a
majority of the stock issued and outstanding having voting power given at a
stockholders' meeting duly called for that purpose, or when authorized by the
written consent of the holders of a majority of the voting stock issued and
outstanding, to sell, lease or exchange all of the property and assets of the
Company, including its good will and its corporate franchises, upon such terms
and conditions and for such consideration, which may be in whole or in part
shares of stock in, and/or other securities of, any other corporation or
corporations, as its board of directors shall deem expedient and for the best
interests of the Company.
Ex. 3.1-10
(d) To establish bonus, profit sharing, stock option, retirement or
other types of incentive or compensation plans for the employees (including
officers and directors) of the Company and to fix the amount of the annual
profits to be distributed or shared and to determine the persons to participate
in any such plans and the amount of their respective participations.
(e) To determine from time to time whether, and to what extent, and at
what times and places, and under what conditions and regulations, the accounts
and books of the Company (other than the stock ledger) or any of them, shall be
open to the inspection of the stockholders.
TENTH: The stockholders and board of directors shall have power, if the
bylaws so provide, to hold their meetings and to keep the books of the Company
(except such as are required by the law of the State of Delaware to be kept in
Delaware) and documents and papers of the Company outside the State of Delaware.
ELEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
TWELFTH: No contract or other transaction between the Company and any
other corporation and no other act of the Company with relation to any other
corporation shall, in the absence of fraud, in any way be invalidated or
otherwise affected by the fact that any one or more of the directors of the
Company are pecuniarily or otherwise interested in, or are directors or officers
of, such other corporation. Any director of the Company individually, or any
firm or association of which any director may be a member, may be a party to, or
may be pecuniarily or otherwise interested in, any contract or transaction of
the Company, provided that the fact that he individually or as a member of such
firm or association is such a party or so interested and the extent of such
interest shall be disclosed or shall have been known to a majority of the whole
board of directors present at any meeting of the board of directors at which
action upon such contract or transaction shall be taken; and any director of the
Company who is also a director or officer of such other corporation or who is
such a party or so interested may be counted in determining the existence of
Ex. 3.1-11
a quorum at any meeting of the board of directors which shall authorize any such
contract or transaction, and may vote thereat to authorize any such contract or
transaction, with like force and effect as if he were not such director or
officer of such other corporation or not so interested. Any director of the
Company may vote upon any contract or other transaction between the Company and
any subsidiary or affiliated corporation without regard to the fact that he is
also a director of such subsidiary or affiliated corporation.
THIRTEENTH: Each officer, director, or member of any committee
designated by the board of directors shall, in the performance of his duties, be
fully protected in relying in good faith upon the books of account or reports
made to the Company by any of its officials or by an independent certified
public accountant or by an appraiser selected with reasonable care by the board
of directors or by any such committee or in relying in good faith upon other
records of the Company.
FOURTEENTH: A director of the Company shall not be personally liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General Corporation Law, as the
same exists or hereafter may be amended, or (iv) for any transaction from which
the director derived an improper personal benefit. This Article shall not
eliminate or limit the liability of a director for any act or omission occurring
prior to the effective date of the Amendment adding this Article to the
Certificate of Incorporation. Any repeal or modification of this Article by the
stockholders of the Company shall be prospective only, and shall not adversely
affect any limitation on the personal liability of a director of the Company
existing at the time of such repeal or modification.
FIFTEENTH: The Company hereby 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 law, and all rights and powers
conferred herein on stockholders, directors and officers are subject to this
reserved power.
Ex. 3.1-12