EXHIBIT 3(i)
E-1
RESTATED ARTICLES OF INCORPORATION
ARTICLE ONE
MEXCO ENERGY CORPORATION, pursuant to the provisions of Article 7-2-107 of
the Colorado Corporation Code, hereby adopts Restated Articles of Incorporation
which accurately copy the Articles of Incorporation and all amendments thereto
that are in effect to date and as further amended by such Restated Articles of
Incorporation as hereinafter set forth and which contain no other change in any
provision thereof.
ARTICLE TWO
The Articles of Incorporation of the corporation are amended by the
Restated Articles of Incorporation as follows:
The Articles of Incorporation are deleted in their entirety and the
Restated Articles of Incorporation set out in Exhibit I attached hereto
are substituted therefor.
ARTICLE THREE
Each such amendment made by these Restated Articles of Incorporation has
been effected in conformity with the provisions of the Colorado Corporation Code
and such Restated Articles of Incorporation and each such amendment made by the
Restated Articles of Incorporation were duly adopted by the shareholders of the
corporation on the 15/th/ day of September, 1997.
------ ---------
ARTICLE FOUR
The number of shares outstanding was 1,623,229, and the number of shares
entitled to vote on the Restated Articles of Incorporation as so amended was
1,623,229, the holders of which
PAGE 1
have signed a written consent to the adoption of such Restated Articles of
Incorporation as so amended.
ARTICLE FIVE
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are hereby superseded by the following Restated Articles of Incorporation which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 and as amended as above set forth are as
set out in Exhibit I attached hereto.
DATED SEPTEMBER 15, 1997.
-------------
MEXCO ENERGY CORPORATION
By: /s/ NICHOLAS TAYLOR
-----------------------------
President
By: /s/ TERRY COX
----------------------------
Asst. Secretary
PAGE 2
THE STATE OF TEXAS (S)
(S)
COUNTY OF MIDLAND (S)
BEFORE ME, a Notary Public, on this day personally appeared Nicholas
-------------
C. Taylor , known to me to be the person whose name is subscribed to the
- - ----------
foregoing document and, being by me first duly sworn, declared that the
statements therein contained are true and correct.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 15/th/ day of
------
September, 1997.
- - ---------
[NOTARY SEAL APPEARS HERE] CAROL ANN JOHNSTON /s/ CAROL ANN JOHNSTON
MY COMMISSION EXPIRES -------------------------
February 4, 2001 NOTARY PUBLIC
THE STATE OF TEXAS (S)
(S)
COUNTY OF MIDLAND (S)
BEFORE ME, a Notary Public, on this day personally appeared Terry Cox ,
--------------
known to me to be the person whose name is subscribed to the foregoing document
and, being by me first duly sworn, declared that the statements therein
contained are true and correct.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 15/th/ day of September,
------ ---------
1997.
[NOTARY SEAL APPEARS HERE] CAROL ANN JOHNSTON /s/ CAROL ANN JOHNSTON
MY COMMISSION EXPIRES -------------------------
February 4, 2001 NOTARY PUBLIC
PAGE 3
EXHIBIT I
RESTATED ARTICLES OF INCORPORATION OF
MEXCO ENERGY CORPORATION
ARTICLE ONE
The name of the corporation is MEXCO ENERGY CORPORATION.
ARTICLE TWO
The period of duration is perpetual.
ARTICLE THREE
The purpose for which this corporation is organized are:
To engage in any lawful activity or business and to promote and conduct
any legitimate object of purpose or purposes permitted under the laws of
the State of Colorado.
and to enable the corporation to accomplish such purposes, the corporation shall
have and possess and exercise all of the rights, powers and privileges granted
to or conferred upon corporations by the Colorado Business Corporation Act or by
any other law of the State of Colorado or by these Articles of Incorporation,
together with all other rights, powers and privileges incident thereto that
shall or may be necessary or convenient to the conduct of such activities and
business and the achievement of such purposes.
ARTICLE FOUR
The total number of shares of stock which the corporation shall have
authority to issue is fifty million (50,000,000) divided into two classes:
A. One class designated as common stock shall consist of Forty Million
(40,000,000) shares having a par value of Fifty Cents ($.50) per
share; and the other class designated as preferred shares shall
consist of Ten Million (10,000,000) shares having a par value of One
Dollar ($1.00) per share.
PAGE 4
B. The preferences, qualifications, limitations, restrictions in the
special or relative right in respect to the shares are as follows:
1. Shares of Preferred Stock may be issued from time to time in one
or more series to have distinctive serial designations, as shall
hereafter be determined in the resolution or resolutions
providing for the issue of such Preferred Stock from time to
time adopted by the Board of Directors pursuant to authority as
so to do which is hereby vested in the Board of Directors.
2. Each series of Preferred Stock:
a. may have such number of shares;
b. may not have voting powers without the prior approval
of the holders of a majority of the Common Stock
except when dividends are in arrears for twelve (12)
months;
c. may be subject to redemption at such time or times and
at such prices;
d. may be entitled to receive dividends (which may be
cumulative or noncumulative) at such rate or rates, on
such conditions, from such date or dates, and at such
times, and payable in preference to, or in relation
to, the dividends payable on any other class or
classes or series of stock;
e. may have such rights upon the dissolution of, or upon
any distribution of the assets of, the corporation;
f. may be made convertible at not less than book value
into, or exchangeable for, shares of any other class
or classes (except a class having prior or superior
rights and preferences as to dividends or distribution
of assets upon liquidation) or of any other series of
the same or any other class or classes of stock of the
corporation at such price or prices or at such rates
of exchange, and which such adjustments without the
approval of the holders of a majority of the Common
Stock;
g. may be entitled to the benefit of a sinking fund or
purchase fund to be applied to the purchase or
redemption of shares of such series in such amount or
amounts;
PAGE 5
h. may be entitled to the benefit of conditions and
restrictions upon the creation of indebtedness of the
Corporation or any subsidiary, upon the issue of any
additional stock (including additional shares of such
series or of any other series) and upon the payment of
dividends or the making of other distributions on, and
the purchase, redemption or other acquisition by the
Corporation or any subsidiary of any outstanding stock
of the Corporation; and
i. may have such other relative, participating, optional
or other special rights, and qualifications,
limitations or restrictions thereof;
all as shall be stated in said resolution or resolutions
providing for the issue of such Preferred Stock. Except where
otherwise set forth in the resolution or resolutions adopted by
the Board of Directors providing for the issue of any series of
Preferred Stock, the number of shares comprising such series may
be increased or decreased (but not below the number of shares
then outstanding) from time to time by like action of the Board
of Directors.
3. Shares of any series of Preferred Stock which have been redeemed
(whether through the operation of a sinking fund or otherwise)
or purchased by the Corporation, or which, if convertible or
exchangeable, have been converted into or exchanged for shares
of stock of any other class or classes shall 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 or may be reclassified and reissued as part of a new series
of Preferred Stock to be created by resolution or resolutions
adopted by the Board of Directors providing for the issue of
any series of Preferred Stock and to any filing required by law.
4. Except as otherwise provided by law or by the resolution or
resolutions of the Board of Directors providing for the issue of
any series of the Preferred Stock, the Common Stock shall have
the exclusive right to vote for the election of Directors and
for all other purposes, each holder of the Common Stock being
entitled to one vote for each share held.
Subject to all of the rights of the Preferred Stock or any series
thereof, the holders of the Common Stock shall be entitled to receive,
when, as and if declared by the Board of Directors, out of funds legally
available therefor, dividends payable in case, stock or otherwise.
Upon any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, and after the holders of the Preferred
Stock of each series shall have been paid in full the amounts to which
they respectively shall be
PAGE 6
entitled or a sum sufficient for such payment in full shall have been
set aside, the remaining net assets of the corporation shall be
distributed pro rata to the holders of the Common Stock in accordance
with their respective rights and interests, to the exclusion of the
holders of the Preferred Stock
C. Each of the 1,623,229 shares of the corporation previously issued having
a par value of Fifty Center ($0.50) per share, shall be equal to one (1)
fully paid and nonassessable common share of the corporation having a
par value of Fifty Cents ($0.50) per share authorized to be issued under
the Articles of Incorporation as hereby amended. Certificates for common
shares previously issued and outstanding as of the date of these
Restated Articles of Incorporation shall remain issued and outstanding
hereafter.
No stockholder of this corporation shall, by reason of his/her holding
shares of any class, have any pre-emptive or preferential right to purchase or
subscribe to any shares of any class of this corporation, now or hereafter to be
authorized, or any notes, debentures, bond 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 price as the Board of Directors in its discretion may fix; and the Board of
Directors may issue shares of any class of this corporation, 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.
A cumulative voting by the stockholders of the corporation at any election
for directors is expressly prohibited. The shareholders entitled to vote for
directors in such election shall be entitled to cast one vote per directorship
for each share held, and no more.
PAGE 7
ARTICLE FIVE
The corporation will not commence business until it has received for
issuance of its shares consideration of the value of One Thousand Dollars
($1,000.00), consisting of money, labor done, or property actually received,
which sum is not less than One Thousand Dollars ($1,000.00).
ARTICLE SIX
The post office address of its registered agent is 4988 W. Fair Avenue
Littleton, Colorado, and the name of its registered agent at such address is
Aims McGuinness.
PAGE 8