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EXHIBIT 3.2
STATE OF MICHIGAN
DEPARTMENT OF COMMERCE
CORPORATION DIVISION
LANSING, MICHIGAN
RESTATED ARTICLES OF INCORPORATION
(Profit Corporation)
CMS NOMECO OIL & GAS GO.
Identification No. 129-659
(Incorporated in Michigan as Northern Michigan
Exploration Company on November 17, 1967; name
changed to NOMECO Oil & Gas Co. effective July
16, 1990, and name further changed to CMS NOMECO
Oil & Gas Co. effective January 9, 1995)
RESTATED ARTICLES OF INCORPORATION
These Restated Articles of Incorporation have been duly adopted by the
shareholders of CMS NOMECO Oil & Gas Co. in accordance with the provisions of
Act 284, Public Acts of 1972, and Act 407 Public Acts of 1982, as follows:
ARTICLE I
The name of the Corporation is CMS NOMECO Oil & Gas Co.
ARTICLE II
The purpose or purposes for which the Corporation is organized is to engage in
any activitiy within the purposes for which corporations may be organized under
the Business Corporation Act of Michigan.
ARTICLE III
The total number of shares of all classes of stock which the Corporation shall
have authority to issue is 60,000,000 of which 5,000,000 shares, no par value,
are of a class designated Preferred Stock and 55,000,000 shares, no par value,
are of a class designated Common Stock.
The statement of the designations and the voting and other powers, preferences
and rights, and the qualifications, limitations or restrictions thereof, of the
Common Stock and of the Preferred Stock is as follows:
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PREFERRED STOCK
The shares of Preferred Stock may be issued from time to time in one or more
series with such relative rights and preferences of the shares of any such
series as may be determined by the Board of Directors. The Board of Directors
is authorized to fix by resolution or resolutions adopted prior to the issuance
of any shares of each of such particular series of Preferred Stock, the
designation, powers, preferences and relative, participating, optional and
other rights, and the qualifications, limitations and restrictions thereof, if
any of such series, including, but without limiting the generality of the
foregoing, the following:
(a) The rate of dividend, if any;
(b) The price at and the terms and conditions upon which shares may be
redeemed;
(c) The rights, if any, of the holders of shares of the series upon
voluntary or involuntary liquidation, merger, consolidation,
distribution or sale of assets, dissolution or winding up of the
Corporation;
(d) Sinking fund or redemption or purchase provisions, if any, to be
provided for shares of the series;
(e) The terms and conditions upon which shares may be converted into
shares of other series or other capital stock, if issued with the
privilege of conversion; and
(f) The voting rights in the event of default in the payment of
dividends or under such other circumstances and upon such
conditions as the Board of Directors may determine.
No holder of any share of any series of Preferred Stock shall be entitled to
vote for the election of directors or in respect of any other matter except as
may be required by the Michigan Business Corporation Act, as amended, or as is
permitted by the resolution or resolutions adopted by the Board of Directors
authorizing the issue of such series of Preferred Stock.
COMMON STOCK
The shares of Common Stock may be issued from time to time as the Board of
Directors shall determine for such consideration as shall be fixed by the Board
of Directors. Each share of Common Stock of the Corporation shall be equal to
every other share of said stock in every respect.
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The Board of Directors shall determine the rights, if any, of the holders of
shares of Common Stock upon the voluntary or involuntary liquidation, merger,
consolidation, distribution or sale of assets, dissolution or winding up of the
Corporation.
The holders of Common Stock shall be entitled to receive such dividends, if
any, as may be declared from time to time by the Board of Directors.
Each holder of Common Stock shall have one vote in respect of each share of
Common Stock held by such holder on each matter voted upon by the shareholders
and any such right to vote shall not be cumulative.
PREEMPTIVE RIGHTS
The holders of shares of Preferred Stock or of Common Stock shall have no
preemptive rights to subscribe for or purchase any additional issues of shares
of the capital stock of the Corporation of any class now or hereafter
authorized or any bonds, debentures, or other obligations or rights or options
convertible into or exchangeable for or entitling the holder or owner to
subscribe for or purchase any shares of capital stock, or any rights to
exchange shares issued for shares to be issued.
CHANGE IN NUMBER OF ISSUED SHARES
OF COMMON STOCK
This change in the number and designation of issued shares of common stock of
the Corporation is made pursuant to MCL Section 450.1602(g) and (f). Prior to
the effective date of these Restated Articles of Incorporation, the number of
issued and outstanding shares of common stock of the Corporation was 14.6
million. Effective on the date of filing of these Restated Articles of
Incorporation, the number of issued and outstanding shares of common stock of
the Corporation shall be changed from 14.6 million shares to 24 million shares,
no par value, and the number of shares held by each shareholder shall be
changed in accordance with the following provisions: Each shareholder of the
Corporation shall surrender to the Corporation his certificates for common
shares, and the Corporation shall issue to each shareholder a new certificate
for common shares in an amount which equals the number of shares held prior to
the effective date of these Restated Articles times a fraction, the numerator
of which is 24 million and the denominator of which is 14.6 million. Each
certificate issued pursuant to this provision shall be in a form which is
distinguishable from the certificates which were outstanding prior to the
effective date of these Restated Articles. The corporation shall revise
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its stock record to reflect the change in number of shares held by each
shareholder of the Corporation whether or not the shareholder surrenders his
certificate as required by these provisions.
ARTICLE IV
Location of the registered office is: One Jackson Square, Jackson, County of
Jackson, Michigan 49201. Post Office address of the registered office is:
P.O. Box 1150, Jackson, Michigan 49204. The name of the resident agent is
Paul E. Geiger.
ARTICLE V
The number of directors of the Corporation shall be as specified in, or
determined in the manner provided in, the bylaws of the Corporation.
Any vacancies occurring on the Corporation's Board of Directors (whether by
reason of the death, resignation or removal of a director) may be filled by
a majority vote of the directors then in office although less than a
quorum. An increase in the number of members of the Board of Directors shall
be construed as creating a vacancy.
ARTICLE VI
A director may be removed by the affirmative vote of a majority of the members
of the Board of Directors then in office. A director also may be removed by
shareholders, but only for cause, at an annual meeting of shareholders and by
the affirmative vote of a majority of the shares then entitled to vote for the
election of directors. For purposes of this section, cause for removal shall
be construed to exist only if a director whose removal is proposed has been
convicted of a felony by a court of competent jurisdicition and such conviction
is no longer subject to appeal or has been adjudged by a court of competent
jurisdiction to be liable for willful misconduct in the performance of his or
her duty to the Corporation in a matter of substantial importance to the
Corporation in a matter of substantial importance to the Corporation and such
adjudiciation is no longer subject to appeal.
ARTICLE VII
A director shall not be personally liable to the Corporation or its
shareholders for monetary damages for breach of duty as a director except (i)
for a breach of the director's duty of
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loyalty to the Corporation or its shareholders, (ii) for acts or omissions not
in good faith or that involve intentional misconduct or a knowing violation of
law, (iii) for a violation of Section 551(l) of the Michigan Business
Corporation Act, and (iv) for any transaction from which the director derived
an improper personal benefit. If the Michigan Business Corporation Act is
amended after approval by the shareholders of this Article VII to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director shall be eliminated or limited to
the fullest extent permitted by the Michigan Business Corporation Act, as so
amended. No amendment to or repeal of this Article VII, and no modification to
its provisions by law, shall apply to, of have any effect upon, the liability
or alleged liability of any director of the Corporation for or with respect to
any acts or omissions of such director occurring prior to such amendment,
repeal or modification.
ARTICLE VIII
Each director and each officer of the Corporation shall be indemnified by the
Corporation to the fullest extent permitted by law against expenses (including
attorneys' fees), judgements, penalties, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with the defense
of any proceeding in which he or she was or is a party or is threatened to be
made a party by reason of being or having been a director of an officer of the
Corporation or by reason of the fact that he or she is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. Such right
of indemnification is not exclusive of any other rights to which such director
or officer may be entitled under any now of thereafter existing statute, any
other provision of these Articles, bylaws, agreement, vote of shareholders or
otherwise. Any repeal or modification of this Article VIII by the shareholders
of the Corporation shall not adversely affect any right or protection of a
director or officer of the Corporation existing at the time of such repeal or
modification.
ARTICLE IX
The Corporation reserves the right to amend, alter, change or repeal any
provision in these Restated Articles of Incorporation as permitted by law, and
all rights conferred on shareholders herein are granted subject to this
reservation. Notwithstanding the foregoing, in addition to the vote of the
holders of any class or series of stock of the Corporation required by law or
by these Restated Articles of Incorporation,
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or a resolution of the Board of Directors with respect to a series of Preferred
Stock, the number of authorized shares of Common Stock or the number of
authorized shares of Preferred Stock set forth in Article III shall not be
reduced or eliminated and the provisions of Articles V, VI, VII, VIII and this
Article IX may not be amended, altered, changed or repealed unless such
reduction or elimination, or amendment, alteration, change or repeal is
approved by the affirmative vote of the holders of not less than 75% of the
outstanding shares entitled to vote thereon.
These Restated Articles of Incorporation were duly adopted on the ________ day
of ___________, 1995 in accordance with the provisions of Section 642 of the
Act and were duly adopted by the written consent of all the shareholders
entitled to vote in accordance with section 407(2) of the Act.
Signed this _________ day of _____________________, 1995.
By:
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William H. Stephens III
Executive Vice President
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