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EXHIBIT 3.1
CORPORATE ACCESS NUMBER
20666323
Alberta
Registries
BUSINESS CORPORATIONS ACT
CERTIFICATE
OF
CONTINUANCE
FLOTEK INDUSTRIES INC.
CONTINUED FROM BRITISH COLUMBIA TO ALBERTA
ON SEPTEMBER 7, 1995.
SEAL
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Registrar of Corporations
Municipal Affairs
Government of Alberta
FORM 11
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BUSINESS CORPORATIONS ACT
(SECTIONS 181,261 AND 262)
ARTICLES OF CONTINUANCE
CONSUMER AND
CORPORATE AFFAIRS
ALBERTA
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1. NAME OF CORPORATION 2. CORPORATE ACCESS NUMBER
Flotek Industries Inc. 20666323
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3. THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS
AUTHORIZED TO ISSUE.
The Corporation is authorized to issue an unlimited number of common
shares and an unlimited number of first preferred shares issuable in
series, all subject to the rights, privileges, restrictions and conditions
set forth in Appendix A attached hereto.
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4. RESTRICTIONS, IF ANY, ON SHARE TRANSFERS.
None.
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5. NUMBER (OR MINIMUM OR MAXIMUM NUMBER) OF DIRECTORS.
A minimum of three and a maximum of twelve inclusive.
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6. RESTRICTIONS IF ANY ON BUSINESS THE CORPORATION MAY CARRY ON.
None.
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7. IF CHANGE OF NAME EFFECTED, PREVIOUS NAME.
N/A
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8. DETAILS OF INCORPORATION.
Incorporated pursuant to the Companies Act of British Columbia on May 17,
1985.
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9. OTHER PROVISIONS, IF ANY.
(1) The directors of the Corporation may appoint one or more additional
directors who shall hold office for a term expiring not late than the close
of the next annual general meeting of the Corporation. The total number of
directors so appointed shall not exceed one-third of the number of the
directors elected at the previous annual meeting of shareholders.
(2) The annual general meeting and all special meetings of shareholders of the
Corporation may be held anywhere in Alberta, Houston, Texas, New York, New
York or San Francisco, California.
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10. DATE: SIGNATURE TITLE
September 5, 1995 /s/ Illegible Director
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APPENDIX A
COMMON SHARES
The common shares as a class, shall carry and be subject to the following
rights, privileges, restrictions and conditions:
1. the right to one vote per share held on a ballot at any meeting of the
shareholders of the Corporation except meetings at which only holders
of a specified class or series of a class of shares are entitled to
vote;
2. the right to receive dividends as and when declared by the Corporation
on the common shares as a class, subject to prior satisfaction of all
preferential rights to dividends attached to all shares of other
classes of shares of the Corporation ranking in priority to the common
shares in respect of dividends; and
3. the right to receive the remaining property of the Corporation on
dissolution, subject to prior satisfaction of all preferential rights
to return to capital on dissolution attached to all shares of other
classes of shares of the Corporation ranking in priority to the common
shares in respect of return of capital on dissolution.
FIRST PREFERRED SHARES
The First Preferred Shares, as a class, shall carry and be subject to the
following rights, privileges, restrictions and conditions:
1. Right to Issue in One or More Series
The First Preferred Shares may at any time or from time to time be
issued in one or more series, each series to consist of such number of
shares as may before the issue thereof be determined by the directors
who may determine, from time to time before the issue thereof, the
designation, rights, privileges, restrictions and conditions attaching
to the shares of each such series, the whole subject to the following
provisions and to the issue of Articles of Amendment setting forth the
designation, rights, privileges, restrictions and conditions attaching
to the shares of each series.
2. Ranking of First Preferred Shares
The First Preferred Shares of each series shall rank on a parity with
the First Preferred Shares of every other series with respect to
priority in payment of dividends and amounts payable on return of
capital. When any dividends or amounts payable on return of capital
are not paid in full, the First Preferred Shares of all series shall
participate rateably in respect of such dividends which, in the case
of cumulative dividends, shall cover all prior completed periods in
respect of which such dividends are accrued and unpaid plus such
further amounts, if any, in respect of dividends as may be specified
in the provisions attaching to any particular series, and, in the case
of non-cumulative dividends, shall cover all such dividends declared
and unpaid, and on any return of capital in accordance with the sums
that would be
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payable on such return of capital if all sums so payable were paid in
full including premiums, if any, as have been provided for with
respect to any series.
The First Preferred Shares shall be entitled to preference over the
common shares of the Corporation and over any other shares ranking
junior to the First Preferred Shares with respect to priority in
payment of dividends which, in the case of cumulative dividends, shall
cover all prior completed periods in respect of which such dividends
are accrued and unpaid plus such further amounts, if any, in respect
of dividends as may be specified in the provisions attaching to any
particular series and, in the case of non-cumulative dividends, shall
cover all such dividends declared and unpaid, and with respect to
distribution of assets, including premiums, if any, as have been
provided for with respect to any series in the event of liquidation,
dissolution or winding-up of the Corporation, whether voluntary or
involuntary, or any other distribution of the assets of the
Corporation among its shareholders for the purpose of winding up its
affairs and may also be given such other preferences not inconsistent
with paragraphs 1 to 6 hereof over the common shares of the
Corporation and over any other shares ranking junior to the First
Preferred Shares. After payment to the holders of the First Preferred
Shares of the amounts payable to them, they shall not be entitled to
share in any further distributions of the property or assets of the
Corporation.
The holders of any series of First Preferred Shares shall not be
entitled to any further or other dividends than those expressly
provided for in the rights, privileges, restrictions and conditions
attached to the First Preferred Shares of such series.
3. Declaration of Dividends
The directors may, at any time or from time to time, determine, with
respect to any cash dividend declared payable on the First Preferred
Shares as a class or any series thereof, that the holders of the
shares of such class or series, or the holders of shares of such class
or series whose addresses, on the records of the Corporation, are in
Canada and/or in specified jurisdictions outside Canada, shall have
the right to elect to receive such dividends in the form of a stock
dividend payable in shares of the capital stock of the Corporation
having a value, as determined by the directors, that is substantially
equivalent, as of the date determined by the directors, to the cash
amount of such dividend, except that shareholders shall receive cash
in lieu of fractional interests in the shares to which they would
otherwise be entitled unless the directors shall otherwise determine.
4. Voting Rights
Except as required by law or as hereinafter specifically provided or
as provided with respect to any series of First Preferred Shares then
outstanding, the holders of the First Preferred Shares shall not be
entitled as such to receive notice of or to attend any meeting of the
shareholders of the Corporation or to vote at any such meeting.
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5. Amendment with Approval of Holders First Preferred Shares
The rights, privileges, restrictions and conditions attaching to the
First Preferred Shares as a class may be added to, changed or removed
at any time or from time to time with such approvals as may be
required by law and with the approval of the holders of the First
Preferred Shares as a class, such approval to be given in the manner
provided in paragraph 6 hereof.
6. Approval of Holders of First Preferred Shares
Any consent or approval given by the holders of First Preferred Shares
as a class shall be deemed to have been sufficiently given if passed
at a meeting of holders of First Preferred Shares duly called and held
upon not less than twenty-one days notice at which the holders of
outstanding First Preferred Shares to which are attached forty per
cent of the votes attached to all outstanding First Preferred Shares
are present (the "quorum") or are represented by proxy and carried by
the affirmative vote of not less than two-thirds of the votes cast at
such meeting.
If at any such meeting a quorum is not present or represented by proxy
within one-half hour after the time appointed for such meeting then
the meeting (if called by the Corporation) shall be adjourned to such
date not less than twenty-one days thereafter and to such time and
place as may be designated by the chairman, and not less than ten
days' written notice shall be given of such adjourned meeting. At such
adjourned meeting the holders of the First Preferred Shares present or
represented by proxy may transact the business for which the meeting
was originally convened and a resolution passed thereat by affirmative
vote of not less than two-thirds of the votes cast at such meeting
shall constitute the consent or approval of the holders of First
Preferred Shares. On every ballot taken at every such meeting every
holder of First Preferred Shares shall be entitled to one vote in
respect of each one dollar aggregate stated issue price of First
Preferred Shares held by such holder. Subject to the foregoing, the
formalities to be observed in respect of the giving or waiving of
notice of any such meeting and the conduct thereof shall be those from
time to time prescribed in the by-laws of the Corporation with respect
to meetings of shareholders.
If the variation of the rights, privileges, restrictions and conditions
hereinbefore contained affects the rights of the holders of First Preferred
Shares of any series in a manner different from other holders of First
Preferred Shares, then such variation shall, in addition to being approved by
the holders of the First Preferred Shares as a class, be approved by the
holders of the First Preferred Shares of such series so affected, which
approval shall be given by resolution passed by not less than two-thirds of the
votes cast at the meeting of the holders of First Preferred Shares of such
series, and the provisions of this paragraph 6 shall apply, mutatis mutandis,
with respect to the holding of such meeting and in particular in respect of the
quorum required.
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