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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
FPT CORPORATION
The undersigned, natural person of the age of eighteen years or more,
acting as incorporator of a corporation (the "Corporation") under the Texas
Business Corporation Act (the "Act"), hereby adopts the following Articles of
Incorporation for the Corporation.
ARTICLE ONE
Name
The name of the Corporation is FPT Corporation.
ARTICLE TWO
Duration
The period of the Corporation's duration is perpetual.
ARTICLE THREE
Purpose
The purpose for which the Corporation is organized is to engage in the
transaction of any lawful business for which a corporation may be incorporated
under the Act.
ARTICLE FOUR
Authorized Shares
Section 1. The aggregate number of shares which the Corporation will
have authority to issue is 125,000,000 of which 120,000,000 will be shares of
common stock, par value $0.01 per share ("Common Stock"), and 5,000,000 will be
shares of preferred stock, par value $0.01 per share ("Preferred Stock").
Section 2. The board of directors shall have authority to establish
series of Preferred Stock. Shares of Preferred Stock may be issued from time to
time in one or more series, each of which is to have a distinctive serial
designation as determined in the resolution or resolutions of the board of
directors providing for the issuance of such Preferred Stock from time to time.
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Section 3. Each series of Preferred Stock:
(a) may have such number of shares;
(b) may have such voting powers, full or limited, or
may be without voting powers;
(c) may be subject to redemption at such time or
times and at such price;
(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 such
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 into, or exchangeable
for, shares of any other class or classes, 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 with such adjustments;
(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;
(h) may be entitled to the benefit of conditions and
restrictions upon the creation of indebtedness of the Corporation or any
subsidiary, upon the issuance 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 of any class of stock by the Corporation; and
(i) may have such other relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof;
as in such instance is stated in the resolution or resolutions of the board of
directors providing for the issuance of such Preferred Stock. Except where
otherwise set forth in such resolution or resolutions, 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.
Section 4. 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 will 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 created by resolution or resolutions of the board of directors or as part
of any other series of Preferred Stock, all subject to the conditions or
restrictions on issuance set forth in the resolution or resolutions adopted by
the board of
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directors providing for the issuance of any series of Preferred Stock and to any
filing required by law.
Section 5. (a) Except as otherwise provided by law or by the
resolutions of the board of directors providing for the issuance of any series
of Preferred Stock, Common Stock will have the exclusive right to vote for the
election of directors and for all other purposes. Each holder of Common Stock
will be entitled to one vote for each share held. The right of cumulative
voting is hereby specifically denied.
(b) Except as otherwise provided by law or by the
resolutions of the board of directors providing for the issuance of any series
of Preferred Stock, the right of class voting is denied.
(c) Subject to all of the rights of Preferred Stock
or any series thereof, the holders of Common Stock will be entitled to receive,
when, as and if declared by the board of directors, out of funds legally
available therefor, dividends payable in cash, in stock or otherwise.
(d) Upon any liquidation, dissolution or winding-up
of the Corporation, whether voluntary or involuntary, and after the holders of
Preferred Stock of each series have been paid in full the amounts to which they
respectively are entitled or a sum sufficient for such payment in full has been
set aside, the remaining net assets of the Corporation will be distributed pro
rata to the holders of Common Stock in accordance with their respective rights
and interests to the exclusion of the holders of Preferred Stock.
ARTICLE FIVE
Restriction on Commencement of Business
The Corporation will not commence business until it has received for
the issuance of its shares consideration of the value of a stated sum which will
be at least One Thousand Dollars ($1,000.00), consisting of money, labor done or
property actually received.
ARTICLE SIX
Registered Office and Registered Agent
The street address of the initial registered office of the Corporation
is:
700 Louisiana, Suite 3700
Houston, Texas 77002
The name of the initial registered agent of the Corporation at such
address is:
Mary Elizabeth Vanderhider
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ARTICLE SEVEN
Board of Directors
Section 1. Initial Board of Directors. The initial Board of Directors
will consist of seven members. The Board of Directors will be divided into three
classes, as nearly as equal in number as possible. The entire board of directors
shall be elected at the 1999 annual meeting of shareholders, with the term of
office of the first class to expire at the 2000 annual meeting of shareholders,
the term of the second class to expire at the 2001 annual meeting of
shareholders, and the term of the third class to expire at the 2002 annual
meeting of shareholders, and with the members of each class to hold office until
their successors have been elected and qualified. At each annual meeting of
shareholders following such initial classification and election at the 1999
annual meeting of shareholders, directors elected to succeed those directors
whose terms expire shall hold office until the third succeeding annual meeting
of shareholders after their election and until their successor shall have been
duly elected and qualified. The names and addresses of the persons who will
serve as directors of the Corporation until the first annual meeting of
shareholders, or until their successors are elected and qualified, are:
Name Address
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Class I
Mary Elizabeth Vanderhider 700 Louisiana, Suite 3700
Houston, Texas 77002
Kimberly G. Seekely 700 Louisiana, Suite 3700
Houston, Texas 77002
Class II
Thomas Barrow Post Office Box 2588
Longview, Texas 75606
D. Martin Phillips 1100 Louisiana, Suite 3150
Houston, Texas 77002
Class III
Tim J. Goff 700 Louisiana, Suite 3700
Houston, Texas 77002
B. Carl Price 700 Louisiana, Suite 3700
Houston, Texas 77002
Gary R. Petersen 1100 Louisiana, Suite 3150
Houston, Texas 77002
Section 2. Number and Qualification. The number and qualifications of
directors constituting the Board of Directors of the Corporation will be fixed
or determined in the manner provided in the Bylaws of the Corporation. The
number of directors may be
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increased or decreased from time to time in the manner set forth in the Bylaws
of the Corporation.
ARTICLE EIGHT
Provisions for Regulation of the
Internal Affairs of the Corporation
Provisions for the regulation of the internal affairs of the
Corporation will include the following, but such enumeration is not in
limitation of the power of the shareholders or the Board of Directors to
formulate in the Bylaws, by resolution, or any other proper manner any other
lawful provision not inconsistent with law or these articles:
Section 1. Voting. Except as stated in the resolution or resolutions of
the board of directors establishing any series of Preferred Stock, each
outstanding share, regardless of class, will be entitled to one vote on each
matter submitted to a vote of shareholders. At each election of directors every
shareholder entitled to vote at such election will be entitled to vote, in
person or by proxy, the number of shares owned by him for each director for
whose election he has a right to vote. The right of shareholders to cumulate
votes in the election of directors is expressly denied.
Section 2. Bylaws. The Board of Directors will adopt the initial
Bylaws, and from time to time may alter, amend or repeal the Bylaws or adopt new
Bylaws; but the shareholders from time to time may alter, amend or repeal any
Bylaws adopted by the Board of Directors or may adopt new Bylaws.
Section 3. Denial of Preemptive Rights. The shareholders of the
Corporation will not have the preemptive right to acquire additional, unissued
or treasury shares of the Corporation, or securities of the Corporation
convertible into or carrying a right to subscribe to or acquire shares.
Section 4. Voting Requirements for Certain Corporation Actions. With
respect to any action which may be taken by the shareholders where the Act
requires greater than a majority vote, such action shall require only the
concurrence of a majority of the shares entitled to vote.
Section 5. Consents in Lieu of Meetings. Any action required by the Act
to be taken or which may be taken at any annual or special meeting of
shareholders may be taken without a meeting, without prior notice and without a
vote, if a consent (or consents) in writing, setting forth the action to be
taken, is signed by the holders or holder of shares having not less than the
minimum number of votes that would be necessary to take such action at a meeting
at which the holders of all shares entitled to vote on the action were present
and voted. In order to be effective, such consent or consents shall comply with
all requirements of the Act.
Section 6. Limitation of Liability of Directors. No director of the
Corporation shall be liable to the Corporation or its shareholders for monetary
damages for an act or omission in such director's capacity as a director except
for (i) a breach of the director's duty of loyalty to the Corporation or its
shareholders, (ii) an act or omission not in good faith that constitutes a
breach of duty to the Corporation or an act or omission involving
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intentional misconduct or a knowing violation of the law, (iii) a transaction
from which the director received an improper benefit (whether or not the benefit
resulted from an action taken within the scope of the director's office), or
(iv) an act or omission for which the liability of the director is expressly
provided by applicable statute.
ARTICLE NINE
Business Combination Law
The Corporation elects not to be governed by the Business Combination
Law, Part 13 of the Act, or any successor statute of like tenor.
ARTICLE TEN
Incorporator
The name and the address of the incorporator of the Corporation is:
Name Address
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Daniel Lloyd Butler & Binion, L.L.P.
1000 Louisiana, Suite 1600
Houston, Texas 77002
In order to evidence the foregoing, I have signed these Articles of
Incorporation on this 26th day of January, 1999.
/s/ Daniel Lloyd
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Daniel Lloyd
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