Exhibit 3.1
THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
SILVERLEAF RESORTS, INC.
Silverleaf Resorts, Inc., a Texas corporation (the "Corporation"),
pursuant to the provisions of Article 4.07 of the Texas Business Corporation Act
(the "Act"), hereby adopts these Third Amended and Restated Articles of
Incorporation of the Corporation which accurately copy the Articles of
Incorporation of the Corporation and all amendments thereto that are in effect
to date and as further amended hereby as hereinafter set forth and which contain
no other change in any provision thereof.
ARTICLE I
The name of the Corporation is Silverleaf Resorts, Inc.
ARTICLE II
The Articles of Incorporation of the Corporation are amended by these
Third Amended and Restated Articles of Incorporation as follows:
A. Current ARTICLE SEVEN is amended to read as set forth in ARTICLE SEVEN
below so as to delete the division of the directors into three classes and to
provide for the annual election of each of the directors.
B. ARTICLE NINE is added to provide that a majority of shareholders may
approve certain actions by the Corporation.
C. ARTICLE ELEVEN is added to provide that a majority of shareholders may
amend these Articles in the future.
ARTICLE III
Each such amendment was duly adopted by the shareholders of the
Corporation on the 16th day of December, 2003 in the manner required by the
Texas Business Corporation Act and the constituent documents of the Corporation.
ARTICLE IV
The Articles of Incorporation of the Corporation and all amendments
thereto pursuant to that certain Second Amended and Restated Articles of
Incorporation are hereby superseded by the following Third Amended and Restated
Articles of Incorporation, which accurately copy the entire text thereof and as
amended as set forth above:
THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
SILVERLEAF RESORTS, INC.
ARTICLE ONE
The name of the corporation ("Corporation") is Silverleaf Resorts, Inc.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose for which the corporation is organized is to transact any
or all lawful business for which corporations may be incorporated under the Act.
ARTICLE FOUR
A. The aggregate number of shares that the Corporation shall have
authority to issue is One Hundred Ten Million (110,000,000) shares. Such shares
shall be issued in two (2) classes of stock to be designated "Common Stock" and
"Preferred Stock." The number of shares of Common Stock authorized is One
Hundred Million (100,000,000) shares having a par value of $0.01 per share. The
number of shares of Preferred Stock authorized is Ten Million (10,000,000)
shares having a par value of $0.01 per share.
B. The designations and the preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption of the shares of each class of capital stock
of the Corporation are as follows:
(1) PREFERRED STOCK. The Preferred Stock may be authorized for
issuance from time to time by the Board of Directors in one or more separately
designated series. The designation of each such series, the number of shares to
be included in each such series, and the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends and terms and
conditions of redemption shall be as set forth in resolutions adopted by the
Board of Directors and included in a statement filed as required by law from
time to time prior to the issuance of any shares of such series. Subject to the
express limitations, if any, of any series of Preferred Stock of which shares
are outstanding at the time, the Board of Directors is authorized, by the
adoption of resolutions, to increase or decrease (but not below the number of
shares of Preferred Stock of such series then outstanding) the number of shares
of Preferred Stock of such series and to alter the designation of or, classify
or reclassify, any unissued shares of Preferred Stock of any series from time to
time, by setting or changing the preferences, conversion or other rights, voting
powers restrictions, limitations as to dividends or other distributions
qualifications or terms and conditions of redemption of such series.
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(2) COMMON STOCK. Subject to all rights of Preferred Stock, as
expressly provided herein, by law or by the Board of Directors pursuant to this
Article Four, the Common Stock of the Corporation shall have all rights and
privileges afforded to capital stock by applicable law in the absence of any
express grant of rights or privileges in the Corporation's charter, including,
but not limited to, the following rights and privileges:
(a) The holders of shares of Common Stock shall have the
right to vote for the election of directors and on all other matters requiring
stockholder action, each share of Common Stock being entitled to one vote. No
holder of Common Stock shall have the right to cumulate his votes at any
election for directors of the Corporation.
(b) Dividends may be declared and paid or set apart for
payment upon shares of Common Stock out of any assets or funds of the
Corporation legally available for the payment of dividends.
(c) Upon the voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation, the net assets of the Corporation
shall be distributed pro rata to the holders of shares of Common Stock in
accordance with their respective rights and interests.
ARTICLE FIVE
The Corporation will not commence business until it has received for
the issuance of its shares consideration of the value of One Thousand Dollars
($1,000.00) consisting of money, labor done, or property actually received.
ARTICLE SIX
The street address of the registered office of the Corporation is 1221
River Bend Drive, Suite 120, Dallas, Texas 75247 and the name of the registered
agent at such address is Sandra Cearley.
ARTICLE SEVEN
The business and affairs of the Corporation shall be managed by a Board
of Directors which may exercise all of the powers of the Corporation except
those conferred on or reserved to the stockholders by law. The number of
Directors is currently five (5), which number may be increased or decreased
pursuant to the Bylaws of the Corporation but in no event shall be less than the
minimum number required by the Act. The names and addresses of the persons
serving as the current directors of the Corporation are:
J. Richard Budd, III 360 Lexington Ave.
Third Floor
New York, NY 10017
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James B. Francis, Jr. 2911 Turtle Creek Boulevard
Suite 925
Dallas, Texas 75219
Herbert B. Hirsch 64 Hurdle Fence Drive
Avon, Connecticut 06001
Robert E. Mead 221 River Bend Drive
Suite 120
Dallas, Texas 75247
R. Janet Whitmore 0305 Oaklyn Drive
Potomac, Maryland 20854
The following provisions shall apply to the directors of the
Corporation:
A. Each director shall serve for a term beginning on the date of such
director's election and ending on the date of the next Annual Meeting of
Shareholders following the date of such director's election and until his or her
successor is elected and qualified.
B. In the event of any increase or decrease in the authorized number of
directors, each director then serving shall nevertheless continue as director
until the expiration of such director's term or such director's prior death,
retirement, resignation or removal.
C. Anything in this Article Seven to the contrary notwithstanding, each
director shall serve until such director's successor is elected and qualified,
or until such director's earlier death, retirement resignation or removal.
D. A director may be removed from office with or without cause only by the
affirmative vote of the holders of at least a majority of the outstanding shares
entitled to vote at a meeting duly called for that purpose.
ARTICLE EIGHT
The following provisions are hereby adopted for the purposes of
defining, limiting and regulating the powers of the Corporation and of the
directors and stockholders:
A. The Board of Directors shall have power from time to time and in its
sole discretion: (a) to determine in accordance with sound accounting practice
what constitutes annual or other net profit, earnings, surplus or net assets in
excess of capital; (b) to fix and vary from time to time the amount to be
reserved as working capital, or determine that retained earnings or surplus
shall remain in the hands of the Corporation; (c) to set apart out of any funds
of the Corporation such reserve or reserves in such amount or amounts and for
such proper purposes as it shall determine and to abolish or redesignate any
such reserve or any part thereof; (d) to borrow or raise money upon any terms
for any Corporate purposes; (e) to distribute and pay distributions or dividends
in stock, cash
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or other securities or property, out of surplus or any other funds or amounts
legally available therefore, at such times and to the stockholders of record on
such dates as it may from time to time, determine; and (f) to determine whether
and to what extent and at what times and places and under what conditions and
regulations the books, accounts and documents of the Corporation or any of them
shall be open to the inspections of stockholders, except as otherwise provided
by statute or by the Bylaws of the Corporation, and, except as so provided no
stockholder shall have the right to inspect any book, account or document of the
Corporation unless authorized so to do by resolution of the Board of Directors.
B. The liability of the directors and officers of the Corporation to the
Corporation or its stockholders for money damages shall be limited to the
fullest extent permitted under Texas law, including the Act now or hereafter in
force, and the directors and officers of the Corporation shall have no liability
whatsoever to the Corporation or its stockholders for money damages except to
the extent which such liability cannot be limited or restricted under Texas law
now or hereafter in force. Neither the amendment nor repeal of the foregoing
sentence of this Section B of Article Eight nor the adoption nor amendment of
any other provision of the Articles or Bylaws of the Corporation inconsistent
with the foregoing sentence shall apply to or affect in any manner the
applicability of the foregoing sentence with respect to any act or omission of
any director or officer occurring prior to any such amendment, repeal or
adoption.
C. The Corporation shall indemnify, in the manner and to the fullest
extent permitted by law, any person who is or was a party to or is threatened to
be made a party to, any threatened pending or completed action, suit or
proceeding, whether or not by or in the right of the Corporation and whether
civil, criminal, administrative, investigative or otherwise, by reason of the
fact that such person is or was a director or officer of the Corporation or that
such person, while an officer or director of the Corporation, is or was serving
at the request of the Corporation as a director, officer, partner or trustee of
another corporation, partnership, trust, employee benefit plan or other
enterprise. To the fullest extent permitted by law, the indemnification provided
herein shall include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement and any such expenses may be paid by the Corporation
in advance of the final disposition of any such action, suit or proceeding. Upon
authorization by the Board of Directors, the Corporation may indemnify employees
and/or agents of the Corporation to the same extent provided herein for
directors and officers. Any repeal or modification of any of the foregoing
sentences of this Section C of Article Eight shall be prospective in operation
and effect only, and shall not adversely affect any right to indemnification or
advancement of expenses hereunder existing at the time of any such repeal or
modification.
D. No holders of shares of stock of the Corporation of any class shall
have preemptive rights or preferential right to purchase, subscribe for or
otherwise acquire any shares of stock of the Corporation of any class now or
hereafter authorized or any securities convertible into or exchangeable for
shares of stock of the Corporation of any class now or hereafter authorized or
any warrants, options or other instrument evidencing rights to purchase,
subscribe for or otherwise acquire shares of stock of the Corporation of any
class now or hereafter authorized, other than such preferential rights, if any,
as the Board of Directors in its sole discretion may determine, and at such
price as the Board of Directors in its sole discretion may fix.
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E. The Board of Directors shall have the power, in its sole discretion and
without limitation, to authorize the issuance at any time and from time to time
shares of stock of the Corporation with or without par value, of any class now
or hereafter authorized and of securities convertible into or exchangeable for
shares of the stock of the Corporation, with or without par value, of any class
now or hereafter authorized, for such consideration (irrespective of the value
or amount of such consideration) and in such manner and by such means as said
Board of Directors may deem advisable.
F. The Board of Directors shall have the power, in its sole discretion and
without limitation to classify or reclassify any unissued shares of stock,
whether now or hereafter authorized, by setting, altering or eliminating in any
one or more respects, from time to time before the issuance of such shares, any
feature of such shares, including but not limited to the designation,
preferences, conversion or other rights, voting powers, qualifications, and
terms and conditions of redemption of, and limitations as to dividends and any
restrictions on, such shares.
The enumeration and definition of particular powers of the Board of
Directors included in the foregoing shall in no way be limited or restricted by
reference to or inference from the terms of any other clause of this or any
other Article of the Corporation's articles of incorporation, or construed as or
deemed by inference or otherwise in any manner to exclude or limit any powers
conferred upon the Board of Directors under the Laws of the State of Texas now
or hereafter in force.
ARTICLE NINE
A. The Corporation may sell, lease, convey, exchange, transfer, or
otherwise dispose of all or substantially all of its assets if the Board of
Directors approves the principal terms and the holders of a majority of the
outstanding shares entitled to vote approve the principal terms by vote or
written consent.
B. Any merger, share exchange, consolidation or dissolution of the
Corporation shall require the affirmative vote or written consent of the holders
of a majority of the outstanding shares entitled to vote at a meeting duly
called for that purpose.
ARTICLE TEN
These Articles may be amended by the vote or written consent of the
holders of a majority of the outstanding shares entitled to vote.
IN WITNESS WHEREOF, and in accordance with Article 4.07D of the Act,
the undersigned has executed these Third Amended and Restated Articles of
Incorporation as of the 17th of December, 2003.
By: /S/ ROBERT E. MEAD
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Robert E. Mead,
Chief Executive Officer
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