1
EXHIBIT 4.1
ARTICLES OF INCORPORATION
OF
THE EXPLORATION COMPANY
The undersigned natural person, being more than eighteen years of age,
hereby establishes a corporation pursuant to the statutes of Colorado and
adopts the following articles of incorporation:
FIRST: The name of the corporation is The Exploration Company.
SECOND: The corporation shall have perpetual existence.
THIRD: (a) The purpose for which the corporation is organized shall
be the transaction of any and all lawful business for which corporations may be
incorporated under the laws of Colorado.
(b) The corporation shall have and may exercise all of the
rights, powers and privileges now or hereafter conferred upon corporations
organized under the laws of Colorado and may do everything necessary, suitable
or proper for the accomplishment of any of its corporate purposes.
FOURTH: (a) The aggregate number of shares which the corporation shall
have authority to issue is 20,000,000 shares of common stock, each having a par
value of $.01.
(b) Each shareholder of record shall have one vote for each
share of stock standing in his name on the books of the corporation and
entitled to vote, except that in the election of directors he shall have the
right to vote such number of shares for as many persons as there are directors
to be elected. Cumulative
2
voting shall not be allowed in the election of directors or for any other
purpose.
(c) At all meetings of shareholders, one-third of the shares
entitled to vote at such meeting represented in person or by proxy, shall
constitute a quorum, and at any meeting at which a quorum is present the
affirmative vote of a majority of the shares represented at such meeting and
entitled to vote on the subject matter shall be the act of the shareholders;
except that the following actions shall require the affirmative vote or
concurrence of a majority of all of the outstanding shares of the corporation
entitled to vote thereon: (1) adopting an amendment or amendments to these
articles of incorporation, (2) lending money to, guaranteeing the obligations
of or otherwise assisting any of the directors of the corporation, (3)
authorizing the sale, lease, exchange or other disposition of all or
substantially all of the property and assets of the corporation, with or
without its goodwill, not in the usual and regular course of business, (4)
approving a plan of merger or consolidation, (5) adopting a resolution
submitted by the board of directors to dissolve the corporation, and (6)
adopting a resolution submitted by the board of directors to revoke voluntary
dissolution proceedings.
(d) No shareholder of the corporation shall have any
pre-emptive or similar right to acquire or subscribe for any additional
unissued or treasury shares of stock, or other securities of any class, or
rights, warrants or options to purchase stock or scrip, or securities of any
kind convertible into stock or
2
3
carrying stock purchase warrants or privileges.
(e) The board of directors may from time to time distribute to
the shareholders in partial liquidation, out of either stated capital or
capital surplus of the corporation, a portion of its assets, in cash or
property, subject to the limitations contained in the statutes of Colorado.
FIFTH: The corporation shall have the right to indemnify any person
to the fullest extent allowed by the laws of Colorado, except as limited by the
bylaws of the corporation from time to time in effect.
SIXTH: Three directors shall constitute the initial board and the
names and addresses of the persons who are to serve as directors until the
first annual meeting of shareholders or until their successors are elected and
have qualified are
Edward A. Kearney 5777 South Shasta Circle
Littleton, Colorado 80123
Jerry D. Armstrong Suite 3300
555-17th Street
Denver, Colorado 80202
H. K. Keesee Suite 400
5407 North Interstate 35
Austin, Texas 78723
SEVENTH: The address of the initial registered office of the
corporation is Suite 2010, Energy Center One, 717-17th Street, Denver, Colorado
80202. The name of its initial registered agent at such address is Edward A.
Kearney.
3
4
EIGHTH: The name and address of the incorporator is
Nancy Andreas
1700 Broadway, Suite 1800
Denver, Colorado 80290
Dated: May 14, 1979 /s/ Nancy Andreas
----------------------
VERIFICATION
STATE OF COLORADO )
)
CITY AND COUNTY OF DENVER )
I, Mary Kay Rohrer, a notary public, hereby certify that on the 14th
day of May, 1979, personally appeared before me NANCY ANDREAS, who being by me
first duly sworn declared that she was the person who signed the foregoing
document as incorporator and that the statements therein contained are true.
/s/ Mary Kay Rohrer
-------------------
Notary Public
My commission expires: 12/9/81
4
5
EXHIBIT 4.1 (CONT.)
MAIL TO:
COLORADO SECRETARY OF STATE
CORPORATIONS OFFICE
1575 SHERMAN ST., 2ND FLOOR
DENVER, COLORADO 80203
(303) 866-2361
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Corporation Code, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is (NOTE 3) THE EXPLORATION
COMPANY.
SECOND: The following amendment was adopted by the shareholders of
the corporation on July 8, 1983, in the manner prescribed by the Colorado
Corporation Code:
Paragraph (a) of Article FOURTH of the Articles of
Incorporation is amended to read as follows:
FOURTH: (a) The aggregate number of shares which the corporation
shall have the authority to issue is 50,000,000 shares of common stock, each
having a par value of $.01.
THIRD: The number of shares of the corporation outstanding at the
time of such adoption was 6,353,650, and the number of shares entitled to vote
thereon was 6,350,650.
FOURTH: The designation and number of outstanding shares of each
class entitled to vote thereon as a class were as follows:
CLASS (NOTE 1) NUMBER OF SHARES
FIFTH: The number of shares voted for such amendment was 3,415,224;
and the number of shares voted against such amendment was 84,293.
SIXTH: The number of shares of each class entitled to vote thereon as
a class voted for and against such amendment, respectively, was:
CLASS (NOTE 1) NUMBER OF SHARES VOTED
NONE FOR AGAINST
6
SEVENTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in
the amendment shall be effected, is as follows:
(NOTE 2)
No change
EIGHTH: The manner in which such amendment effects a change in the
amount of stated capital, and the amount of stated capital as changed by such
amendment, are as follows:
(NOTE 2)
No change
The Exploration Company
(Note 3)
By /s/
---------------------
Its President
(Note 4)
and /s/
--------------------
Its Secretary
Subscribed and sworn to before me this 27th day of July, 1984.
My commission expires 12/19/87.
/s/ Wanda England
---------------------------------
Notary Public
1700 Broadway, Denver, CO 80290
---------------------------------
Address
NOTES: 1. If inapplicable, insert "NONE."
2. If inapplicable, insert "NO CHANGE."
3. Exact corporate name of corporation adopting the
Articles of Amendment. (If this is a change of name
amendment, the name before the amendment is filed.)
4. Signatures and titles of officers signing for the
corporation.
7
EXHIBIT 4.1 (CONT.)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
THE EXPLORATION COMPANY
Pursuant to the provisions of the Colorado Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is THE EXPLORATION COMPANY.
SECOND: The following amendment of the Articles of Incorporation was
adopted by the shareholders of the corporation on April 2, 1985, in the manner
prescribed by the Colorado Corporation Act:
(INSERT AMENDMENT)
Paragraph (a) of Article FOURTH of the Articles of
Incorporation is amended to read as follows:
FOURTH: (a) The aggregate number of shares
which the corporation shall have authority to issue
is 200,000,000 shares of common stock, each having a
par value of $.01.
THIRD: The number of shares of the corporation outstanding at the
time of such adoption was 48,366,443; and the number of shares entitled to vote
thereon was 48,366,443.
FOURTH: The designation and number of outstanding shares of each
class entitled to vote thereon as class were as follows:
Number of
Class Shares
----- ---------
(Note 1)
NONE
FIFTH: The number of shares voted for such amendment was 43,699,662;
and the number of shares voted against such amendment was 104,735.
SIXTH: The number of shares of each class entitled to vote thereon as
a class voted for and against such amendment, respectively, was:
8
Class Number of Shares Voted
----- ----------------------
(Note 1) For Against
--- -------
NONE
SEVENTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in
the amendment shall be effected, is as follows: (Note 2)
NO CHANGE
EIGHTH: The manner in which such amendment effects a change in the
amount of stated capital, and the amount of stated capital as changed by such
amendment, are as follows: (Note 2)
NO CHANGE
Dated April 2, 1985
THE EXPLORATION COMPANY (Note 3)
By /s/ James E. Sigmon
------------------------
Its President (Note 4)
JAMES E. SIGMON
and /s/ Barry Bailey
-----------------------
Its Secretary (Note 4)
BARRY BAILEY
STATE OF TEXAS )
)
COUNTY OF BEXAR )
Before me, Rebecca M. Lee, a Notary Public in and for the said County
and State, personally appeared James E. Sigmon who acknowledged before me that
he is the President of The Exploration Company, a Colorado corporation and that
he signed the foregoing Articles of Amendment as his free and voluntary act and
deed for the uses and purposes therein set forth.
In witness whereof I have hereunto set my hand and seal this 2nd day
of April, A.D. 1985.
My Commission expires July 8, 1985
/s/ Rebecca M. Lee
----------------------
Notary Public
Notes: 1. If inapplicable, insert "None."
2. If inapplicable, insert "No change."
3. Exact corporate name of corporation adopting the Articles of
Amendment.
4. Signatures and titles of officers signing for the corporation.
9
EXHIBIT 4.1 (CONT.)
MAIL TO:
COLORADO SECRETARY OF STATE
CORPORATIONS OFFICE
1560 BROADWAY, SUITE 200
DENVER, COLORADO 80202
(303) 894-2251
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Corporation Code, the
undersigned corporation adopts the following Articles of Amendments to its
Articles of Incorporation:
FIRST: The name of the corporation is (note 1) THE EXPLORATION
COMPANY.
SECOND: The following amendment to the Articles of Incorporation was
adopted on April 6, 1990, as prescribed by the Colorado Corporation Code, in
the manner marked X below:
Such amendment was adopted by the board of directors where no
----- shares have been issued.
X Such amendment was adopted by a vote of the shareholders. The
----- number of shares voted for the amendment was sufficient for
approval.
Article FIFTH of the Article of Incorporation is amended to read as
follows:
The Corporation shall have the right to indemnify any person to the
fullest extent allowed by the laws of Colorado, except as limited by
the bylaws of the corporation from time to time in effect.
The personal liability of each director of the Company shall be
eliminated and limited to the full extent permitted by the laws of the
State of Colorado including without limitation as permitted by the
provisions of Section 7-3-10(1)(u) of the Colorado Corporation Code
(Title 7 of the Colorado Revised Statutes) and any successor
provision, as amended.
THIRD: The manner, if not set forth in such amendment, in which any
exchange, reclassification or cancellation of issued shares provided for in the
amendment shall be effected, is as follows:
No Change
10
FOURTH: The manner in which such amendment effects a change in the
amount of stated capital, and the amount of stated capital as changed by such
amendment, are as follows:
No Change
THE EXPLORATION COMPANY (Note 1)
By /s/ James E. Sigmon
-----------------------
Its President
and /s/ Barry D. Bailey
----------------------
Its Secretary (Note 2)
/s/ James E. Sigmon
----------------------
Its Director (Note 3)
NOTES: 1. Exact corporate name of corporation adopting the
Articles of Amendments. (If this is a change of name
amendment the name before this amendment is filed)
2. Signatures and titles of officers signing for the
corporation.
3. Where no shares have been issued, signature of a
director.