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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
AMERICAN REALTY TRUST, INC.
ONE
The name of the Corporation is American Realty Trust, Inc.
TWO
The Corporation is organized pursuant to the provisions of the Georgia
Business Corporation Code.
THREE
The Corporation shall have perpetual duration.
FOUR
The Corporation is organized to engage in any lawful business not
prohibited to corporations for profit under the laws of the State of Georgia.
The Corporation shall have all powers necessary to conduct such business and
engage in any such activities, including but not limited to, the powers
enumerated in the Georgia Business Corporation Code or any
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amendment thereto.
FIVE
The Corporation shall have authority exercisable by its Board of
Directors to issue not more than 100,000,000 shares of common voting stock,
$1.00 par value per share (the "Common Stock"), and 20,000,000 shares of a
special class of stock, $2.00 par value per share (the "Special Stock"), which
shall be designated as the Board of Directors may determine and which may be
issued in series by the Board of Directors as hereinafter provided.
Preferences, limitations, and relative rights with respect to the shares of
each class of stock of the Corporation shall be as hereinafter set forth:
(a) A holder of record of one or more shares of the Common Stock shall
have one (1) vote on any matter submitted to a shareholder vote for each share
of the Common Stock held. Holders of the Common Stock are entitled to the
entire voting power, all dividends declared, and all assets of the Corporation
upon liquidation, subject to the rights of holders of the Special Stock to such
voting power, dividends, and assets upon liquidation as provided in paragraph
(b) of this Article Five.
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(b) The Special Stock may be divided into and issued from time to time
in one or more series. All shares of the Special Stock shall be of equal rank
and shall be identical, except with respect to variations in the relative
rights and preferences as between different series which may be fixed and
determined by the Board of Directors as hereinafter provided pursuant to
authority which is hereby expressly vested in the Board of Directors; provided,
however, that each share of a given series of the Special Stock shall be
identical in all respects with the other shares of such series. Before any
shares of the Special Stock of a particular series are issued, the Board of
Directors shall fix and determine in the manner provided by law, the following
particulars with respect to the shares of such series:
(i) the distinctive designation of such series and the number of shares
which shall constitute such series, which number may be increased (except where
otherwise provided by the Board of Directors in creating such series) or
decreased (but, not below the number of shares of such series then outstanding)
from time to time by the Board of Directors;
(ii) the dividend or rate of dividend payable with
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respect to shares of such series, the times of payment of any dividend, whether
any such dividends shall be cumulative and, if so, the conditions under which
and the date from which dividends shall be accumulated;
(iii) whether the shares of such series shall be redeemable and, if so,
the time or times when, the price or prices at which, and the other terms and
conditions under which the shares of such series shall be redeemable;
(iv) the amount payable on shares of such series in the event of any
voluntary or involuntary liquidation, which shall not be deemed to include the
merger or consolidation of the Corporation or a sale, lease, or conveyance of
all or part of the assets of the Corporation;
(v) purchase, retirement, or sinking fund provisions, if any, for the
redemption or purchase of shares of such series;
(vi) the rights, if any, of the holders of shares of such series to
convert such shares into or exchange such shares for shares of the Common Stock
or shares of any other series of the Special Stock and the terms and conditions
of such conversion or exchange;
(vii) whether or not the shares of such series shall have voting rights
and the extent of such voting rights, if
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any; and
(viii) any other rights or preferences permitted by law to be fixed and
determined.
SIX
No holder of shares of any class of capital stock of the Corporation shall have
the preemptive right to acquire unissued shares of any class of capital stock
of the Corporation, and the Corporation shall have the right to issue and to
sell to any person or persons any shares of its capital stock or any option
rights or any securities having conversion or option rights, without first
offering such shares, rights, or securities to any holders of shares of any
class of capital stock of the Corporation.
SEVEN
The Corporation shall have the authority to make, from time to time,
distributions of assets to the shareholders out of the capital surplus of the
Corporation, to the extent otherwise permitted by law.
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EIGHT
The Corporation shall have the authority to acquire for the Corporation
shares of its capital stock out of its unreserved and unrestricted earned
surplus and capital surplus available therefor as otherwise provided by law.
NINE
The shareholders may take any action required to be taken at a meeting
of the shareholders, or any action which may be taken at such a meeting,
without a meeting, if a written consent, setting forth the action to be taken,
is signed by persons who would be entitled to vote at a meeting those shares
having voting power to cast not less than the minimum number (or numbers, in
the case of voting by classes) of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote were present
and voted.
TEN
The Corporation shall not commence business until it shall have received
at least Five Hundred Dollars ($500.00) in payment for the issuance of shares
of capital stock.
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ELEVEN
The initial registered office of the Corporation shall be at 55 Park
Place, Atlanta, Georgia 30335. The initial registered agent of the Corporation
shall be The Prentice-Hall Corporation System, Inc.
TWELVE
The initial Board of Directors shall consist of one member whose name
and address is as follows:
Gene E. Phillips
Southmark Corporation
1601 LBJ Freeway, Suite 800
Dallas, Texas 75234
THIRTEEN
No director of the Corporation shall be personally liable for monetary
damages to the Corporation or its shareholders for breach of the duty of care
or other duty as a director, except that such liability shall not be eliminated
for:
(a) any appropriation, in violation of the director's duties, of any
business opportunity of the Corporation;
(b) acts or omissions not in good faith or which involved intentional
misconduct or a knowing violation of law;
(c) liability under section 14-2-154 of the Georgia
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Business Corporation Code or any amendment thereto; and
(d) any transaction from which the director derived an improper personal
benefit.
If at any time the Georgia Business Corporation Code is amended after
approval by the shareholders of this Article to authorize the further
elimination or limitation of the liability of a director, then the liability of
each director of the Corporation shall be eliminated or limited to the fullest
extent permitted by such Code, as so amended.
Any repeal or modification of the foregoing provisions of this Article
shall not adversely affect the elimination or limitation of liability or
alleged liability pursuant hereto of any director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
FOURTEEN
The name and address of the incorporator is as follows:
James L. Smith, III
Trotter, Smith & Jacobs
2400 Gas Light Tower
235 Peachtree St., N.E.
Atlanta, Georgia 30303
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IN WITNESS WHEREOF, the undersigned executes these Articles of
Incorporation this the 24th day of November 1987.
/s/ James L. Smith, III
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James L. Smith, III
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