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EXHIBIT 3(c)
RESTATED ARTICLES OF INCORPORATION
OF
DENBURY MANAGEMENT, INC.
(WITH AMENDMENTS)
Pursuant to the provisions of the Texas Business Corporation Act (the
"TBCA"), Denbury Management, Inc., a Texas corporation (the "Corporation"),
hereby adopts these Restated Articles of Incorporation (the "Restated
Articles"), which accurately reflect the original Articles of Incorporation and
all amendments thereto that are in effect to date (collectively, the "Original
Articles") and as further amended by such Restated Articles as hereinafter set
forth and which contain no other change in any provision thereof.
ARTICLE I
The name of the Corporation is Denbury Management, Inc.
ARTICLE II
The Original Articles of the Corporation are amended by these Restated
Articles as follows: (a) ARTICLE THREE is amended and restated in its entirety
to read as set forth in ARTICLE THREE of the Restated Articles so as to revise
the purposes of the Corporation; (b) ARTICLE SEVEN is amended and restated in
its entirety to read as set forth in ARTICLE SEVEN of the Restated Articles to
include the current members of the Board of Directors; (c) ARTICLE EIGHT is
amended and restated in its entirety to read as set forth in ARTICLE EIGHT of
the Restated Articles to delete incorporator information and add provisions
regarding interested directors; (d) ARTICLE NINE is amended and restated in its
entirety to delete close corporation status provisions and add indemnification
provisions; (e) ARTICLE TEN is added to set forth requirements for quorum
voting; (f) ARTICLE ELEVEN is added to deny preemptive rights; (g) ARTICLE
TWELVE is added to deny cumulative voting; (h) ARTICLE THIRTEEN is added to
provide for maximum protection against director liability; and (i) ARTICLE
FOURTEEN is added to allow less than unanimous written consents of shareholder
actions.
ARTICLE III
Each such amendment and addition made by these Restated Articles has
been effected in conformity with the provisions of the TBCA, and these Restated
Articles and each such amendment made by these Restated Articles were duly
adopted and approved by the shareholders of the Corporation on February __,
1998.
ARTICLE IV
The holder of all of the shares outstanding and entitled to vote on said
amendments has signed a consent in writing pursuant to Article 9.10.A of the
TBCA adopting said amendments.
ARTICLE V
The Original Articles are hereby superseded by the following Restated
Articles, which accurately copy the entire text thereof as amended as set forth
above.
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RESTATED ARTICLES OF INCORPORATION
OF
DENBURY MANAGEMENT, INC.
ARTICLE ONE
The name of the Corporation is Denbury Management, Inc.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose for which the Corporation is organized is to transact any
and all lawful business for which corporations may be incorporated under the
Texas Business Corporation Act (the "TBCA").
ARTICLE FOUR
The aggregate number of shares which the Corporation shall have
authority to issue is 2,000,000 at $0.10 par value.
ARTICLE FIVE
The Corporation will not commence business until it has received for the
issuance of its shares consideration of the value of $1,000.00.
ARTICLE SIX
The address of its registered office is 1100 Louisiana, Suite 1800,
Houston, Texas 77002-5214, and the name of its registered agent at such address
is Donald W. Brodsky.
ARTICLE SEVEN
The number of directors constituting the current Board of Directors is
four (4), and the names and addresses of the directors are:
Gareth Roberts Phil Rykhoek
17304 Preston Road 17304 Preston Road
Suite 200 Suite 200
Dallas, Texas 75252, Dallas, Texas 75252
Matthew Deso Mark Worthey
17304 Preston Road 17304 Preston Road
Suite 200 Suite 200
Dallas, Texas 75252 Dallas, Texas 75252
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ARTICLE EIGHT
No contract or transaction between the Corporation and one or more of
its directors or officers, or between the Corporation and any other
corporation, partnership, association, or other organization in which one or
more of its directors or officers are directors or officers or have a financial
interest, shall be void or voidable solely for this reason, solely because the
director or officer is present at or participates in the meeting of the Board
of Directors or committee thereof which authorizes the contract or transaction,
or solely because his or their votes are counted for such purpose, if:
(a) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board of Directors or
committee in good faith authorizes the contract or transaction by the
affirmative vote of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; or
(b) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the
shareholders entitled to vote thereon, and the contract or transaction
is specifically approved in good faith by vote of the disinterested
shareholders; or
(c) The contract or transaction is fair as to the Corporation
as of the time it is authorized, approved, or ratified by the Board of
Directors, a committee thereof, or the shareholders.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.
This provision shall not be construed to invalidate a contract or
transaction which would be valid in the absence of this provision or to subject
any director or officer to any liability that he would not be subject to in the
absence of this provision.
ARTICLE NINE
The Corporation shall indemnify any person who was, is, or is threatened
to be made a named defendant or respondent in a proceeding (as hereinafter
defined) because the person (i) is or was a director or officer of the
Corporation or (ii) while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, to the
fullest extent that a corporation may grant indemnification to a director under
the TBCA, as the same exists or may hereafter be amended. Such right shall be
a contract right and as such shall run to the benefit of any director or
officer who is elected and accepts the position of director or officer of the
Corporation or elects to continue to serve as a director or officer of the
Corporation while this Article Nine is in effect. Any repeal or amendment of
this Article Nine shall be prospective only and shall not limit the rights of
any such director or officer or the obligations of the Corporation with respect
to any claim arising from or related to the services of such director or
officer in any of the foregoing capacities prior to any such
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repeal or amendment of this Article Nine, or any of their rights pursuant to
any indemnification agreement in effect at the time of such repeal or
amendment. Such right shall include the right to be paid or reimbursed by the
Corporation for expenses incurred in defending any such proceeding in advance
of its final disposition to the maximum extent permitted under the TBCA, as the
same exists or may hereafter be amended. If a claim for indemnification or
advancement of expenses hereunder is not paid in full by the Corporation within
90 days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim, and if successful in whole or in part,
the claimant shall be entitled to be paid also the expenses of prosecuting such
claim. It shall be a defense to any such action that such indemnification or
advancement of costs of defense are not permitted under the TBCA, but the
burden of proving such defense shall be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors or any committee
thereof, special legal counsel, or shareholders) to have made its determination
prior to the commencement of such action that indemnification of, or
advancement of costs of defense to, the claimant is permissible in the
circumstances nor an actual determination by the Corporation (including its
Board of Directors or any committee thereof, special legal counsel, or
shareholders) that such indemnification or advancement is not permissible,
shall be a defense to the action or create a presumption that such
indemnification or advancement is not permissible. In the event of the death
of any person having a right of indemnification under the foregoing provisions,
such right shall inure to the benefit of his heirs, executors, administrators,
and personal representatives. The rights conferred above shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, bylaw, resolution of shareholders or directors, agreement,
or otherwise.
The Corporation may additionally indemnify any person covered by the
grant of mandatory indemnification contained above to such further extent as is
permitted by law and may indemnify any other person to the fullest extent
permitted by law and may enter into indemnification agreements with any person
covered by this Article Nine.
To the extent permitted by then applicable law, the grant of mandatory
indemnification to any person pursuant to this Article Nine shall extend to
proceedings involving the negligence of such person.
As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such an action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding.
ARTICLE TEN
Any action of the Corporation which, under the provisions of the TBCA or
any other applicable law, is required to be authorized or approved by the
holders of any specified fraction which is in excess of one-half or any
specified percentage which is in excess of 50% of the outstanding shares (or of
any class or series thereof) of the Corporation shall, notwithstanding any law,
be deemed effectively and properly authorized or approved if authorized or
approved by the vote of the holders of more than 50% of the outstanding shares
entitled to vote thereon (or, if the holders of any class or series of the
Corporation's shares shall be entitled by the TBCA or any other applicable law
to vote thereon separately as a class, by the vote of the holders of more than
50% of the outstanding shares of each such class or series). Without limiting
the generality of the foregoing, the foregoing provisions of this Article
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Ten shall be applicable to any required shareholder authorization or approval
of: (a) any amendment to these Restated Articles; (b) any plan of merger,
share exchange, or reorganization involving the Corporation; (c) any sale,
lease, exchange, or other disposition of all, or substantially all, the
property and assets of the Corporation; and (d) any voluntary dissolution of
the Corporation.
Directors of the Corporation shall be elected by a plurality of the
votes cast by the holders of shares entitled to vote in the election of
directors of the Corporation at a meeting of shareholders at which a quorum is
present.
Except as otherwise provided in this Article Ten or as otherwise
required by the TBCA or other applicable law, with respect to any matter, the
affirmative vote of the holders of a majority of the Corporation's shares
entitled to vote on that matter and represented in person or by proxy at a
meeting of shareholders at which a quorum is present shall be the act of the
shareholders.
Nothing contained in this Article Ten is intended to require shareholder
authorization or approval of any action of the Corporation whatsoever unless
such approval is specifically required by the other provisions of these
Articles of Incorporation, the bylaws of the Corporation, or by the TBCA or
other applicable law.
ARTICLE ELEVEN
No holder of any shares of capital stock of the Corporation, whether now
or hereafter authorized, shall, as such holder, have any preemptive or
preferential right to receive, purchase, or subscribe to (a) any unissued or
treasury shares of any class of stock (whether now or hereafter authorized) of
the Corporation, (b) any obligations, evidences of indebtedness, or other
securities of the Corporation convertible into or exchangeable for, or carrying
or accompanied by any rights to receive, purchase, or subscribe to, any such
unissued or treasury shares, (c) any right of subscription to or to receive, or
any warrant or option for the purchase of, any of the foregoing securities, or
(d) any other securities that may be issued or sold by the Corporation.
ARTICLE TWELVE
Cumulative voting for the election of directors is expressly denied and
prohibited.
ARTICLE THIRTEEN
To the fullest extent permitted by applicable law, a director of the
Corporation shall not be liable to the Corporation or its shareholders for
monetary damages for an act or omission in the director's capacity as a
director, except that this Article Thirteen does not eliminate or limit the
liability of a director of the Corporation to the extent the director is found
liable for:
(a) a breach of the director's duty of loyalty to the
Corporation or its shareholders;
(b) an act or omission not in good faith that constitutes a
breach of duty of the director to the Corporation or an act or omission
that involves intentional misconduct or a knowing violation of the law;
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(c) 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
(d) an act or omission for which the liability of a director
is expressly provided by an applicable statute.
Any repeal or amendment of this Article Thirteen by the shareholders of
the Corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director of the Corporation arising
from an act or omission occurring prior to the time of such repeal or
amendment. In addition to the circumstances in which a director of the
Corporation is not personally liable as set forth in the foregoing provisions
of this Article Thirteen, a director shall not be liable to the Corporation or
its shareholders to such further extent as permitted by any law hereafter
enacted, including without limitation any subsequent amendment to the Texas
Miscellaneous Corporation Laws Act or the TBCA.
ARTICLE FOURTEEN
Any action which may be taken, or which is required by law or the
Articles of Incorporation or bylaws of the Corporation to 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 so taken, shall have been signed by the holder or
holders 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.
EXECUTED this 18th day of February, 1998.
/s/ GARETH ROBERTS
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Gareth Roberts, President
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