Exhibit (3)(i)(a)
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
WESTLAND DEVELOPMENT CO., INC.
Pursuant to the provisions of the Business Corporation Act of New Mexico, the
undersigned Corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is WESTLAND DEVELOPMENT CO., INC.
SECOND: The following amendments to the Articles of Incorporation were adopted
by the shareholders of the corporation at the annual meeting of shareholders
held on November 13, 1998, in the manner prescribed by the Business Corporation
Act of New Mexico, as follows:
1. Article IV For the Amendment of Article IV of the Company's Articles of
Incorporation to delete from such Article the authority to issue Class A
Stock. The remainder of the Article is not amended and remains the same.
2. Article VII: To amend the Articles of Incorporation to add thereto a new
Article VII to provide that: "The vote required to amend these Articles of
Incorporation shall be a simple majority of all shares entitled to notice
of and to vote at any meeting of shareholders whereat any amendment to
these Articles is proposed.
3. Article II: To amend Article II by replacing it in its entirety with the
following language: "The period of this corporation's existence shall be in
perpetuity".
THIRD: The number of issued and outstanding shares of the Corporation's common
stock entitled to vote on the Amendments at the meeting that adopted the
Amendments on November 4, 1998, was 802,708 shares.
FOURTH: The corporation has two classes of issued and outstanding common stock
entitled to vote on the amendment, those being no par value common stock and
Class B common stock. The aggregate of all such issued and outstanding shares at
the time of the meeting of shareholders was 802,708. The amendments were not
matters specified by Section 53-13-3 NMSA 1978 as requiring a vote by class.
FIFTH: Of the 802,708 shares of issued and outstanding common stock entitled to
vote on the amendments, they were voted as follows:
1. There were 550,252 shares voted for the Amendment of Article IV (68.55%)
and 80,773 shares voted against the amendment (10.06%).
2. There were 558,762 shares voted for the Amendment creating a new Article
VII (69.61%) and 71,428 shares voted against the amendment (8.89%).
3. There were 569,221 shares voted for the Amendment of Article II (70.91%)
and 61,029 shares voted against the amendment (7.60%).
SIXTH: The result of these amendments had no effect on the number of the
Corporation's authorized shares or its stated capital.
IN WITNESS WHEREOF, the said WESTLAND DEVELOPMENT CO., INC. has caused this
Certificate of Amendment to be signed by its President and its Secretary and its
corporate seal to be affixed hereto this __ day of November, 1998. WESTLAND
DEVELOPMENT CO., INC.
By: Barbara Page
-----------------------
Barbara Page, President
By: Lee Anaya
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Lee Anaya, Assistant Secretary
STATE OF NEW MEXICO )
)ss.
COUNTY OF BERNALILLO )
On November 19, 1998, personally appeared before me, a Notary Public in and for
the State of New Mexico, Barbara Page, President, and Lee Anaya, Assistant
Secretary, of WESTLAND DEVELOPMENT CO., INC., a New Mexico corporation, who
acknowledged that they executed the foregoing Certificate of Amendment of the
Articles of Incorporation on behalf of WESTLAND DEVELOPMENT CO., INC. and that
the statements therein contained are true.
Linda J. Blair
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Linda J. Blair (Notary Public)
My commission expires 8/15/2001