Exhibit 3.1(i)(a)
RESTATED
CERTIFICATE OF INCORPORATION
OF
REGENCY AFFILIATES, INC.
(Originally incorporated under the name of
Transcontinental Energy Corporation on February 12, 1980)
FIRST: The name of the corporation is REGENCY AFFILIATES, INC.
SECOND: The registered office in the State of Delaware is located at
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which corporation may be organized under the General
Corporation Law of Delaware.
FOURTH: The corporation shall be authorized to issue two classes of
stock to be designated respectively "Common" and "Preferred"; the total number
of shares which the corporation shall have authority to issue shall be thirty
million (30,000,000); the total number of shares of Common Stock shall be
twenty-five million (25,000,000) and the par value of each share of Common Stock
shall be Forty Cents ($.40) (the "Common Stock"); and the total number of shares
of Preferred Stock shall be five million (5,000,000) and the par value of each
share of Preferred Stock shall be Ten Cents ($.10) (the "Preferred Stock").
The Preferred Stock may be issued from time to time in one or more series.
The Board of Directors is hereby expressly vested with authority to fix by
resolution or resolutions the designations and the powers, preferences and
relative, or restrictions thereof, including, without limitation, the voting
powers, if any, the dividend rate, conversion rights, redemption price, or
liquidation preference, of any series of Preferred Stock, and to fix the number
of shares constituting any such series, and to increase or decrease the number
of shares of any such series (but not below the number of shares thereof then
outstanding). In case the number of shares of any such series shall be so
decreased, the shares constituting such decrease shall resume the status which
they had prior to the adoption of the resolution or resolutions originally
fixing the number of shares of such series. The number of authorized shares of
any class or classes of stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the stock of the corporation entitled to vote.
FIFTH: In furtherance and not in limitation of the powers conferred by
law, the Board of Directors is expressly authorized to make, alter or repeal the
By-laws of the corporation.
SIXTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
SEVENTH: The corporation reserves the right to amend, alter, change or
repeal any provisions contained in this certificate in any manner now or
hereafter prescribed by law, and all rights herein conferred upon the
shareholders are granted subject to this reservation.
EIGHTH: The number of directors of the corporation shall be such number
as may be fixed from time to time by the By-laws of the corporation. All
directors of the corporation shall hold office until their successors are duly
elected and qualify.
NINTH: Meetings of stockholders may be held outside the State of
Delaware, if the By-laws so provide. The books of the corporation may be kept
(subject to the provisions of law) outside of the State of Delaware. Elections
of directors need not be by ballot unless the By-laws of the corporation shall
so provide.
IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which
restates and integrates and does not further amend the Corporation's Certificate
of Incorporation, as heretofore amended or supplemented, there being no
discrepancies between those provisions and the provisions of this Restated
Certificate of Incorporation, and having been duly adopted by the Board of
Directors of the corporation in accordance with the provisions of Section 245 of
the General Corporation Law of the State of Delaware, has been executed on
the 20th day of November, 1991.
REGENCY AFFILIATES, INC.
By: /s/ William R. Ponsoldt
William R. Ponsoldt,
Chairman and Chief Executive
Officer and President
[CORPORATE SEAL]
ATTEST:
By: /s/ Eunice M. Antosh
Eunice M. Antosh, Asst. Secretary