EXHIBIT A
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION + AMENDMENTS
OF
CHAPARRAL RESOURCES, INC.
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Restated Articles of Incorporation + Amendments:
FIRST: The name of the corporation is Chaparral Resources, Inc.
SECOND: The following amendment to the Restated Articles of Incorporation +
Amendments was adopted by the shareholders of the corporation on July 17, 1996,
in the manner prescribed by the Colorado Business Corporation Act:
Article Fourth is amended to read as follows:
"FOURTH: Paragraph 1: The aggregate number of shares which the
corporation shall have authority to issue is:
Par Value Number of Shares
Class Per Share Authorized
----- --------- ----------------
Common....................... $0.10 100,000,000
Preferred.................... No Par Value 1,000,000
Paragraph 2: The preferences, qualifications, limitations,
restrictions and the special or relative rights with respect to the
shares of each class are:
Common: All shares shall be fully paid and nonassessable for any
purpose.
Preferred: The Board of Directors hereby is expressly authorized,
by resolution or resolutions, to provide, out of the unissued shares
of preferred stock for the issuance, from time to time, of one or more
series of preferred stock for any proper purpose without shareholder
approval, except where shareholder approval is required by law. The
Board of Directors is expressly vested with the right to determine,
with respect to the preferred stock and each series thereof, the
following:
(a) The designation of such series, the number of shares
to constitute such series and the stated value thereof if
different from the par value thereof;
(b) Whether the shares of such series shall have voting
rights, in addition to any voting rights provided by law,
and, if so, the terms of such voting rights which may be
general or limited;
(c) The dividends, if any, payable on such series,
whether any such dividends shall be cumulative, and, if so,
from what dates, the conditions and dates upon which such
dividends shall be payable, the preference or relation which
such dividends shall bear to the dividends payable on any
shares of stock of any other class or any other series of
this class;
(d) Whether the shares of such series shall be subject
to redemption by the corporation, and, if so, the times,
prices and other terms and conditions of such redemption;
(e) The amount or amounts payable upon such shares of
such series upon, and the rights of the holders of such
series in, the voluntary or involuntary liquidation,
dissolution or winding up, or upon any distribution of the
assets, of the corporation;
(f) Whether the shares of such series shall be subject
to the operation of a retirement or sinking fund, and, if so,
the extent to and manner in which any such retirement or
sinking fund shall be applied to the purchase or redemption
of the shares of such series for retirement or other
corporate purposes and the terms and provisions relative to
the operations thereof;
(g) Whether the shares of such series shall be
convertible into or exchangeable for, shares of stock of any
other class or classes or of any other series of preferred
stock or any other class or classes of capital stock, and if
so, the price or prices or the rate or rates of conversion or
exchange and the method, if any, of adjusting the same, and
any other terms and conditions of such conversion or
exchange;
(h) The limitations and restrictions, if any, to be
effective while any shares of such series are outstanding
upon the payment of dividends or the making of other
distributions on, or upon the purchase, redemption or other
acquisition by the corporation of, the common stock or shares
of any other class or any other series of preferred stock;
and
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(i) The conditions or restrictions, if any, upon the
creation of indebtedness of the corporation or upon the issue
of any additional stock, including additional shares of such
series or of any other series of preferred stock or of any
other class or classes.
The holders of common stock shall have and possess all rights as
stockholders of the corporation, including such rights as may be granted
elsewhere by these Restated Articles of Incorporation + Amendments except
as such rights may be limited by the preferences, privileges and voting
powers, and the restrictions and limitations of the preferred stock.
Subject to preferential dividend rights, if any, of the holders of
preferred stock, dividends upon the common stock may be declared by the
Board of Directors and paid out of any funds legally available therefor at
such times and in such amounts as the Board of Directors shall determine.
Dividends on shares of common stock and preferred stock may be paid in
shares of common stock or preferred stock.
THIRD: The number of votes cast for the amendment by each voting group
entitled to vote separately on the amendment was sufficient for approval by that
voting group.
Dated: July 17, 1996
CHAPARRAL RESOURCES, INC.,
a Colorado corporation
By
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Matthew R. Hoovler, Vice President
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