Exhibit 23A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
AVALON FUNDS, INC.
(FORMERLY HUGHES FUNDS, INC.)
FIRST: The name of the corporation (which is hereinafter called the Corporation)
is:
AVALON FUNDS, INC.
SECOND: The purposes for which the Corporation is formed are to act as an
open-end management investment company, as contemplated by the Investment
Company Act of 1940, as amended ("1940 Act"), and to exercise and enjoy all of
the powers, rights and privileges granted to, or conferred upon, corporations by
the General Laws of the State of Maryland now or hereafter in force, including,
without limitation:
(a) To hold, invest and reinvest the funds of the Corporation, and in
connection therewith to hold part or all of its funds in cash, and to
purchase, subscribe for or otherwise acquire, to hold for investment
or otherwise, to trade and deal in, write, sell, assign, negotiate,
transfer, exchange, lend, pledge or otherwise dispose of or turn to
account or realize upon, securities of any corporation, company,
association, trust, firm, partnership, or other organization however
or wherever established or organized, as well as securities created or
issued by any United States or
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foreign issuer (which term "issuer" shall, for the purpose of these
Articles of Incorporation, without limiting the generality thereof, be
deemed to include any persons, firms, associations, partnerships,
corporations, syndicates, combinations, organizations, governments or
subdivisions, agencies or instrumentalities of any government); and to
exercise, as owner or holder of any securities, all rights, powers and
privileges in respect thereof, including the right to vote thereon; to
aid by further investment any issuer, any obligation of or interest in
which is held by the Corporation or in the affairs of which the
Corporation has any direct or indirect interest; to guarantee or
become surety on any or all of the contracts, stocks, bonds, notes,
debentures and other obligations of any corporation, company, trust,
association or firm; and to do any and all acts and things for the
preservation, protection, improvement and enhancement in value of any
and all such securities.
For the purposes of these Articles of Incorporation, as the same may
be supplemented or amended, the term "securities" shall be deemed to
include, without limiting the generality thereof, any stocks, Shares,
bonds, debentures, bills, notes, mortgages and any other obligations
or evidences of indebtedness, and any options, certificates, receipts,
warrants, futures or forward contracts, or other instruments
representing rights to receive, purchase, subscribe for or sell the
same, or evidencing or representing any other direct or indirect
rights or interests therein, including all rights of equitable
ownership therein, or in any property or assets; and any negotiable or
non-negotiable instruments, including money market instruments, bank
certificates of deposit, finance paper, commercial paper, bankers'
acceptances and all types of repurchase or reverse repurchase
agreements; interest rate protection instruments; and derivative or
synthetic instruments.
(b) To acquire all or any part of the goodwill, rights, property and
business of any person, firm, association or corporation heretofore or
hereafter engaged in any business similar to any business which the
Corporation has the power to conduct, and to hold, utilize, enjoy and
in any manner dispose of the whole or any part of the rights, property
and business so acquired, and to assume in connection therewith any
liabilities of any such person, firm, association or corporation.
(c) To apply for, obtain, purchase or otherwise acquire, any patents,
copyrights, licenses, trademarks, trade names and the like, which may
be capable of being used for any of the purposes of the Corporation;
and to use, exercise, develop, grant licenses in respect of, sell and
otherwise turn to account, the same.
(d) To issue and sell Shares of its own capital stock and securities
convertible into such capital stock in such amounts and on such terms
and conditions, for such purposes and for such amount or kind of
consideration (including without limitations, securities) now or
hereafter permitted by the laws of the State of Maryland, by the 1940
Act and by these Articles of Incorporation, as its Board of Directors
may, and is hereby authorized to, determine.
(e) To allocate assets, liabilities and expenses of the Corporation to a
particular series or Class or to apportion the same between or among
two or more series or Classes, as applicable, provided that any
liabilities or expenses incurred by a particular series or Class shall
be payable solely by that series or Class as provided for in Article
SIXTH.
(f) To purchase, repurchase or otherwise acquire, hold, dispose of,
resell, transfer, reissue or cancel (all without the vote or consent
of the stockholders of the Corporation) Shares of its capital stock in
any manner and to the extent now or hereafter permitted by the laws of
the State of Maryland, by the 1940 Act and by these Articles of
Incorporation.
(g) To conduct its business in all branches at one or more offices in any
part of the world, without restriction or limit as to extent.
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(h) To exercise and enjoy, in any states, territories, districts and
United States dependencies and in foreign countries, all of the
powers, rights and privileges granted to, or conferred upon,
corporations by the General Laws of the State of Maryland now or
hereafter in force.
(i) To enjoy all rights, powers and privileges of ownership or interest in
all securities held by the Corporation, including the right to vote
and otherwise act with respect thereto and to do all acts for the
preservation, protection, improvement, and enhancement in value of all
such securities.
(j) In general, to carry on any other business in connection with or
incidental to its corporate purposes, to do everything necessary,
suitable or proper for the accomplishment of such purposes or for the
attainment of any object or the furtherance of any power set forth in
these Articles of Incorporation, either alone or in association with
others, to do every other act or thing incidental or appurtenant to or
growing out of or connected with its business or purposes, objects or
powers, and, subject to the foregoing, to have and exercise all the
powers, rights and privileges granted to, or conferred upon,
corporations by the laws of the State of Maryland as in force from
time to time.
The foregoing objects and purposes shall, except as otherwise expressly
provided, be in no way limited or restricted by reference to, or inference from,
the terms of any other clause of this or any other Article of these Articles of
Incorporation, and shall each be regarded as independent and construed as a
power as well as an object and a purpose, and the enumeration of specific
purposes, objects and powers shall not be construed to limit or restrict in any
manner the meaning of general terms or the general powers of the Corporation now
or hereafter conferred by the laws of Maryland, nor shall the expression of one
thing be deemed to exclude another though it be of like nature, not expressed;
provided however, that the Corporation shall not have power to carry on within
the State of Maryland any business whatsoever the carrying on of which would
preclude it from being Classified as an ordinary business corporation under the
laws of said State; nor shall it carry on any business, or exercise any powers,
in any other state, territory, district or country except to the extent that the
same may lawfully be carried on or exercised under the laws thereof.
Incident to meeting the purposes specified above, the Corporation also shall
have the power, without limitation:
(1) To acquire (by purchase, lease or otherwise) and to take, receive, own,
hold, use, employ, maintain, develop, dispose of (by sale or otherwise) and
otherwise deal with any real or personal property, wherever located, and
any interest therein.
(2) To make contracts and guarantees, incur liabilities and borrow money and,
in this connection, issue notes or other evidence of indebtedness.
(3) To buy, hold, sell, and otherwise deal in and with commodities, indices of
commodities or securities, and foreign exchange, including the purchase and
sale of futures contracts, options on futures contracts related thereto and
forward contracts, subject to any applicable provisions of law.
(4) To sell, lease, exchange, transfer, convey, mortgage, pledge and otherwise
dispose of any or all of its assets.
THIRD: The post office address of the principal office and the resident agent of
the Corporation in Maryland is 11 East Chase Street, Baltimore, MD 21202. The
name of the resident agent is CSC-Lawyers Incorporating Service Company. Said
resident agent is a domestic corporation of the State of Maryland.
FOURTH: The number of directors of the Corporation shall be 3 which number may
be increased or decreased pursuant to the by-laws of the Corporation, and so
long as there are less than three (3) stockholders, the number of directors may
be less than three (3) but not less than the number of stockholders, and the
names of the directors who shall act until their successors are duly chosen and
qualified are:
ROGER DECORT
EARL H. DOUPLE
ROBERT J. NUROCK
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FIFTH: The duration of the Corporation shall be perpetual.
SIXTH: Section 6.1. CAPITAL STOCK. The total number of shares of stock that the
Corporation has authority to issue is Five Hundred Million (500,000,000) at
0.002 par value, and of the aggregate par value of $100,000 (the "Shares"). The
Board of Directors shall have full power and authority, in its sole discretion
and without obtaining any prior authorization or vote of the Stockholders, to
change in any manner and to create and establish Shares having such preferences,
terms of conversion, rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption as shall be
fixed and determined from time to time by resolution or resolutions providing
for the issuance of such Shares adopted by the Board of Directors.
The Shares may be issued by the Board of Directors in such separate and distinct
series ("Series") and Classes ("Classes") as the Board of Directors shall from
time to time create and establish. The Board of Directors is authorized, from
time to time, to divide or combine the Shares into a greater or lesser number,
to classify or reclassify any unissued Shares of the Corporation into one or
more separate Series or Classes of Shares, and to take such other action with
respect to the Shares as the Board of Directors may deem desirable. In addition,
the Board of Directors is hereby expressly granted authority to increase or
decrease the number of Shares of any Series or Class, but the number of Shares
of any Series or Class shall not be decreased by the Board of Directors below
the number of Shares thereof then outstanding. The Board of Directors, in its
discretion without a vote of the Stockholders, may divide the Shares of any
Series into Classes. The Shares of any Series or Class of stock shall have such
preferences, rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption as shall be fixed and
determined from time to time by the Board of Directors.
The Corporation may hold as treasury Shares, reissue for such consideration and
on such terms as the Board of Directors may determine, or cancel, at its
discretion from time to time, any Shares reacquired by the Corporation. No
holder of any of the Shares shall be entitled as of right to subscribe for,
purchase, or otherwise acquire any Shares of the Corporation which the
Corporation proposes to issue or reissue.
Without limiting the authority of the Board of Directors set forth herein to
establish and designate any further Series or Classes, and to classify and
reclassify any unissued Shares, there is hereby established and classified six
Series of stock comprising ten million (50,000,000) Shares each, to be known as:
The Education Fund (formerly the Hughes Health Care Fund)
The Corporation shall have authority to issue any additional Shares hereafter
authorized and any Shares redeemed or repurchased by the Corporation. All Shares
of any Series or Class when properly issued in accordance with these Articles of
Incorporation shall be fully paid and nonassessable. Pursuant to Section
2-605(4) of the Maryland General Corporation Law, the Corporation may change the
name of any of the above-listed Series as set forth by law.
Section 6.2. ESTABLISHMENT OF SERIES AND CLASSES. The establishment of any
Series or Class of Shares in addition to those established in Section 7.1 hereof
shall be effective upon the adoption of a resolution by the Board of Directors
setting forth such establishment and designation and the relative rights and
preferences of the Shares of such Series or Class. At any time that there are no
Shares outstanding of any particular Series or Class previously established and
designated, the Directors may by a majority vote abolish that Series or Class
and the establishment and designation thereof.
Section 6.3. DIVIDENDS. Dividends and distributions on Shares with respect to
each Series or Class may be declared and paid with such frequency, in such form
and in such amount as the Board of Directors may from time to time determine.
Dividends may be declared daily or otherwise pursuant to a standing resolution
or resolutions adopted only once or with such frequency as the Board of
Directors may determine.
All dividends on Shares of each Series or Class shall be paid only out of the
income belonging to that Series or Class and capital gains distributions on
Shares of each Series or Class shall be paid only out of the capital gains
belonging to that Series or Class. All dividends and distributions on Shares of
each Series or Class shall be distributed pro rata
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to the holders of that Series or Class in proportion to the number of Shares of
that Series or Class held by such holders at the date and time of record
established for the payment of such dividends or distributions, except that such
dividends and distributions shall appropriately reflect expenses allocated to a
particular Series or Class. In connection with any dividend or distribution
program or procedure the Board of Directors may determine that no dividend or
distribution shall be payable on Shares as to which the Shareholder's purchase
order and/or payment have not been received by the time or times established by
the Board of Directors under such program or procedure.
The Board of Directors shall have the power, in its sole discretion, to
distribute in any fiscal year as dividends (including dividends designated in
whole or in part as capital gain distributions) amounts sufficient, in the
opinion of the Board of Directors, to enable each Series of the Corporation to
qualify as a regulated investment company under the Internal Revenue Code of
1986, as amended, or any successor or comparable statute thereto, and
regulations promulgated thereunder, and to avoid liability of each Series of the
Corporation for Federal income and excise tax in respect of that year. However,
nothing in the foregoing shall limit the authority of the Board of Directors to
make distributions greater than or less than the amount necessary to qualify as
a regulated investment company and to avoid liability of any Series of the
Corporation for such tax.
Dividends and distributions may be paid in cash, property or Shares, or a
combination thereof, as determined by the Board of Directors or pursuant to any
program that the Board of Directors may have in effect at the time. Any such
dividend or distribution paid in Shares will be paid at the current net asset
value thereof as defined in Section 7.7.
Section 6.4. ASSETS AND LIABILITIES OF SERIES AND CLASSES. All consideration
received by the Corporation for the issue or sale of Shares of a particular
Series or Class, together with all assets in which such consideration is
invested or reinvested, all income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such proceeds
in whatever form the same may be, shall be referred to as "assets belonging to"
that Series or Class, as the case may be. In addition, any assets, income,
earnings, profits, and proceeds thereof, funds, or payments which are not
readily identifiable as belonging to any particular Series or Class shall be
allocated between and among one or more of the Series or Classes in such manner
as the Board of Directors, in its sole discretion, deems fair and equitable.
Each such allocation shall be conclusive and binding upon the Stockholders of
all Series or Classes for all purposes, and shall be referred to as assets
belonging to that Series or Class. The assets belonging to a particular Series
or Class shall be so recorded upon the books of the Corporation. The assets
belonging to each particular Series or Class shall be charged with the
liabilities of that Series or Class and all expenses, costs, charges and
reserves attributable to that Series or Class, as the case may be. Any general
liabilities, expenses, costs, charges or reserves of the Corporation which are
not readily identifiable as belonging to any particular Series or Class shall be
allocated between or among any one or more of the Series or Classes in such a
manner as the Board of Directors in its sole discretion deems fair and
equitable. Each such allocation shall be conclusive and binding upon the
Stockholders of all Series or Classes for all purposes.
Section 6.5. VOTING. On each matter submitted to a vote of the Stockholders,
each holder of a Share shall be entitled to one vote for each Share and
fractional votes for fractional Shares standing in his name on the books of the
Corporation; provided, however, that when required by the 1940 Act or rules
thereunder or when the Board of Directors has determined that the matter affects
only the interests of one Series or Class, matters may be submitted to a vote of
the Stockholders of such Series or Class only, and each holder of Shares thereof
shall be entitled to votes equal to the number of full and fractional Shares of
the Series or Class standing in his name on the books of the Corporation. The
presence in person or by proxy of the holders of one-third of the Shares of
capital stock of the Corporation outstanding and entitled to vote thereat shall
constitute a quorum for the transaction of business at a Stockholders' meeting,
except that where holders of any Series or Class vote as a Series or Class,
one-third of the aggregate number of Shares of that Series or Class outstanding
and entitled to vote shall constitute a quorum for the transaction of business
by that Series or Class.
Section 6.6. REDEMPTION BY STOCKHOLDERS. Each holder of Shares shall have the
right at such times as may be permitted by the Corporation to require the
Corporation to redeem all or any part of his Shares at a redemption price per
Share equal to the net asset value per Share as of such time as the Board of
Directors shall have prescribed by resolution, minus any applicable sales charge
or redemption or repurchase fee. In the absence of such resolution, the
redemption price per Share shall be the net asset value next determined (in
accordance with Section 7.7) after acceptance of a request for redemption in
proper form less such charges as are determined by the Board of Directors
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and described in the Corporation's registration statement under the Securities
Act of 1933, except that Shares may be redeemed by an underwriter at (a) the net
asset value next determined after such requests are received by a dealer with
whom such underwriter has a sales agreement or (b) the net asset value
determined at a later time. The Board of Directors may specify conditions,
prices, and places of redemption, and may specify binding requirements for the
proper form or forms of requests for redemption. The Corporation may require
Stockholders to pay a sales charge to the Corporation, the underwriter or any
other person designated by the Board of Directors upon redemption or repurchase
of Shares of any Series or Class, in such amount as shall be determined from
time to time by the Directors. Payment of the redemption price may be wholly or
partly in securities or other assets at the value of such securities or assets
used in such determination of net asset value, or may be in cash.
Notwithstanding the foregoing, the Board of Directors may postpone payment of
the redemption price and may suspend the right of the holders of Shares to
require the Corporation to redeem Shares during any period or at any time when
and to the extent permissible under the 1940 Act.
Section 6.7. NET ASSET VALUE PER SHARE. The net asset value of each Share of
each Series or Class shall be the quotient obtained by dividing the value of the
total assets of the Series or Class, less liabilities and expenses of that
Series or Class, by the total number of Shares of the Series or Class
outstanding. The Board of Directors shall have the power and duty to determine,
in accordance with generally accepted accounting principles, the net income,
total assets and liabilities of the Corporation and the net asset value per
Share of each Series and Class of Shares at such times and by such methods as it
shall determine subject to any restrictions or requirements under the 1940 Act
and the rules, regulations and interpretations thereof promulgated or issued by
the Securities and Exchange Commission or insofar as permitted by any order of
the Securities and Exchange Commission applicable to the Corporation. The Board
of Directors may delegate such power and duty to any one or more of the
directors and officers of the Corporation, to the Corporation's investment
adviser, to the custodian or depository of the Corporation's assets, or to
another agent or contractor of the Corporation.
Section 6.8. REDEMPTION BY THE CORPORATION. The Board of Directors may cause the
corporation to redeem at current net asset value all Shares owned or held by any
one Stockholder having an aggregate current net asset value of less than two
thousand dollars ($2,000). No such redemption shall be effected unless the
Corporation has given the Stockholder at least thirty (30) days' notice of its
intention to redeem the Shares and an opportunity to purchase a sufficient
number of additional Shares to bring the aggregate current net asset value of
his Shares to two thousand dollars ($2,000). Upon redemption of Shares pursuant
to this Section, the Corporation shall promptly cause payment of the full
redemption price, in any permissible form, to be made to the holder of Shares so
redeemed. The Board of Directors may by a majority vote establish from time to
time amounts less than two thousand dollars ($2,000) at which the Corporation
will redeem Shares pursuant to this Section.
SEVENTH: Section 7.1. ISSUANCE OF NEW STOCK. The Board of Directors is
authorized to issue and sell or cause to be issued and sold from time to time
(without the necessity of offering the same or any part thereof to existing
stockholders) all or any portion or portions of the entire authorized but
unissued Shares of the Corporation, and all or any portion or portions of the
Shares of the Corporation from time to time in its treasury, for cash or for any
other lawful consideration or considerations and on or for any terms,
conditions, or prices consistent with the provisions of law and of the Articles
of Incorporation at the time in force; provided, however, that in no event shall
Shares of the Corporation having a par value be issued or sold for a
consideration or considerations less in amount or value than the par value of
the Shares so issued or sold, and provided further that in no event shall any
Shares of the Corporation be issued or sold, except as a stock dividend
distributed to stockholders, for a consideration (which shall be net to the
Corporation after underwriting discounts or commissions) less in amount or value
than the net asset value of the Shares so issued or sold determined as of such
time as the Board of Directors shall have by resolution prescribed. In the
absence of such a resolution, such net asset value shall be that next determined
after an unconditional order in proper form to purchase such Shares is accepted,
except that Shares may be sold to an underwriter at (a) the net asset value next
determined after such orders are received by a dealer with whom such underwriter
has a sales agreement or (b) the net asset value determined at a later time.
Section 7.2. FRACTIONAL SHARES. The Corporation may issue and sell fractions of
Shares having pro rata all the rights of full Shares, including, without
limitation, the right to vote and to receive dividends, and wherever the words
"Share" or "Shares" are used in these Articles or in the By-Laws they shall be
deemed to include fractions of Shares, where the context does not clearly
indicate that only full Shares are intended.
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EIGHTH: Except as otherwise required by the 1940 Act, a majority of all the
votes cast at a Stockholders' meeting at which a quorum is present is sufficient
to approve any matter which properly comes before the meeting. Notwithstanding
any provision of law requiring a greater proportion than a majority of the vote
thereon as a separate Class or Series (or of any Class or Series entitled to
vote thereon as a separate Class or Series) to take or authorize any action, the
Corporation is hereby authorized in accordance with the authority granted by
Section 2-104(b)(5) of the Maryland General Corporation Law, to take such action
upon the concurrence of a majority of the aggregate number of Shares entitled to
vote thereon (or of a majority of the aggregate number of Shares of a Class or
Series entitled to vote thereon as a separate Class or Series). The right to
cumulate votes in the election of directors is expressly prohibited.
NINTH: Section 9.1. BOARD OF DIRECTORS. All corporate powers and authority of
the Corporation (except as otherwise provided by statute, by these Articles of
Incorporation, or by the By-Laws of the Corporation) shall be vested in and
exercised by the Board of Directors. The number of directors constituting the
Board of Directors shall be such number as may from time to time be fixed in or
in accordance with the By-Laws of the Corporation, provided that if there is no
stock outstanding, the number of directors may be less than three but not less
than one, and further provided that if there is stock outstanding and so long as
there are less than three Stockholders, the number of directors may be less than
three but not less than the number of Stockholders. Except as provided in the
By-Laws, the election of directors may be conducted in any way approved at the
meeting (whether of stockholders or directors) at which the election is held,
provided that such election shall be by ballot whenever requested by any person
entitled to vote. The names of the persons who shall act as initial directors
until stock is issued to more than one stockholder or the first meeting of
stockholders, whichever shall occur earlier, and until their successors have
been duly chosen and qualified are Roger Decort, Earl H. Douple, Jr. and Robert
J. Nurock.
Section 9.2. BY-LAWS. Except as may otherwise be provided in the By-Laws, the
Board of Directors of the Corporation is expressly authorized to make, alter,
amend and repeal By-Laws or to adopt new By-Laws of the Corporation, without any
action on the part of the Stockholders; but the By-Laws made by the Board of
Directors and the power so conferred may be altered or repealed by the
Stockholders.
Section 9.3. INSPECTION OF RECORDS. The Board of Directors shall have the power
to determine whether and to what extent, and at what times and places, and under
what conditions and regulation, the accounts and books of the Corporation (other
than the stock ledger), or any of them, shall be open to inspection by
stockholders. No stockholders shall have any right to inspect any account, book,
or document of the Corporation, except to the extent permitted by statute or the
By-Laws.
TENTH: Section 10.1. The Board of Directors may in its discretion from time to
time enter into an exclusive or nonexclusive distribution contract or contracts
providing for the sale of Shares whereby the Corporation may either agree to
sell Shares to the other party to the contract or appoint such other party its
sales agent for such Shares (such other party being herein sometimes called the
"underwriter"), and in either case on such terms and conditions as may be
prescribed in the By-Laws, if any, and such further terms and conditions as the
Board of Directors may in its discretion determine not inconsistent with the
provisions of these Articles of Incorporation. Such contract may also provide
for the repurchase of Shares of the Corporation by such other party or parties
as agent of the Corporation. The Board of Directors may also in its discretion
from time to time enter into an investment advisory or management contract or
contracts whereby the other party to such contract shall undertake to furnish to
the Board of Directors such management, investment advisory, statistical and
research facilities and services and such other facilities and services, if any,
and all upon such terms and conditions, as the Board of Directors may in its
discretion determine.
Section 10.2. Any contract of the character described in Section 10.1 or for
services as administrator, custodian, transfer agent or disbursing agent or
related services may be entered into with any corporation, firm, trust or
association, although any one or more of the directors or officers of the
Corporation may be an officer, director, trustee, stockholder or member of such
other party to the contract, and no such contract shall be invalidated or
rendered voidable by reason of the existence of any such relationship, nor shall
any person holding such relationship be liable merely by reason of such
relationship for any loss or expense to the Corporation under or by reason of
said contract or accountable for any profit realized directly or indirectly
therefrom, provided that the contract when entered into was reasonable and fair
and not inconsistent with the provisions of this Article TENTH. The same person
(including a firm, corporation, trust, or association) may be the other party to
any or all of the contracts
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entered into pursuant to Section 10.1 above, and any individual may be
financially interested or otherwise affiliated with persons who are parties to
any or all of the contracts mentioned in this Section 10.2.
ELEVENTH: Section 11.1. To the maximum extent permitted by applicable law
(including Maryland law and the 1940 Act) as currently in effect or as it may
hereafter be amended, no director or officer of the Corporation shall be liable
to the Corporation or its stockholders for money damages.
Section 11.2. To the maximum extent permitted by applicable law (including
Maryland law and the 1940 Act) currently in effect or as it may hereafter be
amended, the Corporation shall indemnify and advance expenses to its present and
past directors, officers, or employees, and persons who are serving or have
served at the request of the Corporation as a director, officer, employee,
partner, trustee or agent, of or in similar capacities, for other entities. The
Board of Directors may determine that the Corporation shall provide information
or advance expenses to an agent.
Section 11.3. REPEAL OR MODIFICATIONS. No repeal or modification of this Article
TWELFTH by the stockholders of the Corporation, or adoption or modification of
any other provision of the Articles of Incorporation or By-Laws inconsistent
with this Article TWELFTH, shall repeal or narrow any limitation on (1) the
liability of any director, officer or employee of the Corporation or (2) right
of indemnification available to any person covered by these provisions with
respect to any act or omission which occurred prior to such repeal, modification
or adoption.
TWELFTH: The Corporation reserves the right from time to time to make any
amendment of these Articles of Incorporation, now or hereafter authorized by
law, including any amendment which alters contract rights, as expressly set
forth in these Articles of Incorporation, of any outstanding Shares. Any
amendment to these Articles of Incorporation may be adopted at any meeting of
the stockholders upon receiving an affirmative vote of a majority of all votes
entitled to be cast thereon. The Board of Directors may, without a Shareholder
vote, order the filing of Articles Supplementary increasing or decreasing the
aggregate number of Shares or the number of Shares of any Series or Class that
the Corporation has authority to issue, establishing new Series or Classes and
describing the Shares thereof.
IN WITNESS WHEREOF, I have signed these Amended and Restated Articles of
Incorporation on December 11 2000 and severally acknowledged the same to be my
act.
ATTEST
_______________________ __________________________
By: Roger Decort By:_______________________
President Assistant Secretary
ATTEST
_______________________ __________________________
Clark H. Woolley By: ______________________
Treasurer Assistant Secretary
ATTEST
_______________________ __________________________
Julia P. Harvold, Esq. By: ______________________
Secretary Assistant Secretary
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