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Previous: INTERMOUNTAIN REFINING CO INC, S-1/A, 2000-06-22 |
Next: INTERMOUNTAIN REFINING CO INC, S-1/A, EX-3.2, 2000-06-22 |
S1_EX-1<PAGE>
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
INTERMOUNTAIN REFINING CO., INC.
Pursuant to the provisions of the New Mexico
Business Corporation Act, the
Undersigned Corporation adopts the following Amended and Restated
Articles of
Incorporation:
FIRST: The name of the corporation is INTERMOUNTAIN REFINING CO., INC.
SECOND: The following amendments to the Articles of Incorporation
were adopted
by the Corporation on July 22, 1999, in the manner prescribed by
the New Mexico
Business Corporation Act.
1) The original Articles I through XI are
deleted in their entirety and
replaced by Amended and Restated Articles I through XI.
THIRD: Except for the amendments, the Amended and Restated
Articles of
Incorporation correctly set forth without change the corresponding
provisions of
the Articles of Incorporation as theretofore amended and that the
Amended and
Restated Articles of Incorporation together with the designated
amendments
supersede the original articles of incorporation and all amendments
thereto. The
Amended and Restated Articles of Incorporation incorporating the
above described
amendments and restatements are as follows:
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
INTERMOUNTAIN REFINING CO., INC.
Intermountain Refining Co., Inc., a New
Mexico corporation, adopts the
following Amended and Restated Articles of Incorporation under
the New Mexico
Business Corporation Act:
ARTICLE I
NAME
The name of the Corporation is Intermountain Refining Co., Inc.
ARTICLE II
PURPOSE
The Corporation is organized for the purpose
of buying and selling crude
oil and other petroleum products; for owning and operating refineries
and
selling products produced there from; for the conduct of any and
all other
business incidental to the purchase and sale of petroleum products
and to the
running of refineries; for the conduct of any and all business
incidental to the
production and sale of crude oil and natural gas; and for every
other purpose
permitted by the Business Corporation Act.
S1_EX-2<PAGE>
ARTICLE III
DURATION
The duration of the Corporation is perpetual.
ARTICLE IV
REGISTERED OFFICE; REGISTERED AGENT
The address of the Corporation's registered
office is 1921 Bloomfield
Blvd., Farmington, NM 87401. The registered agent for acceptance
of service is
William Hagler, of the same address.
ARTICLE V
BOARD OF DIRECTORS
The business and affairs of the Corporation
shall be managed and directed
by a board of directors. Directors need not be shareholders
or residents of New
Mexico. Meetings of the Board of Directors, both regular
and special, may be
held either within or without the State of New Mexico. The
number of members of
the Board of Directors will be fixed from time to time by the Board
of
Directors, but (subject to vacancies) in no event may there be
less than two
directors. Each director shall serve until the next annual
meeting of the
shareholders or until his successor is elected.
If any vacancy occurs in the Board of Directors
during a term, the
remaining directors, by affirmative vote of a majority thereof,
may elect a
director to fill the vacancy until the next annual meeting of shareholder.
Each Director of the Corporation shall
be fully protected in relying in
good faith upon the books of account of the Corporation or statements
prepared
by any of its officers and employees as to the value and amount
of the assets,
liabilities, and net profits of the Corporation, or any of such
items; or in
relying in good faith upon any other information pertinent to the
existence and
amount of surplus or other funds from which dividends might properly
be declared
and paid.
ARTICLE VI
CAPITAL STOCK
A. Authorized Shares.
The aggregate number of shares which the
Corporation will have the authority to issue is 15,000,000 shares.
Of such
shares, 10,000,000 shares shall be designated as Common Stock and
will have no
par value and 5,000,000 shares will be designated as preferred
Stock and will
have a par value of $.01 per share. Subject to the provisions
of this Article,
authority is vested in the Board of Directors of the Corporation
to establish by
resolution the preferences, limitations, and rights of the Preferred
Stock. Any
unissued shares of this Corporation may be used, allotted, and
sold from time to
time in such amounts and for such consideration as may be lawfully
determined by
the Board of Directors.
S1_EX-3<PAGE>
B. Common Stock.
1.
Voting Power. Each share of Common Stock will have one vote, and
except as may be provided herein and by the laws of the State of
New Mexico, the
exclusive voting power for all purposes will be vested in the holders
of the
Common Stock.
2.
Dividends. Subject to the provisions of law and the preferences
of the Preferred Stock, dividends may be paid on the Common Stock
of the
Corporation at such time and in such amounts as the Board of Directors
may deem
advisable.
3.
Liquidation. In the event of any liquidation, dissolution, or
winding-up of the Corporation, whether voluntary of involuntary,
the holders of
the Common Stock will be entitled, after payment or provision for
payment of the
debts and other liabilities of the Corporation and the amount to
which the
holders of the Preferred Stock are entitled, to share ratably in
the remaining
net assets of the Corporation.
4.
Transfer Restrictions. The Corporation will have the right by
appropriate action to impose restrictions upon the transfer of
any shares of its
Common Stock or any interest therein, from time to time issued,
provided that
such restrictions as may from time to time be so imposed or notice
of the
substance thereof will be set forth upon the face or back of the
certificates
representing such shares of Common Stock.
C. Preferred Stock.
1.
Authority of Directors to Issued Preferred Stock in Series. The
Preferred Stock may be issued from time to time by the Board of
Directors in one
or more series, each of which will be so designated as to distinguish
the shares
thereof from the shares of all other series and classes.
The Board of Directors
may provide for variations between different series of Preferred
Stock in any
and all of the following:
(a) The rate of dividend, and whether the dividends are
cumulative;
(b) Whether shares may be redeemed, and, if so, the redemption
price and term and conditions of redemption;
(c) The amounts payable upon shares in the event of voluntary or
involuntary liquidation;
(d) Sinking fund provisions, if any, for the redemption or
purchase of shares;
(e) The terms and conditions, if any, on which shares may be
converted into any other class;
S1_EX-4<PAGE>
(f) Voting rights, if any; and
(g) Such other preferences, privileges, restrictions, and
qualifications as the Board of Directors may determine.
2.
Procedure to Establish a Series. To establish a series of
Preferred Stock, the Board of Directors will adopt a resolution
setting forth
the designation of the series and fixing and determining the number
of shares in
the series and the relative rights and preferences thereof pursuant
to Paragraph
1 of this Section C; and upon the filing of the statement required
by the laws
of the State of New Mexico with the Corporation Commission thereof,
the
resolution establishing and designating the series and determining
the number of
shares and the relative rights and preferences thereof will become
effective and
will constitute an amendment to these Articles.
D. General
1.
Corporation's Purchase of Stock of The Corporation. The
Corporation may, from time to time, to the extent permitted by
law, purchase any
of its stock outstanding, at such price as may be fixed by the
Board of
Directors and accepted by the holders of the stock purchased, and
may resell any
stock so purchased at such price as may be fixed by the Board of
Directors, but
if the stock purchased is subject to redemption at the time of
purchase, the
price paid therefor will not exceed the redemption price.
Specific authority is
hereby conferred to make such purchases of any class of its stock
to the extent
such authority is in conformity with Section 53-11-44 N.M.S.A.
(1978).
2.
No Preemptive Rights. No shareholder shall have any preemptive
right to subscribe to any additional issue of stock of any class
or series, or
to any securities of the Corporation convertible into such stock,
or to the sale
of any treasury stock.
3.
Stock Book. The Corporation will be entitled to treat the person
in whose name any share, right, or option is registered as the
owner thereof,
for any purpose, and will not be bound to recognize any equitable
or other claim
to, or interest in such share, right, or option on the part of
any other
persons, whether or not the Corporation will have notice, except
as my be
expressly provided by the laws of the State of New Mexico.
4.
Cumulative Voting. The cumulative system of voting for Directors
or for any other purpose will not be allowed.
ARTICLE VII
INDEMNIFICATION
In addition to any other powers provided by law or by these Articles
of
Incorporation:
S1_EX-5<PAGE>
A. The Corporation may indemnify
any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed
action,
suit, or proceeding, whether civil, criminal, administrative,
or investigative
(other than an action by or in the right of the Corporation) by
reason of the
fact that he is or was a director, officer, employee, or agent
of the
Corporation, or is or was serving at the request of the Corporation
as a
director, officer, employee, or agent of another corporation, partnership,
joint
venture, trust, or other enterprise, against expense (including
attorneys'
fees), judgment, fines, and amounts paid in settlement actually
and reasonably
incurred by him in connection with such action, suit, or proceeding,
if he acted
in good faith and in a manner he reasonably believed to be in or
not opposed to
the best interests of the Corporation and, with respect to any
criminal action
or proceeding, had no reasonable cause to believe his conduct was
unlawful. The
termination of any action, suit, or proceeding by judgment, order,
settlement,
conviction, or upon a plea of nolo contendre or its equivalent,
will not, of
itself, create a presumption that the person did not act in good
faith and in a
manner which he reasonably believed to be in, or not opposed to,
the best
interests of the Corporation and, with respect to any criminal
action or
proceeding, had reasonable cause to believe that his conduct was
not unlawful.
B. The Corporation may indemnify
any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed
action or
suit by or in the right of the Corporation to procure a judgment
in its favor by
reason of the fact that he is or was a director, officer, employee,
or agent of
the Corporation, or is or was serving at the request of the Corporation
as a
director, officer, employee, or agent of another corporation, partnership,
joint
venture, trust, or other enterprise, against expenses (including
attorneys'
fees) actually and reasonably incurred by him in connection with
the defense or
settlement of such action or suit, if he acted in good faith and
in a manner he
reasonably believed to be in, or not opposed to, the best interests
of the
Corporation, except that no indemnification will be made in respect
of any
claim, issue, or matter as to which such person will have been
adjudged to be
liable for negligence or misconduct in the performance of his duties
to the
Corporation unless and only to the extent that the court in which
such action or
suit was brought will determine upon application that, despite
an adjudication
of liability but in view of all circumstances of the case, such
person is fairly
and reasonably entitled to indemnity for such expenses which such
court will
deem proper.
C. To the extent that a director,
employee, or agent of a corporation has
been successful on the merits or otherwise in defense of any action,
suit, or
proceeding referred to in subparagraph (A) or (B), or in defense
of any claim,
issue, or matter therein, he may be indemnified against expenses
(including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
D. Any indemnification under
subparagraphs (A) or (B) (unless ordered by
a court) may be made by the Corporation only as authorized in the
specific case
upon a determination that indemnification of the director, officer,
employee or
agent is proper in the circumstances because he has met the applicable
standard
of conduct set forth in subparagraphs (A) or (B). Such determination
will be
made (1) by the Board of Directors by a majority vote of a quorum
consisting of
directors who were not parties to such action, suit, or proceeding,
or (2) if
such a quorum is not obtainable or, even if obtainable a quorum
of disinterested
directors so directs, by independent legal counsel in a written
opinion, or (3)
by the shareholders.
S1_EX-6<PAGE>
E. Expenses (including attorneys'
fees) incurred in defending a civil or
criminal action, suit, or proceeding may be paid by the Corporation
in advance
of the final disposition of such action, suit, or proceeding as
authorized in
the manner provided in subparagraph (D) upon receipt of an undertaking
by or on
behalf of the director, officer, employee, or agent to repay such
amount unless
it will ultimately be determined that he is entitled to be indemnified
by the
Corporation as authorized in this subparagraph.
F. The indemnification provided
by this subparagraph will not be deemed
exclusive of any other rights to which those indemnified may be
entitled under
any bylaw, agreement, vote of shareholders or disinterested directors
or
otherwise, both as to action in his official capacity and as to
action in
another capacity while holding such office, and will continue as
to a person who
has ceased to be a director, officer, employee or agent and ill
inure to the
benefit of the heirs, executors and administrators of such a person.
G. The Corporation will have
power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee,
or agent of
the corporation, or is or was serving at the request of the corporation
as a
director, officer, employee, or agent of another corporation, partnership,
joint
venture, trust, or other enterprise, against any liability asserted
against him
and incurred by him in any such capacity or arising out of his
status as such,
whether or not the corporation would have the power to indemnify
him against
such liability under the provisions of this section.
ARTICLE VIII
BUSINESS OPPORTUNITIES
The officers, directors, and other members
of management of the Corporation
will be subject to the doctrine of corporate opportunities only
insofar as it
applies to business opportunities in which the Corporation has
expressed an
interest as determined from time to time by the Corporation's Board
of Directors
as evidenced by resolutions appearing in the Corporation's minutes.
Once such areas of interest are delineated,
all such business opportunities
within such areas of interest that come to the attention of the
officers,
directors, and other members of management of the Corporation will
be disclosed
promptly to the Corporation and made available to it. The
Board of Directors
may reject any business opportunity presented to it and, thereafter,
any
officer, director, or other member of management may avail himself
of such
opportunity. Until such time as the Corporation, through
its Board of
Directors, has designated an area of interest, the officers, directors,
and
other members of management of the Corporation will be free to
engage in such
areas of interest on their own, and this doctrine will not limit
the rights of
any officer, director, or other member of management of the Corporation
to
continue a business existing prior to the time that such area of
interest is
designated by the Corporation. This provision will not be
construed to release
any employee of the Corporation (other than an officer, director,
or member of
management) from any duties which he may have to the Corporation.
S1_EX-7<PAGE>
ARTICLE IX
BYLAWS
The Board of Directors, except as limited
by the laws of the New Mexico and
these Articles, shall have the power to make, adopt, alter, amend,
and repeal
bylaws for the Corporation, which shall provide for the management
of the
Corporation's property and the regulation and governance of its
business and
affairs. The bylaws may contain any provision for regulation
and management of
the affairs of the Corporation not inconsistent with New Mexico
law or these
Articles.
ARTICLE X
CERTAIN CONTRACTS
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, or solely because
the director
or officer is present at or participates in the meeting of the
board or
committee thereof which authorizes the contract or transaction,
or solely
because his or her or their votes are counted for such purpose,
if:
1. The material facts as to his or her
interest and as to the contract or
transaction are disclosed or are known to the Board of Directors
or the
committee, and the board or committee in good faith authorizes
the contract or
transaction by a vote sufficient for such purpose without counting
the vote of
the interested director or directors: or
2. The material facts as to his or her
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 shareholders: or
3. 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.
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.
ARTICLE XI
AMENDMENT
These articles may only be amended by majority vote of the shareholders.
S1_EX-8<PAGE>
FOURTH: The Amended and Restated Articles of Incorporation
were adopted by
unanimous consent in writing signed by all members entitled to
vote thereto. The
number of shares of the corporation authorized at the time that
such Amendment
was adopted on July 22, 1999 was 100,000 common shares, of which
50,000 shares
were outstanding and the number of shares entitled to vote thereon
was 50,000.
October 19, 1999
INTERMOUNTAIN REFINING CO., INC.
By William N. Hagler
William N. Hagler, President
By Rick L. Hurt
Rick L. Hurt, Secretary
State of New Mexico )
ss.
County of San Juan )
This document was acknowledged before me
this 19th day of October, 1999, by
William N. Hagler known to me to be the President of Intermountain
Refining Co.,
Inc.
Veda J. Mobley
Notary Public
My commission expires November 6, 2000
State of New Mexico )
ss.
County of San Juan )
This document was acknowledged before me
this 19th day of October, 1999, by
Rick L. Hurt known to me to be the Secretary of Intermountain Refining
Co., Inc.
Veda J. Mobley
Notary Public
My commission expires November 6, 2000
S1_EX-9<PAGE>
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