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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
SIMMONS FAMILY, INC
WE, the undersigned natural persons all being of the age of twenty-one or
over, acting as incorporators under the Utah Business Corporation Act, adopt the
following Articles of Incorporation for such corporation:
ARTICLE I
The name of the corporation shall be Simmons Family, Inc.
ARTICLE II
This corporation shall exist perpetually.
ARTICLE III
The purpose for which the corporation is organized is to engage in any
lawful business or activity which may include, but is not limited to, engaging
in the business of radio broadcasting and other related activities in regard
thereto.
ARTICLE IV
The amount of the capital stock of this corporation shall be
$6,250,000.00, divided into two classes of stock. The designation of each class,
the number of shares of each class, the par value thereof are as follows:
Class Series Number of Shares Par Value
----- ------ ---------------- ---------
Preferred None 150,000 $25.00
Common None 100,000 $25.00
The preferences, qualifications, limitations, restrictions, and the special
rights in respect of each class of stock are as follows:
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PAYMENT OF DIVIDENDS.
Each outstanding share of preferred stock and common stock shall be
entitled to receive an equal share of any dividends declared and paid out of the
surplus of the corporation.
VOTING OF SHARES.
In all matters in respect of which the stockholders of the corporation
shall be entitled to vote the preferred and common shareholders shall be
entitled to one vote for each share of stock outstanding in their respective
names, without distinction between the classes of stock.
DISTRIBUTION OF CORPORATION ASSETS UPON LIQUIDATION,
DISSOLUTION, MERGER, OR CONSOLIDATION.
Upon any liquidation, dissolution, merger, or consolidation of the
corporation (whether voluntary or involuntary and whether or not the corporation
shall have a surplus or earnings available for dividends), or upon any
distribution of capital, or in the event of its insolvency, there shall be paid
or distributed to holders of the preferred stock $25.00 per share and the
amount of any declared and unpaid dividends theron, before any sum shall be
paid to or any assets distributed among the holders of the common stock, all
remaining assets of the corporation shall be paid to the holders of the common
stock according to their respective shares.
REDEMPTION OF PREFERRED STOCK.
The corporation shall have the right, at its option, and in such manner and
at such times as it shall determine, to retire the preferred stock, in whole or
in part, at $25.00 per share.
ARTICLE V
No holder of any of the shares of the corporation shall be entitled as of
right to purchase or subscribe for any unissued or treasury shares of any class,
or any additional shares of any class, to be issued by reason of any increase of
the authorized shares of the
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corporation of any class, or any bonds, certificates of indebtedness,
debentures, or other security, rights, warrants or options convertible into
shares of the corporation or carrying any right to purchase any shares of any
class.
ARTICLE VI
The corporation will not commence business until consideration of the value
of at least One Thousand Dollars ($1,000.00) has been received for the issuance
of shares.
ARTICLE VII
The address of the corporation's initial registered office shall be 856
East Crestwood Road, Davis County, State of Utah, 84037. The corporation's
initial registered agent at such address shall be W. Mack Watkins.
ARTICLE VIII
The number of directors constituting the initial Board of Directors is
seven (7). The names and addresses of the persons who are to serve as directors
until the first annual meeting of stock-holders or until their successors are
elected and qualify are as follows:
Roy W. Simmons 817 East Crestwood Road
Kaysville, Utah 84037
Matthew R. Simmons 1800 South Tower
Penzoil Place
Houston, Texas 77002
Julia S. Watkins 856 East Crestwood Road
Kaysville, Utah 84037
W. Mack Watkins 856 East Crestwood Road
Kaysvile, Utah 84037
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Laurence E. Simmons 1800 South Tower
Penzoil Place
Houston, Texas 77002
Elizabeth S. Hoke P.O. Box 287
Wilson, Wyoming 83014
Harris H. Simmons 817 East Crestwood Road
Kaysville, Utah 84037
ARTICLE IX
The names and addresses of the incorporators are as follows:
Roy W. Simmons 817 East Crestwood Road
Kaysville, Utah 84037
W. Mack Watkins 856 East Crestwood Road
Kaysville, Utah 84037
Harris H. Simmons 817 East Crestwood Road
Kaysville, Utah 84037
IN WITNESS WHEREOF, we have executed these Articles of
Incorporation, in duplicate, on this 3rd day of June, 1977.
/s/ Roy W. Simmons
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Roy W. Simmons
/s/ W. Mack Watkins
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W. Mack Watkins
/s/ Harris H. Simmons
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Harris H. Simmons
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STATE OF UTAH )
:ss.
COUNTY OF SALT LAKE )
I, /s/ Dorothy C. Pleshe, a Notary Public, herby certify that on the 3rd
day of June, 1977, personally appeared before me, ROY W. SIMMONS, W. MACK
WATKINS, and HARRIS H. SIMMONS, who being first duly sworn, severally declared
that they are the persons who signed the foregoing document as incorporators,
and that the statements therein contained are true.
/s/ Dorothy C. Pleshe
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NOTARY PUBLIC
Residing at: Salt Lake City, Utah
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My Commission Expires:
4-15-81
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