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Exhibit 3.1
RESTATED ARTICLES OF INCORPORATION OF
NEW MEXICO AND ARIZONA LAND COMPANY
(as of May 16, 1997)
Pursuant to Section 10-1006 and 10-1007, Arizona Revised Statutes, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation.
1. The name of the corporation is New Mexico and Arizona Land Company.
2. Attached hereto as Exhibit A, is a copy of the articles of incorporation
of the corporation fully restated to include all amendments to the articles of
incorporation through the date of filing of this document.
3. The restatement does contain an amendment requiring shareholder approval.
The amendment does not provide for an exchange, reclassification or
cancellation of issued shares.
4. The amendment was approved by the shareholders on May 16, 1997. There is
one voting group entitled to vote separately on the amendment. The designation
and number of outstanding shares in each voting group entitled to vote
separately on the amendment, the number of votes entitles to be cast by each,
the number of votes of each such voting group represented at the meeting at
which the amendment was adopted and the votes cast for and against the
amendment were as follows:
The voting group consisting of 3,012,886 outstanding shares of common
stock is entitled to 3,012,886 votes. There were 2,592,011 votes present at the
meeting. The voting group cast 2,571,613 votes for and 9,894 votes against
approval of the amendment adding a new Article Eighth as set forth on Exhibit
A. 10,504 votes abstained from voting for or against approval of the amendment.
DATED as of the 16 day of May, 1997.
NEW MEXICO AND ARIZONA LAND COMPANY
By /s/ E. M. Bedewi
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E. M. Bedewi, Sr. Vice President, Treasurer
and Secretary
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EXHIBIT A
RESTATED ARTICLES OF INCORPORATION OF
NEW MEXICO AND ARIZONA LAND COMPANY
(as of May 16, 1997)
KNOW ALL MEN BY THESE PRESENTS that we, whose hands are hereunto affixed, do
hereby associate ourselves together for the purpose of forming a corporation
under the laws of the State of Arizona and, to that end, do adopt the following
articles of incorporation:
FIRST: The name of the corporation shall be New Mexico and Arizona Land Company.
SECOND: This corporation is organized for the purpose of transacting any or all
lawful business for which corporations may be incorporated under the laws of
the State of Arizona, as amended from time to time. The corporation is
presently engaged in the business of holding and managing land for investment
purposes, leasing real property and interests therein, and developing mineral
resources.
THIRD: The Corporation shall have authority to issue a total of forty million
(40,000,000) shares of capital stock, consisting of:
(1) Thirty million (30,000,000) shares of common stock, no par value per
share; and
(2) Ten million (10,000,000) shares of serial preferred stock, no par value
per share.
Each issued and outstanding share of common stock will entitle the holder
thereof to one (1) vote on any matter submitted to a vote of or for consent of
shareholders. Issued and outstanding shares of serial preferred stock will
entitle the holders thereof only to those votes, if any, which may expressly
be fixed as hereinafter provided for the respective series thereof and to
voting rights on certain matters, and in certain circumstances, as set forth in
this Article.
The Board of Directors is authorized to provide from time to time for the
issuance of shares of serial preferred stock in series and to fix from time to
time before issuance the designation, preferences, privileges and voting powers
of the shares of each series of serial preferred stock and the restrictions or
qualifications thereof, including, without limiting the generality of the
foregoing, the following:
a) The serial designation and authorized number of shares;
b) The dividend rate, the date or dates on which such dividends will be
payable, and the extent to which such dividends may be cumulative;
c) The amount or amounts to be received by the holders in the event of
voluntary or involuntary dissolution or liquidation of the Corporation;
d) The price or prices at which shares may be redeemed and any terms,
conditions and limitations upon such redemption;
e) Any sinking fund provisions for redemption or purchase of shares of such
series; and
f) The terms and conditions, if any, on which shares may be converted into
shares of other capital stock, or of other series of serial preferred
stock of the Corporation.
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Each series of serial preferred stock, in preference to the common stock, may be
entitled to dividends, from funds or other assets legally available therefor, at
such rates, payable at such times and cumulative to such extent as may be fixed
by the Board of Directors pursuant to the authority herein conferred upon it. In
the event of dissolution or liquidation of the Corporation, voluntary or
involuntary, the holders of the serial preferred stock, in preference to the
common stock, may be entitled to receive such amount or amounts as may be fixed
by the Board of Directors pursuant to the authority herein conferred upon it.
Preference stock of any series redeemed, converted, exchanged, purchased or
otherwise acquired by the Corporation shall be cancelled by the Corporation and
returned to the status of authorized but unissued preference stock.
All shares of any series of serial preferred stock, as between themselves, shall
rank equally and be identical except as set forth in resolutions of the board of
directors authorizing the issuance of the series.
FOURTH: All directors of the corporation must be shareholders of the
corporation. The number of directors of the corporation shall be set by the
Board of Directors from time to time; provided, however, that the number of
directors so designated shall be no less than five (5) nor more than nine (9).
The Board of Directors shall consist of Class A directors and Class B directors.
The Class A directors shall be elected for a term of two (2) years at the annual
meeting of shareholders of the corporation held in every odd numbered year. The
Class B directors shall be elected for a term of two (2) years at the annual
meeting of shareholders of the corporation held in every even numbered year.
When an even number of directors has been set by the Board of Directors, there
shall be an even number of Class A and Class B directors. When an odd number of
directors has been set by the Board of Directors, there shall be one more Class
B director than there are Class A directors.
FIFTH: The Board of Directors may, from time to time, cause the corporation to
purchase its own shares to the extent of the unreserved and unrestricted capital
surplus of the corporation.
SIXTH: Elizabeth M. Bedewi, Senior Vice President, Treasurer and Secretary of
New Mexico and Arizona Land Company, 3033 North 44th Street, Suite 270, Phoenix,
Arizona 85018-7228, is hereby appointed statutory agent for the corporation for
the State of Arizona.
SEVENTH: The liability of a director or former director to the corporation or
its shareholders shall be eliminated to the fullest extent permitted by Section
10-202.B.1 of the Arizona Revised Statutes. If the Arizona Business Corporation
Act is amended to authorize corporate action further eliminating or limiting the
liability of directors, the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Arizona Business
Corporation Act, as amended.
Any repeal or modification of this Article Seventh shall not adversely affect
any right or protection of a director of the Corporation existing hereunder
with respect to any act or omission occurring prior to or at the time of such
repeal or modification.
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The provisions of the Article Seventh shall not be deemed to limit or preclude
indemnification of a director by the Corporation for any liability of a
director which has not been eliminated by the provisions of the Article Seventh.
EIGHTH: The Corporation shall indemnify any and all of its existing and former
directors and officers to the fullest extent permitted by Section 10-202b.2 of
the Arizona Business Corporation Act. If the Arizona Business Corporation Act
is amended to authorize corporate action further permitting indemnification of
directors or officers, the Corporation shall indemnify its existing and former
directors and officers to the fullest extent permitted by the Arizona Business
Corporation Act, as amended.
Any repeal or modification of this Article Eighth shall not adversely affect
any right or protection of existing or former directors or officers existing
hereunder with respect to any act or omission occurring prior to or at the
time of such repeal or modification.
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ARTICLES OF AMENDMENT
OF
NEW MEXICO AND ARIZONA LAND COMPANY
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[Name of Corporation]
1. The name of the corporation is
NEW MEXICO AND ARIZONA LAND COMPANY
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2. Attached hereto as Exhibit A is the text of each amendment adopted.
3. [X] The amendment does not provide for an exchange, reclassification or
cancellation of issued shares.
[ ] Exhibit A contains provisions for implementing the exchange,
reclassification or cancellation of issued shares provided for therein.
[ ] The amendment provides for exchange, reclassification or cancellation
of issued shares. Such actions will be implemented as follows:
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4. The amendment was adopted the 9th day of June, 2000.
5. [ ] The amendment was adopted by the [ ] incorporators [ ] board of
directors without shareholder action and shareholder action was not
required.
[X] The amendment was approved by the shareholders. There is (are) one
voting groups eligible to vote on the amendment. The designation of voting
groups entitled to vote separately on the amendment, the number of votes in
each, the number of votes represented at the meeting at which the amendment
was adopted and the votes cast for and against the amendment were as
follows:
The voting group consisting of 6,885,436 outstanding shares of common
[class or series] stock is entitled to 6,885,436 votes. There were 6,401,526
votes present at the meeting. The voting group cast 6,278,030 votes for and
85,575 votes against approval of the amendment. The number of votes cast for
approval of the amendment was sufficient for approval by the voting group.
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The voting group consisting of NA outstanding shares of
---------- ----------
[class or series] stock in entitled to votes. There were
---------- -----------
votes present at the meeting. The voting group cast votes for and
------- ------
votes against approval of the amendment. The number of votes cast for approval
of the amendment was sufficient for approval by the voting group.
DATED as of this 15th day of June, 2000.
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NEW MEXICO AND ARIZONA LAND COMPANY
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[name of corporation]
By /s/ Jerome Joseph
--------------------------------
JEROME JOSEPH, SECRETARY
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[name] [title]
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1. Article I of the Articles of Incorporation is amended in its entirety
to read as follows:
"I. Name. The name of the corporation shall be NZ CORPORATION"
