PLAN OF MERGER OF
MILLER ENTERPRISES, INC.
INTO
MILLER PETROLEUM, INC.
The undersigned corporations, in accordance with Section 4-902 of the
Tennessee General Corporation Act. hereby adopt the following Plan of
Merger:
ARTICLE 1. The parties hereto agree to effect this Merger.
ARTICLE 2. The corporation to survive the Merger is Miller Petroleum,
Inc., a Tennessee corporation, which shall continue under
the same name.
ARTICLE 3. The parties to this Plan of Merger are Miller Enterprises,
Inc., (hereinafter "Enterprises") and Miller Petroleum,
Inc.. (hereafter "Petroleum") both incorporated in the
State of Tennessee.
ARTICLE 4. No amendment to the charter of the surviving
corporation is to be effected as part of the Merger.
ARTICLE 5. The total number of shares of stock of all classes which
the parties hereto have authority to issue
is as follows:
No. shares
No. Shares Issued & Out
Corporation Class of Stock Authorized Standing
Petroleum Common (without par value) 1,000 675
Enterprises Common (without par value) 1,000 500
ARTICLE 6. The number and basis of exchanging and converting
the issued stock of Enterprises is as follows:
ten shares of issued and outstanding Common Stock
(without par value) of Enterprises shall be converted
into one share of Common Stock (without par value)
of Petroleum. Upon the surrender of certificates
representing shares of Enterprises stock by holders
thereof, certificates for a proportionate number of.
Petroleum shares shall be issued in exchange by Petroleum
shares of Petroleum Common Stock (without par value)
outstanding at the date of this Merger shall not be
converted or exchanged but shall remain outstanding
as shares of Common Stock (without par value) of the
surviving corporation.
ARTICLE 7. The principal offices of Enterprises and Petroleum
are located in Livingston, Tennessee. To the extent that
Miller Enterprises, Inc., owns property affected hereby,
it agrees to transfer same to Miller Petroleum Inc., on
demand.
ARTICLE 8. This Plan of Merger was duly adopted and approved
by the Stockholders of Enterprises and Petroleum,
respectively, in each case by Written Consent of all
Stockholders in lieu of a Special Meeting, dated March
26, 1985, in the manner and by the vote required by
the laws of the State of Tennessee.
ARTICLE 9. The Plan of Merger is as follows:
9.1 The Articles of Incorporation of Petroleum, as in effect
on the effective date of the merger, shall continue in full
force and effect as the Articles of Incorporation of Petroleum
and shall not be changed or amended by the Merger.
9.2 Petroleum reserves the right and power, after the effective
date of the Merger, to alter, amend, change, or repeal any of
the provisions contained in its Articles of Incorporation in
the manner now or hereafter prescribed by statute, and all
rights conferred on officers, directors or stockholders herein
are subject to this reservation.
9.3 The By-Laws of Petroleum, as such By-Laws exist on the
effective date of the Merger, shall remain and be the By-Laws
of Petroleum until altered, amended or repealed or until new
By-Laws shall be adopted in accordance with the provisions
thereof, the Articles of Incorporation, or in the manner
permitted by the applicable provisions of law.
9.4 The sole Director of Petroleum as of the effective date of the
merger shall continue in office until the next Annual Meeting
of the Stockholders of Petroleum. The number of Directors of
Petroleum shall continue to be one and shall be the following
person: Deloy Miller.
The following officers of Petroleum immediately prior to the
effective date of the Merger shall continue in office after
the effective date of the Merger and until the next Annual
Meeting of the Board of Directors of Petroleum:
Deloy Miller - President and Treasurer
David E. Wright - Secretary
Ten shares of issued and outstanding Common Stock (without par
Value) of Enterprises shall be converted into one share of
Common Stock (without par value) of Petroleum. Upon the
surrender of certificates representing shares of Enterprises
stock by holders thereof, certificates for a proportionate
number of Petroleum shares shall be issued in exchange by
Petroleum. Shares of Petroleum Common Stock (without par
value) outstanding at the date of this Merger shall not be
converted or exchanged but shall remain outstanding as
shares of Common Stock (without par value) of the surviving.
9.6 On the effective date of the Merger, the separate existence
of Enterprises shall cease (except to the extent continued
by statute), and all of its property, rights, privileges,
and franchises, of whatsoever nature and description, shall
be transferred to, vest in, and devolve upon the surviving
corporation, without further act or deed. Confirmatory deeds,
assignments or other like instruments, when deemed desirable
by Petroleum to evidence such. transfer, vesting or devolution
of any property, right, privilege or franchise, shall at
any time, or fixed time to time, be made and delivered in
the name of by the last acting officers of the surviving
corporation.
9.7 The effective date of the Merger shall be at 12:01 a.m.,
May 1, 1985.
MILLER PETROLEUM, INC.
BY:/s/Deloy Miller
President
MILLER ENTERPRISES, INC.
BY:/s/Deloy Miller
President
<PAGE>
I, GENTRY CROWELL, Secretary of State, do hereby certify that the
ARTICLES OF MERGER and PLAN OF MERGER by and between MILLER PETROLEUM, INC.,
a Tennessee Corporation, and MILLER ENTERPRISES, INC., a Tennessee
Corporation, merging, into a Single Corporation, MILLER PETROLEUM, INC.,
a Tennessee Corporation, with certificate attached the foregoing of which is
a true copy, was this day registered and certified to by me.
This the 30th day of April, 1995.
GENTRY CROWELL
SECRETARY Or STATE
FEE: $50.00
