EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
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AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
PRIDE, INC.
PRIDE, INC., a corporation organized and existing under the laws of the
State of Delaware, hereby certifies as follows:
1. The name of the corporation is Pride, Inc. The date of filing of its
original Certificate of Incorporation with the Secretary of State was May 10,
1988.
This Amended and Restated Certificate of Incorporation restates and integrates
and further amends the Certificate of Incorporation in its entirety, as follows:
FIRST: The name of the corporation is MASON HILL HOLDINGS, INC.
SECOND: The address of its registered office in the State of Delaware is 1013
Centre Road, City of Wilmington, 19805, County of New Castle; and the registered
agent of the corporation in the State of Delaware at such address is Corporation
Service Company.
THIRD: The nature of the business or purposes to be conducted or promoted
by the corporation is: To engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
FOURTH: (a) The total number of shares of all classes of Stock which the
Corporation shall have authority to issue is TWENTY FIVE MILLION (25,000,000)
shares. Of these (i) TWENTY MILLION (20,000,000) shares shall be shares of
Common Stock of the par value of $.002 per share; (ii) FIVE MILLION (5,000,000)
shall be shares of Serial Preferred Stock of the par value of $.001 per share;
I. The following are the powers, rights, qualifications and restrictions
regarding the remaining shares of Common Stock ("Common Stock").
COMMON STOCK. Subject to the rights, privileges, preferences and
priorities of any holders of any series of Preferred Stock, the holders of
record of the Common Stock (i) shall have equal ratable rights to dividends out
of funds legally available therefor, when, as and if declared by the Board of
Directors of the Corporation and paid to the holders of Common Stock; (ii) shall
be entitled to share ratably in all the assets of the Corporation available for
distribution to holders of the Corporation's Common Stock upon liquidation,
dissolution or winding up of the Corporation; (iii) shall not have preemptive,
subscription or conversion rights, or redemption or sinking funds provisions
applicable thereto; and (iv) except as otherwise provided herein or by law, the
holders of the Common Stock shall have full voting rights and powers, and each
share of Common Stock shall be entitled to one non-cumulative vote per share on
all matters on which the Corporation's stockholders may vote at all meetings of
stockholders. All shares of Common Stock shall be identical with each other in
every respect."
II. The following are the powers, rights, qualifications and restrictions
regarding the shares of Serial Preferred Stock ("Preferred Stock" or "Serial
Preferred Stock"):
SERIAL PREFERRED STOCK. The Preferred Stock may be issued in
additional series, and shall have such voting powers, full or limited, or no
voting powers, and such designations, preferences and relative participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the resolution or
resolutions providing for the issuance of such stock adopted from time to time
by the Board of Directors. The Board of Directors is hereby expressly vested
with the authority to determine and fix in the resolution or resolutions
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providing for the additional issuances of additional series of Preferred Stock,
the voting powers, conversion rights, designations, preferences and rights, and
the qualifications, limitations or restrictions thereof, of each such series to
the full extent now or hereafter permitted by the laws of the State of Delaware;
FIFTH: The corporation is to have perpetual existence.
SIXTH: The directors shall have power to make and to alter or amend the By-Laws;
to fix the amount to be reserved as working capital, and to authorize and cause
to be executed, mortgages and liens without limit as to the amount, upon the
property and franchises of this Corporation.
With the consent in writing, and pursuant to a vote of the holders
of a majority of the Common Stock issued and outstanding, the directors shall
have authority to dispose, in any manner, of the whole property of this
Corporation.
The By-Laws shall determine whether and to what extent the accounts
and books of this Corporation, or any of them, shall be open to the inspection
of the stockholders; and no stockholder shall have any right of inspecting any
account, or book, or document of this Corporation, except as conferred by Law of
the By-Laws, or by resolution of the stockholders.
The stockholders and directors shall have power to hold their
meetings and keep the books, documents and papers of the Corporation outside the
State of Delaware, at such places as may be from time to time designated by the
By-Laws or by resolution of the stockholders or directors, except as otherwise
required by the laws of Delaware.
It is the intention that the objects, purposes and powers specified
in the third paragraph hereof shall, except where otherwise specified in said
paragraph, be in no way limited or restricted by reference to or inference from
the terms of any other clause or paragraph in this Certificate of Incorporation,
but that the objects, purposes and powers specified in the paragraph "THIRD" and
in each of the clauses or paragraphs of this charter shall be regarded as
independent objects, purposes and powers.
SEVENTH: Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the corporation. Elections of directors
need not be by written ballot unless the By-Laws of the corporation shall so
provide.
EIGHTH: The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders,
directors or any other person herein are granted subject to this reservation.
NINTH: No director of the corporation shall be personally liable to the
corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, as the same exists or hereafter may be amended, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
Delaware General Corporation Law hereafter is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the corporation, in addition to the limitation on personal liability
provided herein, shall be limited to the fullest extent permitted by the amended
Delaware General Corporation Law. Any repeal or modification of this Article by
the stockholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
corporation existing at the time of such repeal or modification.
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TENTH: The Corporation shall have the power to merge and consolidated with any
corporation or corporations in such manner as may be permitted by law.
ELEVENTH: The corporation elects not to be governed by Section 203 of the
Delaware General Corporation Law.
4. This Amended and Restated Certificate of Incorporation was duly adopted by
written consent of the stockholders in accordance with the applicable provisions
of Sections 228, 242 and 245 of the General Corporation Law of the State of
Delaware and written notice of the adoption of this Restated Certificate of
Incorporation has been given as provided by Section 228 of the General
Corporation Law of the State of Delaware to every stockholder entitled to such
notice.
5. This Amended and Restated Certificate of Incorporation shall be effective on
October 1, 1999.
IN WITNESS WHEREOF, said Pride, Inc. has caused this Certificate to
be signed by the undersigned officer this 1st day of October, 1999.
PRIDE, INC.
By: /s/ Christopher J. Kinsley
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Christopher J. Kinsley, President
