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EXHIBIT 3(i)
SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SOUTHERN MINERAL CORPORATION
Steven H. Mikel certifies:
1. That he is the President, Chief Executive Officer and Secretary of Southern
Mineral Corporation, a Nevada corporation (the "Company").
2. That as a result of the confirmation of the Debtors' Second Amended Plan of
Reorganization Filed May 2, 2000, as amended on June 19, 2000 by the
Modification to Debtors' Second Amended Plan of Reorganization Filed May 2,
2000, on June 29, 2000 by the Second Modification to Debtors' Second Amended
Plan of Reorganization Filed May 2, 2000, and on July 5, 2000 by the Third
Modification to Debtors' Second Amended Plan of Reorganization Filed May 2,
2000 (as the same may be further amended, modified, or supplemented from
time to time, the "Plan"), by the United States Bankruptcy Court for the
Southern District of Texas, Victoria Division, the articles of incorporation
of the Company, as amended to date, have been amended and restated to
increase the number of authorized shares of common stock, par value $0.01
per share ("Common Stock") from 50,000,000 shares to 75,000,000 shares, and
to read in their entirety as stated herein.
SOUTHERN MINERAL CORPORATION
/s/ Steven H. Mikel
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Steven H. Mikel, President and Secretary
ARTICLE I.
NAME
The name of the Company is: Southern Mineral Corporation
ARTICLE II.
DEFINITIONS
In addition to the above-defined terms, the following terms have the
meanings given for purposes of these amended and restated articles of
incorporation:
"Articles" means these Second Amended and Restated Articles of
Incorporation.
"Board" means the Board of Directors of the Company.
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"Bylaws" has the meaning set forth in Article III.
"Change" has the meaning set forth in Section (a) of Article VII.
"Company" has the meaning set forth in the first paragraph of the preamble.
"Common Stock" has the meaning set forth in the second paragraph of the
preamble.
"Liquidation" means any voluntary or involuntary liquidation, dissolution
or winding-up of the Company.
"NGCL" means Chapter 78 of the Nevada Revised Statutes, as amended from
time to time.
"Person" means any natural person, partnership (general or limited),
corporation, group or other entity (other than the Company, any subsidiary of
the Company or a trustee holding stock for the benefit of employees of the
Company or its subsidiaries, or any one of them, pursuant to one or more
employee benefit plans or arrangement). When two or more Persons act as a
partnership (general or limited), syndicate, association or other group for the
purpose of acquiring, holding or disposing of shares of stock, such partnership
(general or limited), syndicate, association or group shall be deemed a Person.
"Plan" has the meaning set forth in the second paragraph of the preamble.
"Preferred Stock" has the meaning set forth in Article V.
"Voting Stock" means (a) Common Stock and (b) Preferred Stock granted
voting rights pursuant to Article V, paragraph (a)(ii) and paragraph (b)(ii),
respectively.
ARTICLE III.
RESIDENT OFFICE
The resident office of the Company is located at 6100 Neil Road, Ste. 500,
Reno, Nevada 89511 and the name of the initial registered agent at such address
is The Corporation Trust Company of Nevada. The Company may maintain an office
or offices in such towns, cities and places within or outside of the State of
Nevada as the Board may from time to time determine or as may be designated by
the Amended and Restated By-Laws of the Company (the "Bylaws").
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ARTICLE IV.
PURPOSE
The nature of the business, or object, or purposes, proposed to be
transacted, promoted or carried on by the Company is to engage in any lawful
activity.
ARTICLE V.
CAPITALIZATION
The total number of shares of all classes of stock that the Company shall
have authority to issue is 80,000,000 shares. Said 80,000,000 shares shall
consist of: (a) the 50,000,000 shares of Common Stock already authorized, plus
an additional 25,000,000 shares of Common Stock authorized pursuant to the Plan,
for a total of 75,000,000 shares of Common Stock, and (b) 5,000,000 shares of
Preferred Stock, par value $0.01 per share (the "Preferred Stock").
(a) Terms of Common Stock.
(i) General. Except as otherwise required by law or as otherwise
provided in these Articles, each share of Common Stock shall have identical
powers, preferences, qualifications, limitations and other rights.
(ii) Voting Rights. Except as otherwise required by law or as
otherwise provided in these Articles, each share of Common Stock shall be
entitled to one vote per share.
(iii) Dividends. Subject to the rights of any outstanding class or
series of capital stock ranking senior to Common Stock as to dividends,
dividends may be paid upon Common Stock in cash, property or securities as
and when declared by the Board out of funds legally available therefor. As
and when dividends are so declared and paid, the holders of Common Stock
shall be entitled to participate in such dividends ratably on a per share
basis.
(iv) Liquidation. Upon any Liquidation, the holders of Common Stock
are entitled to share ratably in the net assets, if any, remaining after
payment in full of all debts and liabilities of the Company and after the
holders of any outstanding class or series of capital stock ranking senior
to Common Stock shall have been paid in full the amounts to which such
holders shall be entitled, or an amount sufficient to pay the aggregate
amount to which such holders are entitled shall have been set aside for the
benefit of the holders of such senior stock.
(v) No Preemptive Rights. The Board may from time to time issue any
class or series of authorized stock of the Company, or any notes,
debentures, bonds, or other securities convertible into or carrying options
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or warrants to purchase authorized stock of any class or series without
offering any such stock, either in whole or in part, to the existing
stockholders. No stockholder of the Company shall because of his or her
holding shares have any preemptive or preferential rights to purchase or
subscribe to stock of any class or series of the Company now or hereafter
to be authorized, or any notes, debentures, bonds, or other securities
convertible into or carrying options or warrants to purchase stock of any
class or series now or hereafter to be authorized, whether or not the
issuance of any such stock, or such notes, debentures, bonds or other
securities, would adversely affect the dividend or voting rights of such
stockholder; provided, however, all such newly authorized shares of stock
of any class or series, or notes, debentures, bonds or other securities
convertible into, or carrying options or warrants to purchase, stock of
any class or series, may be issued and disposed of or sold by the Board on
such terms and for such consideration, so far as may be permitted by law,
and to such person or persons as the Board may determine in its discretion
from time to time.
(b) Terms of Preferred Stock. The Preferred Stock may be issued from time
to time in one or more series, each of such series to have such voting powers,
designation, preferences, and relative participating, optional or other special
rights, and the qualifications, limitations or restrictions thereof, as are
stated and expressed herein or in a resolution or resolutions providing for the
issuance of such series, adopted by the Board as hereinafter provided. The Board
is hereby expressly empowered, subject to this Article V, to provide for the
issuance of the Preferred Stock from time to time in series and to fix by
resolution or resolutions providing for the issuance of such series:
(i) Number. The number of shares to constitute such series and the
designation thereof.
(ii) Voting Rights. The voting rights, full or limited, if any, to which
holders of shares of any series of Preferred Stock may be entitled.
(iii) Dividends. The dividend rate of the shares of such series, and
whether such dividends shall be cumulative.
(iv) Redemption Provisions. Whether the shares of such series shall be
redeemable and, if redeemable, the redemption price and the terms and
conditions thereof.
(v) Liquidation Preference. The amount, if any, which the shares of any
such series shall be entitled to receive, before any distribution or
payment shall be made to holders of the Common Stock, upon a Liquidation,
or of any proceedings resulting in any distribution of all, or
substantially all, of its assets to its stockholders; provided, however,
the sale of all, or substantially all, of the property and assets of the
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Company to, or the merger or consolidation of the Company into or with,
any other corporation shall not be deemed to be a Liquidation within the
meaning of this Section (b)(v) of Article V.
(vi) Sinking Funds. Whether the shares of such series shall be subject
to the operation of retirement or sinking funds to be applied to the
purchase or redemption of such shares and, if such funds are established,
the annual amount thereof, and the terms and provisions relative to the
operation thereof.
(vii) Conversion Rights. Whether the shares of such series shall be
convertible into, or exchangeable for, shares of any other class or
classes of any other series of the same or any other class of stock of
the Company and, if convertible, the conversion price or prices or rate
or rates of conversion or exchange and the terms of adjustments, if any,
upon such conditions as shall be stated in said resolution or
resolutions.
(viii) Other Rights. Such other designations, preferences and relative
participating, optional or other special rights and qualifications,
limitations or restrictions thereof as it may deem advisable and shall be
stated in said resolution or resolutions.
(c) Non-Voting Securities. The Company shall not be entitled to issue
any series of non-voting equity securities.
ARTICLE VI.
ELECTION OF DIRECTORS
(a) The business and affairs of the Company shall be conducted and
managed by, or under the direction of, the Board. Except as otherwise
provided for or fixed pursuant to Article V relating to the rights of the
holders of any series of Preferred Stock to elect directors, the total
number of directors constituting the entire Board shall be as set forth in
the Bylaws. At no time shall the Board consist of fewer than one director.
(b) Except as otherwise provided in these Articles or any resolution or
resolutions of the Board designating a series of Preferred Stock, directors
who are elected at an annual meeting of stockholders, and directors elected
in the interim to fill vacancies and newly created directorships, shall
hold office for the term for which elected and until their successors are
elected and qualified or until their earlier death, resignation or removal.
(c) Whenever the holders of any class or classes of stock or any series
thereof shall be entitled to elect one or more directors pursuant to these
Articles or any resolution or resolutions of the Board designating a series
of Preferred Stock, and, except as otherwise provided herein or therein,
vacancies and newly created directorships of such class or classes or
series thereof may be filled by a majority
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of the directors elected by such class or classes or series thereof then in
office, by a sole remaining director so elected or by the unanimous written
consent or the affirmative vote of a majority of the outstanding shares of
such class or classes or series entitled to elect such director or
directors.
(d) Except as otherwise provided for or fixed pursuant to Article V
relating to the rights of the holders of any series of Preferred Stock to
elect additional directors, and subject to the provisions hereof, newly
created directorships resulting from any increase in the authorized number
of directors, and any vacancies on the Board resulting from death,
resignation, disqualification, removal or other cause, may be filled only
by the affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum of the Board. Any director elected
in accordance with the preceding sentence shall hold office for the
remainder of the full term of the newly created directorship or for the
directorship in which the vacancy occurred, and until such director's
successor shall have been duly elected and qualified, subject to such
director's earlier death, disqualification, resignation or removal. Subject
to the provisions of these Articles, no decrease in the number of directors
constituting the Board shall shorten the term of any incumbent director.
(e) During any period when the holders of any series of Preferred Stock
have the right to elect additional directors as provided for or fixed
pursuant to Article V, then upon commencement and for the duration of the
period during which such right continues (i) the then otherwise total
authorized number of directors of the Company shall automatically be
increased by such specified number of directors, and the holders of such
Preferred Stock shall be entitled to elect the additional directors so
provided for or fixed pursuant to said provisions, and (ii) each such
additional director shall serve until such director's successor shall have
been duly elected and qualified, or until such director's right to hold
such office terminates pursuant to said provisions, whichever occurs
earlier, subject to his or her earlier death, disqualification, resignation
or removal. Except as otherwise provided by the Board in the resolution or
resolutions establishing such series, whenever the holders of any series of
Preferred Stock having such right to elect additional directors are
divested of such right pursuant to the provisions of such stock, the terms
of office of all such additional directors elected by the holders of such
stock, or elected to fill any vacancies resulting from death, resignation,
disqualification or removal of such additional directors, shall forthwith
terminate and the total and authorized number of directors of the Company
shall be reduced accordingly. Notwithstanding the foregoing, whenever,
pursuant to Article V, the holders of any one or more series of Preferred
Stock shall have the right, voting separately as a series or together with
holders of other such series, to elect directors at an annual or special
meeting of stockholders, the election, term of office, filling of vacancies
and other features of such directorships shall be governed by the terms of
these Articles and any resolution or resolutions of the Board designating a
series of Preferred Stock, and such directors so elected shall not be
divided into classes pursuant to this Section 6(e) of Article VI, unless
expressly provided by such terms.
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(f) Except for such additional directors, if any, as are elected by
the holders of any series of Preferred Stock as provided for or fixed
pursuant to Article V, any director may be removed from office only at a
meeting of stockholders called for such purpose, and by the affirmative
vote of the holders of 66 2/3% or more of the voting power of the then-
holders of that class or series and not the votes of the outstanding shares
of Voting Stock.
ARTICLE VII.
AMENDMENT OF CORPORATE DOCUMENTS
(a) Articles. Whenever any vote of the holders of Voting Stock is
required by law to amend, alter, repeal or rescind any provision of these
Articles, then in addition to any affirmative vote required by applicable
law and in addition to any vote of the holders of any series of Preferred
Stock provided for or fixed pursuant to Article V, such alteration,
amendment, repeal or rescission (a "CHANGE") of any provision of these
Articles must be approved by at least a majority of the then-combined
voting power of the then-outstanding shares of Voting Stock, voting
together as a single class; provided, however, that if any such Change
relates to Articles II, VI, or to this Article VII, such Change must also
be approved by the affirmative vote of the holders of at least 66 2/3% of
the combined voting power of the then-outstanding shares of Voting Stock,
voting together as a single class; provided further, however, that the
vote(s) required by the immediately preceding clause shall not be required
if such Change has been first approved by at least two-thirds of the then-
authorized number of directors. Notwithstanding the foregoing provisions in
this Article VII(a), if any proposed amendment would alter or change any
preference or any relative or other right given to any class or series of
outstanding shares, then the amendment must be approved by the vote, in
addition to the affirmative vote otherwise required, of the holders of
shares representing a majority of the voting power of each class or series
affected by the amendment regardless of limitations or restrictions on the
voting power thereof. Subject to the provisions hereof, the Company
reserves the right at any time, and from time to time, to amend, alter,
repeal or rescind any provision contained in these Articles in the manner
now or hereafter prescribed by law, and other provisions authorized by the
laws of the State of Nevada at the time in force may be added or inserted,
in the manner now or hereafter prescribed by law; and all rights,
preferences and privileges of whatsoever nature conferred upon
stockholders, directors or any other Persons whomsoever by and pursuant to
these Articles in its present form or as hereafter amended are granted
subject to the rights reserved in this article.
(b) Bylaws. In addition to any affirmative vote required by law, any
Change of the Bylaws may be adopted either (i) by the Board by the
affirmative vote of at least a majority of the then-authorized number of
directors, or (ii) by the stockholders if the number of votes cast in favor
of the Change of the Bylaws exceeds the number of votes cast in opposition
to the Change of the Bylaws.
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ARTICLE VIII.
COMBINATIONS WITH INTERESTED STOCKHOLDERS
The corporation elects to be governed by Sections 78.411 to 78.444,
inclusive, of the NGCL.
ARTICLE IX.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
No director or officer shall be personally liable to the Company or
stockholders for damages for breach of fiduciary duty as a director or officer,
except that this Article IX shall not eliminate or limit the liability of a
director or officer for (i) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law or (ii) the payment of dividends
in violation of Section 78.300 of the NCGL. If the NGCL is hereafter amended or
interpreted to eliminate or limit further the personal liability of directors or
officers, then the liability of all directors and officers shall be eliminated
or limited to the full extent then so permitted. Neither the amendment nor
repeal of this Article IX, nor the adoption of any provision of these Articles
inconsistent with this Article IX, shall eliminate or reduce the effect of
Article IX in respect of any act or omission that occurred prior to such
amendment, repeal or adoption of an inconsistent provision.
ARTICLE X.
CONFLICT OF INTEREST
No contract or other transaction between the Company and any other Person
and no other acts of the Company with relation to any other Person shall, in the
absence of fraud, in any way be void or voidable because any one or more of the
directors or officers of the Company are pecuniarily or otherwise interested in,
or are directors or officers of, such other Person. Any director or officer of
the Company individually, or any firm or association of which any director or
officer may be a member, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of the Company, provided, however,
the fact that he or she individually or as a member of such firm or association
is such a party or is so interested shall be disclosed or shall have been known
to the board of directors or a majority of such members thereof as shall be
present at any meeting of the board of directors at which action upon any such
contract or transaction shall be taken; and any director of the Company who is
also a director or officer of such other Person or who is such a party or so
interested may be counted in determining the existence of a quorum at any
meeting of the board of directors which shall authorize any such contract or
transaction and may vote thereat to authorize any such contract or transaction,
with like force and effect as if he or she were not such a director or officer
of such other Person or not so interested.
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ARTICLE XI.
TERM
The Company is to have a perpetual existence.
ARTICLE XII.
NO ASSESSMENTS
The capital stock of the Company after the amount of the subscription
price, or par value, has been paid in, shall not be subject to assessment to pay
debts of the Company, and no paid up stock, and no stock issued as fully paid,
shall ever be assessable or assessed.
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The undersigned does hereby make and file these Second Amended and Restated
Articles of Incorporation this 27th day of July, 2000.
/s/ STEVEN H. MIKEL
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STEVEN H. MIKEL, President and Secretary
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SIGNATURE PAGE
STATE OF NEW YORK (S)
(S)
COUNTY OF SCHUYLER (S)
This instrument was acknowledged to me on July 27, 2000, by Steven H.
Mikel, as President and Secretary of Southern Mineral Corporation, a Nevada
corporation.
/s/ JOY L. ECTOR
---------------------------------
Joy L. Ector
(Notary Seal) Notary Public, State of New York
Schuyler County 4843752
Commission Expires 2/28/2002
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