I don't know how to copy a .pdf file here, so here is a copy of the latest by-law change from 12/09. It comes from the Colorado Sec. of State website. www.sos.co.state.gov.
If someone wants to find the complete list of changes filed, go to the business info page and type in document # 19871672183.
Open the document list 1 of 1.
This will bring up the three page list of filings from 1986.
I am still trolling the Colorado Statutes for a change that negates culumlative director voting.
RESTATED ARTICLES OF INCORPORATION
of
ERHC ENERGY INC.
ARTICLE I - Name
The name of the corporation is ERHC Energy Inc., hereinafter referred to
as the “Corporation.”
ARTICLE II - Duration
The Corporation shall commence upon the issuance by the Colorado
Secretary of State of a certificate of incorporation and thereafter shall have perpetual
existence.
ARTICLE III - Purpose
The purpose for which the Corporation is organized shall be to transact all
lawful business for which corporations may be organized pursuant to the Colorado
Corporations and Associations Act.
ARTICLE IV – Capital Stock
The aggregate number of shares of the Corporations shall have authority
to issue is 950,000,000 shares of common stock having $.0001 par value and 10,000,000
shares of Series B Preferred Stock having $.001 per share par value.
ARTICLE V - Voting
Cumulative voting in the election of directors is not authorized.
ARTICLE VI – Preemptive Rights
Shareholders of the Corporation shall not have preemptive rights to
acquire unissued or treasury shares of the Corporation or securities convertible into such
shares or carrying a right to subscribe to or acquire such shares.
ARTICLE VII – Registered Office and Agent
[Deleted pursuant to Section 7-90-304.5]
ARTICLE VIII – Board of Directors
Section 1. Board of Directors; Number. The governing board of the
corporation shall be known as the Board of Directors, and the number of directors may
from time to time be increased or decreased in such manner as shall be provided in the
Bylaws of the corporation, provided that the number of directors shall not be reduced to
less than three unless the outstanding shares are held of record by fewer than three
shareholders, in which case there need only be as many directors as there are
shareholders.
Section 2. Classification of Directors. The Board of Directors shall be
divided into three classes, Class 1, Class 2, and Class 3, each class to be as nearly equal
in number as possible. The term of office of Class 1 directors shall expire at the first
annual meeting of shareholders following their election, that of Class 2 directors shall
expire at the second annual meeting following their election, and that of Class 3 directors
shall expire at the third annual meeting following their election. At each annual meeting
after such classification, a number of directors equal to the number of the class whose
term expires at the time of such meeting shall be elected to hold office until the third
succeeding annual meeting. No classification of directors shall be effective prior to the
first annual meeting of shareholders or at any time when the Board of Directors consists
of less than six members. Notwithstanding the foregoing, and except as otherwise
required by law, whenever the holders of any one or more series of Preferred Stock shall
have the right, voting separately as a class, to elect one or more directors of the
Company, the terms of the director or directors elected by such holders shall expire at the
next succeeding annual meeting of shareholders.
Section 3. Directors. The names and addresses of the persons who are
serving as directors until the first annual meeting of shareholders or until their successors
are elected and shall qualify are:
[Deleted pursuant to Section 7-90-304.5]
Section 4. Nomination of Directors.
(a) Nominations for the election of directors may be made by the Board of
Directors, by a committee of the Board of Directors, or by any shareholder entitled to
vote for the election of directors. Nominations by shareholders shall be made by notice
in writing, delivered or mailed by first class United Sates mail, postage prepaid, to the
Secretary of the Corporation, not less than 14 days nor more than 50 days prior to any
meeting of the shareholders called for the election of directors; provided, however, that if
less than 21 days' notice of the meeting is given to shareholders, such written notice shall
be delivered or mailed, as prescribed, to the Secretary of the Corporation, not later than
the close of the seventh day following the day on which notice of the meeting was mailed
to shareholders.
(b) Each notice under subsection (a) shall set forth (i) the name, age,
business address and, if known, residence address of each nominee proposed in such
notice, (ii) the principal occupation or employment of each such nominee, and (iii) the
number of shares of stock of the Corporation which are beneficially owned by each such
nominee.
(c) The chairman of the shareholders' meeting, may, if the facts warrant,
determine and declare to the meeting that a nomination was not made in accordance with
the foregoing procedure, and if he should so determine, he shall also declare to the
meeting and the defective nomination shall be disregarded.
Section 5. Certain Powers of the Board of Directors. In furtherance and
not in limitation of the powers conferred by stature, the Board of Directors is expressly
authorized:
(a) to manage and govern the corporation by majority vote of members
present at any regular or special meeting at which a quorum shall be present, to make,
alter, or amend the Bylaws of the corporation at any regular or special meeting, to fix the
amount to be reserved as working capital over and above its capital stock paid in, to
authorize and cause to be executed mortgages and liens upon the real and personal
property of the corporation, and to designate one or more committees, each committee to
consist of two or more of the directors of the corporation, which, to the extent provided in
the resolution or in the Bylaws of the corporation, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs of the
corporation (such committee or committees shall have such name or names as may be
stated in the Bylaws of the corporation or as may be determined from time to time by
resolution adopted by the Board of Directors);
(b) to sell, lease, exchange, or otherwise dispose of all or substantially all
of the property and assets of the corporation in the ordinary course of its business upon
such terms and conditions as the Board of Directors may determine without vote or
consent of the shareholders;
(c) to sell, pledge, lease, exchange, liquidate, or otherwise dispose of all or
substantially all of the property or assets of the corporation, including its goodwill, if not
in the ordinary course of its business upon such terms and conditions as the Board of
Directors may determine; provided, however, that such transaction shall be authorized or
ratified by the affirmative vote of the holders of at least a majority of the shares entitled
to vote thereon at a shareholders' meeting duly called for such purpose, or authorized or
ratified by the written consent of the holders of all of the shares entitled to vote thereon;
and provided, further, that any such transaction with any substantial shareholder or
affiliate of the corporation shall be authorized or ratified by the affirmative vote of the
holders of at lease two-thirds of the shares entitled to vote thereon at a shareholders'
meeting duly called for that purpose, unless such transaction is with any subsidiary of the
corporation or is approved by the affirmative vote of a majority of the continuing
directors of the corporation, or is authorized or ratified by the written consent of the
holders of all of the shares entitled to vote thereon;
(d) to merge, consolidate, or exchange all of the issued or outstanding
shares of one or more classes of the corporation upon such terms and conditions as the
Board of Directors may authorize; provided, however, that such merger, consolidation, or
exchange shall be approved or ratified by the affirmative vote of the holders of at least a
majority of the shares entitled to vote thereon at a shareholders' meeting duly called for
that purpose, or authorized or ratified by the written consent of the holders of all or the
shares entitled to vote thereon; and provided, further, that any such merger, consolidation,
or exchange with any substantial shareholder or affiliate of the corporation shall be
authorized or ratified by the affirmative vote of the holders of at least two-thirds of the
shares entitled to vote thereon at a shareholders' meeting duly called for that purpose,
unless such merger, consolidation, or exchange is with any subsidiary of the corporation
or is approved by the affirmative vote of a majority of the continuing directors of the
corporation, or is authorized or ratified by the written consent of the holders of all of the
shares entitled to vote thereon; and
(e) to distribute to the shareholders of the corporation, without the
approval of the shareholders, in partial liquidation, out of stated capital or capital surplus
of the corporation, a portion of the corporation's assets, in cash or in property, so long as
the partial liquidation is in compliance with the Colorado Corporation Code.
(f) as used in this Section 5, the following terms shall have the following
meanings:
(i) an "affiliate" shall mean any person or entity which is an affiliate
within the meaning of Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended;
(ii) a "continuing director" shall mean a director who was elected before
the substantial shareholder or affiliate of the corporation which is to be a party to
a proposed transaction within the scope of subsections (c) and (d) of this Section 5
because such a substantial shareholder or affiliate of the corporation, as the case
may be, or is designated at or prior to his first election or appointment to the
Board of Directors by the affirmative vote of a majority of the Board of Directors
who are continuing directors;
(iii) a "subsidiary" shall mean any corporation in which the corporation
owns the majority of each class of equity security; and
(iv) a "substantial shareholder" shall mean any person or entity which is
the beneficial owner, within the meaning of Rule 13d-3 of the General Rules and
Regulations under the Securities Exchange act of 1934, as amended, of 10% or
more of the outstanding capital stock of the corporation.
ARTICLE IX
CONFLICTS OF INTEREST
Section 1. Related Party Transactions.
(a) No contract or transaction between the corporation and one or more of
its directors, or between the corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or officers are
directors or officers or have a financial interest, shall be void or voidable solely for that
reason or solely because the director or officer is present at or participates in the meeting
of the Board of Directors or committee thereof which authorizes, approves, or ratifies the
contract or transaction or solely because his or their votes are counted for such purpose if:
(i) the material facts as to his relationship or interest and as to the contract
or transaction are disclosed or are known to the Board of Directors or the
committee, and the Board or committee in good faith authorizes, approves, or
ratifies the contract or transaction by the affirmative vote of the majority of the
disinterested directors, even though the disinterested directors are less than a
quorum; or
(ii) the material facts as to his relationship or interest and as to the contract
or transaction are disclosed or are known to the shareholders entitled to vote
thereon, and the contract or transaction is specifically authorized, approved, or
ratified in good faith by a vote of the shareholders' or;
(iii) the contract or transaction is fair as to the corporation as of the time it
is authorized, approved, or ratified by the board of Directors, a committee thereof,
or the shareholders.
(b) Common or disinterested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee which
authorizes, approves, or ratifies the contract or transaction.
Section 2. Corporate Opportunities. The officers, directors, and other
members of management of the corporation shall be subject to the doctrine of corporate
opportunities only insofar as it applies to business opportunities in which the corporation
has expressed an interest as determined from time to time by resolution of the Board of
Directors. When such areas of interest are delineated, all such business opportunities
within such areas of interest which come to the attention of the officers, directors, and
other members of management of the corporation shall be disclosed promptly to the
corporation and made available to it. The Board of Directors may reject any business
opportunity presented to it, and thereafter any officer, director, or other member of
management may avail himself of such opportunity. Until such time as the corporation,
through its Board of Directors, has designated an area of interest, the officers, directors,
and other members of management of the corporation shall be free to engage in such
areas of interest on their own. The provisions hereof shall not limit the rights of any
officer, director, or other member of management of the corporation to continue a
business existing prior to the time that such area of interest is designated by the
corporation, nor shall they be construed to release any employee of the corporation (other
than an officer, director, or member of management) from any duties which such
employee may have to the corporation.
ARTICLE X
INDEMNIFICATION
The corporation had the right and/or duty to indemnify a director of the corporation to the
extent provided by statute.
The corporation has the right and/or duty to indemnify any officer, employee, or agent of
the corporation who is not a director to the extent provided by law, or to a greater extent
if consistent with law and if provided by resolution of the corporation's shareholders or
directors, or in a contract.
A director of the corporation shall not be personally liable to the corporation or its
shareholders 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 to its
shareholders, (ii) for acts or omissions not in good faith or which involve in the
intentional misconduct or a knowing violation of law, (iii) for acts specified under
Section 7-5-114 of the Colorado Corporation Code, or (iv) for any transaction from
which the director derived an improper personal benefit. If the Colorado
Corporation Code is amended after this Article is adopted to authorize corporate action
further eliminating or limiting the personal liability or directors, then the liability of a
director of the corporation shall be eliminated or limited to the fullest extent permitted by
the Colorado Corporation Code, as so amended.
Any repeal or modification of the foregoing paragraph by the shareholders of the
corporation shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal or modification.
ARTICLE XI
ARRANGEMENTS WITH CREDITORS
Whenever a compromise or arrangement is proposed by the corporation
between it and its creditors or any class of them, and/or between the corporation and its
shareholders or any class of them, any court of equitable jurisdiction may, on summary
application by the corporation, or by a majority of its shareholders, or on the application
of any receiver or receivers appointed for the corporation, or on the application of
trustees in dissolution, order a meeting of the creditors or class of creditors and/or of the
shareholders or class of shareholders of the corporation, as the case may be, to be notified
in such manner as the court decides. If a majority in number representing at least three-
fourths in amount of the creditors or class of creditors and/or the holders of the majority
of the stock or class of stock of the corporation, as the case may be, agree to any
compromise or arrangement and/or to any reorganization of the corporation, as a
consequence of such compromise or arrangement, then said compromise or arrangement
and/or said reorganization shall, if sanctioned by the court to which the application has
been made, be binding upon all the creditors or class of creditors and/or on all the
shareholders or class of shareholders of the corporation, as the case may be, and also on
the corporation.
ARTICLE XII
SHAREHOLDERS' MEETINGS
Shareholders' meetings may be held at such time and place as may be
stated or fixed in accordance with the Bylaws. At all shareholders' meetings, one-third of
all shares entitled to vote shall constitute a quorum.
ARTICLE XIII
AMENDMENT
These Articles of Incorporation may be amended by resolution of the
Board of Directors if no shares have been issued, and, if shares have been issued, by the
affirmative vote of the holders of at least a majority of the shares entitled to vote thereon
at a meeting duly called for that purpose, or, when authorized, when such action is
ratified by the written consent of all the shareholders entitled to vote thereon.
ARTICLE XIV
SHAREHOLDER VOTE
Whenever the laws of the State of Colorado require the vote or
concurrence of the holders of two-thirds of the outstanding shares entitled to vote thereon
with respect to any action to be taken by the shareholders of the corporation, such action
may be taken by the vote or concurrence of the holders of at least a majority of the shares
entitled to vote thereon.
ARTICLE XV
DISSOLUTION
Section 1. Procedure. The corporation shall be dissolved upon the
affirmative vote of the holders of at least a majority of the shares entitled to vote thereon
at a meeting duly called for that purpose, or when authorized or ratified by the written
consent of the holders of all of the shares entitled to vote thereon.
Section 2. Revocation. The corporation shall revoke voluntary
dissolution proceedings upon the affirmative vote of the holders of a least a majority of
the shares entitled to vote at a meeting duly called for that purpose, or when authorized or
ratified by the written consent of the holders of all of the shares entitled to vote thereon.
