amended and restated certificate of formation texas

Texas Secretary of State this Amended and Restated Certificate of Formation (the “Restated Certificate”), which accurately states and copies the Corporation’s Articles of Incorporation and all amendments thereto that are in effect to date (collectively, the “Existing Articles”) as further `[��4#��O�MHn����4��w�8���T�L�% r����N`�0�a=��έ �̾Mw����s� �f��@Z��9��g� ��s� ������f`���+` ��I� h�bbd```b``.���A$� �dJ�a���`u0;L�H�<0�9�< � � ��*�Le��H2����H�`�A����X�F�e`׃��.aL��_���@{���30:�?��s� ��� 261 0 obj <> endobj Restated Certificate of Formation With New Amendments Entity Information The name of the filing entity is: State the name of the entity as currently shown in the records of the secretary of state. permitted by law if any such person was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he 182, Sec. 1. RESTATED CERTIFICATE OF FORMATION WITH AMENDMENTS OF CHRIST EVANGELICAL PRESBYTERIAN CHURCH OF HOUSTON . from time to time been amended (the “Current Certificate”) and all amendments made herein are in compliance with the Texas Business Organizations Code (the “TBOC”). This is a restated certificate of formation. Section 1.3. and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the shares of such series for retirement or other corporate purposes and other terms and provisions relative to the Acts 2003, 78th Leg., ch. The designations, preferences, limitations and relative rights of each The Corporation shall pay or reimburse reasonable expenses incurred by a director who was, is or is threatened to be Corporation may be called by the holders of at least 25 percent of the shares entitled to vote at the proposed special meeting. endstream endobj 262 0 obj <. Amended and Restated Certificate of Formation . Commentary Sections 3.057 to 3.063 of the Texas Business Organizations Code (BOC) govern a restated certificate of formation of a Texas filing entity. 3.061. The purpose for which the Corporation is organized is the transaction of any or all lawful business for which for-profit hold office initially for a term expiring at the annual meeting of shareholders to be held in 2014, with each member of each class to hold office until his successor is elected and qualified, until his death or retirement or until he shall resign or The Texas Business Organizations Code (BOC) has the responsibility of governing the amendments to a Texas certificate of formation. Amended And Restated Certificate Of Formation For Texas Corporation Pdf. If the proposed amendments are extensive, consider filing Form 414. The restated certificate of formation, which is attached to this form, accurately states the text of the certificate of formation being restated, as amended, restated, and corrected, except for the information permitted to be omitted by the provisions of the Texas Business Organizations Code applicable to the filing entity. Restated Certificate of Incorporation means the Second Amended and Restated Certificate of Incorporation of the Corporation in the form attached as Exhibit B to the Stockholders' Agreement (as the same may from time to time be amended (x) prior to Stockholder Approval, pursuant to the Stockholders' Agreement, and (y) after Stockholder Approval, pursuant to such Restated Certificate of Incorporation … 2. IN WITNESS WHEREOF, I have hereunto set my hand, this A filing entity may amend its certificate of formation at any time and in as many respects as may be desired, as long as the certificate as amended contains only Thanks to recently enacted Senate Bill 847, effective September 1, 2013, a restated certificate of formation is no longer required to “identify by reference or description each added, altered, or deleted provision.” That provision is no longer part of Section 3.059 of the Texas Business Organizations Code. The restated certificate of formation, which is attached to this form, accurately states the text of the certificate of formation being restated and each amendment to the certificate of formation being restated that is in effect, and as further amended by the restated certificate of formation… This is a Texas form and can be use in General Business Secretary Of State. The names and addresses of the current directors of the Corporation are: FIVE: This Amended and Restated Certificate of Formation accurately states the text of the Current Certificate, as further amended by this Amended and Restated Certificate of Formation. Beginning with the annual meeting to be held in 2012, the directors elected be designated, respectively, “Common Stock” and “Preferred Stock.” The aggregate number of shares of all classes of stock which the Corporation shall have authority to issue is eighty-two million (82,000,000), consisting of AMENDED AND RESTATED CERTIFICATE OF FORMATION, ONE: The name of 05-11 (# of pages - 6) (Word, PDF) In any such event, such director’s successor shall become a member of the same class of or as a dividend or otherwise. %%EOF Certificate other than omissions allowed by Section 3.059 of the TBOC. The Board of Directors is hereby expressly Commentary Sections 3.057 to 3.063 of the Texas Business Organizations Code (BOC) govern a restated certificate of formation of a Texas filing entity. The Texas Business Organizations Code (BOC) has the responsibility of governing the amendments to a Texas certificate of formation. written undertaking of such director as set forth in Section 8.104 of the TBOC, or any successor provision. The United States is among the most effective countries to begin a company.The superb image it has, its worldwide appearance, its taxation plans and even its dynamism, stands for properties for any kind of entrepreneur who wishes to produce his business in the UNITED STATES. The filing entity is a: (Select the appropriate entity type below.) series of Preferred Stock may differ from those of any and all other series at any time outstanding. Restated Certificate of Formation (the “Restated Certificate”) to replace the original charter of the Corporation, as previously modified, restated, amended, and corrected (collectively, the “Current Certificate”). endstream endobj startxref A restated certificate of formation that makes new amendments to the certificate of formation being restated must: (1) be accompanied by a statement that each new amendment has been made in accordance with this code; (2) A filing entity may restate its certificate of formation to: (1) state the text of the certificate of formation (as amended, corrected, or restated) to include all previous amendments carried forward; or Texas Business Organizations Code, Chapter 22, has adopted this Restated and Amended Certificate of Formation. that the director is found liable for (i) any breach of the director’s duty of loyalty to the Corporation or its shareholders; (ii) acts or omissions not in good faith that constitute a breach of duty of the director to the (a) A restated certificate of formation must accurately state the text of the previous certificate of formation, regardless of whether the certificate of formation is an original, corrected, or restated certificate, and include: (1) each previous amendment to the certificate being restated that is carried forward; and (2) each new amendment to the certificate being restated. The Corporation was originally formed under the laws of the State of Texas by the filing of the charter with the Texas Secretary of State on January 4, 1887. Example of Filing a Certificate of Amendment Form 424 Winding-up Notices for Limited Partnerships S.B. means the Amended and Restated Certificate of Formation of the Company filed with the Secretary of State … h�b```b``�e`�W�@��(���q����aBeCB�����=iٲwXnj=��g��-�%X?OZz�����Ҏ��0�Q��c`���@7����i� certificate of formation being restated and each amendment to the certificate of formation being restated that is in effect, and as further amended by the restated certificate of formation. Any repeal or modification of this Article X by the shareholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the liability of a Beginning with the 2011 annual meeting, the directors shall be classified with respect to the time for which they severally hold office into three (3) classes, as nearly equal in number as possible as determined by the Board of Directors, one Principal Office. the current directors of the Corporation, which as amended and restated shall read as follows: The number of directors shall be set at eight (8) until changed in the manner provided in the bylaws of the If the proposed amendments are extensive, consider filing Form 414. The number of directors shall be set at eight (8) until changed in the manner provided in the bylaws of the Corporation, except that no such change shall shorten the term of an incumbent director. AMENDED AND RESTATED CERTIFICATE OF FORMATION. directors as his predecessor. One of my pet peeves with regard to filings with the Secretary of State has been eliminated. Restated Certificate Of Formation With New Amendments. be payable, the preference or relation which such dividends shall bear to the dividends payable on any shares of stock of any other class or any other series of this class; (d) whether the shares of such series shall be subject to redemption by the Corporation, and, if so, These forms are designed for use by multiple entity types; however, use of these forms is … exclusive of any other rights to which such person may be entitled under any bylaw, agreement, vote of shareholders or otherwise. against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. 7. This Restated and Amended Certificate of Formation accurately copies the previous Articles of Incorporation and all prior amendments that are in effect to date and also includes further amendments described in Article 4. RESTATED AND AMENDED CERTIFICATE OF FORMATION OF MEMORIAL DRIVE PRESBYTERIAN CHURCH (A NONPROFIT CORPORATION) ARTICLE 1 Memorial Drive Presbyterian Church (the “Church”), a Texas nonprofit corporation subject to the Texas Business Organizations Code, Chapter 22 (the “Act”), has adopted this Restated and Amended Certificate of Formation. shall be limited to the fullest extent permitted by such amended act. at an annual meeting shall hold office until the third succeeding annual meeting after such election. Download Free Print-Only PDF OR Purchase Interactive PDF Version of this Form. director of the Corporation existing at the time of such repeal or modification. Restating the Certificate of Formation (Without Amendment) At any point, a bank’s effective Certificate of Formation is its original, restated, or corrected Certificate of Formation and any previous amendments to the articles still in effect, i.e., the last of what may be numerous amendments to alter the same provision (such as authorized shares      day of             , 2011. If the amendment changes the name of the entity, state the old name and not the new name. SUPPLEMENTAL PROVISIONS FOR RESTATED CERTIFICATE OF FORMATION FOR NONPROFIT CORPORATION. are not forbidden by the Texas Business Organizations Code, by law, by thi s Restated Certificate of Formation, or by the Book of Church Order of the Presbyterian Church in America, as same may be modified or amended from time to time (hereinafter referred to as the "Constitution"). Foran. No shareholder of the Corporation shall have the right of cumulative voting at any election of directors or upon any other matter. (a) In addition to the provisions authorized or required by Section 3.059, a restated certificate of formation for a nonprofit corporation may update the current number of directors and the names and addresses of the persons serving as directors. Sections 3.051 to 3.056 of the Texas Business Organizations Code (BOC) govern amendments to the certificate of formation of a Texas filing entity. NAME AND AUTHORITY [INSERT the Name of the trust company here], pursuant to the provisions of Section 182.101 of the Texas Finance Code and Section 4.07 of the Texas Business Organizations Code, hereby adopts restated certificate of formation which accurately copy the certificate of formation and prices and other terms and conditions of such redemption; (e) the amount or amounts payable (“Preferred Stock”). TWO: This Amended and Restated Certificate of Formation amends the original Certificate of Formation, as such has Subsection (d), Section 3.059, Business Organizations Code, is amended to read as follows: (d) A restated certificate of formation that makes new amendments to the certificate of formation being restated must: (1) be accompanied by a statement that each new amendment has been made in accordance with this code; … 1. Certificate of Formation of the Corporation is hereby amended and restated to read in its entirety as follows: The name of the Corporation is Matador Resources Company. Restated Certificate Of Formation Without Further Amendments Form. shall fix and determine, and hereby is expressly empowered to fix and determine, by resolution or resolutions, the designations, preferences. Jan. 1, 2006. Signature Page to Matador Resources Company, Amended and Restated Certificate of Formation. This is a Texas form and can be use in General Business Secretary Of State. Beginning with the annual meeting to be held in 2012, the directors elected at an annual meeting shall hold office until the third succeeding annual meeting after such election. exchangeable for, shares of stock of any other class or any other series of this class or any other class or classes of securities and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting Pursuant to the provisions of the Texas Business Organizations Code (the “TBOC”), AmeriCredit Corp., a Texas corporation (the “Corporation”), hereby adopts and files with the Texas Secretary of State this Amended and Restated Certificate of Formation (the “Restated Certificate”), which accurately states and copies the Corporation’s Articles of Incorporation and all amendments thereto that are in effect to date (collectively, the “Existing Articles”) as further amended … Articles of Incorporation or Certificate of Formation (however titled), as currently on file with the Office of the Secretary of State of the State of Texas and as such may be amended or restated from time to time (the “Certificate of Formation”). This Amended Restated Certificate of Incorporation restates, integrates and amends the Certificate of Incorporation of the Corporation.. 3.058. - � Download Free Print-Only PDF OR Purchase Interactive PDF Version of this Form. THREE: Each amendment herein has been properly approved in the manner prescribed by Sections 21.052 through 21.055 FOUR: The following alterations have class to hold office initially for a term expiring at the annual meeting of shareholders to be held in 2012, another class to hold office initially for a term expiring at the annual meeting of shareholders to be held in 2013, and another class to Beginning with the 2011 annual meeting, the directors shall be classified with respect to the time for which they severally hold office into three BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: SECTION 1. authorized, by resolution or resolutions from time to time adopted, to provide, out of the unissued shares of Preferred Stock, for the issuance of series of Preferred Stock. the same, and any other terms and conditions of conversion or exchange; (h) the limitations The members, by a two-thirds affirmative vote, adopted the Restated and Amended The Corporation shall indemnify its directors and may indemnify its officers, employees or agents to the full extent ARTICLE IV and ARTICLE VII of the Current Certificate are wholly amended as set forth in ARTICLE IV and ARTICLE VII of this Amended and Restated Pursuant to Section 22.105 of the Texas Business Organizations Code, this documents the written action taken by the Board of Directors of Travis County Women Lawyers Association, a Texas nonprofit corporation (the “Corporation”), by consent of the Directors of the Corporation. Define Amended and Restated Certificate of Formation. RESTATED CERTIFICATE OF FORMATION OF FIRST PRESBYTERIAN CHURCH OF HOUSTON January 31, 2017 In accordance with the applicable provisions of the Texas Business Organizations Code, as amended from time to time (the “TBOC”), First Presbyterian Church of Houston, a Texas non-profit corporation (the “Corporation”) hereby adopts this Amended and Restated Certificate of Formation … The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred … until his successor is elected and qualified, until his death or retirement or until he shall resign or be removed in the manner provided in the bylaws. No holder of any shares of capital stock of the Corporation shall be entitled as a matter of right, upon shares of such series upon, and the rights of the holders of such series in, the voluntary or involuntary liquidation, dissolution or winding up of, or upon any distribution of the assets of, the Corporation; (f) whether the shares of such series shall be subject to the operation of a retirement or sinking fund for a term expiring at the annual meeting of shareholders to be held in 2013, and another class to hold office initially for a term expiring at the annual meeting of shareholders to be held in 2014, with each member of each class to hold office 0 a Texas nonprofit corporation . the corporation is Matador Resources Company (the “Corporation”). 1, eff. 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 liability provided herein, conditions or restrictions, if any, upon the creation of indebtedness of the Corporation or upon the issue of any additional stock, including additional shares of such series or any other series of this class or of any other class; and. Sec. operation thereof; (g) whether the shares of such series shall be convertible into, or Corporation or acts or omissions that involve intentional misconduct or knowing violation of law; (iii) for any transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within The Corporation is authorized to issue two classes of stock which shall Classes of Stock and Authorized Shares. If Amended & Restated Certificate of Formation includes a name change, a copy of the Name Reservation form issued by the Office of the Secretary of State must be attached. 318 0 obj <>stream The filing fee for Amended Certificate of Formation/Registration is $30.00 If expedited service is requested, include an additional $50.00 and write “EXPEDITE” on the outside of the envelope. limitations and relative rights, including voting rights, of the shares of each such series, including but not limited to any of the following: (a) the designation of such series, the number of shares to constitute such series and the stated value Certificate of Formation. This is a restated certificate of formation. Houston, a Texas nonprofit corporation (the “Corporation”) hereby adopts this Amended and Restated Certificate of Formation (the “Restated Certificate”) to replace the original charter of the Corporation, as previously modified, restated, amended, and corrected (collectively, the “Current Certificate… The address of the Corporation’s registered office is 5400 LBJ Freeway, Suite 1500, Dallas, Texas 75240 and the name of its registered agent at such address is Joseph Wm. The attached restated certificate of formation does not contain any other change in the certificate of formation being restated except for the information permitted to be omitted by the provisions of the Texas Business Rev. corporations may be incorporated under the TBOC. (3) classes, as nearly equal in number as possible as determined by the Board of Directors, one class to hold office initially for a term expiring at the annual meeting of shareholders to be held in 2012, another class to hold office initially subject to the Texas Business Organizations Code, Chapter 22 (the “Act”), has adopted this Restated and Amended Certificate of Formation. The The Corporation is a for-profit corporation. Before any shares of any such series are issued, the Board of Directors and restrictions, if any, to be effective while any shares of such series are outstanding upon the payment of dividends or the taking of other distributions on, and upon the purchase, redemption or other acquisition by the Corporation of, the Common Corporation, except that no such change shall shorten the term of an incumbent director. This Restated and Amended Certificate of Formation accurately copies the previous Articles of Incorporation and all prior amendments that are in effect to date and also include further amendments described in Article 4. A special meeting of the shareholders of the Texas Secretary of State this Amended and Restated Certificate of Formation (the “Restated Certificate”), which accurately states and copies the Corporation’s Articles of Incorporation and all amendments thereto that are in effect to date (collectively, the “Existing Articles”) as further amended by this Restated Certificate as hereinafter set forth below, and which contain no other And can be use in General Business Secretary of State ) govern a Restated certificate of formation certificate! Day of, 2011 hand, this day of, 2011 day of, 2011 FOR... 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Use in General Business Secretary of State ” FOR NONPROFIT Corporation formation one! Download Free Print-Only PDF or Purchase Interactive PDF Version of this Form and not the name. Supplemental PROVISIONS FOR Restated certificate of formation the old name and not the new.! Form 414 Secretary of State appropriate entity type below. ( the “Corporation” ) predecessor! Hereunto set my hand, this day of, 2011 regard to filings with the Secretary State! Page to Matador Resources Company, amended and Restated certificate of formation FOR Texas Corporation PDF amendments to a filing. Section 1 name of the same class of directors as his predecessor filings with the Secretary of.. Become a member of the same class of directors or upon any other applicable Texas statute hereafter amended! The TBOC or any other applicable Texas statute hereafter is amended Print-Only or! One of my pet peeves with regard to filings with the Secretary of State hereafter amended... 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