Attached files
file | filename |
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S-1 - FORM S-1 - ENERGY CORP OF AMERICA | l39163sv1.htm |
EX-3.1 - EX-3.1 - ENERGY CORP OF AMERICA | l39163exv3w1.htm |
EX-3.2 - EX-3.2 - ENERGY CORP OF AMERICA | l39163exv3w2.htm |
EX-3.3 - EX-3.3 - ENERGY CORP OF AMERICA | l39163exv3w3.htm |
EX-3.5 - EX-3.5 - ENERGY CORP OF AMERICA | l39163exv3w5.htm |
EX-4.1 - EX-4.1 - ENERGY CORP OF AMERICA | l39163exv4w1.htm |
EX-21.1 - EX-21.1 - ENERGY CORP OF AMERICA | l39163exv21w1.htm |
EX-23.1 - EX-23.1 - ENERGY CORP OF AMERICA | l39163exv23w1.htm |
EX-10.1 - EX-10.1 - ENERGY CORP OF AMERICA | l39163exv10w1.htm |
EX-10.2 - EX-10.2 - ENERGY CORP OF AMERICA | l39163exv10w2.htm |
EX-23.4 - EX-23.4 - ENERGY CORP OF AMERICA | l39163exv23w4.htm |
Exhibit 3.4
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
ENERGY CORPORATION OF AMERICA
TO
ARTICLES OF INCORPORATION
OF
ENERGY CORPORATION OF AMERICA
Pursuant to the provisions of Section 31, Article 1, Chapter 31 of the West Virginia
Code, the undersigned corporation adopts the following Articles of Amendment to its Articles of
Incorporation, FILED IN DUPLICATE:
FIRST: The name of the corporation is Energy Corporation of America (ECA).
SECOND: The following amendment to the Articles of Incorporation was adopted by the Board of
Directors of the Corporation on the 10th day of December, 1998, in the manner provided
by Section 107(a), Article 1, Chapter 31 of the Code of West Virginia:
Article VI of the Articles of Incorporation of ECA is hereby amended to delete the provisions
of the amendment filed on August 21, 1998 and to substitute in its place following:
(a) A new class of stock is to be created and known as Class A Stock. ECA is authorized
to issue One Hundred Thousand (100,000) shares of said Class A Stock; however, in no event
shall Class A Stock be greater than ten percent (10%) of the total ownership of the
corporation. The newly created Class A Stock shall be in addition to the existing
authorized shares of common stock.
(b) After giving effect to the creation of said Class A Stock, the aggregate number of
shares of stock that ECA has the authority to issue is Two Million One Hundred Thousand
(2,100,000) shares, consisting of Two Million (2,000,000) shares of voting common stock, all
of such shares having a par value of One Dollar ($1.00) per share, and One Hundred Thousand
(100,000) shares of non-voting Class A Stock, all of such shares without par value.
(c) The present stated capital of ECA of Two Million Dollars ($2,000,000) shall remain
unchanged by virtue of this Amendment.
(d) Shares of Class A Stock may be purchased by parties and on terms only as specifically
permitted by the Board of Directors of ECA. The Board of Directors shall administer the
Class A Stock ownership and shall establish the terms, conditions and restrictions of
ownership, which the Board may amend or modify from time to time as necessary or convenient.
(e) Voting power for the election of directors and for all other purposes shall be vested
exclusively in the holders of the common stock and, except as otherwise required by law, the
holders of Class A Stock shall not have any voting power or be entitled to receive any
notice of meetings of stockholders.
(f) The creation of said Class A Stock does not modify or enlarge any employees right to
employment with ECA or its subsidiaries. The purchase of said Class A Stock does not in any
way alter the at-will nature of any employees employment with ECA or its subsidiaries.
Third: The above Amendment was adopted by the stockholders of ECA at a special meeting of said
stockholders held on December 10, 1998. At the time of the adoption of the Amendment, ECA had Six
Hundred Fifty-Eight Thousand Nine Hundred Sixty-Five (658,965) shares of common stock issued and
outstanding, all of which such shares were entitled to vote on the Amendment. The holders of the
common stock were entitled to vote in a class. The resolutions adopting the Amendment received the
affirmative vote of the majority of the shares entitled to vote on such Amendment in the class. ECA
also had Thirteen Thousand Four Hundred Eighty-Nine (13,489) shares of Class A common stock issued
and outstanding, all of which shares were entitled to vote on the amendment. The holders of the
Class A common stock were entitled to vote in a class. The resolutions adopting the Amendment
received the affirmative vote of the majority of the shares entitled to vote on such Amendment in
the class.
We, the undersigned, for the purpose of amending the Articles of Incorporation under the laws
of the State of West Virginia, do hereby file this Amendment to the Articles of Incorporation, and
we accordingly hereunto set our hands this 10th day of December, 1998.
ENERGY CORPORATION OF AMERICA |
||||
By: | /s/ John Mork | |||
John Mork | ||||
Its: | President and Chief Executive Officer | |||
By: | /s/ Donald C. Supcoe | |||
Donald C. Supcoe | ||||
Its: | Secretary |
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