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EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
OF
SYNERGY RESOURCES CORPORATION
Synergy Resources Corporation, a corporation organized and existing under
the laws of the State of Colorado (the "Corporation"), hereby certifies that
these restated Articles of Incorporation restate the existing terms of the
Articles of Incorporation of the Corporation and have been duly approved by the
Board of Directors of the Corporation without the necessity of shareholder
approval pursuant to Section 7-110-107 of the Colorado Business Corporation Act.
ARTICLE I. Name: The name of the Corporation is Synergy Resources Corporation.
ARTICLE II. Duration. The Corporation shall have perpetual duration.
ARTICLE III. Capital Structure.
Section 1. Authorized Capital. The total number of shares of all classes
which the Corporation shall have authority to issue is 210,000,000 of which
10,000,000 shall be Preferred Shares, par value $.01 per share, and 200,000,000
shall be Common Shares, par value $.001 per share, and the designation,
preferences, limitations and relative rights of the shares of each class are as
set forth below.
Section 2. Preferred Shares. Shares of Preferred Stock may be divided into
such series as may be established, from time to time, by the Board of Directors.
The Board of Directors, from time to time, may fix and determine the designation
and number of shares of any series and the relative rights and preferences of
the shares of any series so established as to distinguish the shares thereof
from the shares of all other series. The Board of Directors is also authorized,
within limits and restrictions stated in any resolution or resolutions of the
Board of Directors originally fixing the number of shares constituting any such
series, to increase or decrease (but not below the number of shares of any such
series then outstanding) the number of shares of any such series subsequent to
the issue of shares of that series.
Section 3. Common Shares.
A. The rights of holders of Common Shares to receive dividends or
share in the distribution of assets in the event of liquidation,
dissolution or winding up of the affairs of the Corporation shall be
subject to the preferences, limitations and relative rights of the
Preferred Shares fixed in the resolution or resolutions which may be
adopted from time to time by the Board of Directors of the Corporation
providing for the issuance of one or more series of the Preferred Shares.
B. The holders of the Common Shares shall be entitled to one vote for
each Common Share held by them of record at the time for determining the
holders thereof entitled to vote.
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ARTICLE IV. Voting by Shareholders
Section 1. Cumulative Voting. Cumulative voting shall not be allowed in the
election of directors of the Corporation and every shareholder entitled to vote
at such election shall have the right to vote the number of shares owned by him
for as many persons as there are directors to be elected, and for whose election
he has a right to vote.
Section 2. Denial of Preemptive Rights. No shareholder of the Corporation
shall by reasons of his holding shares of any class or series have any
preemptive or preferential rights to purchase or subscribe to any shares of any
class or series of the Corporation now or hereafter to be authorized, or any
notes, debentures, bonds or other securities convertible into or carrying
options or warrants to purchase shares of any class or series now or hereafter
to be authorized, whether or not the issuance of any such shares or notes,
debentures, bonds or other securities would adversely affect the dividend or
voting rights of such shareholder, other than such rights, if any, as the Board
of Directors, in its discretion from time to time, may grant, and at such price
as the Board of Directors, in its discretion, may fix; and the Board of
Directors, if otherwise authorized by the provisions of these Articles of
Incorporation may issue shares of any class or series of the Corporation or any
notes, debentures, bonds or other securities convertible into or carrying
options or warrants to purchase shares of any class or series, without offering
any such shares of any class or series either in whole or in part to the
existing shareholders of any class or series.
Section 3. Action by Written Consent. Any action required or permitted by
the Colorado Business Corporation Act to be taken at a shareholders' meeting may
be taken without a meeting if the shareholders holding shares having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all of the shares entitled to vote thereon
were present and voted, consent to such action in writing.
Section 4. Quorum. The presence of one-third of the votes entitled to be
cast on any matter by a voting group constitutes a quorum of that voting group
for action on the matter.
ARTICLE V. Limitations on Director Liability. To the fullest extent permitted by
the Colorado Business Corporation Act as the same exists or may hereafter be
amended, a director of this Corporation shall not be liable to the Corporation
or its shareholders for monetary damages for breach of fiduciary duty as a
director, so long as such director acted in good faith.
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IN WITNESS WHEREOF, the undersigned has executed these Restated Articles of
Incorporation as of this 14th day of September, 2015.
SYNERGY RESOURCES CORPORATION
By: /s/ William Scaff
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Name: William Scaff
Title: Co-Chief Executive Office