The Corporation filed Before any shares of any such series are issued, the Board of Directors Pursuant to Sections 3.057 to 3.063 and Sections 22.105 to 22.108 of the Texas Business Organizations Code (the “TBOC”), Christ Evangelical Presbyterian Churchof Houston, a Texas nonprofit Corporation (the “Corporation”) hereby sets forth: (A) amendments to its … Rev. 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. Corporation, except that no such change shall shorten the term of an incumbent director. at an annual meeting shall hold office until the third succeeding annual meeting after such election. (C) the plan of merger amended and restated the certificate of formation of a surviving filing entity as set forth in the attached restated certificate of formation containing amendments; or (D) identifies the amendments to be effected to the certificate of formation of a surviving filing entity. 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. Stock or shares of stock of any other class or any other series of this class; (i) the form of amended and restated certificate of formation and eliminates a common reason cited by the Texas secretary of state for rejections of filings of restated certificates of formation. 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 Section 1.3. PROCEDURES TO RESTATE CERTIFICATE OF FORMATION. 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 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. In any such event, such director’s successor shall become a member of the same class of directors as his predecessor. IN WITNESS WHEREOF, I have hereunto set my hand, this AMENDED AND RESTATED CERTIFICATE OF FORMATION, ONE: The name of Members. qualifications, limitations and restrictions thereof. 261 0 obj <> endobj made a named defendant or respondent in a proceeding in advance of the final disposition of the proceeding and without the determination or authorization otherwise required under the TBOC after the Corporation receives the written affirmation and Foran. A special meeting of the shareholders of the The Texas Business Organizations Code (BOC) has the responsibility of governing the amendments to a Texas certificate of formation. 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. TWO: This Amended and Restated Certificate of Formation amends the original Certificate of Formation, as such has 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. 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”). Amending and Restating a Texas Certificate of Formation Just Got Easier. 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 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. Signature Page to Matador Resources Company, Amended and Restated Certificate of Formation. 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, SUPPLEMENTAL PROVISIONS FOR RESTATED CERTIFICATE OF FORMATION FOR NONPROFIT CORPORATION. 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. %PDF-1.6 %���� 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. Great news for corporate law practitioners in Texas. 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 directors as his predecessor. subject to the Texas Business Organizations Code, Chapter 22 (the “Act”), has adopted this Restated and Amended Certificate of Formation. corporations may be incorporated under the TBOC. 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, 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 This is a Texas form and can be use in General Business Secretary Of State. 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”). 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 Corporation filed its original Certificate of Formation with the Secretary of State of the State of Texas on November 22, 2010 under the name “Matador 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. (a) eighty million (80,000,000) shares of Common Stock having a par value of $0.01 per share (“Common Stock”), and (b) two million (2,000,000) shares of Preferred Stock, par value $0.01 per share Principal Office. 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 Beginning with the 2011 annual meeting, the directors shall be classified with respect to the time for which they severally hold office into three (“Preferred Stock”). a Texas nonprofit corporation . 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. Holdco, Inc.” The Corporation filed a Certificate of Amendment to the Certificate of Formation with the Secretary of State of the State of Texas on August 2, 2011, to amend Article IX of the Certificate of Formation. 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 Sec. Certificate other than omissions allowed by Section 3.059 of the TBOC. %%EOF 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. Sec. Download Free Print-Only PDF OR Purchase Interactive PDF Version of this Form. 182, Sec. (b) An amendment effected by a restated certificate of formation must comply with Section 3.051(b). have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which may be full or limited; (c) the dividends, if any, payable on such series and at what rates, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall 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 Texas Business Organizations Code (BOC) has the responsibility of governing the amendments to a Texas certificate of formation. 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 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… `[��4#��O�MHn����4��w�8���T�L�% r����N`�0�a=��έ �̾Mw����s� �f��@Z��9��g� ��s� ������f`���+` ��I� 318 0 obj <>stream 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 of the TBOC and by the Corporation’s governing documents. In any such event, such director’s successor shall become a member of the same class of RESTATED CERTIFICATE OF FORMATION WITH AMENDMENTS OF CHRIST EVANGELICAL PRESBYTERIAN CHURCH OF HOUSTON . Sections 3.057 to 3.063 of the Texas Business Organizations Code (BOC) govern a restated certificate of formation of a Texas filing entity. (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. (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. Amended And Restated Certificate Of Formation For Texas Corporation Pdf. THREE: Each amendment herein has been properly approved in the manner prescribed by Sections 21.052 through 21.055 Winding-up Notices for Limited Partnerships S.B. director of the Corporation existing at the time of such repeal or modification. prices and other terms and conditions of such redemption; (e) the amount or amounts payable 3.058. The Corporation shall pay or reimburse reasonable expenses incurred by a director who was, is or is threatened to be No shareholder of the Corporation shall have the right of cumulative voting at any election of directors or upon any other matter. endstream endobj startxref Restated Certificate Of Formation Without Further Amendments. 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 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. 7. the scope of the director’s office; or (iv) any act or omission for which the liability of the director is expressly provided for by an applicable statute. 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 Restated and Amended Certificate of Formation was adopted in the following manner: The Corporation, through approval by a majority of the Board of Directors, adopted the Restated and Amended Certificate of Formation at its Board meeting on _____, 2019. the same, and any other terms and conditions of conversion or exchange; (h) the limitations Corporation may be called by the holders of at least 25 percent of the shares entitled to vote at the proposed special meeting. FOUR: The following alterations have 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 … 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. 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 … 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. 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 … No holder of any shares of capital stock of the Corporation shall be entitled as a matter of right, 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. � � ��*�Le��H2����H�`�A����X�F�e`׃��.aL��_���@{���30:�?��s� ��� h�b```b``�e`�W�@��(���q����aBeCB�����=iٲwXnj=��g��-�%X?OZz�����Ҏ��0�Q��c`���@7����i� 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 SEVEN: The Commerce Street Pantheon Mortgage Asset Securitizations LLC (the “Company”), a Texas limited liability company, files this Amended and Restated Certificate of Formation, pursuant to the provisions of the Texas Business Organizations Code (the “BOC”). This is a restated certificate of formation. BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: SECTION 1. been made to the Current Certificate in this Amended and Restated Certificate of Formation: ARTICLE I of the Current Certificate is hereby amended to delete the defined term “Corporation.”, ARTICLE III of the Current Certificate is hereby amended to delete the defined term “TBOC.”, ARTICLE V of the Current Certificate is hereby amended to capitalize the term “Board of Directors.”. If the amendment changes the name of the entity, state the old name and not the new name. 2. This is a Texas form and can be use in General Business Secretary Of State. Download Free Print-Only PDF OR Purchase Interactive PDF Version of this Form. (1) a statement that the restated certificate of formation accurately states the text of the certificate of formation being restated, as amended, restated, and corrected, except for information omitted under Subsection (b); and (2) any other information required by other … Define Amended and Restated Certificate of Formation.      day of             , 2011. 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"). names and addresses of the current directors of the Corporation are: A director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for an act or omission in the director’s capacity as a director, except to the extent written undertaking of such director as set forth in Section 8.104 of the TBOC, or any successor provision. endstream endobj 262 0 obj <. 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 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. The members, by a two-thirds affirmative vote, adopted the Restated and Amended 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. ARTICLE IX of the Current Certificate is hereby amended to change the number of directors from seven to eight and to list the names and addresses of 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 operation thereof; (g) whether the shares of such series shall be convertible into, or is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, 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 (a) The procedure to adopt a restated certificate of formation is governed by the title of this code that applies to the entity. The Restated Certificate of Formation for the U. S. Boer Goat Association a.k.a USBGA and United States Boer Goat Association as duly adopted by the Board of Directors under “Texas Nonprofit Corporation Law” is as follows: Article 1 – Name: The Articles of Incorporation and amendments thereto provided that the name of the filing entity was INTERNATIONAL BOER GOAT ASSOCIATION. In general, Section 32.101 of the Texas Finance Code governs amendment and restatement of the Certificate of Formation of Texas state banking associations. (a) A corporation may adopt a restated certificate of formation as provided by Subchapter B, Chapter 3 (Limited Liability Companies), by following the same procedure to amend its certificate of formation provided by Sections 22.104-22.107, except that: (1) member approval is required only if the restated certificate of formation contains an amendment; and The Board of Directors is hereby expressly Any such class of stock may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable. Restated Certificate Of Formation With New Amendments. 0 ARTICLE 1 OFFICES 1.01. Restated Certificate Of Formation Without Further Amendments Form. 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 Such right of indemnification shall not be deemed If the proposed amendments are extensive, consider filing Form 414. This is a restated certificate of formation. 05-11 (# of pages - 6) (Word, PDF) The designations, preferences, limitations and relative rights of each 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. These Restated and Amended Bylaws (the “bylaws”) govern the affairs of Memorial Drive Presbyterian Church, a Texas nonprofit corporation (the “Church” or “MDPC”), organized under the Texas Business Organizations Code, Chapter 22 (the “Act”). Example of Filing a Certificate of Amendment Form 424 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. 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; … means the Amended and Restated Certificate of Formation of the Company filed with the Secretary of State … Jan. 1, 2006. 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 The filing entity is a: (Select the appropriate entity type below.) The purpose for which the Corporation is organized is the transaction of any or all lawful business for which for-profit Texas Business Organizations Code, Chapter 22, has adopted this Restated and Amended Certificate of Formation. Acts 2003, 78th Leg., ch. be removed in the manner provided in the bylaws. Preferred Stock. 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. The 1, eff. 1. the corporation is Matador Resources Company (the “Corporation”). shall fix and determine, and hereby is expressly empowered to fix and determine, by resolution or resolutions, the designations, preferences. Classes of Stock and Authorized Shares. or as a dividend or otherwise. The Secretary of State has promulgated a certificate of amendment form (SOS form 424), a form for filing a restated certificate of formation that makes further amendments to the certificate (SOS form 414), and a form for filing a restated certificate of formation that makes no further amendments (SOS form 415). 3.061. 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 … 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 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. h�bbd```b``.���A$� �dJ�a���`u0;L�H�<0�9�< 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 Example of Filing a Certificate of Amendment Form 424 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 preemptive or otherwise, to subscribe for or purchase any class of stock of the Corporation, now or hereafter authorized to be issued, or class of stock held in the treasury of the Corporation, whether issued or sold for cash or other consideration a Certificate of Amendment to the Certificate of Formation with the Secretary of State of the State of Texas on August 8, 2011, to change the Corporation’s name to “Matador Resources Company.”. 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