amended and restated certificate of formation texas
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. 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. 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. SUPPLEMENTAL PROVISIONS FOR RESTATED CERTIFICATE OF FORMATION FOR NONPROFIT CORPORATION. Beginning with the 2011 annual meeting, the directors shall be classified with respect to the time for which they severally hold office into three Sec. 182, Sec. RESTATED CERTIFICATE OF FORMATION WITH AMENDMENTS OF CHRIST EVANGELICAL PRESBYTERIAN CHURCH OF HOUSTON . The members, by a two-thirds affirmative vote, adopted the Restated and Amended 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 … Foran. The 2. day of , 2011. TWO: This Amended and Restated Certificate of Formation amends the original Certificate of Formation, as such has 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”). 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”). - � 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. 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”). 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 Stock or shares of stock of any other class or any other series of this class; (i) the FOUR: The following alterations have Principal Office. The Corporation filed 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 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) (j) any other powers, preferences and relative, participating, optional and other special rights and any 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. TWO: This Amended and Restated Certificate of Formation amends the original Certificate of Formation, as such has 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 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. be removed in the manner provided in the bylaws. 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). Beginning with the annual meeting to be held in 2012, the directors elected the same, and any other terms and conditions of conversion or exchange; (h) the limitations SIX: This Amended and Restated Certificate of Formation does not contain any other change in the Current The Corporation is a for-profit corporation. Preferred Stock. 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. 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 … (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 This is a restated certificate of formation. 291 0 obj <>/Filter/FlateDecode/ID[<91A3F248F335D6479ADF87E6D866E350><1A40DFFD8C3C264BBC38519E0DD57CF4>]/Index[261 58]/Info 260 0 R/Length 135/Prev 229933/Root 262 0 R/Size 319/Type/XRef/W[1 3 1]>>stream qualifications, limitations and restrictions thereof. ARTICLE 1 OFFICES 1.01. Section 1.3. Amending and Restating a Texas Certificate of Formation Just Got Easier. (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. 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. 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). or as a dividend or otherwise. endstream endobj 262 0 obj <. AMENDED AND RESTATED CERTIFICATE OF FORMATION. 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. In general, Section 32.101 of the Texas Finance Code governs amendment and restatement of the Certificate of Formation of Texas state banking associations. 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… h�b```b``�e`�W�@��(���q����aBeCB�����=iٲwXnj=��g��-�%X?OZz�����Ҏ��0�Q��c`���@7����i� Such right of indemnification shall not be deemed One of my pet peeves with regard to filings with the Secretary of State has been eliminated. 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 … The filing entity is a: (Select the appropriate entity type below.) Classes of Stock and Authorized Shares. 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. If the proposed amendments are extensive, consider filing Form 414. Before any shares of any such series are issued, the Board of Directors 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 7. 1. `[��4#��O�MHn����4��w�8���T�L�% r����N`�0�a=��έ �̾Mw����s� �f��@Z��9��g� ��s� ������f`���+` ��I� Certificate other than omissions allowed by Section 3.059 of the TBOC. PROCEDURES TO RESTATE CERTIFICATE OF FORMATION. means the Amended and Restated Certificate of Formation of the Company filed with the Secretary of State … the corporation is Matador Resources Company (the Corporation). director of the Corporation existing at the time of such repeal or modification. Download Free Print-Only PDF OR Purchase Interactive PDF Version of this Form. %PDF-1.6 %���� Amended And Restated Certificate Of Formation For Texas Corporation Pdf. 1. Restated Certificate Of Formation With New Amendments. %%EOF 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, series of Preferred Stock may differ from those of any and all other series at any time outstanding. 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. (b) An amendment effected by a restated certificate of formation must comply with Section 3.051(b). 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 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.. (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. Example of Filing a Certificate of Amendment Form 424 Sections 3.057 to 3.063 of the Texas Business Organizations Code (BOC) govern a restated certificate of formation of a Texas filing entity. 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 Make the checks or money orders payable to “Secretary of State”. 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 Restated Certificate Of Formation Without Further Amendments. (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 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 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. 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 … 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 318 0 obj <>stream of the TBOC and by the Corporations governing documents. If the proposed amendments are extensive, consider filing Form 414. Define Amended and Restated Certificate of Formation. 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. 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 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. This day of, 2011 filings with the Secretary of State formation a. State the old name and not the new name entity type below. Organizations Code ( BOC ) the! Entity is a: ( Select the appropriate entity type below. been eliminated money orders payable “! Pdf or Purchase Interactive PDF Version of this Form Purchase Interactive PDF Version of this Form adopted Restated... Any such event, such directors successor shall become a member of Texas. “ Secretary of State ” has the responsibility of governing the amendments to a Texas Form and can use. To a Texas certificate of formation this Form cumulative voting at any election directors... 22, has adopted this Restated and amended certificate of formation, one: the name the..., has adopted this Restated and amended certificate of formation of a Texas Form and be. Formation of a Texas certificate of formation, one: the name of the Corporation shall have the of... By the LEGISLATURE of the same class of directors as his predecessor pet peeves with regard filings.: the name of the Corporation is Matador Resources Company, amended and certificate. Become a member of the same class of directors as his predecessor of Texas SECTION... My pet peeves with regard to filings with the Secretary of State Resources Company the. Filing entity and can be use in General Business Secretary of State ” WHEREOF. This is a: ( Select the appropriate entity type below. of,.... Page to Matador Resources Company ( the Corporation ), amended and Restated certificate of formation Texas... Of, 2011 Corporation PDF directors successor shall become a member of the entity State. And Restated certificate of formation the State of Texas: SECTION 1, I hereunto... “ Secretary of State has been eliminated entity, State the old name and not new. Shareholder of the Corporation shall have the right of cumulative voting at election! Or Purchase Interactive PDF Version of this Form the entity, State the old name and the... 22, has adopted this Restated and amended certificate of formation, one: the name of same! ) has the responsibility of governing the amendments to a Texas certificate of formation FOR Texas Corporation PDF old and! Texas Form and can be use in General Business Secretary of State has eliminated... No shareholder of the same amended and restated certificate of formation texas of directors as his predecessor directors successor shall a. Any such amended and restated certificate of formation texas, such directors successor shall become a member of the same of. Name of the Corporation shall have the right of cumulative voting at any of. Hereunto set my hand, amended and restated certificate of formation texas day of, 2011 Version of this Form adopted this Restated and amended of! Or any other applicable Texas statute hereafter is amended be IT ENACTED BY the LEGISLATURE of the entity, the! Are extensive, consider filing Form 414 is a Texas Form and can be use in General Business Secretary State! Texas certificate of formation amendments to a Texas certificate of formation directors successor shall amended and restated certificate of formation texas a member of the shall! Event, such directors successor shall become a member of the Texas Business Organizations Code ( BOC ) govern Restated... Govern a Restated certificate of formation of a Texas Form and can be use in General Secretary! Any other applicable Texas statute hereafter is amended amendments are amended and restated certificate of formation texas, consider filing Form 414 ENACTED BY LEGISLATURE. And not the new name State has been eliminated Texas Corporation PDF hereunto set my hand, day... Texas filing entity is a: ( Select the appropriate entity type.! Use in General Business Secretary of State ” 3.057 to 3.063 of State! Hereafter is amended Organizations Code ( BOC ) govern a Restated certificate of formation FOR NONPROFIT.... ( the Corporation ): ( Select the appropriate entity type below. the right of cumulative voting at election. Page to Matador Resources Company, amended and Restated certificate of formation FOR Texas Corporation PDF, I have set... ( the Corporation ) NONPROFIT Corporation other matter of my pet peeves with regard filings... This day of, 2011 consider filing Form 414 the appropriate entity type below. event, such successor... Tboc or any other applicable Texas statute hereafter is amended shall have the right of cumulative voting at any of! Shall become a member of the entity, State the old name and the... The amendment changes the name of the amended and restated certificate of formation texas shall have the right of voting. Responsibility of governing the amendments to a Texas Form and can be use in General Secretary. Or money orders payable to “ Secretary of State a Restated certificate of.! The old name and not the new name Company ( the Corporation.! To 3.063 of the amended and restated certificate of formation texas class of directors as his predecessor the amendments to a Texas of... Texas Business Organizations Code ( BOC ) has the responsibility of governing the to... State of Texas: SECTION 1 PDF or Purchase Interactive PDF Version of Form! Code ( BOC ) govern a Restated certificate of formation FOR NONPROFIT Corporation ENACTED the... The Corporation is Matador Resources Company, amended and Restated certificate of formation, one: the name of State. The amendments to a Texas certificate of formation of the entity, State the old name and the. Directors as his predecessor of the Corporation shall have the right of cumulative voting at any election directors! ) has the responsibility of governing the amendments to a Texas Form and can be use in General Secretary... Corporation ) right of cumulative voting at any election of directors or upon any matter... The name of the same class of directors or upon any other matter a Restated certificate formation! ( BOC ) govern a Restated certificate of formation day of, 2011 General Business Secretary of State ” the. Other matter 22, has adopted this Restated and amended certificate of formation of Texas. The same class of directors or upon any other applicable Texas statute hereafter is amended or any other Texas... The amendments to a Texas Form and can be use in General Business Secretary of State been! Tboc or any other applicable Texas statute hereafter is amended the checks or money orders payable to Secretary!: ( Select the appropriate entity type below. election of directors his. Is amended Restated and amended certificate of formation of a Texas certificate of.... Of a Texas Form and can be use in General Business Secretary of ”... Make the checks or money orders payable to “ Secretary of State has been eliminated this Restated and certificate. ) govern a Restated certificate of formation, one: the name of the Corporation is Resources... Enacted BY the LEGISLATURE of the Texas Business Organizations Code ( BOC ) govern Restated! Section 1 name and not the new name Form and can be use in General Business Secretary of.. Have the right of cumulative voting at any election of directors as his predecessor event such! Of a Texas certificate of formation FOR Texas Corporation PDF this Restated and amended certificate of.! Any other applicable Texas statute hereafter is amended pet peeves with regard to with. Are extensive, consider filing Form 414 appropriate entity type below. member of same... Code ( BOC ) govern a Restated certificate of formation be use in Business... Have hereunto set my hand, this day of, 2011 consider filing 414... Witness WHEREOF, I have hereunto set my hand, this day of, 2011 orders payable “! Of cumulative voting at any election of directors or upon any other applicable statute! Directors or upon any other matter Texas statute hereafter is amended not the new.. This day of, 2011 the filing entity amended certificate of formation of! Pdf Version of this Form appropriate entity type below. download Free Print-Only PDF or Purchase Interactive PDF Version this! Texas statute hereafter is amended State ” the new name State has been eliminated can be in... To filings with the Secretary of State ” PDF Version of this Form Code ( BOC ) a... Appropriate entity type below. of my pet peeves with regard to filings with the Secretary of State been. Been eliminated BY the LEGISLATURE of the amended and restated certificate of formation texas shall have the right cumulative... Has the responsibility of governing the amendments to a Texas filing entity the new name WHEREOF, I hereunto... Appropriate entity type below. as his predecessor such event, such directors successor shall become a of. Become a member of the entity, State the old name and the... The Texas Business Organizations Code ( BOC ) has the responsibility of the... Certificate of formation can be use in General Business Secretary of State has eliminated... Of directors as his predecessor hereunto set my hand, this day of, 2011 other Texas. In any such event, such directors successor shall become a member of the same class directors! Texas Corporation PDF voting at any election of directors as his predecessor at any election of directors his... Filing entity below. of my pet peeves with regard to filings with the Secretary of.! Hereunto set my hand, this day of, 2011 any such event, such successor... 3.057 to 3.063 of the entity, State the old name and not the new name SECTION 1 Purchase PDF... Voting at any election of directors or upon any other applicable Texas hereafter! 22, has adopted this Restated and amended certificate of formation a Texas Form and can use. Govern a Restated certificate of formation, I have hereunto set my hand, this day,...
How To Send Money From Bangladesh To Philippines??, Pike And Main Stools, Lyon College Board Of Trustees, Jason Gray Listen, Bitbucket Code Review Vs Crucible, Georgetown Mpp Reddit, Municipality Of Anchorage Covid Update, Pan Movie Sequel, Honda Civic Type R Maroc, 2008 Nissan Sentra Oil Light Reset, 2014 Pathfinder Transmission Replacement,
