SECOND
RESTATED ARTICLES OF INCORPORATION
OF
HALLADOR
ENERGY COMPANY
Hallador Energy
Company (the “Corporation”), a corporation organized and existing under Colorado
law, does hereby certify that the board of directors of the Corporation (the
“Board of Directors”) and the shareholders of the Corporation adopted these
Second Restated Articles of Incorporation (the “Articles”) by resolutions
receiving the affirmative vote of the holders of a majority of the shares
entitled to vote thereon. The number of shares voted for the
amendment was sufficient for approval. These Articles restate and
supersede the original Articles of Incorporation, the Restated Articles of
Incorporation and all amendments thereto.
ARTICLE
I.
The
name of the Corporation shall be Hallador Energy Company.
ARTICLE
II.
The
term for which the Corporation is to exist is perpetual.
ARTICLE
III.
(a) The
purpose of the Corporation is to engage in any lawful act or activity for which
a corporation may be organized under the laws of Colorado.
(b)
The Corporation
shall have and may exercise all of the rights, powers and privileges now or
hereafter conferred upon corporations organized under the laws of
Colorado.
ARTICLE
IV.
(a) The
aggregate number of shares of capital stock which the Corporation is authorized
to issue is 110,000,000 shares, consisting of 100,000,000 shares of common
stock, par value $0.01, and 10,000,000 shares of preferred stock, par value
$0.10, issuable in series.
(b)
The Board of
Directors is authorized, subject to limitations prescribed by Colorado law and
the provisions of this
Article IV
to
divide the preferred stock into series and fix and determine the relative rights
and preferences of the shares of any series so established.
(c)
The authority of
the Board of Directors with respect to each series shall include, but not be
limited to, determination of the following:
(i)
The number of
shares constituting that series and the distinctive designation of that
series;
(ii)
The divided rate on
the shares of that series, the time of payment of dividends, whether dividends
shall be cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of that
series;
(iii)
Whether shares of
that series shall having voting powers, in addition to the voting powers
provided by law, and, if so, the terms of such voting powers;
(iv)
Whether shares of
that series shall have conversion privileges, and, if so, the terms and
conditions on which such shares may be converted, including provision for
adjustment of the conversion rate in such events as the Board of Directors shall
determine;
(v)
Whether or not the
shares of that series shall be redeemable, and, if so, the terms and conditions
of such redemption, including the date or dates upon or after which they shall
be redeemable, and the redemption price, which amount may vary under different
conditions and at different redemption rates;
(vi)
Whether that series
shall have a sinking fund for the redemption or purchase of shares of that
series, and, if so, the terms and amount of such sinking fund;
(vii)
The rights of the
shares of that series in the event of voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, and the relative rights of
priority, if any, of payment of shares of that series; and
(viii)
Any other relative
rights, preferences and limitations of that series.
Any of the voting
powers, designations, preferences, rights and qualifications, limitations or
restrictions of any such series of preferred stock may be made dependent upon
facts ascertainable outside these Articles or of any amendment hereto, or
outside the resolution or resolutions providing for the issue of such stock
adopted by the Board of Directors pursuant to authority expressly vested in it
by these provisions, provided that such facts and the manner in which such facts
shall operate upon the voting powers, designations, preferences, rights and
qualifications, limitations or restrictions of such series of stock are clearly
and expressly set forth in the resolution or resolutions providing for the issue
of such stock adopted by the Board of Directors.
(d)
Each shareholder of
record shall have one vote for each share of common stock standing in his name
on the books of the Corporation and entitled to vote. Cumulative
voting shall not be allowed in the election of directors or for any other
purpose.
(e)
At all meetings of
shareholders, one-third of the shares entitled to vote at such meeting
represented in person or by proxy shall constitute a quorum, and at any meeting
at which a quorum is present, the affirmative vote of a majority of the shares
represented at such meeting and entitled to vote on the subject matters shall be
the act of the shareholders; except that the following actions shall require the
affirmative vote or concurrence of the holders of at least a majority of all of
the outstanding shares of the Corporation entitled to vote
thereon: (1) adopting an amendment or amendments to these
Articles, (2) lending money to, guaranteeing the obligations of or
otherwise assisting any of the directors of the Corporation,
(3) authorizing the sale, lease, exchange or other disposition of all or
substantially all of the property and assets of the Corporation, with or without
its goodwill, not in the usual and regular course of business,
(4) approving a plan of merger or consolidation, (5) adopting a
resolution submitted by the Board of Directors to dissolve the Corporation, and
(6) adopting a resolution submitted by the Board of Directors to revoke
voluntary dissolution proceedings.
(f)
Any action required
or permitted under Colorado law to be taken by the shareholders may be taken by
the shareholders without a meeting as evidenced by the written consent of the
shareholders holding at least a majority of all of the outstanding shares of the
Corporation entitled to vote thereon, unless a greater percentage is required by
Colorado law or these Articles.
(g)
The Board of
Directors may from time to time distribute to the shareholders in partial
liquidation, out of either stated capital or capital surplus of the Corporation,
a portion of its assets, in cash or property, subject to the limitations
contained in the statutes of Colorado.
ARTICLE
V.
(a) The
Corporation shall have the right to indemnify any person to the fullest extent
allowed by the laws of Colorado.
(b)
A director of the
Corporation shall not be personally liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director’s duty of loyalty
to the Corporation or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for acts specified in Section 7-108-403 of the Colorado
Business Corporation Act, or (iv) for any transaction from which the
director directly or indirectly derived an improper personal
benefit. If the Colorado Business Corporation Act is amended after
approval by the shareholders of this Article to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Colorado Business Corporation Act, as so
amended.
(c)
Any repeal or
modification of the foregoing paragraph by the shareholders of the Corporation
shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.
ARTICLE
VI.
The
registered agent of the Corporation shall be Victor P. Stabio and the office of
its registered office shall be:
1660 Lincoln
Street, Suite 2700
Denver, Colorado
80264
ARTICLE
VII.
The
address of the Corporation’s principal place of business shall be:
1660 Lincoln
Street, Suite 2700
Denver, Colorado
80264
ARTICLE
VIII.
The
number of directors of the Corporation shall be not less than three nor more
than fifteen, as determined from time to time by the Board of
Directors.
ARTICLE
IX.
No
holder of any shares of any class of stock of the Corporation shall, as such
holder, have any preemptive or preferential right to receive, purchase, or
subscribe to (1) any unissued or treasury shares of any class of stock,
whether now or hereafter authorized, of the Corporation, (2) any
obligations, evidences of indebtedness, or other securities of the Corporation
convertible into or exchangeable for, or carrying or accompanied by any rights
to receive, purchase, or subscribe to, any such unissued or treasury shares,
(3) any warrant or option for the purchase of, any of the foregoing
securities, or (4) any other securities that may be issued or sold by the
Corporation, other than such (if any) as the Board of Directors of the
Corporation, in its sole and absolute discretion, may determine from time to
time.
IN
WITNESS WHEREOF, the Corporation has caused this Second Restated Articles of
Incorporation to be executed by its duly authorized officer as of this 23rd day
of December 2009.
Victor P. Stabio, Chief Executive
Officer
Teressa Jones, Assistant
Secretary
