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EXHIBIT 3.01
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE AND
AGREEMENT OF LIMITED PARTNERSHIP OF
DORCHESTER HUGOTON, LTD.
July 2, 1997
This Certificate of Amendment to Amended and Restated Certificate and
Agreement of Limited Partnership of Dorchester Hugoton, Ltd., a Texas limited
partnership (the "Partnership") is made and adopted on behalf of the Partnership
by P.A. Peak, Inc., a Delaware corporation ("Peak") and Xxxxx X. Xxxxx, Inc., a
Delaware corporation ("Xxxxx"), the General Partners (herein so called) of the
Partnership.
A. The Partnership was originally formed by the filing of a Certificate
and Agreement of Limited Partnership in the office of the Secretary of State of
Texas on June 17, 1982. The original Certificate and Agreement was amended and
restated by that certain Amended and Restated Certificate and Agreement of
Limited Partnership of the Partnership filed in the office of the Secretary of
State of Texas on August 20, 1982 and subsequently amended by Certificates of
Amendment filed in the office of the Secretary of State of Texas on or about
July 30, 1985, October 20, 1987, November 10, 1988, August 3, 1989, April 26,
1990, August 30, 1990, February 15, 1991, December 29, 1994 and August 9, 1995
(as so amended, the "Restated Certificate and Agreement").
B. Effective September 1, 1992, the Partnership became subject to and
thereafter governed by the Texas Revised Limited Partnership Act (the "TRLPA").
C. The General Partners hereby amend the Restated Certificate and
Agreement, as permitted by and in accordance with the TRLPA and Section 11.03 of
the Restated Certificate and Agreement, as follows:
1. Article 2.02 is deleted in entirety and the following is substituted
therefor:
2.02 Principal Office. The principal office of the Partnership is
0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000 - LB 48, Xxxxxxx,
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Xxxxx 00000-0000. The General Partners may change the principal office
of the Partnership and the Limited Partners shall be furnished with
written notice of any such change. The General Partners may establish
such other places of business as they may determine to be in the best
interest of the Partnership.
IN WITNESS WHEREOF, this Certificate of Amendment to Amended and Restated
Certificate and Agreement of Limited Partnership of Dorchester Hugoton, Ltd. has
been executed by the following General Partners on the date(s) indicated below,
to be effective as of the day and year this Certificate of Amendment is filed in
the office of the Secretary of State of Texas.
GENERAL PARTNER:
P.A. PEAK, INC.
DATED: July 3, 1997
By:
-----------------------------------
Xxxxxxx X. Peak, President
Address: 4208 Thanksgiving Tower
0000 Xxx Xxxxxx
Xxxxxx, Xxxxx 00000
GENERAL PARTNER:
XXXXX X. XXXXX, INC.
DATED: July 3, 1997 By:
-------------------------------- -----------------------------------
Xxxxx X. Xxxxx, President
Address: 0000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
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CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE AND
AGREEMENT OF LIMITED PARTNERSHIP OF
DORCHESTER HUGOTON, LTD.
December 15, 1997
This Certificate of Amendment to Amended and Restated Certificate and
Agreement of Limited Partnership of Dorchester Hugoton, Ltd., a Texas limited
partnership (the "Partnership") is made and adopted on behalf of the Partnership
by P.A. Peak, Inc., a Delaware corporation ("Peak") and Xxxxx X. Xxxxx, Inc., a
Delaware corporation ("Xxxxx"), the General Partners (herein so called) of the
Partnership.
A. The Partnership was originally formed by the filing of a Certificate and
Agreement of Limited Partnership in the office of the Secretary of State of
Texas on June 17, 1982. The original Certificate and Agreement was amended and
restated by that certain Amended and Restated Certificate and Agreement of
Limited Partnership of the Partnership filed in the office of the Secretary of
State of Texas on August 20, 1982 and subsequently amended by Certificates of
Amendment filed in the office of the Secretary of State of Texas on or about
July 30, 1985, October 20, 1987, November 10, 1988, August 3, 1989, April 26,
1990, August 30, 1990, February 15, 1991, December 29, 1994, August 9, 1995 and
July 2, 1997 (as so amended, the "Restated Certificate and Agreement").
B. Effective September 1, 1992, the Partnership became subject to and
thereafter governed by the Texas Revised Limited Partnership Act (the "TRLPA").
C. The General Partners hereby amend the Restated Certificate and
Agreement, as permitted by and in accordance with the TRLPA and Section 11.03 of
the Restated Certificate and Agreement, as follows:
1. Effective January 1, 1998 Section 3.08(a) of the Restated Certificate
and Agreement is hereby amended in its entirety to read as follows:
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3.08 Compensation of General Partners.
(a) Subject to the provisions of Section 3.08(b) below, the General
Partners shall be entitled to receive reasonable compensation from the
Partnership for services rendered in operating and managing the
Partnership in an annual aggregate amount equal to $350,000 plus one
percent (1%) of Gross Income, or such lesser amount as the General
Partners may from time to time determine is appropriate. The
compensation payable to the General Partners under this Section 3.08(a)
shall be divided among the General Partners equally or as they may
otherwise mutually agree. For purposes of this Section, the term "Gross
Income" shall mean the annual gross income of the Partnership from the
Partnership Properties.
IN WITNESS WHEREOF, this Certificate of Amendment to Amended and Restated
Certificate and Agreement of Limited Partnership of Dorchester Hugoton, Ltd. has
been executed by the following General Partners on the date(s) indicated below,
to be effective as of the day and year this Certificate of Amendment is filed in
the office of the Secretary of State of Texas.
GENERAL PARTNER:
P.A. PEAK, INC.
DATED: December 10, 1997
By:
------------------------------
Xxxxxxx X. Peak, President
Address: 4208 Thanksgiving Tower
0000 Xxx Xxxxxx
Xxxxxx, Xxxxx 00000
GENERAL PARTNER:
XXXXX X. XXXXX, INC.
DATED: December 10, 1997
By:
------------------------------
Xxxxx X. Xxxxx, President
Address: 0000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
