EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
OF
D.R. HORTON, INC.
D.R. Horton, Inc. (the “Corporation”), a corporation organized and existing under the General
Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That on
November 17, 2005, at a meeting of the Board of Directors of the Corporation,
resolutions were adopted proposing and declaring advisable the following amendment to the
Corporation’s Amended and Restated
Certificate of Incorporation, as amended (the
“Amendment”):
RESOLVED, that Article Fourth of the Corporation’s Amended and Restated Certificate of
Incorporation, as amended, be amended to read in its entirety as follows:
“FOURTH: The Corporation shall be authorized to issue two classes of
shares of stock to be designated, respectively, “Preferred Stock” and
“Common Stock”; the total number of shares which the Corporation shall
be authorized to issue is One Billion Thirty Million (1,030,000,000); the total
number of shares of Preferred Stock shall be Thirty Million (30,000,000) and each
such share shall have a par value of ten cents ($.10); and the total number of
shares of Common Stock shall be One Billion (1,000,000,000) and each such share
shall have a par value of one cent ($.01). Shares of Preferred Stock may be issued
from time to time in one or more series. The Board of Directors is hereby
authorized to fix the voting rights, designations, powers, preferences and relative,
participating, optional or other rights, if any, and the qualifications, limitations
or restrictions thereof, of any wholly unissued series of Preferred Stock, and to
fix the number of shares constituting such series, and to increase or decrease the
number of shares of any such series (but not below the number of shares thereof then
outstanding).”
SECOND: That upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware, at the Annual Meeting of Stockholders of the Corporation held on
January 26,
2006, a majority of all of the shares entitled to vote at the meeting and a majority of the shares
entitled to vote at the meeting as a class voted in favor of the Amendment.
THIRD: That said Amendment was duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by Donald R.
Horton, its Chairman of the Board, and attested by Thomas B. Montano, an Assistant Secretary, this
31st day of January 2006.
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D.R. Horton, Inc.
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By: |
/s/ Donald R. Horton
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Donald R. Horton, |
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Chairman of the Board |
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ATTEST: |
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Thomas B. Montano, |
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Assistant Secretary |
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D.R. Horton, Inc., a corporation organized and existing under the General Corporation Law of
the State of Delaware, DOES HEREBY CERTIFY THAT:
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The present name of the corporation is D.R. Horton, Inc. |
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The amendment and restatement of the corporation’s Certificate of Incorporation as set
forth in Section III below have been duly adopted in accordance with the provisions of Section 242
and 245 of the General Corporation Law of the State of Delaware. |
The provisions set forth below supersede the corporation’s original Certificate of
Incorporation, all amendments thereto and all restatements thereof and constitute the Amended and
Restated
Certificate of Incorporation of the corporation:
FIRST: The name of the corporation (the “Corporation”) is D.R. Horton, Inc.
SECOND: The address of the Corporation’s registered office in the State of Delaware is 1209
Orange Street, City of Wilmington, County of New Castle,
Delaware 19801. The name of the
Corporation’s registered agent at such address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of Delaware.
FOURTH: The Corporation shall be authorized to issue two classes of shares of stock to be
designated, respectively, “Preferred Stock” and “Common Stock”; the total number of shares which
the Corporation shall be authorized to issue is One Hundred Twenty Million (120,000,000); the total
number of shares of Preferred Stock shall be Twenty Million (20,000,000) and each such share shall
have a par value of ten cents ($.10); and the total number of shares of Common Stock shall be One
Hundred Million (100,000,000) and each such share shall have a par value of one cent ($.01). Shares
of Preferred Stock may be issued from time to time in one or more series. The Board of Directors is
hereby authorized to fix the voting rights, designations, powers, preferences and relative,
participating, optional or other rights, if any, and the qualifications, limitations or
restrictions thereof, of any wholly unissued series of Preferred Stock; and to fix the number of
shares constituting such series, and to increase or decrease the number of shares of any such
series (but not below the number of shares thereof then outstanding).
FIFTH: Elections of directors shall be by written ballot. Stockholders shall not have the
power to take action by written consent without a meeting of the Corporation’s stockholders.
SIXTH: To the full extent permitted by the General Corporation Law of the State of Delaware or
any other applicable laws presently or hereafter in effect, no director of the Corporation shall be
personally liable to the Corporation or its stockholders for or with respect to any acts or
omissions in the performance of his or her duties as a director of the Corporation. Any repeal or
modification of this Article SIXTH shall not adversely affect any right or protection of a director
of the Corporation existing immediately prior to such repeal or modification.
SEVENTH: Each person who is or was or had agreed to become a director or officer of the
Corporation, or each such person who is or was serving or who had agreed to serve at the written
request of the Board of Directors or an officer of the Corporation as an employee or agent of the
Corporation or as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, in any such case owned or controlled by the Corporation
(including the heirs, executors, administrators or estate of such person), shall be indemnified by
the Corporation to the full extent permitted by the General Corporation Law of the State of
Delaware or any other applicable laws as presently or hereafter in effect; provided, however, that
the Corporation shall not indemnify any person with respect to service as a director, officer,
employee or agent of Provident Bancorp of Texas, Inc. or any subsidiary thereof. Without limiting
the generality or the effect of the foregoing, the Corporation may enter into one or more
agreements with any person which provide for indemnification greater or different than that
provided in this Article SEVENTH. Any repeal or modification of this Article SEVENTH shall not
adversely affect any right or protection existing hereunder immediately prior to such repeal or
modification.
EIGHTH: In furtherance and not in limitation of the rights, powers, privileges and
discretionary authority granted or conferred by the General Corporation Law of the State of
Delaware or other statutes or laws of the State of Delaware, the Board of Directors is expressly
authorized to make, alter, amend or repeal the
bylaws of the Corporation, without any action on the
part of the stockholders, but, subject to Article NINTH of this Amended and Restated Certificate of
Incorporation, the stockholders may make additional
bylaws and may alter, amend or repeal any
bylaw
whether adopted by them or otherwise. The Corporation may in its
bylaws confer powers upon its
Board of Directors in addition to the foregoing and in addition to the powers and authorities
expressly conferred upon the Board of Directors by applicable law.
NINTH: The number of directors which shall constitute the whole Board of Directors shall be as
determined from time to time by resolution of the directors of the Corporation or as specified in a
bylaw of the Corporation adopted by the affirmative vote of not less than sixty-six and two-thirds
percent (66 2/3%) of the total voting power of all outstanding shares of voting stock of the
Corporation. No director may be removed without the affirmative vote of not less than sixty-six and
two-thirds percent (66 2/3%) of the total voting power of all outstanding shares of voting stock of
the Corporation.
TENTH: Special meetings of the stockholders of the Corporation for any purpose or purposes may
be called at any time by the Board of Directors, or by a committee of the Board of Directors which
has been duly designated by the Board of Directors and whose powers and authority, as provided in a
resolution of the Board of Directors, in the
bylaws of the Corporation, or by law, include the
power to call such meetings, but such special meetings may not be called by any other person or
persons; provided, however, that if and to the extent that any special meeting of stockholders may
be called by any other person or persons specified in any provisions of this Amended and Restated
Certificate of Incorporation or any amendment thereto or any certificate filed under Section 151(g)
of the General Corporate Law of the State of Delaware (or its successor statute as in effect from
time to time hereafter), then such special meeting may also be called by the person or persons, in
the manner, at the time and for the purposes so specified.
ELEVENTH: The Corporation reserves the right at any time and from time to time to
amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of
Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in
force may be added or inserted, in the manner now or hereafter prescribed herein or by
applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon
stockholders, directors or any other persons whomsoever by and pursuant to this Amended and
Restated
Certificate of Incorporation in its present form or as hereafter amended are granted
subject to this reservation. Notwithstanding the foregoing, the provisions set forth in Articles
FIFTH, EIGHTH, NINTH, TENTH and this Article ELEVENTH may not be repealed or amended in any respect
unless such repeal or amendment is approved by the affirmative vote of the holders of not less than
sixty-six and two thirds percent
(66 2/3%) of the total voting power of all outstanding shares of
voting stock of this corporation.
IN WITNESS WHEREOF, the corporation has caused this Amended and Restated Certificate of
Incorporation to be signed by Donald R. Horton, its President, and attested by
Alan Jacobs, its
Secretary, this 18th day of March, 1992.
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D.R. HORTON, INC. |
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(Seal)
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By:
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/s/ Donald R. Horton
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Donald R. Horton, President |
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