TORTOISE CAPITAL RESOURCES CORPORATION
ARTICLES OF INCORPORATION
THIS IS TO CERTIFY THAT:
The undersigned, H. Kevin Birzer, whose address is 10801 Mastin Boulevard, Suite 222, Overland
Park, Kansas 66210, being at least 18 years of age, does hereby form a corporation under the
general laws of the State of Maryland.
The name of the corporation (the Corporation) is:
Tortoise Capital Resources Corporation
The purposes for which the Corporation is formed are to engage in any lawful act or activity
for which corporations may be organized under the general laws of the State of Maryland as now or
hereafter in force, including, without limitation or obligation, and subject to making an election
under the Investment Company Act of 1940, as amended (the 1940 Act), conducting the business of a
business development company under the 1940 Act.
PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT
The address of the principal office of the Corporation in this State is c/o The Corporation
Trust Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202. The name and address of
the resident agent of the Corporation are The Corporation Trust Incorporated, 300 East Lombard
Street, Baltimore, Maryland 21202. The resident agent is a Maryland corporation.
PROVISIONS FOR DEFINING, LIMITING AND REGULATING CERTAIN POWERS OF THE CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS
Section 5.1 Number, Classification and Election of Directors. The business and
affairs of the Corporation shall be managed under the direction of the Board of Directors. The
number of directors of the Corporation is one, which number may be increased or decreased only by
the Board of Directors pursuant to the Bylaws of the Corporation (the Bylaws), but shall never be
less than the minimum number required by the Maryland General Corporation Law (the MGCL). The
name of the director who shall serve until his successor is duly elected and qualifies is Terry C.
The directors may increase the number of directors and may fill any vacancy, whether resulting
from an increase in the number of directors or otherwise, on the Board of Directors in the manner
provided in the Bylaws.
The Corporation elects, at such time as it becomes eligible to make the election provided for
under Section 3-802(b) of the MGCL, that, except as may be provided by the Board of Directors in
setting the terms of any class or series of Preferred Stock (as hereinafter defined), any and all
vacancies on the Board of Directors may be filled only by the affirmative vote of a majority of the
remaining directors in office, even if the remaining directors do not constitute a quorum, and any
director elected to fill a vacancy shall serve for the remainder of the full term of the
directorship in which such vacancy occurred and until a successor is duly elected and qualifies.
On the first date on which there are at least three directors, the directors (other than any
director elected solely by holders of one or more classes or series of Preferred Stock in
connection with dividend arrearages) shall be classified, with respect to the terms for which they
severally hold office, into three classes as determined by the Board of Directors, with Class I
directors to hold office initially for a term expiring at the first annual meeting of stockholders
subsequent to their election, Class II directors to hold office initially for a term expiring at
the second annual meeting of stockholders subsequent to their election, and Class III directors to
hold office initially for a term expiring at the third annual meeting of stockholders subsequent to
their election, with each director to hold office until her or his successor is duly elected and
qualifies. At each annual meeting of the stockholders, commencing with the first annual meeting of
stockholders subsequent to the classification of directors, the successors to the class of
directors whose term expires at such meeting shall be elected to hold office for a term expiring at
the third succeeding annual meeting of stockholders following the meeting at which they were
elected and until their successors are duly elected and qualify.
Except as otherwise provided in the Bylaws, each director shall be elected by the affirmative
vote of the holders of a majority of the shares of stock outstanding and entitled to vote thereon.
Section 5.2 Extraordinary Actions. Except as specifically provided in Section 5.6
(relating to removal of directors), and in Section 7.2 (relating to certain actions and
certain amendments to the Charter (as defined herein)), notwithstanding any provision of law
permitting or requiring any action to be taken or approved by the affirmative vote of the holders
of shares entitled to cast a greater number of votes, any such action shall be effective and valid
if declared advisable by the Board of Directors and taken or approved by the affirmative vote of
holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter.
Section 5.3 Authorization by Board of Stock Issuance. The Board of Directors may
authorize the issuance from time to time of shares of stock of the Corporation of any class or
series, whether now or hereafter authorized, or securities or rights convertible into shares of its
stock of any class or series, whether now or hereafter authorized, for such consideration, if any,
as the Board of Directors may deem advisable (or without consideration in the case of a stock split
or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the
charter of the Corporation (the Charter) or the Bylaws.
Section 5.4 Preemptive Rights and Appraisal Rights. Except as may be provided by the
Board of Directors in setting the terms of classified or reclassified shares of stock pursuant to
Section 6.4 or as may otherwise be provided by contract, no holder of shares of stock of the
Corporation shall, as such holder, have any preemptive right to purchase or subscribe for any
additional shares of stock of the Corporation or any other security of the Corporation which it may
issue or sell. No holder of stock of the Corporation shall be entitled to exercise the rights of
an objecting stockholder under Title 3, Subtitle 2 of the MGCL or any successor statute unless the
Board of Directors, upon the affirmative vote of a majority of the entire Board of Directors, shall
determine that such rights apply, with respect to all or any classes or series of stock, or any
proportion of the shares thereof, to a particular transaction or all transactions occurring after
the date of such determination in connection with which holders of such shares would otherwise be
entitled to exercise such rights.
Section 5.5 Determinations by Board. The determination as to any of the following
matters, made in good faith by or pursuant to the direction of the Board of Directors consistent
with the Charter, shall be final and conclusive and shall be binding upon the Corporation and every
holder of shares of its stock: the amount of the net income of the Corporation for any period and
the amount of assets at any time legally available for the payment of dividends, redemption of its
stock or the payment of other distributions on its stock; the amount of paid-in surplus, net
assets, other surplus, annual or other cash flow, net profit, net assets in excess of capital,
undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of
creation, increase or decrease, alteration or cancellation of any reserves or charges and the
propriety thereof (whether or not any obligation or liability for which such reserves or charges
shall have been created shall have been paid or discharged); any interpretation of the terms,
preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends
or other distributions, qualifications or terms or conditions of redemption of any class or series
of stock of the Corporation; the fair value, or any sale, bid or asked price to be applied in
determining the fair value, of any asset owned or held by the Corporation or of any shares of stock
of the Corporation; the number of shares of stock of any class or series of the Corporation; any
matter relating to the acquisition, holding and disposition of any assets by the Corporation; or
any other matter relating to the business and affairs of the Corporation or required or permitted
by applicable law, the Charter or Bylaws or otherwise to be determined by the Board of Directors.
Section 5.6 Removal of Directors. Subject to the rights of holders of one or more
classes or series of Preferred Stock to elect or remove one or more directors, any director, or the
entire Board of Directors, may be removed from office at any time only for cause and only by the
affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election
of directors. For the purpose of this paragraph, cause shall mean, with respect to any
particular director, conviction of a felony or a final judgment of a court of competent
jurisdiction holding that such director caused demonstrable, material harm to the Corporation
through bad faith or active and deliberate dishonesty.
Section 6.1 Authorized Shares. The Corporation has authority to issue 110,000,000
shares of stock, consisting of 100,000,000 shares of Common Stock, $.001 par value per share
(Common Stock), and 10,000,000 shares of Preferred Stock, $.001 par value per share (Preferred
Stock). The aggregate par value of all authorized shares of stock having par value is $110,000.
If shares of one class or series of stock are classified or reclassified into shares of another
class or series of stock pursuant to this Article VI, the number of authorized shares of the former
class or series shall be automatically decreased and the number of shares of the latter class or
series shall be automatically increased, in each case by the number of shares so classified or
reclassified, so that the aggregate number of shares of stock of all classes or series that the
Corporation has authority to issue shall not be more than the total number of shares of stock set
forth in the first sentence of this paragraph. The Board of Directors, without any action by the
stockholders of the Corporation, may amend the Charter from time to time to increase or decrease
the aggregate number of shares of stock or the number of shares of stock of any class or series
that the Corporation has authority to issue.
Section 6.2 Common Stock. Each share of Common Stock shall entitle the holder thereof
to one vote. The Board of Directors may reclassify any unissued shares of Common Stock from time
to time in one or more classes or series of stock.
Section 6.3 Preferred Stock. The Board of Directors may classify any unissued shares
of Preferred Stock and reclassify any previously classified but unissued shares of Preferred Stock
of any series from time to time, in one or more classes or series of stock.
Section 6.4 Classified or Reclassified Shares. Prior to issuance of classified or
reclassified shares of any class or series, the Board of Directors by resolution shall: (a)
designate that class or series to distinguish it from all other classes and series of stock of the
Corporation; (b) specify the number of shares to be included in the class or series; (c) set or
change, subject to the express terms of any class or series of stock of the Corporation outstanding
at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations
as to dividends or other distributions, qualifications and terms and conditions of redemption for
each class or series; and (d) cause the Corporation to file articles supplementary with the State
Department of Assessments and Taxation of Maryland (SDAT). Any of the terms of any class or
series of stock set or changed pursuant to clause (c) of this Section 6.4 may be made dependent
upon facts or events ascertainable outside the Charter (including determinations by the
Board of Directors or other facts or events within the control of the Corporation) and may
vary among holders thereof, provided that the manner in which such facts, events or variations
shall operate upon the terms of such class or series of stock is clearly and expressly set forth in
the articles supplementary or other charter document filed with the SDAT.
Section 6.5 Charter and Bylaws. The rights of all stockholders and the terms of all
stock are subject to the provisions of the Charter and the Bylaws. The Board of Directors of the
Corporation shall have the exclusive power to make, alter, amend or repeal the Bylaws.
AMENDMENTS; CERTAIN EXTRAORDINARY TRANSACTIONS
Section 7.1 Amendments Generally. The Corporation reserves the right from time to
time to make any amendment to its Charter, now or hereafter authorized by law, including any
amendment altering the terms or contract rights, as expressly set forth in the Charter, of any
shares of outstanding stock. All rights and powers conferred by the Charter on stockholders,
directors and officers are granted subject to this reservation.
Section 7.2 Approval of Certain Extraordinary Actions and Charter Amendments.
(a) Required Votes. The affirmative vote of the holders of shares entitled to cast at least
80 percent of the votes entitled to be cast on the matter, each voting as a separate class, shall
be necessary to effect:
(i) Any amendment to the Charter to make the Corporations Common Stock a redeemable
security or to convert the Corporation, whether by merger or otherwise, from a closed-end
company to an open-end company (as such terms are defined in the 1940 Act);
(ii) The liquidation or dissolution of the Corporation and any amendment to the Charter to
effect any such liquidation or dissolution; and
(iii) Any amendment to Section 5.1, Section 5.2, Section 5.6, Section 7.1 or this Section 7.2;
provided, however, that, if the Continuing Directors (as defined herein), by a vote of at least
two-thirds of such Continuing Directors, in addition to approval by the Board of Directors, approve
such proposal or amendment, the affirmative vote of the holders of a majority of the votes entitled
to be cast shall be sufficient to approve such matter.
(b) Continuing Directors. Continuing Directors means the director identified in Article V,
Section 5.1 and any director elected before the first annual meeting of the stockholders in the
manner provided in the Bylaws and the directors whose nomination for election by the stockholders
or whose election by the directors to fill vacancies is approved by a majority of the Continuing
Directors then on the Board.
LIMITATION OF LIABILITY; INDEMNIFICATION AND ADVANCE OF EXPENSES
Section 8.1 Limitation of Liability. To the maximum extent that Maryland law in
effect from time to time permits limitation of the liability of directors and officers of a
corporation, no present or former director or officer of the Corporation shall be liable to the
Corporation or its stockholders for money damages.
Section 8.2 Indemnification and Advance of Expenses. The Corporation shall have the
power, to the maximum extent permitted by Maryland law in effect from time to time, to obligate
itself to indemnify, and to pay or reimburse reasonable expenses in advance of final disposition of
a proceeding to, (a) any individual who is a present or former director or officer of the
Corporation or (b) any individual who, while a director or officer of the Corporation and at the
request of the Corporation, serves or has served as a director, officer, partner or trustee of
another corporation, real estate investment trust, partnership, joint venture, trust, employee
benefit plan or any other enterprise from and against any claim or liability to which such person
may become subject or which such person may incur by reason of his or her service in any such
capacity. The Corporation shall have the power, with the approval of the Board of Directors, to
provide such indemnification and advancement of expenses to a person who served a predecessor of
the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent
of the Corporation or a predecessor of the Corporation.
Section 8.3 1940 Act. At such time as the Corporation elects to be a business
development company under the 1940 Act, the provisions of this Article VIII shall be subject to the
limitations of the 1940 Act.
Section 8.4 Amendment or Repeal. Neither the amendment nor repeal of this Article
VIII, nor the adoption or amendment of any other provision of the Charter or Bylaws inconsistent
with this Article VIII, shall apply to or affect in any respect the applicability of the preceding
sections of this Article VIII with respect to any act or failure to act which occurred prior to
such amendment, repeal or adoption.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, I have signed these Articles of Incorporation and acknowledge the
same to be my act on this 8th day of September, 2005.
||H. Kevin Birzer, Incorporator