Amendment 1
 
          FILED                            ARTICLES OF INCORPORATION
    IN THE OFFICE OF THE
 SECRETARY OF STATE OF THE                             OF
      STATE OF NEVADA
       APRIL 02, 1997                    TARRAGON REALTY INVESTORS, INC.
          C7046-97
 
 
         I, THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of Chapter 78 of the
Nevada Revised Statutes (the "NRS"), do hereby certify as follows:
 
         FIRST: The name of the Corporation is Tarragon Realty Investors, Inc.
(hereinafter the "Corporation").
 
         SECOND: The address of the principal office of the Corporation in the
State of Nevada is c/o CT Corporation System, One East First Street, County of
Washoe, Reno, Nevada 89501.  The name of the registered agent of the
Corporation at such address is CT Corporation System.
 
         THIRD: The Corporation may engage in any lawful activity.
 
         FOURTH: A.        The total number of shares of all classes which the
Corporation shall have authority to issue is 30,000,000 shares, of which
20,000,000 shares, par value $0.01 per share, shall be of a class designated
"Common Stock" and 10,000,000 shares, par value $0.01 per share, shall be of a
class designated "Special Stock".
 
                 B.1.     The Board of Directors of the Corporation (the "Board
         of Directors") is authorized, subject to applicable law and the
         provisions of this Article FOURTH, to provide for the issuance from
         time to time in one or more series of any number of shares of Special
         Stock, and, by filing a certificate pursuant to the NRS, to establish
         the number of shares to be included in each such series, and to fix
         the designation, relative rights, preferences, qualifications and
         limitations of the shares of each such series.  The authority of the
         Board of Directors with respect to each series shall include, but not
         be limited to, determination of the following:
 
                          (a)     the distinctive designation and number of
                 shares comprising such series, which number may (except where
                 otherwise provided by the Board of Directors in creating such
                 series) be increased or decreased (but not below the number of
                 shares then outstanding) from time to time by like action of
                 the Board of Directors;
 
                          (b)     the dividend rate or rates on the shares of
                 such series and the preferences, if any, over any other series
                 (or of any other series over such series) with respect to
                 dividends, the terms and conditions upon which and the periods
                 in respect of which dividends shall be payable, whether and
                 upon what conditions such dividends shall be cumulative and,
                 if cumulative, the date or dates from which dividends shall
                 accumulate;
 
                          (c)     the voting powers, full or limited, if any,
                 of shares of such series, and under what conditions, if any,
                 the shares of such series (alone or together with the shares
                 of one or more other series having similar provisions) shall
                 be entitled to vote separately as a class for the election of
                 one or more directors of the Corporation in case of dividend
                 arrearages or other specified events or upon other matters;
 
                          (d)     whether the shares of such series shall be
                 redeemable, the limitations and restrictions with respect to
                 such redemptions, the time or times when, the price or prices
                 at which and the manner in which such shares shall be
                 redeemable including, but not limited to, the manner of
                 selecting shares of such series for redemption if less than
                 all shares are to be redeemed;
<PAGE>   132
                          (e)     the rights to which the holders of shares of
                 such series shall be entitled, and the preferences, if any,
                 over any other series (or of any other series over such
                 series), upon the voluntary or involuntary liquidation,
                 dissolution, distribution of assets or winding up of the
                 Corporation, which rights may vary depending on whether such
                 liquidation, dissolution, distribution or winding up is
                 voluntary or involuntary, and, if voluntary, may vary at
                 different dates;
 
                          (f)     whether the shares of such series shall be
                 subject to the operation of a purchase, retirement or sinking
                 fund, and, if so, whether and upon what conditions such
                 purchase, retirement or sinking fund shall be cumulative or
                 noncumulative, the extent to which and the manner in which
                 such fund shall be applied to the purchase or redemption of
                 the shares of such series, including, but not limited to, the
                 price or prices at which the shares may be purchased or
                 redeemed, or to other corporate purposes and the terms and
                 provisions relative to the operation thereof;
 
                          (g)     whether the shares of such series shall be
                 convertible into or exchangeable for shares of stock of any
                 other class or classes, or of any other series of the same
                 class, and, if so convertible or exchangeable, the price or
                 prices or the rate or rates of conversion or exchange and the
                 method, if any, of adjusting the same, and any other terms and
                 conditions of such conversion or exchange;
 
                          (h)     whether the issuance of additional shares of
                 Special Stock shall be subject to restrictions as to issuance,
                 or as to the powers, preferences or other rights of any other
                 series;
 
                          (i)     the right of the shares of such series to the
                 benefit of conditions and restrictions upon the creation of
                 indebtedness of the Corporation or any subsidiary, upon the
                 issue of any additional stock (including additional shares of
                 such series or any other series) and upon the payment of
                 dividends or the making of other distributions on, and the
                 purchase, redemption or other acquisition by the Corporation
                 or any subsidiary of, any outstanding stock of the
                 Corporation; and
 
                          (j)     any other preferences, privileges and powers,
                 and relative participating, optional or other special rights,
                 and qualifications, limitations or restrictions of such
                 series, as the Board of Directors may deem advisable and as
                 shall not be inconsistent with applicable law or the
                 provisions of these Articles of Incorporation, as amended from
                 time to time.
 
                 2.       Shares of Special Stock which have been issued and
         reacquired in any manner by the Corporation (excluding until the
         Corporation elects to retire them, shares which are held as treasury
         shares, but including shares redeemed, shares purchased and retired
         and shares which have been converted into shares of Common Stock)
         shall have the status of authorized but unissued shares of Special
         Stock and may be reissued as a part of the series of which they were
         originally a part or may be reissued as a part of another series of
         Special Stock, all subject to the conditions or restrictions on
         issuance set forth in the resolution or resolutions adopted by the
         Board of Directors providing for the issuance of any series of Special
         Stock.
 
                 3.       Except as otherwise provided by the resolution or
         resolutions providing for the issuance of any series of Special Stock,
         after payment shall have been made to the holders of Special Stock of
         the full amount of dividends to which they shall be entitled pursuant
         to the resolution or resolutions providing for the issuance of any
         series of Special Stock, the holders of Common Stock shall be
         entitled, to the exclusion of the holders of Special Stock of any and
         all series, to receive such dividends as from time to time may be
         declared by the Board of Directors.
 
 
 
 
 
                                      C-2
<PAGE>   133
                 4.       Except as otherwise provided by the resolution or
         resolutions providing for the issuance of any series of Special Stock
         in the event of any liquidation, dissolution or winding up of the
         Corporation, whether voluntary or involuntary, after payment shall
         have been made to the holders of Special Stock of the full amounts to
         which they shall be entitled pursuant to such resolution or
         resolutions, the holders of Common Stock shall be entitled, to the
         exclusion of the holders of Special Stock of any and all series, to
         share, ratably according to the number of shares of Common Stock held
         by them, in all remaining assets of the Corporation available for
         distribution to its stockholders.
 
                 5.       The holders of Special Stock shall not have any
         preemptive rights except to the extent such rights shall be
         specifically provided for in the resolution or resolutions providing
         for the issuance thereof adopted by the Board of Directors.
 
         C.      Except as otherwise specifically required by law or as
specifically provided in any resolution of the Board of Directors providing for
the issuance of any particular series of Special Stock, the exclusive voting
power of the Corporation shall be vested in the Common Stock of the
Corporation. Except as otherwise provided in these Articles of Incorporation,
each share of Common Stock shall entitle the holder thereof to one vote at all
meetings of the stockholders of the Corporation.
 
         D.      The capital stock of the Corporation, after the amount of the
subscription price has been paid in money, property or services as the Board of
Directors shall determine, shall not be subject to assessment to pay the debts
of the Corporation, nor for any other purpose, and no stock issued as fully
paid up shall ever be assessable or assessed, and these Articles of
Incorporation shall not be amended in this particular.
 
         FIFTH: The name and address of the incorporator is as follows:
 
<TABLE>
<CAPTION>
                       Name                                 Address
                       ----                                 -------
                 <S>                                <C>
                 William S. Friedman                280 Park Avenue
                                                    East Building, 20th Floor
                                                    New York, New York 10017
</TABLE>                                    
 
         SIXTH: The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors, which shall consist of not
fewer than three (3), nor more than fifteen (15), directors, the exact number
of directors to be determined from time to time by resolution adopted by the
affirmative vote of a majority of the entire Board of Directors.  Initially,
the number of directors of the Corporation shall be four (4), and their names
shall be as follows:
 
                                  Chester Beck
                                Willie K. Davis
                              William S. Friedman
                                Michael E. Smith
 
Each of the above directors can be reached c/o the Corporation at 280 Park
Avenue, East Building, 20th Floor, New York, New York 10017.  Such directors
are hereby elected for a term to expire at the first annual meeting of
stockholders.  At each succeeding annual meeting of stockholders beginning with
the first, successors to directors shall be elected.  A director shall hold
office until the annual meeting for the year in which such director's term
expires and until such director's successor shall be elected, subject, however,
to prior death, resignation, retirement or removal from office.  Except as
provided by applicable law, any vacancy in the Board of Directors shall be
filled by a majority of the directors then in office or by a sole remaining
director.  Any director elected to fill a vacancy not resulting from an
increase in the number of directors shall have the same remaining term as that
of such director's predecessor.
 
 
 
 
 
                                      C-3
<PAGE>   134
         Whenever the holders of any one or more series of Special Stock issued
by the Corporation shall have the right, voting separately or by class or
series, to elect directors at an annual or special meeting of stockholders, the
election, term of office, filling of vacancies and other features of such
directorships shall be governed by the terms of these Articles of Incorporation
or the resolution or resolutions adopted by the Board of Directors pursuant to
Article FOURTH applicable thereto.
 
         SEVENTH: In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, adopt,
alter, amend, change or repeal the Bylaws of the Corporation.  The stockholders
of the Corporation may not make, adopt, alter, amend, change or repeal the
Bylaws of the Corporation except upon the affirmative vote of not less than
seventy-five percent (75%) of the outstanding stock of the Corporation entitled
to vote thereon; provided, however, that the power of the stockholders to make,
adopt, alter, amend, change or repeal the Bylaws of the Corporation is further
subject to the provisions of Article TENTH of these Articles of Incorporation.
In addition to the powers and authority expressly conferred upon them herein or
by statute, the directors of the Corporation are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, subject, nevertheless, to applicable provisions of the
statutes of Nevada, these Articles of Incorporation and any Bylaws adopted by
the stockholders; provided, however, that no Bylaws hereafter adopted by the
stockholders or otherwise shall invalidate any prior act of the directors which
would have been valid if such Bylaws had not been adopted.
 
         EIGHTH: Notwithstanding any other provision of these Articles of
Incorporation or the Bylaws of the Corporation to the contrary, any action
required to be taken or which may be taken at any annual or special meeting of
stockholders of the Corporation may be taken by written consent without such a
meeting, without prior notice and without a vote if consents in writing shall
have been signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or to take action
at a meeting at which all shares entitled to vote thereon were present and
voted; provided, however, that prompt notice of the taking of the action
without a meeting shall be given to those  stockholders of the Corporation who
have not consented in writing.  Subject to the rights of the holders of any
series of Special Stock, special meetings of stockholders of the Corporation
may be called only by the Board of Directors, the Chairman of the Board or the
President of the Corporation and not by any other person or persons.
 
         NINTH: A.        A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for any
breach of fiduciary duty as a director, except that this part A of Article
NINTH shall not eliminate or limit a director's liability (i) for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law, or (ii) for the payment of dividends in violation of NRS 78.300.  If the
NRS is amended after the date these Articles of Incorporation became effective
under the NRS 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 NRS, as so amended from time to time.
 
         Any repeal or modification of this part A of Article NINTH shall not
increase the personal liability of any director of the Corporation for any act
or occurrence taking place prior to such repeal or modification, or otherwise
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.
 
         The provisions of this part A of Article NINTH shall not be deemed to
limit or preclude indemnification of a director by the Corporation for any
liability of a director which has not been eliminated by the provisions of this
part A of Article NINTH.
 
         B.      The Corporation shall indemnify to the fullest extent
authorized or permitted by law (as now or hereafter in effect) and shall
advance expenses, to the fullest extent authorized or permitted by law (as now
or hereinafter in effect), to any person made or threatened to be made a party
or witness to any action, suit or proceeding (whether civil or criminal or
otherwise) by reason of the fact that such person is or was a director,
officer, employee or agent of the Corporation or by reason of the fact that
such person, at the request of the
 
 
 
 
 
                                      C-4
<PAGE>   135
Corporation, is or was serving any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, in any capacity.
Nothing contained herein shall affect any rights to indemnification to which
employees other than directors and officers may be entitled by law.  No
amendment to or repeal of this part B of Article NINTH shall apply to or have
any effect on any right to indemnification provided hereunder with respect to
any acts or omissions occurring prior to such amendment or repeal.
 
         C.      The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise against any such expense, liability or loss, whether
or not the Corporation would have the power to indemnify such person against
such expense, liability or loss under the NRS.  The Board of Directors, without
the approval of the stockholders of the Corporation, may also create a trust
fund, grant a security interest or use other means (including, but not limited
to, letters of credit, surety bonds or other similar arrangements), as well as
enter into contracts providing indemnification to the fullest extent authorized
or permitted by law and including as part thereof provisions with respect to
any or all of the foregoing, to ensure the payment of such amounts as may
become necessary to effect indemnification as provided therein, or elsewhere.
 
         TENTH: A.        The Corporation expressly elects not to be governed
by the Nevada "Combinations with Interested Stockholders" statutes contained in
NRS 78.411 to 78.444 and the Nevada "Acquisition of Controlling Interest"
statutes contained in NRS 78.378 to 78.3793.
 
         B.      In addition to any affirmative vote required by law, these
Articles of Incorporation or the Bylaws of the Corporation, and except as
otherwise expressly provided in part C of this Article TENTH, a "Business
Combination" (as hereinafter defined) with, or proposed by or on behalf of, any
"Interested Stockholder" (as hereinafter defined) or any "Affiliate" or
"Associate" (as such terms are hereinafter defined) of any Interested
Stockholder or any "Person" (as hereinafter defined) who thereafter would be an
Affiliate or Associate of an Interested Stockholder shall require the
affirmative vote of not less than sixty-six and two-thirds percent (66-2/3%) of
the votes entitled to be cast by the holders of all the shares of "Voting
Stock" (as hereinafter defined) then outstanding, voting together as a single
class, excluding Voting Stock "Beneficially Owned" (as hereinafter defined) by
such Interested Stockholder.  Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that a lesser
percentage or separate class vote may be specified, by applicable law or in any
agreement with any national securities exchange or otherwise.
 
         C.      The provisions of part B of this Article TENTH shall not be
applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote, if any, as is required by
applicable law or by any other provision of these Articles of Incorporation or
the Bylaws of the Corporation, or any agreement with any national securities
exchange, if such Business Combination shall have been approved, either
specifically or as a transaction which is within an approved category of
transactions, by a majority of the Board of Directors or, in the case of such a
Business Combination involving any Person that is an Affiliate of the
Corporation, by a majority of the Board of Directors including a majority of
the members of the Board of Directors who at the time are neither officers or
employees of the Corporation nor directors, officers or employees of any
Advisor (as defined in Article THIRTEENTH), prior to the "Acquisition Date" (as
hereinafter defined) with respect to any Person involved in such Business
Combination.
 
         D.      The following definitions shall apply with respect to this
Article TENTH and, when noted therein, to Articles TWELFTH, FOURTEENTH and
SEVENTEENTH:
 
                 1.       The terms "Affiliate" and "Associate" shall have the
         respective meanings ascribed to such terms in Rule 12b-2 promulgated
         under the Securities Exchange Act of 1934, as amended (the "Exchange
         Act"), as in effect on the date these Articles of Incorporation became
         effective under the NRS (the term "registrant" in such Rule meaning in
         this case the Corporation).
 
 
 
 
 
                                      C-5
<PAGE>   136
                 2.       The term "Acquisition Date," with respect to any
         Person, shall mean the date on which such Person becomes the
         Beneficial Owner of Voting Stock representing twenty percent (20%) or
         more of the votes entitled to be cast by the holders of all the shares
         of Voting Stock then outstanding.
 
                 3.       A Person shall be deemed the "Beneficial Owner" of,
         and shall be deemed to "Beneficially Own," shares of Capital Stock:
 
                          (a)     which such Person or any of such Person's
                 Affiliates or Associates, directly or indirectly, has the sole
                 or shared right to vote or dispose of or has beneficial
                 ownership of (as determined pursuant to Rule 13d-3 promulgated
                 under the Exchange Act or pursuant to any successor provision
                 including, but not limited to, pursuant to any agreement,
                 arrangement or understanding, whether or not in writing;
                 provided, however, that a Person shall not be deemed the
                 Beneficial Owner of, or to Beneficially Own, any security
                 under this clause (a) as a result of an agreement, arrangement
                 or understanding to vote such security that both (i) arises
                 solely from a revocable proxy given in response to a public
                 proxy or consent solicitation made pursuant to, and in
                 accordance with, the applicable provisions of the rules and
                 regulations under the Exchange Act and (ii) is not reportable
                 by such person on Schedule 13D under the Exchange Act (or any
                 comparable or successor report or schedule) without giving
                 effect to any applicable waiting period: or
 
                          (b)     which are Beneficially Owned, directly or
                 indirectly, by any other Person (or any Affiliate or Associate
                 thereof) with which such Person (or any of such Person's
                 Affiliates or Associates) has any agreement, arrangement or
                 understanding, whether or not in writing, for the purpose of
                 acquiring, holding, voting (except pursuant to a revocable
                 proxy as described in the proviso to clause [a] above) or
                 disposing of any shares of Capital Stock; provided, however,
                 that (i) no director or officer of the Corporation (nor any
                 Affiliate or Associate of any such director or officer) shall,
                 solely by reason of any or all of such directors or officers
                 acting in their capacities as such, be deemed the Beneficial
                 Owner of or to Beneficially Own any shares of Capital Stock
                 that are Beneficially Owned by any other such director or
                 officer; and (ii) no Person shall be deemed the Beneficial
                 Owner of or to Beneficially Own any shares of Voting Stock
                 held in any voting trust, any employee stock ownership plan or
                 any similar plan or trust if such Person does not possess the
                 right to vote, to direct the voting of or to be consulted with
                 respect to the voting of such shares.
 
                 4.       The term "Business Combination" shall mean:
 
                          (a)     any merger or consolidation of the
                 Corporation or any Subsidiary (as hereinafter defined) with
                 (i) any Interested Stockholder or (ii) any other company
                 (whether or not itself an Interested Stockholder) which is or
                 after such merger or consolidation would be an Affiliate or
                 Associate of an Interested Stockholder;
 
                          (b)     any sale, lease, exchange, mortgage, pledge,
                 transfer or other disposition or security arrangement,
                 investment, loan, advance, guarantee, agreement to purchase,
                 agreement to pay, extension of credit, joint venture
                 participation or other arrangement (in one transaction or a
                 series of transactions) with or for the benefit of any
                 Interested Stockholder or any Affiliate or Associate of any
                 Interested Stockholder involving the Corporation or any
                 Subsidiary and any assets, securities or commitments of the
                 Corporation, any Subsidiary or any Interested Stockholder or
                 any Affiliate or Associate of any Interested Stockholder that
                 (except for any arrangement, whether as employee, consultant
                 or otherwise, other than as a director, pursuant to which any
                 Interested Stockholder or any Affiliate or Associate thereof
                 shall, directly or indirectly, have any control over or
                 responsibility for the management of any aspect of the
                 business or affairs of the Corporation, with respect to which
                 arrangements the value tests set forth below shall not apply),
                 together with all other such arrangements (including all
 
 
 
 
 
                                      C-6
<PAGE>   137
                 contemplated future events), has an aggregate fair market
                 value or involves aggregate commitments of $5,000,000 or more
                 or constitutes more than five percent (5%) of the book value
                 of the total assets (in the case of transactions involving
                 assets or commitments other than shares of Capital Stock) or
                 five percent (5%) of the stockholders' equity (in the case of
                 transactions in shares of Capital Stock) of the entity in
                 question (a "Substantial Part"), as reflected in the most
                 recent fiscal year-end consolidated balance sheet of such
                 entity existing at the time the stockholders of the
                 Corporation would be required to approve or authorize the
                 Business Combination involving the assets, securities or
                 commitments constituting any Substantial Part;
 
                          (c)     the adoption of any plan or proposal for the
                 liquidation or dissolution of the Corporation;
 
                          (d)     any reclassification of securities of the
                 Corporation (including any reverse stock split), or
                 recapitalization of the Corporation, or any merger or
                 consolidation of the Corporation with any of its Subsidiaries
                 or any other transaction (whether or not with or otherwise
                 involving an Interested Stockholder) that has the effect,
                 directly or indirectly, of increasing the proportionate share
                 of any class or series of Capital Stock, or any securities
                 convertible into Capital Stock or into equity securities of
                 any Subsidiary, that is Beneficially Owned by any Interested
                 Stockholder or any Affiliate or Associate of any Interested
                 Stockholder; or
 
                          (e)     any agreement, contract or other arrangement
                 providing for any one or more of the actions specified in the
                 foregoing clauses (a) through (d).
 
                 5.       The term "Capital Stock" shall mean all capital stock
         of the Corporation authorized to be issued from time to time under
         Article FOURTH of these Articles of Incorporation, and, with respect
         to any particular Business Combination, the term "Voting Stock" shall
         mean all Capital Stock which by its terms may be voted on all matters
         submitted to stockholders of the Corporation generally or which by its
         terms may be voted on such Business Combination.
 
                 6.       The term "Interested Stockholder" shall mean any
         Person (other than the Corporation or any Subsidiary and other than
         any profit-sharing, employee stock ownership or other employee plan of
         the Corporation or any Subsidiary or any trustee of or fiduciary with
         respect to any such plan when acting in such capacity and other than
         Vinland Property Trust, a California business trust, or any successor
         thereof, which remains the record owner of all the outstanding shares
         of Common Stock) who (a) is or has announced or publicly disclosed a
         plan or intention to become the Beneficial Owner of Common Stock
         representing twenty percent (20%) or more of the votes entitled to be
         cast by the holders of all then outstanding shares of Common Stock or
         (b) is an Affiliate or Associate of the Corporation and at any time
         within the two-year period immediately prior to the date in question
         was the Beneficial Owner of Common Stock representing twenty percent
         (20%) or more of the votes entitled to be cast by the holders of all
         shares of Common Stock then outstanding.
 
                 7.       The term "Person" shall mean any individual, firm,
         corporation, partnership or other entity and shall include any group
         comprised of any Person and any other Person with whom such Person or
         any Affiliate or Associate of such Person has any agreement,
         arrangement or understanding, directly or indirectly, for the purpose
         of acquiring, holding, voting or disposing of shares of Capital Stock.
 
                 8.       The term "Subsidiary" means any entity of which a
         majority of any class of equity security is beneficially owned by the
         Corporation; provided, however, that for the purposes of the
         definition of Interested Stockholder set forth in sub-part 6 of this
         part D, the term Subsidiary shall mean only a company of which a
         majority of each class of equity securities is Beneficially Owned by
         the Corporation.
 
 
 
 
 
                                      C-7
<PAGE>   138
                 E. 1.    A majority of the Board of Directors shall have the
         power to determine all questions arising under this Article TENTH,
         including, without limitation, (a) whether a Person is an Interested
         Stockholder, (b) the number of shares of Capital Stock or other
         securities Beneficially Owned by any Person, (c) whether a Person is
         an Affiliate or Associate of another, (d) whether a Business
         Combination is with, or proposed by, or on behalf of an Interested
         Stockholder or an Affiliate or Associate of an Interested Stockholder,
         (e) whether the assets that are the subject of any Business
         Combination have, or the consideration to be received for the issuance
         or transfer of securities by the Corporation or any Subsidiary in any
         Business Combination has, an aggregate fair market value of $5,000,000
         or more or constitutes more than five percent (5%) of the book value
         of the total assets or five percent (5%) of the stockholders' equity
         of the entity in question, (f) whether the assets or securities that
         are the subject of any Business Combination constitute a Substantial
         Part, (g) the date on which an Interested Stockholder became an
         Interested Stockholder, (h) the occurrence and time of any Acquisition
         Date and (i) any other matter relating to the applicability or effect
         of this Article TENTH.  Any such determination shall be binding and
         conclusive on all parties.
 
                 2.       The Board of Directors shall have the right to demand
         that any Person who it believes is or may be an Interested Stockholder
         (or who holds of record shares of Capital Stock that are Beneficially
         Owned by any Person that the Board of Directors believes is or may be
         an Interested Stockholder) supply the Corporation with complete
         information as to (a) the record holders of all shares of Capital
         Stock that are Beneficially Owned by such Person, (b) the number of
         shares of each class or series of Capital Stock that are Beneficially
         Owned by such Person and held of record by each such record holder and
         the numbers of the stock certificates evidencing such shares and (c)
         any other matter relating to the applicability or effect of this
         Article TENTH as the Board of Directors may reasonably request.  Each
         such Person shall furnish such information within ten (10) days after
         the receipt of such demand.
 
         F.      Nothing contained in this Article TENTH shall be construed to
relieve any Interested Stockholder from any fiduciary obligation imposed by law
or to be in derogation of any action, past or future, which has been or may be
taken by the Board of Directors or the stockholders with respect to the subject
matter contained herein.
 
         G.      For the purposes of this Article TENTH, a Business Combination
is presumed to have been proposed by, or on behalf of, an Interested
Stockholder or an Affiliate or Associate of an Interested Stockholder or a
Person who thereafter would become such if such Interested Stockholder,
Affiliate, Associate or Person votes or consents to the adoption of any such
Business Combination, unless as to such Interested Stockholder, Affiliate,
Associate or Person a majority of the Board of Directors makes a determination
that such Business Combination is not proposed by or on behalf of such
Interested Stockholder, Affiliate, Associate or Person.
 
         ELEVENTH: Any director of the Corporation may be removed from office
at any time by the vote of stockholders representing not less than two-thirds
of the voting power of the issued and outstanding stock entitled to voting
power.
 
         TWELFTH: The Board of Directors, when evaluating any (a) tender offer
or invitation for tenders, or proposal to make a tender offer or request or
invitation for tenders, by another party, for any equity security of the
Corporation or (b) proposal or offer by another party to (i) merge or
consolidate the Corporation or any Subsidiary (as defined in part C of Article
TENTH) with another corporation, (ii) purchase or otherwise acquire all or a
substantial portion of the properties or assets of the Corporation or any
Subsidiary, or sell or otherwise dispose of to the Corporation or any
Subsidiary all or a substantial portion of the properties or assets of such
other party or (iii) liquidate, dissolve, reclassify the securities of, declare
an extraordinary dividend of, recapitalize or reorganize the Corporation, shall
take into account all factors which the Board of Directors deems relevant
including, without limitation, to the extent so deemed relevant, the continuing
status of the Corporation as a "real estate investment trust," as defined in
Section 856 of the Internal Revenue Code of 1986, as amended, the
 
 
 
 
 
                                      C-8
<PAGE>   139
potential impact on creditors, partners, joint venturers and other constituents
of the Corporation and the communities in which the Corporation's offices,
other establishments or investments are located.
 
         THIRTEENTH: Subject to Article FOURTEENTH and applicable law, the
Board of Directors may authorize the Corporation to enter into and perform one
or more agreements with any person whereby, subject to the supervision and
control of the Board of Directors, any such person shall render or make
available to the Corporation managerial, investment, advisory or related
services, office space and other services and facilities, including, if deemed
advisable by the Board of Directors, the management or supervision of the
investments or the day-to-day operations of the Corporation (any such person
being referred to herein as an "Advisor"), upon such terms and conditions as
may be provided in such agreement or agreements including, if deemed fair and
equitable by the Board of Directors, the compensation payable thereunder by the
Corporation.
 
         FOURTEENTH: The Corporation shall not, directly or indirectly,
contract or engage in any transaction with (a) any director, officer or
employee of the Corporation, (b) any director, officer or employee of any
Advisor, (c) any Advisor or (d) any Affiliate or Associate (as such terms are
defined in part D of Article TENTH) of the Corporation or of any person
identified in the foregoing clauses (a) through (c) unless the material facts
as to the relationship among or financial interest of the relevant individuals
or persons and as to the contract or transaction are disclosed or are known to
the Board of Directors or committee thereof, as the case may be, and the Board
of Directors or committee thereof, as the case may be, determines that such
contract or transaction is fair as to the Corporation and simultaneously
authorizes or ratifies such contract or transaction by the affirmative vote of
a majority of independent directors (as hereinafter defined) entitled to vote
thereon.  For purposes of this Article FOURTEENTH, a director of the
Corporation shall be deemed "independent" if such director is neither an
officer nor employee of the Corporation nor a director, officer or employee of
any Advisor.
 
         FIFTEENTH: Meetings of stockholders may be held within or without the
State of Nevada, as the Bylaws of the Corporation may provide.  The books of
the Corporation may be kept (subject to any provision contained in the NRS)
outside the State of Nevada at such place or places as may be designated from
time to time by the Board of Directors or in the Bylaws of the Corporation.
 
         SIXTEENTH: Whenever a compromise or arrangement is proposed between
this Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Nevada may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of NRS 78.635 or on the application of trustees in dissolution
or of any receiver or receivers appointed for this Corporation under the
provisions of NRS 78.600 order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said
court directs.  If a majority in number representing three-fourths in value of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise
or arrangement and to any reorganization of this Corporation as a consequence
of such compromise or arrangement, the said compromise or arrangement and said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.
 
         SEVENTEENTH: A. Notwithstanding any other provision of these Articles
of Incorporation or the Bylaws of the Corporation, any agreement with any
national securities exchange or any provision of law which might otherwise
permit a lesser vote or no vote, but in addition to any affirmative vote of the
holders of any particular class or series of the Voting Stock (as defined in
part D of Article TENTH) required by any other provision of these Articles of
Incorporation, any agreement with any national securities exchange or any
provision of law, the affirmative vote of the holders of record of shares of
Voting Stock representing at least seventy-five percent (75%) of the votes cast
by such holders voting thereon shall be required to alter, amend or repeal
Article SIXTH, Article SEVENTH, Article EIGHTH, Article TENTH, Article
ELEVENTH, Article TWELFTH or
 
 
 
 
 
                                      C-9
<PAGE>   140
this Article SEVENTEENTH or to adopt any provision inconsistent therewith;
provided, however, that this part A shall not apply to, and such seventy-five
percent (75%) vote shall not be required for, any alteration, amendment, repeal
or adoption recommended by more than fifty percent (50%) of the entire Board of
Directors.
 
         B.      Except as provided in part D of Article FOURTH the Corporation
reserves the right to amend, alter, change or repeal any provision contained in
these Articles of Incorporation, or any amendment hereof, in the manner now or
hereafter prescribed by the laws of the State of Nevada and these Articles of
Incorporation, and all rights and powers conferred herein on stockholders,
directors and officers are subject to such reservation.
 
         If any provision of these Articles of Incorporation is determined to
be invalid, void, illegal or unenforceable, the remaining provisions of these
Articles of Incorporation shall continue to be valid and enforceable and shall
in no way be affected, impaired or invalidated.
 
         IN WITNESS WHEREOF, I have executed these Articles of Incorporation
this 3rd day of March, 1997.
 
 
                                          /s/ William S. Friedman
                                          ---------------------------------
                                          William S. Friedman, Incorporator
 
THE STATE OF NEW YORK     )
                          )
COUNTY OF NEW YORK        )
 
         The foregoing instrument was acknowledged before me on March 3, 1997
by William S. Friedman as incorporator of Tarragon Realty Investors, Inc.
 
 
                                          /s/ Lawrence S. Hartman 
                                          Notary Public, State of New York 
                                          No. 02HA5062161 
                                          Qualified Kings County 
                                          Commission expires June 24, 1998
 

 

 

 

EXHIBIT 3.10

 

 

 

 

 

 

 

DEAN HELLER

 

 

 

 

Secretary of State

 

 

[SEAL]

 

204 North Carson Street, Suite 1

 

 

 

 

Carson City, Nevada 89701-4299

 

                       FILED # C7046-97

 

 

(775) 684 5708

 

 

 

 

Website: secretaryofstate.blz

 

                            JUN 17 2004

 

 

 

 

 

 

 

 

 

                        IN THE OFFICE OF

 

 

 

 

                      /s/ DEAN HELLER

 

 

 

 


 

 

 

 

 

DEAN HELLER, SECRETARY OF STATE

 

 

 

 

 

 

 

            Certificate of Amendment

 

 

 

 

(PURSUANT TO NRS 78.385 and 78.390)

 

 

 

 

 

 

Important: Read attached Instructions before completing form.

 

ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles of Incorporation
For
Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation:

Tarragon Realty Investors, Inc.

2. The articles have been amended as follows (provide article numbers, if available):

Amending and restating Article First as follows:

     First: The name of the Corporation is Tarragon Corporation (hereinafter the “Corporation”).

Amending and restating Article Fourth, part A as follows:

 

 

Fourth: A. The total number of shares of all classes which the Corporation shall have authority to issue is 120,000,000, of which 100,000,000 shares, par value $0.01 per share, shall be of a class designated “Common Stock,” and 20,000,000 shares, par value $0.01 per share, shall be of a class designated “Special Stock.”

     See Attached

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the * articles of incorporation have voted in favor of the amendment is: a majority vote

4. Effective date of filing (optional): 6/14/04

 

 

 

 

 

(must not be later than 90 days after the certificate is filed)

5. Officer Signature (required): (KATHRYN MANSFIELD)

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

 

 

 

This form must be accompanied by appropriate fees. See attached fee schedule.

 

Nevada Secretary of State AM 78.385 Amend 2003

 

 

Revised on 11/03/03

 


 

TARRAGON CORPORATION
(formerly Tarragon Realty Investors, Inc.)

CERTIFICATE OF AMENDMENT
Changing Name of Corporation and
Increasing Authorized Capital Stock

     Pursuant to the provisions of Sections 78.385 and 78.390 of the Nevada Revised Statutes, Tarragon Realty Investors, Inc., desiring to amend its Articles of Incorporation as more particularly described herein, hereby certifies as follows:

     1. The name of the corporation (the “Corporation”) whose Articles of Incorporation are being amended hereby is:

TARRAGON REALTY INVESTORS, INC.

     2. The Articles of Incorporation have been amended as follows:

     (a) Article First has been amended and restated in its entirety to change the name of the Corporation to Tarragon Corporation, as follows:

     First: The name of the Corporation is Tarragon Corporation (hereinafter the “Corporation”).

     (b) Article Fourth, part A has been amended and restated in its entirety to increase the authorized capital stock, as follows:

     Fourth: A. The total number of shares of all classes which the Corporation shall have authority to issue is 120,000,000, of which 100,000,000 shares, par value $0.01 per share, shall be of a class designated “Common Stock,” and 20,000,000 shares, par value $0.01 per share, shall be of a class designated “Special Stock.”

     Except as hereby amended, the Articles of Incorporation of the Corporation shall remain in full force and effect.

     3. The foregoing amendments were adopted by the Corporation’s Board of Directors at a meeting held on April 22, 2004, and approved by a majority of the holders of the Corporation’s Common Stock at the annual meeting of the Corporation’s stockholders held on June 14, 2004.

1


 

     IN WITNESS WHEREOF, I have executed this Certificate of Amendment to Articles of Incorporation this 15th day of June, 2004.

 

 

 

 

 

 

 

TARRAGON CORPORATION
(formerly Tarragon Realty Investors, Inc.)

 

 

 

 

 

 

 

 

 

 

 

By:  

/s/ Kathryn Mansfield  

 

 

 

Kathryn Mansfield, Executive Vice

 

 

 

President, Secretary and General Counsel 

 

 

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