Exhibit 3.1
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| | | Delaware | | Page 1 |
| | | The First State | | |
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “APACHE CORPORATION”, FILED IN THIS OFFICE ON THE FIFTH DAY OF MAY, A.D. 2011, AT 4:30 O’CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
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0482215 | | | 8100 | | | [SEAL] | | | | /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State | | |
| | | | | | | | | | | AUTHENTICATION: 8744233 | | |
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110500060 | | | | | | | | | | DATE: 05-06-11 | | |
You may verify this certificate online
at corp.delaware.gov/authver.shtml
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State of Delaware | | |
Secretary of State | | |
Division of Corporations | | |
Delivered 04:36 PM 05/05/2011 | | |
FILED 04:30 PM 05/05/2011 | | |
SRV 110500060 — 0482215 FILE | | |
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
Apache Corporation,a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,DOES HEREBY CERTIFY:
FIRST:That at a meeting of the Board of Directors of Apache Corporation held on February 9 and 10, 2011, a resolution was duly adopted proposing the amendment of the Restated Certificate of Incorporation of the corporation set forth on Exhibit A hereto and declaring the amendment to be advisable.
SECOND:That at the annual meeting of the stockholders of Apache Corporation held on May 5, 2011, the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD:That the amendment was duly adopted in accordance with the provision of Section 242 of the General Corporation Law of the State of Delaware.
FOURTH:That ArticleFOURTHof the Restated Certificate of Incorporation of the corporation is hereby amended as set forth on Exhibit A and that, except as set forth on Exhibit A, all other provisions of the Restated Certificate of Incorporation of the corporation shall remain in full force and effect.
FIFTH:This amendment shall become effective upon filing.
IN WITNESS WHEREOF,Apache Corporation has caused this certificate to be signed by Thomas P. Chambers, its Executive Vice President and Chief Financial Officer, and attested by Cheri L. Peper, its Corporate Secretary, this 5th day of May 2011.
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| | APACHE CORPORATION
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| | By: | /s/ Thomas P. Chambers | |
| | | Thomas P. Chambers | |
| | | Executive Vice President and
Chief Financial Officer | |
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| | ATTEST:
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| | By: | /s/ Cheri L. Peper | |
| | | Cheri L. Peper | |
| | | Corporate Secretary | |
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EXHIBIT A
TO
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
The Restated Certificate of Incorporation of Apache Corporation shall be amended by amending the first paragraph of ArticleFOURTH,to read as follows:
“The total number of shares of all classes of stock which this corporation shall have authority to issue is 870,000,000 which shall be divided into (a) 860,000,000 shares of common stock having a par value of $0.625 per share and (b) 10,000,000 shares of no par value preferred stock.”
