Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
CONTINENTAL RESOURCES, INC.
The undersigned James R. Webb hereby certifies that:
SECTION 1. Name. The name of the corporation (“Corporation”) is:
Continental Resources, Inc.
SECTION 2. Registered Office and Agent. The address of the registered office of the Corporation in the State of Oklahoma is 1833 South Morgan Road, Oklahoma City, Oklahoma County, Oklahoma 73128. The name of its registered agent at such address is CT Corporation.
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SECTION 3. Purposes. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the Act.
SECTION 4. Existence. The term of the Corporation is perpetual.
SECTION 5. Authorized Capital Stock.
5.1 Authorized Shares. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 1,025,000,000 shares, consisting of 1,000,000,000 shares of Common Stock, par value one cent ($.01) per share (the “Common Stock”), and 25,000,000 shares designated as Preferred Stock, par value one cent ($.01) per share (the “Preferred Stock”). The holders of a majority of the stock entitled to vote may increase or decrease the number of authorized shares of Preferred Stock without a separate vote of holders of Preferred Stock as a class.
5.2 Preferred Stock. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors and the Executive Committee (if any) are each authorized: (i) to provide by resolution or resolutions from time to time for the issuance of shares of Preferred Stock in one or more series; (ii) to establish from time to time the number of shares to be included in each such series; (iii) (to the extent not expressly provided for herein) to fix the designations, preferences and relative, participating, optional or other special rights of the shares of each such series and the qualifications, limitations or restrictions, if any, thereof, by filing one or more certificates pursuant to the Act (hereinafter, referred to as a “Preferred Stock Designation”); and (iv) to increase or decrease the number of shares of any such series to the extent permitted by the Act and the Preferred Stock Designation (but not below the number of shares thereof then outstanding). The Board of Directors and the Executive Committee shall each have the authority with respect to each series, including, but not be limited to, determination of the following:
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5.3 Common Stock.
SECTION 6. Board of Directors; Executive Committee; Management of the Corporation.
6.1 Director Discretion. In determining what he or she reasonably believes to be in the best interests of the Corporation in the performance of his or her duties as a Director (including a member of the Executive Committee, if any), a Director may consider, to the extent permitted by law, both in the consideration of tender and exchange offers, mergers, consolidations and sales of all or substantially all of the Corporation’s assets and otherwise, such factors as the Board of Directors or the Executive Committee determines to be relevant, including, without limitation:
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In connection with any such evaluation, the Board of Directors and the Executive Committee are each authorized to conduct such investigations and to engage in such legal proceedings as the Board of Directors may determine.
6.2 Management of Business. The following provisions are included for the management of the business and for the conduct of the affairs of the Corporation and for the purpose of creating, defining, limiting and regulating the powers of the Corporation and its Directors and shareholders.
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6.3 Limitation of Director Liability. No Director (including a Director serving as a member of the Executive Committee, if any) shall be personally liable to the Corporation or its shareholders for monetary damages for any breach of fiduciary duty by such Director as a Director (or member of the Executive Committee). Notwithstanding the foregoing sentence, a Director shall be liable to the extent provided by applicable law: (a) for breach of the Director’s duty of loyalty to the Corporation or its shareholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) under Section 1053 of the Act; or (d) for any transaction from which the Director derived an improper personal benefit. No amendment to or repeal of this Section shall apply to or have any effect on the liability or alleged liability of any Director for or with respect to any acts or omissions of such Director occurring before such amendment.
SECTION 7. Reservation of Right to Amend. The Corporation reserves the right to amend, alter, change, or repeal any provisions of this Certificate of Incorporation in the manner now or later prescribed by statute. All rights, powers, privileges, and discretionary authority granted or conferred upon shareholders or Directors are granted subject to this reservation.
The foregoing Fifth Amended and Restated Certificate of Incorporation has been duly adopted by the Corporation’s Board of Directors and shareholders in accordance with the applicable provisions of Sections 1077 and 1080 of the Act and is executed this February 9, 2023, by the Senior Vice President, General Counsel and Secretary of the Corporation.
CONTINENTAL RESOURCES, INC.
By: /s/ James R. Webb
James R. Webb, Senior Vice President,
General Counsel and Secretary
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