Exhibit 3.1
ARTICLES OF AMENDMENT OF
PENN VIRGINIA CORPORATION
The undersigned, on behalf of the corporation set forth below, pursuant to Title 13.1, Chapter 9, Article 11 of the Code of Virginia, states as follows:
| 1. | The name of the corporation is Penn Virginia Corporation. |
| 2. | The text of the amendment is as follows: |
| 3. | The first paragraph of Article 6 of the Company’s Articles of Incorporation is amended to read in its entirety as follows: |
| ARTICLE 6. | The aggregate number of shares which the corporation has authority to issue is 128,100,000 shares, divided into two classes consisting of 100,000 shares of Preferred Stock of the par value of $100 per share (hereinafter called “Preferred Stock”) and 128,000,000 shares of Common Stock of the par value of $0.01 per share (hereinafter called “Common Stock”). |
| 4. | The foregoing amendment was adopted on May 5, 2010. |
| 5. | The amendment was proposed by the board of directors and submitted to the shareholders in accordance with the provisions of Title 13.1, Chapter 9 of the Code of Virginia and: |
| a. | The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the amendment were: |
Designation | Number of outstanding shares | Number of votes | ||
Common Stock | 45,445,136 | 45,445,136 |
| b. | The total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment was: |
Voting group | Total votes FOR | Total votes AGAINST | ||
Common Stock | 38,011,935 | 3,097,940 |
| c. | The number cast for the amendment by each voting group was sufficient for approval by that voting group. |
Executed in the name of the corporation by: |
/s/ Nancy M. Snyder |
Nancy Snyder |
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary |
| May 6, 2010 |
| SCC Corporate ID No.: 0016971-4 |