Exhibit 3.1
RESTATED ARTICLES OF INCORPORATION
OF
PYRAMID OIL COMPANY
John H. Alexander and Lee G. Christianson hereby certify that:
1. They are the duly elected and acting President and Secretary, respectively, of Pyramid Oil Company, a California corporation (the “Corporation”).
2. The Articles of Incorporation of the Corporation, as amended to date, are hereby restated to read in their entirety as follows:
FIRST: That the name of said Corporation is, and shall be PYRAMID OIL COMPANY.
SECOND: The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
THIRD: That the place where the principal business of the said corporation is to be transacted is the County of Los Angeles, State of California.
FOURTH: This Corporation shall have perpetual existence.
FIFTH: That the number of its directors shall be seven (7).
SIXTH: This Corporation is authorized to issue two classes of stock, with no par value, designated Common Stock and Preferred Stock. The total number of shares that this Corporation is authorized to issue is 60,000,000. The number of shares of Common Stock that this Corporation is authorized to issue is 50,000,000, and the number of shares of Preferred Stock that this Corporation is authorized to issue is 10,000,000. The holders of the Common Stock or Preferred Stock shall have no preemptive rights to subscribe for or purchase any shares of any class of stock of this Corporation, whether now or hereafter authorized. The Board of Directors of this Corporation is authorized to: (i) determine the number of series into which shares of Preferred Stock may be divided; (ii) determine or alter the designations, rights, preferences, privileges, qualifications, limitations and restrictions granted to or imposed upon any unissued Preferred Stock or any wholly unissued series of Preferred Stock or any holders thereof; and (iii) fix the number of shares of each such series and increase or decrease, within the limits stated in any resolution of the Board of Directors originally fixing the number of shares constituting any series (but not below the number of such shares then outstanding), the number of shares of any such series subsequent to the issuance of shares of that series.
SEVENTH: The corporation elects to be governed by all of the provisions of Division 1 of Title 1 of the California Corporations Code (as amended by act of the California Legislature, 1975—976 Regular Session, effective January 1, 1977, as defined in Section 2300 of the
California General Corporation Law) not otherwise applicable to this corporation under Chapter 23 of said Division 1.
EIGHTH: LIMITATION ON LIABILITY OF DIRECTORS AND AUTHORITY TO INDEMNIFY AGENTS
The liability of directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. The Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors, or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to the Corporation and its shareholders.
3. The foregoing restatement of the Articles of Incorporation, as amended, has been duly approved by the board of directors of the Corporation and does not require shareholder approval pursuant to section 910(b) of the California Corporations Code.
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.
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| Dated: December 11, 2009 | /s/ John H. Alexander | |
| | John H. Alexander, President | |
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| Dated: December 11, 2009 | /s/ Lee G. Christianson | |
| | Lee G. Christianson, Secretary | |
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