EXHIBIT 3.1
RESTATED
CERTIFICATE OF INCORPORATION
of
CHEVRON CORPORATION
CHEVRON CORPORATION, a corporation organized and existing under the laws
of the State of Delaware, hereby certifies as follows:
1. The Corporation was originally incorporated under the name Standard
Oil Company of California. The date of filing its original Certificate of
Incorporation with the Secretary of State was January 27, 1926.
2. This Restated Certificate of Incorporation of Chevron Corporation
was duly adopted by the Board of Directors of the Corporation in accordance
with the provisions of Section 245 of the General Corporation Law of the state
of Delaware. This Restated Certificate of Incorporation of Chevron Corporation
only restates and integrates and does not further amend the provisions of the
Corporation's Restated Certificate of Incorporation, as filed May 6, 1987 and
heretofore amended or supplemented, and there is no discrepancy between those
provisions and the provisions of this Restated Certificate of Incorporation,
except that certain language contained in the Certificate of Amendment of the
Restated Certificate of Incorporation, filed May 3, 1994, necessary to effect
the split of the Corporation's Common Stock, which became effective May 11,
1994, has been omitted pursuant to Section 245(c) of the General Corporation
Law of the State of Delaware.
3. The text of the Restated Certificate of Incorporation as heretofore
amended or supplemented is hereby restated to read as herein set forth in
full:
ARTICLE I
The name of the corporation is CHEVRON CORPORATION.
ARTICLE II
The corporation's registered office is located at Number 1209 Orange
Street, in the City of Wilmington, County of New Castle. The name of the
corporation's registered agent at such address is The Corporation Trust
Company.
ARTICLE III
The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.
ARTICLE IV
1. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is one billion one hundred million
(1,100,000,000), of which one hundred million (100,000,000) shares shall be
Preferred Stock of the par value of one dollar ($1.00) per share, and one
billion (1,000,000,000) shares shall be Common Stock of the par value of one
dollar and fifty cents ($1.50) per share.
The number of authorized shares of Common Stock and Preferred Stock may be
increased or decreased (but not below the number of shares thereof outstanding)
if the increase or decrease is approved by the holders of a majority of the
shares of Common Stock, without the vote of the holders of the shares of
Preferred Stock or any series thereof, unless any such Preferred Stock holders
are entitled to vote thereon pursuant to the provisions established by the
Board of Directors in the resolution or resolutions providing for the issue of
such Preferred Stock, and if such holders of such Preferred Stock are so
entitled to vote thereon, then, except as may otherwise be set forth in this
Restated Certificate of Incorporation, the only stockholder approval required
shall be that of a majority of the combined voting power of the Common and
Preferred Stock so entitled to vote.
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2. The Board of Directors is expressly authorized to provide for the
issue, in one or more series, of all or any shares of the Preferred Stock and,
in the resolution or resolutions providing for such issue, to establish for each
such series
(a) the number of its shares, which may thereafter (unless
forbidden in the resolution or resolutions providing for such issue) be
increased or decreased (but not below the number of shares of the series
then outstanding) pursuant to a subsequent resolution of the Board of
Directors,
(b) the voting powers, full or limited, of the shares of such
series, or that such shares shall have no voting powers, and
(c) the designations, preferences and relative, participating,
optional or other special rights of the shares of such series, and the
qualifications, limitations or restrictions thereof.
3. In furtherance of the foregoing authority and not in limitation of it,
the Board of Directors is expressly authorized, in the resolution or
resolutions providing for the issue of a series of Preferred Stock,
(a) to subject the shares of such series, without the consent of the
holders of such shares, to being converted into or exchanged for shares of
another class or classes of stock of the Corporation, or to being redeemed
for cash, property or rights, including securities, all on such conditions
and on such terms as may be stated in such resolution or resolutions, and
(b) to make any of the voting powers, designations, preferences,
rights and qualifications, limitations or restrictions of the shares of the
series dependent upon facts ascertainable outside this Restated Certificate
of Incorporation.
4. Whenever the Board of Directors shall have adopted a resolution or
resolutions to provide for
(a) the issue of a series of Preferred Stock,
(b) a change in the number of authorized shares of a series of
Preferred Stock, or
(c) the elimination from this Restated Certificate of Incorporation
of all references to a previously authorized series of Preferred Stock by
stating that none of the authorized shares of a series of Preferred Stock
are outstanding and that none will be issued,
the officers of the Corporation shall cause a certificate, setting forth a
copy of such resolution or resolutions and, if applicable, the number of shares
of stock of such series, to be executed, acknowledged, filed and recorded, in
order that the certificate may become effective in accordance with the
provisions of the General Corporation Law of the State of Delaware, as from
time to time amended. When any such certificate becomes effective, it shall
have the effect of amending this Restated Certificate of Incorporation, and
wherever such term is used in these Articles, it shall be deemed to include the
effect of the provisions of any such certificate.
5. As used in this Article IV, the term "Board of Directors" shall
include, to the extent permitted by the General Corporation Law of the State of
Delaware, any duly authorized committee of the Board of Directors.
6. Holders of shares of Common Stock shall be entitled to receive such
dividends or distributions as are lawfully declared on the Common Stock; to have
notice of any authorized meeting of stockholders; to one vote for each share of
Common Stock on all matters which are properly submitted to a vote of such
stockholders; and, upon dissolution of the Corporation, to share ratably in the
assets thereof that may be available for distribution after satisfaction of
creditors and of the preferences, if any, of any shares of Preferred Stock.
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7. The Series A Participating Preferred Stock of the Corporation shall
consist of the following:
(a) Designation and Amount. The shares of the series of Preferred
Stock shall be designated as "Series A Participating Preferred Stock",
$1.00 par value per share, and the number of shares constituting such
series shall be twenty million. Such number of shares may be increased or
decreased by resolution of the Board of Directors; provided, that no
decrease shall reduce the number of shares of Series A Participating
Preferred Stock to a number less than that of the shares then outstanding
plus the number of shares issuable upon exercise of outstanding rights,
options or warrants or upon conversion of outstanding securities issued
by the Corporation.
(b) Dividends and Distributions (Including Upon Liquidation,
Dissolution or Winding Up).
(i) Subject to the prior and superior rights of the holders of
any shares of any series of Preferred Stock ranking prior and superior
to the shares of Series A Participating Preferred Stock with respect
to dividends or distributions (whether or not upon any liquidation,
dissolution or winding up of the Corporation), the holders of shares
of Series A Participating Preferred Stock, in preference to the
holders of shares of Common Stock, par value $1.50 per share (the
"Common Stock"), of the Corporation and any other junior stock, shall
be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose, subject to
the provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions (whether or not upon any liquidation,
dissolution or winding up of the Corporation) other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared
on the Common Stock, since the first issuance of any share or fraction
of a share of Series A Participating Preferred Stock. In the event
the Corporation shall at any time after the close of business on July
27, 1994 (the "Amended Rights Declaration Date") (A) declare any
dividend on Common Stock payable in shares of Common Stock, (B)
subdivide the outstanding Common Stock, or (C) combine the outstanding
Common Stock into a smaller number of shares, by reclassification or
otherwise, then in each such case the amount to which holders of
shares of Series A Participating Preferred Stock were entitled
immediately prior to such event under the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares
of Common Stock that were outstanding immediately prior to such event.
(ii) Other than with respect to a dividend on the Common Stock
payable in shares of Common Stock, the Corporation shall declare a
dividend or distribution on the Series A Participating Preferred Stock
as provided in subparagraph (i) above at the same time as it declares
a dividend or distribution on the Common Stock. The date or dates set
for the payment of such dividend or distribution on the Series A
Participating Preferred Stock and the record date or dates for the
determination of entitlement to such dividend or distribution shall be
the same date or dates as are set for the dividend or distribution on
the Common Stock. On any such payment date, no dividend or
distribution shall be paid on the Common Stock until the appropriate
payment has been made on the Series A Participating Preferred Stock.
(c) Voting Rights. The holders of shares of Series A Participating
Preferred Stock shall have the following voting rights:
(i) Subject to the provision for adjustment hereinafter set
forth, each share of Series A Participating Preferred Stock shall
entitle the holder thereof to 100 votes on all matters submitted to
a vote of the stockholders of the Corporation. In the event the
Corporation shall at any time after the Amended Rights Declaration
Date (A) declare any dividend on Common Stock payable in shares of
Common Stock, (B) subdivide the outstanding Common Stock into a
greater number of shares, or (C) combine the outstanding Common
Stock into a smaller number of shares, by
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reclassification or otherwise, then in each such case the number of
votes per share to which holders of shares of Series A Participating
Preferred Stock were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares
of Common Stock outstanding immediately prior to such event.
(ii) Except as otherwise provided herein or by law, the holders
of shares of Series A Participating Preferred Stock and the holders of
shares of Common Stock shall vote together as one class on all matters
submitted to a vote of stockholders of the Corporation.
(iii)(A) If at any time dividends on any Series A
Participating Preferred Stock shall be in arrears in an amount
equal to six (6) quarterly dividends thereon, the occurrence of
such contingency shall mark the beginning of a period (herein
called a "default period") which shall extend until such time
when all accrued and unpaid dividends for all previous quarterly
dividend periods and for the current quarterly dividend period
on all shares of Series A Participating Preferred Stock then
outstanding shall have been declared and paid or set apart for
payment. During each default period, all holders of Preferred
Stock (including holders of the Series A Participating Preferred
Stock) with dividends in arrears in an amount equal to six (6)
quarterly dividends thereon, voting as a class, irrespective of
series, shall have the right to elect two (2) Directors.
(B) During any default period, such voting right of the
holders of Series A Participating Preferred Stock may be
exercised initially at a special meeting called pursuant to
subparagraph (C) of this Section 7(c)(iii) or at any annual
meeting of stockholders, and thereafter at annual meetings of
stockholders, provided that neither such voting right nor the
right of the holders of any other series of Preferred Stock, if
any, to increase, in certain cases, the authorized number of
Directors shall be exercised unless the holders of ten percent
(10%) in number of shares of Preferred Stock outstanding shall
be present in person or by proxy. The absence of a quorum of
the holders of Common Stock shall not affect the exercise by the
holders of Preferred Stock of such voting right. At any meeting
at which the holders of Preferred Stock shall exercise such
voting right initially during an existing default period, they
shall have the right, voting as a class, to elect Directors to
fill such vacancies, if any, in the Board of Directors as may
then exist up to two (2) Directors, or if such right is
exercised at an annual meeting, to elect two (2) Directors. If
the number which may be so elected at any special meeting does
not amount to the required number, the holders of the Preferred
Stock shall have the right to make such increase in the number
of Directors as shall be necessary to permit the election by
them of the required number. After the holders of the Preferred
Stock shall have exercised their right to elect Directors in any
default period and during the continuance of such period, the
number of Directors shall not be increased or decreased except by
vote of the holders of Preferred Stock as herein provided or
pursuant to the rights of any equity securities ranking senior to
or pari passu with the Series A Participating Preferred Stock.
(C) Unless the holders of Preferred Stock shall, during
an existing default period, have previously exercised their
right to elect Directors, the Board of Directors may order, or
any stockholder or stockholders owning in the aggregate not less
than ten percent (10%) of the total number of shares of Preferred
Stock outstanding, irrespective of series, may request, the
calling of a special meeting of the holders of Preferred Stock,
which meeting shall thereupon be called by the Chairman of the
Board, a Vice Chairman of the Board or the Secretary of the
Corporation. Notice of such meeting and of any annual meeting
at which holders of Preferred Stock are entitled to vote pursuant
to this subparagraph (c)(iii)(C) shall be given to each holder of
record of Preferred Stock by mailing a copy of such notice to him
at his last address as the same appears on the books of the
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Corporation. Such meeting shall be called for a time not earlier
than 10 days and not later than 60 days after such order or
request or in default of the calling of such meeting within 60
days after such order or request, such meeting may be called on
similar notice by any stockholder or stockholders owning in the
aggregate not less than ten percent (10%) of the total number of
shares of Preferred Stock outstanding. Notwithstanding the
provisions of this subparagraph (c)(iii)(C), no such special
meeting shall be called during the period within 60 days
immediately preceding the date fixed for the next annual meeting
of the stockholders.
(D) In any default period, the holders of Common Stock,
and other classes of stock of the Corporation, if applicable,
shall continue to be entitled to elect the whole number of
Directors until the holders of Preferred Stock shall have
exercised their right to elect two (2) Directors voting as a
class, after the exercise of which right (x) the Directors so
elected by the holders of Preferred Stock shall continue in
office until their successors shall have been elected by such
holders or until the expiration of the default period, and (y)
any vacancy in the Board of Directors may (except as provided in
subparagraph (c)(iii)(B) of this Section 7) be filled by vote of
a majority of the remaining Directors theretofore elected by the
holders of the class of stock which elected the Director whose
office shall have become vacant. References in this
paragraph (iii) to Directors elected by the holders of a
particular class of stock shall include Directors elected by such
Directors to fill vacancies as provided in clause (y) of the
foregoing sentence.
(E) Immediately upon the expiration of a default period
(x) the right of the holders of Preferred Stock as a class to
elect Directors shall cease, (y) the term of any Directors
elected by the holders of Preferred Stock as a class shall
terminate, and (z) the number of Directors shall be such number
as may be provided for in, or pursuant to, this Restated
Certificate of Incorporation or By-Laws irrespective of any
increase made pursuant to the provisions of subparagraph
(c)(iii)(B) of this Section 7 (such number being subject,
however, to change thereafter in any manner provided by law
or in this Restated Certificate of Incorporation or By-Laws).
Any vacancies in the Board of Directors effected by the
provisions of clauses (y) and (z) in the preceding sentence
may be filled by a majority of the remaining Directors, even
though less than a quorum.
(iv) Following the establishment of a Fairness Committee of the
Board of Directors, pursuant to the provisions of Article VII of this
Restated Certificate of Incorporation of the Corporation as in effect
on the date hereof, no action requiring the approval of the holders of
Common Stock pursuant to such provisions may be effected without the
approval of the holders of a majority of the voting power of the
aggregate outstanding shares of the Series A Participating Preferred
Stock and the Common Stock.
(v) Except as set forth herein, holders of Series A
Participating Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are
entitled to vote on matters submitted to the stockholders of the
Corporation as set forth herein) for taking any corporate action.
(d) Certain Restrictions.
(i) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Participating Preferred Stock as
provided in Subsection (b) are in arrears, thereafter and until all
accrued and unpaid dividends and distributions, whether or not
declared, on shares of Series A Participating Preferred Stock
outstanding shall have been paid in full, the Corporation shall not
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(A) declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for
consideration any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the
Series A Participating Preferred Stock;
(B) declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up)
with the Series A Participating Preferred Stock except dividends
paid ratably on the Series A Participating Preferred Stock and
all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the holders
of all such shares are then entitled;
(C) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking on a parity (either as
to dividends or upon liquidation, dissolution or winding up) with
the Series A Participating Preferred Stock provided that the
Corporation may at any time redeem, purchase or otherwise acquire
shares of any such parity stock in exchange for shares of any
stock of the Corporation ranking junior (either as to dividends
or upon dissolution, liquidation or winding up) to the Series A
Participating Preferred Stock; or
(D) purchase or otherwise acquire for consideration any
shares of Series A Participating Preferred Stock or any shares of
stock ranking on a parity with the Series A Participating
Preferred Stock except in accordance with a purchase offer made
in writing or by publication (as determined by the Board of
Directors) to all holders of such shares upon such terms as the
Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will
result in fair and equitable treatment among the respective
series or classes.
(ii) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any
shares of stock of the Corporation unless the Corporation could, under
subparagraph (i) of this Subsection (d), purchase or otherwise acquire
such shares at such time and in such manner.
(e) Reacquired Shares. Any shares of Series A Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and canceled promptly after the
acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as
part of a new series of Preferred Stock to be created by resolution or
resolutions of the Board of Directors, subject to the conditions and
restrictions on issuance set forth herein.
(f) Consolidation, Merger, etc. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any such case the
shares of Series A Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the
provision for adjustment hereinafter set forth) equal to 100 times the
aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share
of Common Stock is changed or exchanged. In the event the Corporation
shall at any time after the Amended Rights Declaration Date (i) declare
any dividend on Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each
such case the amount set forth in the preceding sentence with respect to
the exchange or change of shares of Series A Participating Preferred Stock
shall be adjusted by multiplying such amount by a fraction the numerator
of which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of
Common Stock that are outstanding immediately prior to such event.
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(g) Redemption. The shares of Series A Participating Preferred
Stock shall not be redeemable.
(h) Ranking. The Series A Participating Preferred Stock shall rank
junior to all other series of the Corporation's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of
any such series shall provide otherwise.
(i) Amendment. This Restated Certificate of Incorporation and the
By-Laws of the Corporation shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights of
the Series A Participating Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of a majority of the
outstanding shares of Series A Participating Preferred Stock voting
separately as a class.
(j) Fractional Shares. Series A Participating Preferred Stock may
be issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of
all other rights of holders of Series A Participating Preferred Stock.
ARTICLE V
The corporation shall be entitled to treat the person in whose name any
share is registered as the owner thereof, for all purposes, and shall not be
bound to recognize any equitable or other claim to, or interest in, such share
on the part of any other person, whether or not the corporation shall have
notice thereof, save as expressly provided by the laws of the United States of
America or of the State of Delaware.
ARTICLE VI
The Board of Directors is expressly authorized to make and alter the
By-Laws of the corporation, without any action on the part of the stockholders;
but the By-Laws made by the Directors and the powers so conferred may be
altered or repealed by the Directors or stockholders.
ARTICLE VII
1. A Fairness Committee of the Board of Directors of the Corporation is
hereby established during any period of the existence of a 10% Stockholder.
The Fairness Committee shall have such powers and duties as may be set forth
in this Certificate of Incorporation, and such additional powers and duties as
may be established and set forth in the By-Laws of the Corporation or a
resolution of the Board of Directors of the Corporation. Each Director of the
Corporation who is not a 10% Stockholder and has served continuously since
before any current establishment of the Fairness Committee, shall be a member
of such committee; no other Director shall be a member of the committee unless
chosen unanimously by the other members. The Fairness Committee shall act by
a majority of its members, and shall establish such other rules of procedure
as it sees fit to govern its actions; provided, however, that it shall have
no power to take any action unless there are at least three members in
agreement on such action. The Corporation shall pay all the reasonable
expenses of the Fairness Committee, including the fees and expenses of
persons (including former members of the committee) hired to assist the
committee or its members in their tasks, and expenses incurred by the members
of the committee in the course of attending its meetings or otherwise carrying
out its functions.
2. It shall be the duty of the Fairness Committee to make a separate
determination as to the fairness to the Corporation and all of its stockholders
of transactions that are not in the ordinary course of the business of the
Corporation. Such extraordinary transactions shall include:
(a) any liquidation or dissolution of the Corporation, or its merger
or consolidation with or into any other corporation;
(b) any one or any series of sales, leases, exchanges, pledges,
transfers or other dispositions of any substantial portion of the assets
of the Corporation and its consolidated subsidiaries, taken as a whole;
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(c) any substantial increase in the total debt of the Corporation and
its consolidated subsidiaries, taken as a whole;
(d) any purchase or other acquisition of securities or other assets
or liabilities from, or any loan of money or other assets to, or any
guarantee of indebtedness or other obligations of, any 10% Stockholder;
and
(e) any issuance, redemption, reclassification or other exchange or
transfer (except the recordation of transfer) of securities of the
Corporation or any of its subsidiaries, which, directly or indirectly,
increases any 10% Stockholder's relative voting power or other beneficial
interest in the Corporation or any of its subsidiaries.
If the Fairness Committee does not determine it to be in the best interests of
the Corporation and its stockholders for an extraordinary transaction to
proceed without special ratification by the stockholders, then such
ratification shall be a condition to any corporate act that would effect or
facilitate such transaction. Such ratification shall require not less than the
affirmative vote of either
(a) two-thirds of the outstanding shares of the Common Stock of the
Corporation, or
(b) a majority of the outstanding shares of the Common Stock of the
Corporation, and a majority of the outstanding shares of the Common Stock
of the Corporation excluding any shares of which any 10% Stockholder is
a beneficial owner.
Any determination by the Fairness Committee or ratification by the stockholders
of the Corporation pursuant to the provisions of this paragraph 2 shall not
affect any other requirements that applicable law, this Certificate of
Incorporation, or the By-Laws of the Corporation may establish as conditions to
particular corporate acts.
3. For purposes of this Article VII:
(a) "10% Stockholder" shall mean any person who is a beneficial owner
of securities of the Corporation aggregating at least ten percent of the
voting power of the outstanding securities of the Corporation entitled to
vote on the election of Directors.
(b) A person shall be deemed to be a "beneficial owner" of securities
if the right, pursuant to an agreement or otherwise, to
(i) vote such securities,
(ii) receive dividends or interest declared thereon,
(iii) dispose or receive money or other property upon the sale or
surrender thereof, whether at maturity or otherwise, or
(iv) acquire the beneficial ownership thereof, whether
immediately, at the expiration of a term, or upon satisfaction of
any condition,
is held or shared by
(i) such person,
(ii) anyone related to such person, or
(iii) anyone else with whom such person or any such related person
has any agreement, arrangement or understanding (except to act solely
as a holder of record, or as a broker for purchasing or selling
securities) for the purpose of acquiring, holding, voting or
disposing of securities of the Corporation.
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Without limiting the generality of the foregoing, a person is also a
"beneficial owner" of securities if such securities are listed or described in
the text of, or a note to, any report on a Schedule 13-D or a Form 3 or 4 or
any successor form or schedule which such person has on file with the
Securities and Exchange Commission or a successor agency; and, notwithstanding
any of the foregoing,
(i) a trustee under a qualified profit-sharing plan established
by the Corporation is not a beneficial owner of securities in the
trust if the trustee is not permitted to vote such securities other
than in accordance with the direction of the beneficiaries of the
trust, and
(ii) the holder of a revocable proxy to vote securities of the
Corporation at a meeting of stockholders or with respect to a
proposed action by written consent shall not be deemed a beneficial
owner of such securities if such revocable proxy was solicited on
the basis of information presented in a proxy statement conforming
to the requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, and such proxy
holder possesses no other incident of beneficial ownership with
respect to such securities.
(c) One is "related to" a person and is a "related person" to such
person if one is
(i) the spouse of such person,
(ii) a relative of such person or such spouse sharing the home
of such person,
(iii) a corporation, trust, estate, partnership, joint venture
or other organization in which such person, spouse or relative is
a director, officer, trustee, executor, partner, joint venturer
or other executive or manager, or in which such person, spouse or
relative has a substantial beneficial interest, or
(iv) a person who, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control
with, any of the foregoing.
4. The Fairness Committee shall have the power to interpret and to
determine the satisfaction of all the terms, provisions and requirements of
this Article VII. If the Fairness Committee shall be unable to act, a
majority of all present and former members of the Fairness Committee shall
have the power to determine who is a 10% Stockholder, what transactions are
extraordinary, and what percentage of the outstanding shares of the Common
Stock of the Corporation that are not held by any 10% Stockholder have
voted to ratify any extraordinary transaction.
5. Nothing contained in this Article VII shall relieve any person from
any fiduciary obligation otherwise imposed by law, or impose any fiduciary
obligation not otherwise imposed by law on the Board of Directors of the
Corporation or any committee or member thereof to approve any action or
recommend its adoption or approval by the stockholders of the Corporation.
6. Any proposal to amend or repeal any provision of this Article VII
or any other proposal to amend this Certificate of Incorporation that is
inconsistent with any provision set forth in this Article VII shall require
not less than the affirmative vote of two-thirds of the outstanding shares
of the Common Stock of the Corporation.
ARTICLE VIII
1. Not less than thirty days' prior notice of any meeting of
stockholders and of any business to be conducted at such meeting, together
with a proxy statement which
(a) complies as to form and content with the requirements which have
been established for proxy statements pursuant to the Securities Exchange
Act of 1934, as amended, and
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(b) describes any action of stockholders to be taken at such meeting
and the recommendations of the several Directors with respect thereto,
shall be given in writing by the Corporation to each stockholder entitled to
vote at such meeting, and no business shall be conducted at such meeting except
that which has been set forth in the notice of such meeting.
2. Any action which may be taken by stockholders of the Corporation at
an annual or special meeting and which requires the approval of at least a
majority of
(a) the voting power of the securities of the Corporation present at
such meeting and entitled to vote on such action, or
(b) the shares of the Common Stock of the Corporation present at such
meeting,
may not be effected except at such an annual or special meeting by the vote
required for the taking of such action.
3. Any of the provisions of paragraph 1 or 2 of this Article VIII may be
waived by the Fairness Committee, if one has been established by the provisions
of Article VII of this Certificate of Incorporation, or, if no such Fairness
Committee shall have been established, then by the Board of Directors of the
Corporation.
4. Any proposal to amend or repeal any provision of this Article VIII or
any other proposal to amend this Certificate of Incorporation that is
inconsistent with any provision set forth in this Article VIII shall require not
less than the affirmative vote of two-thirds of the outstanding shares of the
Common Stock of the Corporation.
ARTICLE IX
1. A director of the corporation shall not be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its stockholders; (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law; (c) pursuant to section 174 of the Corporation Law; or (d) for any
transaction from which the director derived an improper personal benefit.
2. To the fullest extent authorized by the Corporation Law, the
corporation shall indemnify any Corporate Servant who was or is a party or
is threatened to be made a party to any Proceeding by reason of the fact
that such person was or is a Corporate Servant.
3. In serving or continuing to serve the corporation, a Corporate Servant
is entitled to rely and shall be presumed to have relied on the rights granted
pursuant to the foregoing provisions of this Article IX, which shall be
enforceable as contract rights and inure to the benefit of the heirs,
executors and administrators of the Corporate Servant; and no repeal or
modification of the foregoing provisions of this Article IX shall adversely
affect any right existing at the time of such repeal or modification.
4. The Board of Directors is authorized, to the extent permitted by the
Corporation Law, to cause the corporation to pay expenses incurred by Corporate
Servants in defending Proceedings and to purchase and maintain insurance on
their behalf whether or not the corporation would have the power to indemnify
them under the provisions of this Article IX or otherwise.
5. Any right or privilege conferred by or pursuant to the provisions of
this Article IX shall not be exclusive of any other rights to which any
Corporate Servant may otherwise be entitled.
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6. As used in this Article IX:
(a) "Corporate Servant" means any natural person who is or was a
director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, manager,
partner, trustee, employee or agent of another corporation, partnership,
joint venture, trust or other organization or enterprise, nonprofit or
otherwise, including an employee benefit plan;
(b) "Corporation Law" means the General Corporation Law of the State
of Delaware, as from time to time amended;
(c) "indemnify" means to hold harmless against expenses (including
attorneys' fees), judgments, fines (including excise taxes assessed with
respect to an employee benefit plan) and amounts paid in settlement
actually and reasonably incurred by the Corporate Servant in connection
with a Proceeding;
(d) "Proceeding" means any threatened, pending or completed action,
suit or proceeding, whether civil, criminal or administrative; and
(e) "request of the corporation" includes any written authorization
by an officer of the Corporation.
IN WITNESS WHEREOF, said Chevron Corporation has caused this certificate
to be signed by Kenneth T. Derr, its Chairman of the Board, and attested by
Malcolm J. McAuley, its Secretary, as of this 2nd day of August, 1994.
CHEVRON CORPORATION
/s/ KENNETH T. DERR
By ------------------------
Kenneth T. Derr
Chairman of the Board
ATTEST:
/s/ MALCOLM J. MCAULEY
By -------------------------
Malcolm J. McAuley
Secretary
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