Exhibit 3.1
ARTICLES OF INCORPORATION
OF
NEW SWIFT ENERGY COMPANY
a Texas corporation
I, the undersigned natural person of the age of eighteen (18) years or
more, acting as incorporator of a corporation under the Texas Business
Corporation Act (the "Act"), do hereby adopt the following Articles of
Incorporation for such corporation:
ARTICLE I
The name of this corporation is New Swift Energy Company (the
"Corporation").
ARTICLE II
The period of the Corporation's duration is perpetual.
ARTICLE III
The Corporation is organized for the purpose of engaging in any lawful act,
activity and/or business for which corporations may be organized under the Texas
Business Corporation Act.
ARTICLE IV
The aggregate number of shares of all classes of stock which the
Corporation shall have authority to issue is 90 million shares, consisting of
(a) 85 million shares of Common Stock, par value $.01 per share ("Common
Stock"), and (b) 5 million shares of Preferred Stock, par value $.01 per share
("Preferred Stock").
The Board of Directors shall issue Preferred Stock from time to time at its
option for such consideration and pursuant to such terms and conditions as it
may decide. The Board of Directors shall determine the relative rights and
preferences of the Preferred Stock and Common Stock and may, at its option,
divide such Preferred Stock into series and determine variations, if any,
between any series so established.
ARTICLE V
No shareholder shall have a preemptive right to acquire any shares or
securities of any class, whether now or hereafter authorized, which may at any
time be issued, sold or offered for sale by the Corporation.
-1-
ARTICLE VI
The address of the Corporation's registered office is 16825 Northchase
Drive, Suite 400, Houston, Texas 77060, and the name of its registered agent at
such address is Terry E. Swift.
ARTICLE VIII
The number of directors of this Corporation shall be not less than three
(3) nor more than fifteen (15), the exact number to be fixed from time to time
in the manner provided in the Bylaws of the Corporation. The number of directors
constituting the initial Board of Directors is nine (9), and the names and
addresses of such persons who are to serve as directors until each of his/her
successors is elected and qualified are:
Name Address
Henry C. Montgomery 16825 Northchase Drive, Suite 400
Houston, Texas 77060
Clyde W. Smith, Jr. 16825 Northchase Drive, Suite 400
Houston, Texas 77060
A. Earl Swift 16825 Northchase Drive, Suite 400
Houston, Texas 77060
Terry E. Swift 16825 Northchase Drive, Suite 400
Houston, Texas 77060
Deanna L. Cannon 16825 Northchase Drive, Suite 400
Houston, Texas 77060
Raymond E. Galvin 16825 Northchase Drive, Suite 400
Houston, Texas 77060
Douglas J. Lanier 16825 Northchase Drive, Suite 400
Houston, Texas 77060
Greg Matiuk 16825 Northchase Drive, Suite 400
Houston, Texas 77060
Bruce H. Vincent 16825 Northchase Drive, Suite 400
Houston, Texas 77060
ARTICLE VIII
The right to cumulate votes in the election of directors is hereby
expressly denied.
-2-
ARTICLE IX
Except as may otherwise be provided in the bylaws, the Board of Directors
of this Corporation is expressly authorized to alter, amend, or repeal the
bylaws or to adopt new bylaws of this Corporation without any action on the part
of the shareholders; but the bylaws made by the directors and the powers so
conferred may be altered or repealed by the shareholders.
ARTICLE X
Pursuant to Article 1302-7.06 of the Texas Miscellaneous Corporation Laws
Act, as amended, no member of the Board of Directors of the Corporation shall be
liable, personally or otherwise, in any way to the Corporation or its
shareholders for monetary damages caused in any way by an act or omission
occurring in the director's capacity as a director of the Corporation, except
that this Article does not eliminate or limit liability of a director to the
extent that the director is found liable for:
(1) a breach of a director's duty of loyalty to the Corporation or its
shareholders;
(2) an act or omission not in good faith that constitutes a breach of duty
of the director to the Corporation or an act or omission that involves
intentional misconduct or a knowing violation of the law;
(3) a transaction from which the director received an improper benefit
whether or not the benefit resulted from an action taken within the
scope of the director's office; or
(4) an act or omission for which the liability of a director is expressly
provided by an applicable statute.
ARTICLE XI
The Corporation shall have the obligation or power, as may be applicable
under the Corporation's bylaws, to indemnify its officers, directors, employees
and agents for costs and expenses incurred by such persons in connection with
certain legal proceedings, and to purchase and maintain liability insurance for
those persons, as provided in the Corporation's bylaws and any future amendments
thereto, and to the full extent permitted by the applicable laws of the State of
Texas and any future amendments thereto.
ARTICLE XII
Any action required by the Texas Business Corporation Act to be taken at
any annual or special meeting of shareholders, or any action that may be taken
at any annual or special meeting of shareholders, may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holder or
holders of shares having not less than the minimum number of votes that would be
necessary to take such action at a meeting at which the holders of all shares
entitled to vote on the action were present and voted. Such consent or consents
shall be in such form and shall be delivered to the Corporation in such manner
as specified in Article 9.10A of the Texas Business Corporation Act, as amended,
or similar successor provision.
-3-
The name of the incorporator is Karen Bryant and the address of the
incorporator is 16825 Northchase Drive, Suite 400, Houston, Texas 77060.
Executed effective as of the 15th day of December, 2005.
INCORPORATOR
/s/ Karen Bryant
___________________________
Karen Bryant
-4-