Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
DRIL-QUIP, INC.
FIRST: The name of the corporation is Dril-Quip, Inc.
(the "Corporation").
SECOND: The address of the registered office of the Corporation in
the State of Delaware is 1209 Orange Street in the City of Wilmington, County of
New Castle, 19801. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD: The purpose of the corporation is to engage in, carry on and
conduct any lawful business, act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware (the
"DGCL").
FOURTH: The aggregate number of shares of capital stock that the
Corporation shall have authority to issue is one thousand (1,000) shares of
common stock, par value $0.01 per share ("Common Stock"). Each share of Common
Stock shall entitle the holder thereof to one vote at all meetings of the
stockholders of the Corporation. Shares of Common Stock may be issued for such
consideration and for such corporate purposes as the Board of Directors of the
Corporation may from time to time determine. In the event of voluntary or
involuntary liquidation, distribution or sale of assets, dissolution or winding-
up of the Corporation, the holders of the Common Stock shall be entitled to
receive all the assets of the Corporation, tangible and intangible, of whatever
kind available for distribution to stockholders, ratably in proportion to the
number of shares of Common Stock held by each.
FIFTH: The name and mailing address of the incorporator are as
follows:
Name Mailing Address
---- ---------------
Kelly B. Rose 3000 One Shell Plaza
910 Louisiana
Houston, Texas 77002-4995
SIXTH: The powers of the incorporator shall terminate upon the
filing of this Certificate of Incorporation and the name and mailing address of
the persons to serve as directors of the Corporation until the first annual
meeting of the stockholders or until their successors are duly elected and
qualified are:
Name Mailing Address
---- ---------------
Larry E. Reimert 13550 Hempstead Highway
Houston, Texas 77040
Gary D. Smith 13550 Hempstead Highway
Houston, Texas 77040
J. Mike Walker 13550 Hempstead Highway
Houston, Texas 77040
Gary W. Loveless 13550 Hempstead Highway
Houston, Texas 77040
SEVENTH: (1) In General. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors
of the Corporation. In addition to the authority and powers conferred upon the
Board of Directors of the Corporation by the DGCL or by the provisions of this
Certificate of Incorporation, the Board of Directors of the Corporation is
hereby authorized and empowered to exercise all such powers and do all such acts
and things as may be exercised or done by the Corporation, subject to the
provisions of the DGCL, this Certificate of Incorporation and any Bylaws adopted
by the stockholders of the Corporation.
(2) Number, Election and Terms of Directors. The number of
directors that shall constitute the whole Board of Directors of the Corporation
shall be as from time to time fixed by, or in the manner provided in, the Bylaws
of the Corporation. Election of directors need not be by written ballot unless
the Bylaws of the Corporation shall so provide. Each director shall hold office
for the full term for which such director is elected and until such director's
successor shall have been duly elected and qualified or until his earlier death,
resignation or removal.
EIGHTH: The Board of Directors of the Corporation is expressly
empowered to adopt, amend or repeal the Bylaws of the Corporation.
NINTH: A director of the Corporation shall not be personally liable
to the Corporation or any of 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) under Section 174 of the DGCL, as the same exists
or hereafter may be amended, supplemented or replaced or (d) for any transaction
from which the director
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derived an improper personal benefit. If the DGCL is amended after the date of
filing of this Certificate of Incorporation to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent
permitted by the amended DGCL. Any repeal or modification of this Article NINTH
by the stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification.
* * *
I, the undersigned, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the DGCL, do make this certificate,
hereby declaring that this is my act and deed, and that the facts herein stated
are true, and accordingly have hereunto set my hand this 12th day of August,
1997.
/S/ Kelly B. Rose
_______________________________
Kelly B. Rose
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