Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
NUEVO ENERGY COMPANY
ARTICLE ONE
The name of the Corporation is Nuevo Energy Company.
ARTICLE TWO
The address of the Corporation's registered office in the State of Delaware
is 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, and the
name of its registered agent at such address is The Corporation Trust Company.
ARTICLE THREE
The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware ("Act").
ARTICLE FOUR
The Corporation shall have authority to issue two classes of stock, and the
total number authorized shall be fifty million (50,000,000) shares of Common
Stock of the par value of one cent ($.01) each, and ten million (10,000,000)
shares of Preferred Stock of the par value of one dollar ($1.00) each. A
description of the different classes of stock of the Corporation and a statement
of the designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, in respect of each class of
such stock are as follows:
1. Issuance in Class or Series. The Common or Preferred Stock may be
issued from time to time in one or more series, or either or both of the Common
or Preferred Stock may be divided into additional classes and such classes into
one or more series. The terms of a class or series, including all rights and
preferences, shall be as specified in the resolution or resolutions adopted by
the Board of Directors designating such class or series which resolution or
resolutions the Board of Directors is hereby expressly authorized to adopt. Such
resolution or resolutions with respect to a class or series shall specify all or
such of the rights or preferences of such class or series as the Board of
Directors shall determine, including the following, if applicable: (a) the
number of shares to constitute such class or series and the distinctive
designation thereof; (b) the dividend or manner for determining the dividend
payable with respect to the shares of such class or series and the date or dates
from which dividends shall accrue, whether such dividends shall be cumulative,
and, if cumulative, the date or dates from which dividends shall accumulate and
whether the shares in such class or series shall be entitled to preference or
priority over any other class or series of stock of the Corporation with respect
to payment of dividends; (c) the terms and conditions, including price or a
manner for determining the price, of redemption, if any, of the shares of such
class or series; (d) the terms and
conditions of a retirement or sinking fund, if any, for the purchase or
redemption of the shares of such class or series; (e) the amount which the
shares of such class or series shall be entitled to receive, if any, in the
event of any liquidation, dissolution or winding up of the Corporation and
whether such shares shall be entitled to a preference or priority over shares of
another class or series with respect to amounts received in connection with any
liquidation, dissolution or winding up of the Corporation; (f) whether the
shares of such class or series shall be convertible into, or exchangeable for,
shares of stock of any other class or classes, or any other series of the same
or any other classes of stock, of the Corporation and the terms and conditions
of any such conversation or exchange; (g) the voting rights, if any, of shares
of stock of such class or series in addition to those granted herein, if any;
(h) the status as to reissuance or sales of shares of such class or series
redeemed, purchased or otherwise reacquired, or surrendered to the Corporation
on conversion; (i) the conditions and restrictions, if any, on the payment of
dividends or on the making of other distributions on, or the purchase,
redemption or other acquisition by the Corporation or any subsidiary, of any
other class or series of stock of the Corporation ranking junior to such shares
as to dividends or upon liquidation; (j) the conditions, if any, on the creation
of indebtedness of the Corporation, or any subsidiary; and (k) such other
preferences, rights, restrictions and qualifications as the Board of Directors
may determine.
All shares of the Common Stock shall rank equally and all shares of the
Preferred Stock shall rank equally, and be identical within their classes in all
respects regardless of series, except as to terms which may be specified by the
Board of Directors pursuant to the above provisions. All shares of any one
series of a class of Common or Preferred Stock shall be of equal rank and
identical in all respects, except that shares of any one series issued at
different times may differ as to the dates which dividends thereon shall accrue
and be cumulative.
2. Other Provisions. Shares of Common or Preferred Stock of any class or
series may be issued with such voting powers, full or limited, or no voting
powers, and such designations, preferences and relative participating, option or
special rights, and qualifications, limitations or restrictions thereof, as
shall be stated and expressed in the resolution or resolutions providing for the
issuance of such stock adopted by the Board of Directors. Any of the voting
powers, designations, preferences, rights and qualifications, limitations or
restrictions of any such class or series of stock may be made dependent upon
facts ascertainable outside the resolution or resolutions of the Board of
Directors providing for the issue of such stock by the Board of Directors,
provided the manner in which such facts shall operate upon the voting powers,
designations, preferences, rights and qualifications, limitations or
restrictions or such class or series is clearly set forth in the resolution or
resolutions providing for the issue of such stock adopted by the Board of
Directors.
3. Common Stock. Except as otherwise provided in any resolution or
resolutions adopted by the Board of Directors providing for the issuance of a
class or series of Common Stock, the Common Stock shall (a) have the exclusive
voting power of the corporation; (b) entitle the holders thereof to one vote per
share at all meetings of the stockholders of the Corporation; (c) entitle the
holders to share ratably, without preference over any other shares of the
Corporation in all assets of the Corporation in the event of any dissolution,
liquidation or winding up of the Corporation; and (d) entitle the record holders
thereof on such record dates as are determined, from time to time, by the Board
of Directors to receive such dividends, if any, if, as and when declared by the
Board of Directors.
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ARTICLE FIVE
The Corporation is to have perpetual existence.
ARTICLE SIX
1. Number, Election and Terms of Directors. The business and affairs of
the Corporation shall be managed by a Board of Directors, which, subject to the
rights of holders of shares of any class of series of Preferred Stock of the
Corporation then outstanding ("Preferred Stock") to elect additional directors
under specified circumstances, shall consist of not less than three nor more
than twenty-one persons. The exact number of directors within the minimum and
maximum limitations specified in the preceding sentence shall be fixed from time
to time by either (i) the Board of Directors pursuant to a resolution adopted
by a majority of the entire Board of Directors, (ii) the affirmative vote of
the holders of 80% or more of the voting power of all of the shares of the
Corporation entitled to vote generally in the election of directors voting
together as a single class or (iii) pursuant to paragraph 7 of Article Eight
hereof. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director. The directors shall
be divided into three classes as nearly equal in number as possible, with the
term of office of the first class to expire at the 1991 annual meeting of
stockholders, the term of office of the second class to expire at the 1992
annual meeting of stockholders, and the term office of the third class to expire
at the 1993 annual meeting of stockholders, and with the members of each class
to hold office until their successors shall have been elected and qualified. At
each annual meeting of stockholders following such initial classification and
election, directors elected to succeed those directors whose terms expire shall
be elected for a term of office to expire at the third succeeding annual meeting
of stockholders after their election.
2. Stockholder Nomination of Director Candidates. Advance notice of
stockholder nominations for the election of directors shall be at least 120 days
in advance of the date in which the next previous annual meeting of stockholders
was held.
3. Newly-Created Directorships and Vacancies. Subject to the rights of
the holders of any series of any Preferred Stock then outstanding, newly-created
directorships resulting from any increase in the authorized number of directors
and any vacancies in the Board of Directors resulting from the death,
resignation, retirement, disqualification, removal from office or other cause
may be filled by a majority vote of the directors then in office even though
less than a quorum, or by a sole remaining director.
4. Removal. Subject to the rights of the holders of any series of any
Preferred Stock then outstanding, any director or the entire Board of Directors,
may be removed from office at any annual or special meeting called for such
purpose, and then only for cause and only by the affirmative vote of the holders
of 80% or more of the voting power of all of the shares of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class. As used herein, cause shall mean only the following: proof,
beyond the existence of a reasonable doubt that a director has been convicted of
a felony, committed grossly negligent or wilful misconduct resulting in a
material detriment to the Corporation, or committed a material breach of his
fiduciary duty to the Corporation resulting in a material detriment to the
Corporation.
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5. Amendment Repeal, etc. Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the affirmative vote of the
holders of 80% or more of the voting power of all of the shares of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to alter, amend or adopt any
provision inconsistent with or repeal this Article Six, or to alter, amend,
adopt any provision inconsistent with or repeal comparable section of the Bylaws
of the Corporation.
ARTICLE SEVEN
Subject to the rights of the holders of any series of Preferred Shares then
outstanding, any action required or permitted to be taken by the stockholders of
the Corporation must be effected at a duly called annual or special meeting of
stockholders of the Corporation and may not be effected by any consent in
writing by such stockholders unless all of the stockholders entitled to vote
thereon consent thereto in writing. Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the affirmative vote of the
holders of 80% or more of the voting power of all the shares of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class, shall be required to call a special meeting of stockholders or to
alter, amend, or adopt any provision inconsistent with or repeal this Article
Seven, or to alter, amend, or adopt any provision inconsistent with comparable
sections of the Bylaws.
ARTICLE EIGHT
1. Vote Required for Business Combination. In addition to any affirmative
vote required by law or this Certificate of Incorporation or the Bylaws of the
Corporation, and except as otherwise expressly provided in paragraph 2 of this
Article Eight, a Business Combination (as hereinafter defined) shall be approved
by the affirmative vote of 80% or more of the votes entitled to be cast by the
holders of all the then outstanding shares of Voting Stock (as hereinafter
defined, voting together as a single class and by the affirmative vote of at
least a majority of the entire Board of Directors of the Corporation. Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that a lesser percentage or separate class vote may be specified,
by law or in any agreement with any national securities exchange or otherwise.
2. Exception. The provisions of paragraph 1 of this Article Eight shall
not be applicable to any particular Business Combination, and such Business
Combination need be approved by only such affirmative vote, if any, as is
required by law or by any other provision of this Certificate of Incorporation
or the Bylaws of the Corporation, or any agreement with any national securities
exchange, if the Business Combination shall have been approved (whether such
approval is made prior to or subsequent to the acquisition of beneficial
ownership of the Voting Stock that caused the Interested Stockholder to become
an Interested Stockholder) by a majority of the Continuing Directors (as
hereinafter defined).
3. Definitions and Construction. The following definitions and
interpretations shall apply with respect to this Article Eight:
a. The term "Business Combination" shall mean:
(i) any merger or consolidation of the Corporation or any
Subsidiary (as hereinafter defined) with (i) any Interested
Stockholder or (ii) any other company (whether or not itself an
Interested Stockholder)
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which is or after such merger or consolidation would be an Affiliate
or Associate of an Interested Stockholder; or
(ii) any sale, lease, exchange, mortgage, pledge, transfer, or
other disposition or security arrangement, investment, loan, advance,
guarantee, agreement to purchase, agreement to pay, extension of
credit, joint venture participation, or other agreement (in one
transaction or a series of transactions) with or for the benefit of
any Interested Stockholder or any Affiliate or Associate of an
Interested Stockholder involving any assets, securities, or
commitments of the Corporation, any subsidiary of any Interested
Stockholder, or any Affiliate or Associate of any Interested
Stockholder having an aggregate fair market value and/or involving
aggregate commitments of $1,000,000 or more; or
(iii) the adoption of any plan or proposal for the liquidation
or dissolution of the Corporation which is voted for, approved, or
consented to by any Interested Stockholder; or
(iv) any reclassification of securities (including any reverse
stock split), or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its subsidiaries, or any
other transaction (whether or not with or otherwise involving an
Interested Stockholder) that has the effect, directly or indirectly,
of increasing the proportionate share of any class or series of
Capital Stock, or any securities convertible into Capital Stock or
into equity securities of any subsidiary, that is beneficially owned
by any Interested Stockholder or any Affiliate or Associate of any
Interested Stockholder; or
(v) any agreement, contract, or other arrangement providing for
any one or more of the actions specified in the foregoing clauses (i)
to (iv).
b. The terms "Capital Stock" shall mean all capital stock of the
Corporation authorized to be issued from time to time under Article Four of
this Certificate of Incorporation, and the term "Voting Stock" shall mean
all Capital Stock which by its terms may be voted on all matters submitted
to stockholders of the Corporation generally.
c. The terms "person" shall mean any individual, firm, company, or
other entity and shall include any group comprised of any person and any
other person with whom such person or any Affiliate or Associate of such
person has any agreement, arrangement, or understanding, directly or
indirectly, for the purpose of acquiring, holding, voting, or disposing of
Capital Stock.
d. The term "Interested Stockholder" shall mean any person (other than
the Corporation or any subsidiary and other than any profit-sharing,
employee stock ownership, or other employee benefit plan of the Corporation
or any subsidiary or any trustee of or fiduciary with respect to any such
plan when acting in such capacity) who (i) is the beneficial owner of
Voting Stock representing twenty percent or more of the votes entitled to
be cast by the holders of all then outstanding shares of Voting Stock; or
(ii) is an Affiliate or Associate of the Corporation and at any time
within the two-year period immediately prior to the
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date in question was the beneficial owner of Voting Stock representing
twenty percent or more of the votes entitled to be cast by the holders of
all the then outstanding shares of Voting Stock.
e. A person shall be a "beneficial owner" of any Capital Stock (i)
which such person or any of its Affiliates or Associates beneficially owns,
directly or indirectly; (ii) which such person or any of its Affiliates or
Associates has, directly or indirectly, (A) the right to acquire (whether
such right is exercisable immediately or subject only to the passage of
time), pursuant to any agreement, arrangement, or understanding or upon the
exercise of conversion rights, exchange rights, warrants, options, or
otherwise, or (B) the right to vote pursuant to any agreement, arrangement,
or understanding; or (iii) which are beneficially owned, directly or
indirectly, by any other person with which such person or any of its
Affiliates or Associates has any agreement, arrangement, or understanding
for the purpose of acquiring, holding, voting or disposing of any shares of
Capital Stock. For the purposes of determining whether a person is an
Interested Stockholder pursuant to subparagraph (d) of this paragraph 3,
the number of shares of Capital Stock deemed to be outstanding shall
include shares deemed beneficially owned by such person through application
of this subparagraph (e) of paragraph 3, but shall not include any other
shares of Capital Stock that may be issuable pursuant to any agreement,
arrangement or understanding, or upon the exercise of conversion rights,
warrants or options, or otherwise.
f. The terms "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 under the Securities Exchange
Act of 1934 as in effect on the date that Article Eight is approved by the
Board (the term "registrant" in such Rule 12b-2 meaning, in this case, the
Corporation.
g. The term "Subsidiary" means any company of which a majority of any
class of equity security is beneficially owned by the Corporation;
provided, however, that for the purposes of the definition of Interested
Stockholder set forth in subparagraph (d) of this paragraph 3, the term
"Subsidiary" shall mean only a company of which a majority of each class of
equity security is beneficially owned by the Corporation.
h. The term "Continuing Director" means either (i) any member of the
Board of Directors, while such person is a member of the Board of
Directors, who is not an Affiliate or Associate or representative of the
Interested Stockholder and was a member of the Board of Directors prior to
the time that the Interested Stockholder became an Interested Stockholder
became an Interested Stockholder or (ii) any member of the Board of
Directors appointed as a director by the incorporator of the Corporation.
The term "Continuing Director" shall also include any successor of a
Continuing Director while such successor is a member of the Board of
Directors, who is not an Affiliate or Associate or representative of the
Interested Stockholder, and is recommended or elected to succeed the
Continuing Director by a majority of Continuing Directors.
4. Determinations as to Status. A majority of the Continuing Directors
shall have the power and duty to determine for the purposes of this Article
Eight, on the basis of information known to them after reasonable inquiry, (a)
whether a person is an Interested Stockholder, (b) the number of shares of
Capital Stock or other securities
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beneficially owned by any person, (c) whether a person is an Affiliate or
Associate of another, and (d) whether the assets that are the subject of any
Business Combination have, or the consideration, to be received for the issuance
or transfer of securities by the Corporation of any subsidiary in any Business
Combination has, an aggregate fair market value of $1,000,000 or more. Any such
determination made in good faith shall be binding and conclusive on all parties.
5. Fiduciary Duty. Nothing contained in this Article Eight shall be
construed to relieve any Interested Stockholder from any fiduciary obligation
imposed by law.
6. Determination by Board of Directors. The fact that any Business
Combination complies with the provisions of paragraph 2 of this Article Eight
shall not be construed to impose any fiduciary duty, obligation or
responsibility on the Board of Directors, or any member thereof, to approve such
Business Combination or recommend its adoption or approval to the stockholders
of the Corporation, nor shall such compliance limit, prohibit, or otherwise
restrict in any manner the Board of Directors, or any member thereof, with
respect to evaluations of or actions and responses taken with respect to
evaluations of or actions and responses taken with respect to such Business
Combination.
7. Effect of Business Combination. Upon the earlier to occur of (i) an
announcement by an Interested Stockholder of its intention to commence a
Business Combination, (ii) the commencement by an Interested Stockholder of a
Business Combination; or (iii) a person becoming an Interested Stockholder in
connection with a Business Combination, the number of directors constituting the
Board of Directors of the Corporation shall automatically be reduced to three,
consisting of one director from each class of directors; provided, however,
that, within fifteen days after the occurrence of such event, a majority of
Continuing Directors may from time to time suspend temporarily or permanently
the operation of this paragraph, and provided further, that no such reduction
shall shorten the term of any director then in office.
8. Amendments. Notwithstanding any other provisions of this Certificate
of Incorporation or the Bylaws of the Corporation (and notwithstanding the fact
that a lesser percentage or separate class vote may be specified by law, this
Certificate of Incorporation or the Bylaws of the Corporation), the affirmative
vote of the holders of 80% or more of the votes entitled to be cast by the
holders of all the then outstanding shares of Voting Stock, voting together as a
single class, shall be required to alter, amend, repeal, or adopt any provision
inconsistent with this Article Eight.
ARTICLE NINE
The Corporation shall have the power to indemnify its current or former
directors, officers, employees and agents or any person who served or is serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise to
the full extent permitted by the General Corporation Law of Delaware. Such
indemnification shall not be deemed exclusive of any other rights to which such
person may be entitled, under any bylaws, agreements, vote of stockholders or
disinterested directors, or otherwise.
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ARTICLE TEN
A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages or breach of fiduciary duty
as a director, except for liability (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involved intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Act, or, (iv) for any
transaction from which the director derived an improper personal benefit.
ARTICLE ELEVEN
The name and address of the incorporator is as follows:
Ronald L. Brown
3200 NCNB Center, Tower I
300 North Ervay
Dallas, Texas 75201
In witness whereof, this certificate of incorporation was executed by
the above named corporation on the 28th day of February, 1990.
/s/ Ronald L. Brown
------------------------------------
Ronald L. Brown
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CERTIFICATE OF CORRECTION
OF
CERTIFICATE OF INCORPORATION
OF
NUEVO ENERGY COMPANY
Nuevo Energy Company, a Delaware corporation, pursuant to Section
103(f) of the General Corporation Law of the State of Delaware, certifies:
First: That the Certificate of Incorporation which was filed with the
Secretary of State of the State of Delaware on March 2, 1990, is an inaccurate
record of the corporate action therein referred to.
Second: That such Certificate if Incorporation was inaccurate in that
Article Four, Section 3 stated as follows:
3. Common Stock. Except as otherwise provided in any resolution or
resolutions adopted by the Board of Directors providing for the issuance of
a class or series of Common Stock, the Common Stock shall (a) have the
exclusive voting power of the corporation; (b) entitle the holders thereof
to one vote per share at all meetings of the stockholders of the
Corporation; (c) entitle the holders to share ratably, without preference
over any other shares of the Corporation in all assets of the Corporation
in the event of any dissolution, liquidation or winding up of the
Corporation; and (d) entitle the record holders thereof on such record
dates as are determined from time to time, by the Board of Directors to
receive such dividends, if any, if, as and when declared by the Board of
Directors.
Third: Article Four, Section 3 in correct form should read as
follows:
3. Common Stock. Except as otherwise provided in any resolution or
resolutions adopted by the Board of Directors providing for the issuance of
a class or series of Preferred Stock or Common Stock, the Common Stock
shall (a) have the exclusive voting power of the corporation; (b) entitle
the holders thereof to one vote per share at all meetings of the
stockholders of the Corporation; (c) entitle the holders to share ratably,
without preference over any other shares of the Corporation in all assets
of the Corporation in the event of any dissolution, liquidation or winding
up of the Corporation; and (d) entitle the record holders thereof on such
record dates as are determined form time to time, by the Board of Directors
to receive such dividends, if any, if, as and when declared by the Board of
Directors.
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IN WITNESS WHEREOF, Nuevo Energy Company has caused this Certificate
of Correction to be executed by its duly authorized officers this 28th day of
May, 1992.
By: /s/ John J. Lendrum, III
------------------------------------
John J. Lendrum, III
Executive Vice President
ATTEST:
/s/ Willard I. Boss, Jr.
- ----------------------------------
Willard I. Boss, Jr.
Secretary
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CERTIFICATE OF CORRECTION
OF
CERTIFICATE IF INCORPORATION
OF
NUEVO ENERGY COMPANY
Nuevo Energy Company, a Delaware corporation, pursuant to Section 103(f) of
the General Corporation Law of the State of Delaware, certifies:
First: That the Certificate of Incorporation which was filed with the
Secretary of State of the State of Delaware on March 2, 1990, is an inaccurate
record of the corporate action therein referred to.
Second: That such Certificate of Incorporation was inaccurate in that
Article Ten stated as follows:
ARTICLE TEN
A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages or breach of fiduciary
duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involved intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Act, or, (iv) for any transaction from which the director derived an
improper personal benefit.
Third: Article Ten in correct form should read as follows:
ARTICLE TEN
A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involved intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Act, or (iv) for any transaction from which the director derived an
improper personal benefit.
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IN WITNESS WHEREOF, Nuevo Energy Company has caused this Certificate of
Correction to be executed by its duly authorized officers this 8th day of June,
1992.
By: /s/ John J. Lendrum, III
---------------------------------------
John J. Lendrum, III
Executive Vice President
ATTEST:
/s/ Willard I. Boss, Jr.
- ----------------------------------
Willard I. Boss, Jr.
Secretary
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CERTIFICATE OF CORRECTION
OF
CERTIFICATE OF INCORPORATION
OF
NUEVO ENERGY COMPANY
Nuevo Energy Company, a Delaware corporation, pursuant to Section 103(f) of
the General Corporation Law of the State of Delaware, certifies:
First: That the Certificate of Incorporation which was filed with the
Secretary of State of the State of Delaware on March 2, 1990, is an inaccurate
record of the corporate action therein referred to.
Second: That such Certificate of Incorporation was inaccurate in that
Article Seven stated as follows:
ARTICLE SEVEN
Subject to the rights of the holders of any series of Preferred
Shares then outstanding, any action required or permitted to be taken by
the stockholders of the Corporation must be effected at a duly called
annual or special meeting of stockholders of the Corporation and may not be
effected by an consent in writing by such stockholders unless all of the
stockholders entitled to vote thereon consent thereto in writing.
Notwithstanding anything contained in this Certificate of Incorporation to
the contrary, the affirmative vote of the holders of 80% or more of the
voting power of all the shares of the Corporation entitle to vote generally
in the election of directors, voting together as a single class, shall be
required to call a special meeting of stockholders or to alter, amend, or
adopt any provision inconsistent with or repeal this Article Seven, or to
alter, amend, or adopt any provision inconsistent with comparable sections
of the Bylaws.
Third: Article Seven in correct form should read as follows:
ARTICLE SEVEN
Subject to the rights of the holders of any series of Preferred
Shares then outstanding, any action required or permitted to be taken by
the stockholders of the Corporation must be effected at a duly called
annual or special meeting of stockholders of the Corporation and may not be
effected by any consent in writing by such stockholders unless all of the
stockholders entitled to vote thereon consent thereto in writing.
Notwithstanding anything contained in this Certificate of Incorporation to
the contrary, the affirmative vote of the holders of 80% or more of the
voting power of all the shares of the Corporation entitled to vote
generally in the election of directors, voting together as a single class,
shall be required to call a special meeting of stockholders to alter,
amend, or adopt any provision inconsistent with or repeal this Article
Seven, or to alter, amend, or adopt any provision inconsistent with
comparable sections of the Bylaws.
IN WITNESS WHEREOF, Nuevo Energy Company has caused this Certificate of
Correction to be executed by its duly authorized officers this 26th day of June,
1992.
By: /s/ John J. Lendrum, III
-------------------------------
John J. Lendrum, III
Executive Vice President
ATTEST:
/s/ Willard I. Boss, Jr.
- ----------------------------------
Willard I. Boss, Jr.
Secretary
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