EXHIBIT 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
BAKER HUGHES INCORPORATED
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PURSUANT TO SECTIONS 245 AND 242 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
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BAKER HUGHES INCORPORATED (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, hereby adopts the following Restated Certificate of Incorporation
pursuant to Sections 245 and 242 of said General Corporation Law and certifies
as follows:
1. The name of this corporation is:
BAKER HUGHES INCORPORATED
2. The Certificate of Incorporation of the Corporation was
originally filed with the Secretary of State of the State of
Delaware on November 3, 1986.
3. The 1987 Restated Certificate of Incorporation was duly
adopted by unanimous written consent of the Board of Directors
of the Corporation dated December 17, 1986, and by unanimous
vote of all the stockholders on December 18, 1986 in
accordance with the provisions of Section 245 and 242 of the
General Corporation Law of the State of Delaware.
4. The Certificate of Amendment was duly adopted by the Board of
Directors of the Corporation on March 3, 1999 and by the
holders of a majority of the outstanding shares of the
Corporation's capital stock on April 28, 1999, in accordance
with the provisions of Section 242 of the General Corporation
Law of the State of Delaware.
5. This Restated Certificate of Incorporation was duly adopted by
the Board of Directors of the Corporation on July 24, 2002 in
accordance with the provisions of Section 245 of the General
Corporation Law of the State of Delaware.
6. This Restated Certificate of Incorporation supersedes the
original Certificate of Incorporation.
7. The Certificate of Incorporation is hereby restated in its
entirety to read as follows:
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FIRST: The name of this Corporation is:
BAKER HUGHES INCORPORATED
SECOND: The address of its registered office in the State of
Delaware is The Corporation Trust Center, 1209 Orange Street in
the City of Wilmington, County of New Castle. The name of its
registered agent at such address is The Corporation Trust Company.
THIRD: 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.
FOURTH: The total number of shares of stock which the Corporation
shall have the authority to issue is 765,000,000 shares of capital
stock consisting of 15,000,000 shares of preferred stock, par
value $1.00 per share (the "Preferred Stock"), and 750,000,000
shares of common stock, par value $1.00 per share (the "Common
Stock").
The designations, powers, preferences and relative, participating,
optional or other special rights and qualifications, limitations
or restrictions of the Preferred Stock shall be established by
resolution of the Board of Directors pursuant to Section 151 of
the General Corporation Law of the State of Delaware.
FIFTH: In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly
authorized to make, alter or repeal the bylaws of the Corporation.
SIXTH: Election of directors need not be by written ballot unless
the bylaws of the Corporation shall so provide.
SEVENTH: The bylaws of the Corporation shall not be made,
repealed, altered, amended or rescinded by the stockholders of the
Corporation except by the vote of the holders of not less than 75%
of the total voting power of all shares of stock of the
Corporation entitled to vote in the election of directors,
considered for purposes of this Article SEVENTH as one class.
EIGHTH: No action shall be taken by the stockholders except at an
annual or special meeting of stockholders and stockholders may not
act by written consent.
NINTH: Special meetings of the stockholders of the Corporation for
any purpose or purposes may be called at any time by the Board of
Directors, or by a committee of the Board of Directors which has
been duly designated by the Board of Directors and whose powers
and authority, as provided in a resolution of the Board of
Directors or in the bylaws of the Corporation, include the power
to call
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such meetings. Special meetings of stockholders of the Corporation
may not be called by any other person or persons.
TENTH: No director of this Corporation shall be personally liable
to the Corporation nor 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 involve intentional misconduct or a knowing
violation of the law, (iii) under Section 174 of the General
Corporation Law of Delaware, or (iv) for any transaction from
which the director derived an improper personal benefit.
If the General Corporation Law of the State of Delaware is
hereafter amended to authorize corporate action further limiting
or eliminating the personal liability of directors, then the
liability of the director to the Corporation shall be limited or
eliminated to the full extent permitted by the General Corporation
Law of the State of Delaware, as so amended from time to time. Any
repeal or modification of this Article 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.
ELEVENTH: The initial directors of the Corporation shall serve for
a term ending on the date of the first annual meeting of
stockholders next following September 30, 1987. Thereafter, the
Board of Directors shall be divided into three classes, Class I,
Class II, and Class III. The number of directors in each class
shall be the whole number contained in the quotient arrived at by
dividing the authorized number of directors by three, and if a
fraction is also contained in such quotient then if such fraction
is one-third (1/3) the extra director shall be a member of Class
III and if the fraction is two-thirds (2/3) one of the extra
directors shall be a member of Class III and the other shall be a
member of Class II. After division of the Board of Directors into
classes, each director shall serve for a term ending on the date
of the third annual meeting following the annual meeting at which
such director was elected; provided, however, that the initial
directors appointed to Class I shall serve for a term ending on
the date of the first annual meeting next following September 30,
1988, the initial directors appointed to Class II shall serve for
a term ending on the date of the second annual meeting next
following September 30, 1988, and the initial directors appointed
to Class III shall serve for a term ending on the date of the
third annual meeting next following September 30, 1988.
The number of directors shall be fixed from time to time by the
bylaws of the Corporation or an amendment thereof duly adopted by
the Board of Directors or by the stockholders acting in accordance
with Article SEVENTH herein. In the event of any increase or
decrease in the authorized number of directors; (a) each director
then serving as such shall nevertheless continue as a director of
the class of which he is a member until the expiration of his
current term, or his prior death, retirement, resignation or
removal; and (b) the newly created or eliminated
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directorships resulting from such increase or decrease shall be
apportioned by the Board of Directors to such class or classes as
shall, so far as possible, bring the number of directors in the
respective classes into conformity with the formula in this
Article, as applied to the new authorized number of directors.
Notwithstanding any of the foregoing provisions of this Article,
each director shall serve until his successor is elected and
qualified or until his death, retirement, resignation or removal.
No director may be removed during his term except for cause.
TWELFTH: The affirmative vote of the holders of not less than 75%
of the outstanding shares of "Voting Stock" (as hereinafter
defined) of the Corporation, including the affirmative vote of the
holders of not less than 66 2/3% of the outstanding shares of
Voting Stock not owned, directly or indirectly, by any "Related
Person" (as hereinafter defined), shall be required for the
approval or authorization of any "Business Combination" (as
hereinafter defined) of the Corporation with any Related Person;
provided, however, that the 66 2/3% voting requirement referred to
above shall not be applicable if the Business Combination is
approved by the affirmative vote of the holders of not less than
90% of the outstanding shares of Voting Stock; and further
provided that the 75% voting requirement shall not be applicable
if:
(1) The Board of Directors of the Corporation by a vote of not
less than 75% of the directors then holding office (a) have
expressly approved in advance the acquisition of outstanding
shares of Voting Stock of the Corporation that caused the Related
Person to become a Related Person or (b) have approved the
Business Combination prior to the Related Person involved in the
Business Combination having become a Related Person;
(2) The Business Combination is solely between the Corporation
and another corporation, 100% of the Voting Stock of which is
owned directly or indirectly by the Corporation; or
(3) All of the following conditions have been met: (a) the
Business Combination is a merger or consolidation, the
consummation of which is proposed to take place within one year of
the date of the transaction pursuant to which such person became a
Related Person and the cash or fair market value of the property,
securities or other consideration to be received per share by
holders of Common Stock of the Corporation in the Business
Combination is not less than the highest per share price (with
appropriate adjustments for recapitalizations and for stock
splits, reverse stock splits and stock dividends) paid by the
Related Person in acquiring any of its holdings of the
Corporation's Common Stock; (b) the consideration to be received
by such holders is either cash or, if the Related Person shall
have acquired the majority of its holdings of the Corporation's
Common Stock for a form of consideration other than cash, in the
same form of consideration as the Related Person acquired such
majority; (c) after such Related
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Person has become a Related Person and prior to the consummation
of such Business Combination: (i) except as approved by a majority
of the "Continuing Directors" (as hereinafter defined), there
shall have been no failure to declare and pay at the regular date
therefor any full quarterly dividends (whether or not cumulative)
on any outstanding Shares of Preferred Stock of the Corporation;
(ii) there shall have been no reduction in the annual rate of
dividends paid per share on the Corporation's Common Stock
(adjusted as appropriate for recapitalizations and for stock
splits, reverse stock splits and stock dividends) except as
approved by a majority of the Continuing Directors; (iii) such
Related Person shall not have become the "Beneficial Owner" (as
hereinafter defined) of any additional shares of Voting Stock of
the Corporation except as part of the transaction which resulted
in such Related Person becoming a Related Person; and (iv) such
Related Person shall not have received the benefit, directly or
indirectly (except proportionately as a stockholder), of any
loans, advances, guarantees, pledges or other financial assistance
or any tax credits or other tax advantages provided by the
Corporation, whether in anticipation of or in connection with such
Business Combination or otherwise; and (d) a proxy statement,
responsive to the requirements of the Securities Exchange Act of
1934, as amended ("Exchange Act") and the rules and regulations
thereunder (or any subsequent provisions replacing the Exchange
Act, rules or regulations), shall be mailed to all stockholders of
record at least 30 days prior to the consummation of the Business
Combination for the purpose of soliciting stockholder approval of
the Business Combination and shall contain at the front thereof,
in a prominent place, any recommendations as to the advisability
(or inadvisability) of the Business Combination which the
Continuing Directors, or any of them, may choose to state and, if
deemed advisable by a majority of the Continuing Directors, an
opinion of a reputable investment banking firm as to the fairness
(or unfairness) of the terms of such Business Combination from the
point of view of the remaining stockholders of the Corporation
(such investment banking firm to be selected by a majority of the
Continuing Directors and to be paid a reasonable fee for its
services by the Corporation upon receipt of such opinion).
For the purposes of this Article:
(i) The term "Business Combination" shall mean (a) any
merger or consolidation of the Corporation or a subsidiary
with or into a Related Person; (b) any sale, lease exchange,
transfer or other disposition, including without limitation a
mortgage or any other security device, of all or any
"Substantial Part" (as hereinafter defined) of the assets
either of the Corporation (including, without limitation, any
voting securities of a subsidiary) or of a subsidiary to a
Related Person (other than a distribution by the Corporation
or a subsidiary to the Related Person of assets in connection
with a pro rata distribution by the Corporation to all
stockholders); (c) any merger or consolidation of a Related
Person with or into the Corporation or a subsidiary of the
Corporation; (d) any sale, lease, exchange, transfer or other
disposition of all or any Substantial Part of the assets of a
Related Person to the
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Corporation or a subsidiary of the Corporation; (e) the
issuance of any securities (other than by way of pro rata
distribution to all stockholders) of the Corporation or a
subsidiary of the Corporation to a Related Person; (f) the
acquisition by the Corporation or a subsidiary of the
Corporation of any securities of a Related Person; g) any
recapitalization that would have the effect of increasing the
voting power of a Related Person; (h) any series or
combination of transactions having the same effect, directly
or indirectly, as any of the foregoing and (i) any agreement,
contract or arrangement providing for any of the transactions
described in this definition of Business Combination.
(ii) The term "Continuing Director" shall mean any member
of the Board of Directors of the Corporation who is not
affiliated with a Related Person and who was a member of the
Board of Directors immediately prior to the time that the
Related Person became a Related Person, and any successor to a
Continuing Director who is not affiliated with the Related
Person and is recommended to succeed a Continuing Director by
a majority of Continuing Directors then serving as members of
the Board of Directors of the Corporation.
(iii) The term "Related Person" shall mean and include any
individual, corporation, partnership or other person or entity
which, together with its "Affiliates" and "Associates" (as
defined on October 1, 1986 in Rule 12b-2 under the Exchange
Act), is the "Beneficial Owner" (as defined on October 1, 1986
in Rule 13d-3 under the Exchange Act) in the aggregate of 10%
or more of the outstanding Voting Stock of the Corporation,
and any Affiliate or Associate of any such individual,
corporation, partnership or other person or entity.
(iv) The term "Substantial Part" shall mean more than 10% of
the book value of the total assets of the Corporation in
question as of the end of its most recent fiscal year ending
prior to the time the determination is being made.
(v) Without limitation, any shares of Common Stock of the
Corporation that any person has the right to acquire pursuant
to any agreement, or upon exercise of conversion rights,
warrants or options, or otherwise, shall be deemed
beneficially owned by such person.
(vi) For the purposes of subparagraph (3) of this Article,
the term "other consideration to be received" shall include,
without limitation, Common Stock of the Corporation retained
by its existing public stockholders in the event of a Business
Combination in which the Corporation is the surviving
corporation.
(vii) The term "Voting Stock" shall mean all outstanding
shares of capital stock of the Corporation or another
corporation entitled to vote generally in the election of
directors and each reference to a proportion of shares of
Voting Stock shall refer to such proportion of the votes
entitled to be cast by such shares.
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THIRTEENTH: The provisions set forth in this Article THIRTEENTH
and in Articles SEVENTH (dealing with the alteration of bylaws by
stockholders), EIGHTH (dealing with the prohibition against
stockholder action without meetings), TENTH (dealing with
liability of directors), ELEVENTH (dealing with the
classification and number of directors) and TWELFTH (dealing with
the 75% vote of stockholders required for certain Business
Combinations) herein may not be repealed or amended in any
respect, and no Article imposing cumulative voting in the
election of directors may be added, unless such action is
approved by the affirmative vote of not less than 75% of the
total voting power of all shares of stock of the Corporation
entitled to vote in the election of directors, considered for
purposes of this Article THIRTEENTH as one class. Amendment to
the provisions set forth in this Article THIRTEENTH and in
Article TWELFTH shall also require the affirmative vote of 66
2/3% of such total voting power excluding the vote of shares
owned by a "Related Person" (as defined in Article THIRTEENTH).
The voting requirements contained in Article SEVENTH, Article
TWELFTH and this Article THIRTEENTH herein shall be in addition
to the voting requirements imposed by law, other provisions of
this Certificate of Incorporation or any Certificate of
Designation of Preferences in favor of certain classes or series
of classes of shares of the Corporation.
FOURTEENTH: The Corporation reserves the right to amend, alter,
change or repeal any provisions contained in this Restated
Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation. Notwithstanding
the foregoing, the provision set forth in Articles SEVENTH,
EIGHTH, TENTH, ELEVENTH, TWELFTH, and THIRTEENTH may not be
repealed or amended in any respect unless such repeal or
amendment is approved as specified in Article THIRTEENTH herein.
IN WITNESS WHEREOF, BAKER HUGHES INCORPORATED has caused this Restated
Certificate of Incorporation to be executed, signed and acknowledged by G.
Stephen Finley, its Sr. Vice President, who states under penalty that the
facts stated herein are true, and to be attested by Sandra E. Alford, its
Corporate Secretary this 24th day of July, 2002.
/s/ G. Stephen Finley
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G. Stephen Finley
Sr. Vice President
Attest:
/s/ Sandra E. Alford
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Sandra E. Alford
Corporate Secretary
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