EXHIBIT 3.1.1
[THE STATE OF TEXAS SEAL]
The State of Texas
Secretary of State
I, BOB BULLOCK, Secretary of State of the State of
Texas DO HEREBY CERTIFY that the attached is a true and correct
copy of the following described instruments on file in this office:
ATWOOD OCEANICS,
Restated Articles January 25, 1972
IN TESTIMONY WHEREOF, I have hereunto
signed my name officially and caused
to be impressed hereon the Seal of
State at my office in the City of
Austin, this
28th day of January, A.D. 1972
/s/ BOB BULLOCK
--------------------------
[SEAL] Secretary of State
RESTATED ARTICLES OF INCORPORATION
OF [STAMP]
ATWOOD OCEANICS, INC.
ATWOOD OCEANICS, INC., pursuant to the provisions of Article
4.07 of the Texas business Corporation Act, hereby adopts restated
articles of incorporation which accurately copy the articles of
incorporation and all amendments thereto that are in effect to date and
such restated articles of incorporation contain no change in any
provision thereof.
The restated articles of incorporation were adopted by the
shareholders of the corporation on the 22nd day of November.
The number of shares outstanding was 915,000; the number of
shares entitled to vote on the restated articles of incorporation was
915,000; the number of shares voted for such restated articles of
incorporation 901,830; and the number of shares voted against such
restated articles of incorporation was none.
The articles of incorporation and all amendments and
supplements thereto are hereby superseded by the following restated
articles of incorporation which accurately copy the entire text
thereof.
ARTICLE I.
name of the Corporation is ATWOOD OCEANICS, INC.
ARTICLE II.
period of its duration is perpetual.
ARTICLE III.
The purpose or purposes for which the Corporation is organized
are:
To engage in the business of contract drilling for petroleum,
oil and gas, and other natural resources;
To lease lands believed to contain petroleum, oils and gas,
and other natural resources; the improving, mortgaging,
leasing, assigning and otherwise disposing of the same;
To engage in the business of prospecting, developing, mining,
producing, acquiring and selling of natural resources and
their products;
To purchase or otherwise acquire real or personal property of
all kinds, and in particular land, oil wells, mines, mining
rights, minerals, ores, buildings, machinery, plants, stores,
patents, licenses, concessions, rights of way, and any rights
or privileges which it may deem convenient to obtain for the
purposes of or in connection with the business of the company,
and whether for the purposes of resale or realization or
otherwise, and to manage, develop, sell, exchange, lease,
mortgage, or otherwise deal with the whole or any part of such
property or rights;
To acquire, hold, dispose of and deal in royalty and other
interests in minerals and to manage and control said mineral
interests and to collect the revenues arising therefrom;
To purchase, acquire, hold, improve, sell, convey, assign,
release, mortgage, encumber, lease, hire and deal in real and
personal property of every name and nature, including stocks
and securities of other corporations, and to loan money and
take securities for the payment of all sums due the
corporation, and to sell, assign and release such securities.
To enter into, make and perform contracts of every kind and
description, as principal and agent, with any person, firm,
association, corporation, municipality, country, state,
political. subdivision or government or colony, or dependency
thereof;
To apply for, purchase, register, or in any manner to acquire,
and to hold, own, use, operate and introduce, and to sell,
lease, license and assign,
-2-
pledge, or in any manner otherwise dispose of, and in any
manner deal in or with, patents, patent rights, royalties and
estates, licenses, copyrights, trademarks, trade names,
interests or rights in any of them, and to acquire, own use or
in any manner dispose of any and all inventions, improvements
and processes, labels, designs, plans or other rights, and to
work, operate or develop the same, and to carry on any similar
business, manufacturing or otherwise, which may directly or
indirectly effectuate these objects of any of them;
To conduct a manufacturing business and to buy, sell and deal
in, at wholesale and retail, all kinds of manufactured and
unmanufactured items;
In general, to carry out any other business in connection with
the foregoing and to have the right to exercise all the powers
conferred by the laws of Texas upon corporations formed under
the Texas Business Corporation Act and to do any and all
other things hereinbefore set forth to the same extent as
natural persons might or could do, subject to Part IV of the
Texas Miscellaneous Corporation Laws Act.
In furtherance of the purposes set forth above, this
Corporation shall have and exercise all of the powers specified in the
Texas Business Corporation Act and, in addition thereto, shall have the
power:
To act as general partner in a general partnership or a
limited partnership;
To act as a limited partner in a limited partnership;
To act as a joint venturer in a joint venture; and
To acquire or create and own domestic or foreign business
corporations.
ARTICLE IV.
The aggregate number of shares which the Corporation shall
have authority to issue is 3,000,000, of the par value of One Dollar
($1.00) each
-3-
ARTICLE V.
The corporation will not commence business until it has
received for the issuance of its shares consideration of value of One
Thousand ($1,000.00) Dollars, consisting of money, labor done, or
property actually received.
ARTICLE VI.
The post office address of its initial registered office is
1301 Fannin Bank Building, Houston, Texas, 77025, and the initial
registered agent of this corporation at the same address is D. Gale
Reese.
ARTICLE VII.
The number of directors constituting the initial Board of
Directors is three (3), and the names and addresses of the persons who
are to serve as directors until the first annual meeting of the
shareholders or until their successors be elected and qualify are:
John H. Atwood 1301 Fannin Bank Bldg., Houston, Texas, 77025
J. M. Atwood 1301 Fannin Bank Bldg., Houston, Texas, 77025
D. Gale Reese 1301 Fannin Bank Bldg., Houston, Texas, 77025
ARTICLE VIII.
The names and addresses of the incorporators are:
John H. Atwood 1301 Fannin Bank Bldg., Houston, Texas, 77025
J. M. Atwood 1301 Fannin Bank Bldg., Houston, Texas, 77025
D. Gale Reese 1301 Fannin Bank Bldg., Houston, Texas, 77025
ARTICLE IX.
No holder of stock of the corporation shall be entitled as a
matter of right, pre-emptive or otherwise, to subscribe or purchase any
part of any stock now or hereafter authorized to
-4-
be issued, or shares thereof held in the Treasury of the Corporation
or securities convertible into stock, whether issued for cash or other
consideration or by way of dividend or otherwise.
DATED January 21, 1972.
ATWOOD OCEANICS, INC.
By /s/ JOHN H. ATWOOD
-----------------------------
President
By /s/ JOHN W. JORDAN
-----------------------------
Secretary
THE STATE OF TEXAS )
COUNTRY OF HARRIS )
I, Darlene R. Tracy, a Notary Public, do hereby certify that
on this 21st day of January, 1972, personally appeared before me John
H. Atwood, who declared he is the President of the corporation,
executing the foregoing document and being first duly sworn,
acknowledged that he signed the foregoing instrument in the capacity
therein set forth and declared that the statements therein contained
are true.
IN WITNESS WHEREOF, I have hereunder set my hand and seal of
office.
/s/ DARLENE R. TRACY
-----------------------------------
Notary Public In and For
Harris County, TEXAS
-5-