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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
SOUTHERN MINERAL CORPORATION
1. The name of the corporation is Southern Mineral Corporation
(the "Corporation").
2. The Corporation's Board of Directors adopted a resolution
approving and declaring the advisability of the following amendment to the
Corporation's articles of incorporation. The proposed amendment then was
adopted by the Corporation's stockholders at the annual meeting of its
stockholders held on May 15, 1996 (the "1996 Annual Meeting"). The amendment
changes the first sentence of Article Fourth of the corporation's articles of
incorporation to be and read in its entirety as follows:
The total number of shares of stock which the corporation
shall have authority to issue is Twenty Million (20,000,000),
all of which shall be common stock of the par value of One
Cent ($.01) each.
3. A total of 6,552,519 shares of the Company's common stock, par
value $.01 per share ("Stock"), were entitled to vote upon said amendment at
the 1996 Annual Meeting. The total number of shares of Stock voted for the
approval of said amendment was 4,162,128 or 63.5% of all shares of Stock
entitled to vote thereon.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to the Articles of Incorporation of Southern Mineral Corporation to
be executed by Steven H. Mikel, its President, and Margie Ewald, its Secretary,
on this 16th day of May 1996.
SOUTHERN MINERAL CORPORATION
By: /s/ Steven H. Mikel
-------------------------------
Steven H. Mikel, President
ATTEST:
/s/ Margie Ewald
- ------------------------
Margie Ewald, Secretary
STATE OF TEXAS )
)
COUNTY OF HARRIS )
The foregoing instrument was acknowledged before me on the 16th day of
May 1996 by Steven H. Mikel, President, and Margie Ewald, Secretary, of
Southern Mineral Corporation, a Nevada corporation, on behalf of the
corporation.
/s/ Patsy Cutsinger
-------------------------------------------
Notary Public in and for The State of Texas
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SCHEDULE I
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
SOUTHERN MINERAL CORPORATION
FIRST. The name of the corporation is SOUTHERN MINERAL CORPORATION.
SECOND. Its principal office in the State of Nevada is located at One
East First Street, Reno, Washoe County, Nevada 89501. The name and address of
its resident agent is The Corporation Trust Company of Nevada, One East First
Street, Reno, Nevada 89501.
THIRD. The nature of the business or objects or purposes to be
transacted, promoted, or carried on are:
To acquire, own, work, lease, mortgage, sell, and dispose of
petroleum, oil, gas and other mineral lands, royalties, leases and any
and all interest therein and to drill, explore, and develop the same.
To produce, buy, sell, and otherwise acquire, transport,
market and distribute, oil, gas, and other minerals retail and/or
wholesale, and the products and by-products thereof.
To buy, acquire, own, lease, lay, and operate conduits
pipeline, pumping plants and other property, equipment and appliances
used in and about the storage, transportation and distribution of
petroleum, oil or its products, gas for fuel, light, power and any and
all other uses or purposes for which oil or gas may be used.
To buy, acquire, own and operate franchises, licenses and
privileges for the sale and distribution of oil, gas and other
minerals.
To engage in any lawful activity.
To conduct business, have one or more offices, and hold,
purchase, mortgage and convey real and personal property in this
state, and in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and in
any foreign countries.
To do all and everything necessary and proper for the
accomplishment of the objects hereinbefore enumerated or necessary or
incidental to the protection and benefit of the corporation, and, in
general, to carry on any lawful business necessary or incidental to
the attainment of the objects of the corporation, whether or not such
business is similar in nature to the objects hereinbefore set forth.
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The objects and purposes specified in the foregoing clauses
shall, except where otherwise expressed, be in nowise limited or
restricted by reference to, or inference from, the terms of any other
clause in these articles of incorporation, but the objects and
purposes specified in each of the foregoing clauses of this article
shall be regarded as independent objects and purposes.
FOURTH. The total number of shares of stock which the corporation
shall have authority to issue is Ten Million (10,000,000) all of which shall be
common stock of the par value of One Cent ($.01) each. The minimum amount of
capital with which the corporation will commence business is One Thousand
Dollars ($1,000.00).
The designations, preferences and relative, participating, option or
other special rights, or qualifications, limitations or restrictions thereof
are as follows: None.
FIFTH. The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the by-laws of this
corporation, provided that the number of directors shall not be reduced to less
than three (3), except that in cases where all the shares of the corporation
are owned beneficially and of record by either one or two stockholders, the
number of directors may be less than three (3) but not less than the number of
stockholders.
The names and post office addresses of the first board of directors,
which shall be seven in number are as follows:
Name Post Office Address
---- -------------------
Martin C. Carroll................... 1850 Oak Street
Winnetka, Illinois 60093
Richard D. Denison.................. 200 S. Michigan Avenue
Chicago, Illinois 60604
Edward Hines........................ 200 S. Michigan Avenue
Chicago, Illinois 60604
Howell H. Howard.................... 200 S. Michigan Avenue
Chicago, Illinois 60604
Robert M. Moon...................... 1804 Capital Towers
Jackson, Mississippi 39201
John K. Notz, Jr.................... One First National Plaza
Chicago, Illinois 60603
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John C. Sturgis.................... Panacea Farm
Lyon, Wisconsin 53148
SIXTH. The capital stock, after the amount of the subscription price,
or par value has been paid in shall not be subject to assessment to pay the
debts of the corporation.
SEVENTH. The name and post office address of each of the
incorporators signing the articles of incorporation are as follows:
Name Post Office Address
---- -------------------
Howell H. Howard . . . . . . . . . 200 S. Michigan Avenue
Chicago, Illinois 60604
EIGHTH. The corporation is to have perpetual existence.
NINTH. The corporation shall have the power to indemnify existing and
former officers, directors, employees, and agents of the corporation for
liabilities and expenses incurred by them as provided in Section 78.751 of the
Nevada General Corporation Law or any other section of the Nevada Corporation
Law which provides for such indemnification and to purchase insurance as
provided in that Section.
TENTH. No director or officer of the corporation shall be personally
liable to the corporation or its stockholders for damages for breach of
fiduciary duty as a director or officer, except for liability (i) for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law, or (ii) for the payment of dividends in violation of Section 78.300 of the
Nevada General Corporation Law. Any repeal or modification of the Article by
the stockholders of the corporation shall be prospective only, and shall not
adversely affect any right or protection of a director or officer of the
corporation existing at the time of such repeal or modification. In addition
to the circumstances in which a director or officer shall not be liable
pursuant to the provisions of this Article Tenth, a director or officer shall
not be liable to the fullest extent permitted by any provision of the statutes
of Nevada hereafter enacted that further limit the liability of a director or
officer.
ELEVENTH. In furtherance, and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized:
Subject to the by-laws, if any, adopted by the stockholders, to make,
alter or amend the by- laws of the corporation;
To fix the amount to be reserved as working capital over and above its
capital stock paid in, to authorize and cause to be executed mortgages and
liens upon the real and personal property of this corporation;
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By resolution passed by a majority of the whole board, to designate
one or more committees, each committee to consist of one or more of the
directors of the corporation which, to the extent provided in the resolution or
in the by-laws of the corporation, shall have and may exercise the powers of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
and names as may be stated in the by-laws of the corporation or as may be
determined from time to time by resolution adopted by the board of directors;
When and as authorized by the affirmative vote of stockholders holding
stock entitling them to exercise at least a majority of the voting power given
at a stockholders' meeting called for that purpose, or when authorized by the
written consent of the holders of at least a majority of the voting stock
issued and outstanding, the board of directors shall have power and authority
at any meeting to sell, lease or exchange all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such
terms and conditions as its board of directors deem expedient and for the best
interests of the corporation.
TWELFTH. Meetings of stockholders may be held outside the State of
Nevada, if the by-laws so provide. The books of the corporation may be kept
(subject to any provision contained in the statues) outside the State of Nevada
at such place or places as may be designated from time to time by the board of
directors or in the by-laws of the corporation.
THIRTEENTH. This corporation reserves the right to amend, alter,
change or repeal any provision contained in the articles of incorporation, in
the manner now or hereafter prescribed by statute, or by the articles of
incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation.
SOUTHERN MINERAL CORPORATION
By: /s/ Phinn W. Townsend
--------------------------------------
Phinn W. Townsend, President
By: /s/ John Misitigh
--------------------------------------
John Misitigh, Secretary
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STATE OF TEXAS )
)
COUNTY OF HARRIS )
BEFORE ME, the undersigned authority, on this 31st day of July, 1989,
personally appeared Phinn W. Townsend, President of SOUTHERN MINERAL
CORPORATION, a Nevada corporation, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the same for the purposes and consideration therein expressed, in the capacity
therein stated, and as the act and deed of said corporation.
GIVEN UNDER my hand and official seal on the 31st day of July, 1989.
/s/ Renee L. Zwernemann
-----------------------------------------
NOTARY PUBLIC
Printed Name: Renee L. Zwernemann
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Commission Expires: 1/11/93
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STATE OF TEXAS )
)
COUNTY OF HARRIS )
BEFORE ME, the undersigned authority, on this 31st day of July, 1989,
personally appeared John Misitigh, Secretary of SOUTHERN MINERAL CORPORATION, a
Nevada corporation, known to me to be the person whose name is subscribed to
the foregoing instrument, and acknowledged to me that he executed the same for
the purposes and consideration therein expressed, in the capacity therein
stated, and as the act and deed of said corporation.
GIVEN UNDER my hand and official seal on the 31st day of July, 1989.
/s/ Renee L. Zwernemann
-----------------------------------------
NOTARY PUBLIC
Printed Name: Renee L. Zwernemann
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Commission Expires: 1/11/93
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