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EXHIBIT 3.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
CARRIZO OIL & GAS, INC.
ARTICLE ONE
Carrizo Oil & Gas, Inc., a Texas corporation (the "Company"),
pursuant to the provisions of Article 4.07 of the Texas Business Corporation
Act, hereby adopts these Amended and Restated Articles of Incorporation, which
accurately copy the Articles of Incorporation of the Company in effect on the
date hereof, as further amended by these Amended and Restated Articles of
Incorporation as hereinafter set forth, and contain no other change in any
provisions thereof.
ARTICLE TWO
The Articles of Incorporation of the Company are amended by
these Amended and Restated Articles of Incorporation as follows:
The amendments made by these Amended and Restated Articles of
Incorporation (the "Amendments") alter or change Articles One through Eleven
and delete Article Twelve of the Articles of Incorporation. The full text of
each provision altered or added is as set forth in Article Five hereof.
The Amendments effect a 521 for 1 stock split of the
outstanding shares of the common stock, par value $0.01 per share, of the
Company (the "Common Stock") and increase the number of authorized shares of
capital stock of all classes from 100,000 to 50,000,000. Simultaneously with
the effective date of the Amendments (the "Effective Date"), each issued and
outstanding share of previously authorized Common Stock ("Old Common Stock"),
shall thereby and thereupon be reclassified, changed and split up into
5,210,000 validly issued, fully paid and nonassessable shares of Common Stock,
par value $0.01 per share, of the Company ("New Common Stock"). Each holder of
a certificate or certificates that immediately prior to the Effective Date
represented outstanding shares of Old Common Stock (the "Old Certificates,"
whether one or more) shall be entitled to receive upon surrender of such Old
Certificates to the Company for cancellation, a certificate or certificates
(the "New Certificates," whether one or more) representing the number of whole
shares of the New Common Stock into which and for which the shares of the Old
Common Stock formerly represented by such Old Certificates so surrendered, are
reclassified, changed and
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split up under the terms hereof. From and after the Effective Date, Old
Certificates shall represent only the right to receive New Certificates
pursuant to the provisions hereof. No certificates or scrip representing
fractional share interests in the New Common Stock will be issued, and no such
fractional share interest will entitle the holder thereof to vote, or to any
rights of a shareholder of the Company. Any fractional shares otherwise
issuable will be rounded up to the nearest whole share.
ARTICLE THREE
The Amendments have been effected in conformity with the
provisions of the Texas Business Corporation Act, and the Amended and Restated
Articles of Incorporation were duly adopted by all of the shareholders of the
Company pursuant to a written consent dated June 4, 1997.
ARTICLE FOUR
On that date there were 10,000 shares of Common Stock
outstanding, all of which were entitled to vote on the Amendments. All 10,000
shares of Common Stock were voted in favor of the Amendments.
ARTICLE FIVE
The Articles of Incorporation of the Company filed with the
Secretary of State of the State of Texas on September 24, 1993 are hereby
superseded by the following Amended and Restated Articles of Incorporation,
which accurately copy the entire text thereof as amended hereby:
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
CARRIZO OIL & GAS, INC.
ARTICLE ONE
The name of the corporation is Carrizo Oil & Gas, Inc.
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ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose or purposes for which the corporation is organized
is the transaction of all lawful business for which a corporation may be
incorporated under the corporation laws of the State of Texas.
ARTICLE FOUR
The aggregate number of shares that the corporation shall have
the authority to issue, is 50,000,000 shares, consisting of 40,000,000 shares
of Common Stock, par value $0.01 per share, and 10,000,000 shares of Preferred
Stock, par value $0.01 per share.
The descriptions of the different classes of capital stock of
the corporation and the preferences, designations, relative rights, privileges
and powers, and the restrictions, limitations and qualifications thereof, of
said classes of stock are as follows:
Division A
The shares of Preferred Stock may be divided into and issued
in one or more series, the relative rights and preferences of which series may
vary in any and all respects. The board of directors of the corporation is
hereby vested with the authority to establish series of Preferred Stock by
fixing and determining all the preferences, limitations and relative rights of
the shares of any series so established, to the extent not provided for in
these Articles of Incorporation or any amendment hereto, and with the authority
to increase or decrease the number of shares within each such series; provided,
however, that the board of directors may not decrease the number of shares
within a series below the number of shares within such series that is then
issued. The authority of the board of directors with respect to each such
series shall include, but not be limited to, determination of the following:
(1) the distinctive designation and number of shares of
that series;
(2) the rate of dividend (or the method of calculation
thereof) payable with respect to shares of that series, the dates,
terms and other conditions upon which such dividends shall be payable,
and the relative rights of priority of such dividends to dividends
payable on any other class or series of capital stock of the
corporation;
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(3) the nature of the dividend payable with respect to
shares of that series as cumulative, noncumulative or partially
cumulative, and if cumulative or partially cumulative, from which date
or dates and under what circumstances.
(4) whether shares of that series shall be subject to
redemption, and, if made subject to redemption, the times, prices,
rates, adjustments and other terms and conditions of such redemption
(including the manner of selecting shares of that series for
redemption if fewer than all shares of such series are to be
redeemed);
(5) the rights of the holders of shares of that series in
the event of voluntary or involuntary liquidation, dissolution or
winding up of the corporation (which rights may be different if such
action is voluntary than if it is involuntary), including the relative
rights of priority in such event as to the rights of the holders of
any other class or series of capital stock of the corporation;
(6) the terms, amounts and other conditions of any
sinking or similar purchase or other fund provided for the purchase or
redemption of shares of that series;
(7) whether shares of that series shall be convertible
into or exchangeable for shares of capital stock or other securities
of the corporation or of any other corporation or entity, and, if
provision be made for conversion or exchange, the times, prices,
rates, adjustments and other terms and conditions of such conversion
or exchange;
(8) the extent, if any, to which the holders of shares of
that series shall be entitled (in addition to any voting rights
provided by law) to vote as a class or otherwise with respect to the
election of directors or otherwise;
(9) the restrictions and conditions, if any, upon the
issue or reissue of any additional Preferred Stock ranking on a parity
with or prior to shares of that series as to dividends or upon
liquidation, dissolution or winding up;
(10) any other repurchase obligations of the corporation,
subject to any limitations of applicable law; and
(11) notwithstanding their failure to be included in (1)
through (10) above, any other designations, preferences, limitations
or relative rights of shares of that series.
Any of the designations, preferences, limitations or relative rights (including
the voting rights) of any series of Preferred Stock may be dependent on facts
ascertainable outside these Articles of Incorporation.
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Shares of any series of Preferred Stock shall have no voting
rights except as required by law or as provided in the preferences, limitations
and relative rights of such series.
Division B
1. Dividends. Dividends may be paid on the Common Stock
out of any assets of the corporation available for such dividends subject to
the rights of all outstanding shares of capital stock ranking senior to the
Common Stock in respect of dividends.
2. Distribution of Assets. In the event of any
liquidation, dissolution or winding up of the corporation, after there shall
have been paid to or set aside for the holders of capital stock ranking senior
to the Common Stock in respect of rights upon liquidation, dissolution or
winding up the full preferential amounts to which they are respectively
entitled, the holders of the Common Stock shall be entitled to receive, pro
rata, all of the remaining assets of the corporation available for distribution
to its shareholders.
3. Voting Rights. The holders of the Common Stock shall
be entitled to one vote per share for all purposes upon which such holders are
entitled to vote.
Division C
1. No Preemptive Rights. No shareholder of the
corporation shall by reason of his holding shares of any class have any
preemptive or preferential right to acquire or subscribe for any additional,
unissued or treasury shares of any class of the corporation now or hereafter to
be authorized, or any notes, debentures, bonds or other securities convertible
into or carrying any right, option or warrant to subscribe to or acquire shares
of any class now or hereafter to be authorized, whether or not the issuance of
any such shares, or such notes, debentures, bonds or other securities, would
adversely affect the dividends or voting or other rights of such shareholder,
and the board of directors may issue or authorize the issuance of shares of any
class, or any notes, debentures, bonds or other securities convertible into or
carrying rights, options or warrants to subscribe to or acquire shares of any
class, without offering any such shares of any class, either in whole or in
part, to the existing shareholders of any class.
2. Share Dividends. Subject to any restrictions in
favor of any series of Preferred Stock provided in the relative rights and
preferences of such series, the corporation may pay a share dividend in shares
of any class or series of capital stock of the corporation to the holders of
shares of any class or series of capital stock of the corporation.
3. No Cumulative Voting. Cumulative voting for the
election of directors is expressly prohibited as to all shares of any class or
series.
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ARTICLE FIVE
The corporation will not commence business until it has
received for the issuance of its shares consideration of the value of One
Thousand Dollars ($1,000.00), consisting of any tangible or intangible benefit
to the corporation, including cash, promissory notes, services performed,
contracts for services to be performed or other securities of the corporation.
ARTICLE SIX
The street address of the corporation's registered office is
14811 St. Mary's Lane, Suite 148, Houston, Texas 77079, and the name of its
registered agent at such address is Frank A. Wojtek.
ARTICLE SEVEN
1. Number and Term of Directors. The number of
directors shall be fixed by, or in the manner provided by, the bylaws of the
corporation. The number of directors constituting the current board of
directors is five, and the names and addresses of such persons constituting the
board of directors, who are to serve until their successors are elected and
qualified are as follows:
Name Address
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Steven A. Webster 14811 St. Mary's Lane, Suite 148
Houston, Texas 77079
S. P. Johnson, IV 14811 St. Mary's Lane, Suite 148
Houston, Texas 77079
Frank A. Wojtek 14811 St. Mary's Lane, Suite 148
Houston, Texas 77079
Douglas A. P. Hamilton 14811 St. Mary's Lane, Suite 148
Houston, Texas 77079
Paul B. Loyd, Jr. 14811 St. Mary's Lane, Suite 148
Houston, Texas 77079
2. Removal of Directors. No director of the Corporation
shall be removed from such office by vote or other action of the shareholders
of the Corporation or otherwise, except by the affirmative vote of holders of
at least a majority of the then outstanding Voting Stock (as defined below),
voting together as a single class. The term "Voting Stock" shall mean all
outstanding shares
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of all classes and series of capital stock of the Corporation entitled to vote
generally in the election of directors of the Corporation, considered as one
class; and, if the Corporation shall have shares of Voting Stock entitled to
more or less than one vote for any such share, each reference in these
Articles of Incorporation to a proportion or percentage of Voting Stock shall
be calculated by reference to the portion or percentage of votes entitled to be
cast by holders of such shares generally in the election of directors of the
Corporation. Prior to the date (the "Public Status Date") of the closing of
the Corporation's first offering of the Common Stock to the general public
registered under a registration statement filed by the Corporation with the
Securities and Exchange Commission, any such removal of a director of the
Corporation may be with or without cause. On and after the Public Status Date,
no director of the Corporation shall be removed from such office, except for
cause, which shall be deemed to exist only if: (i) such director has been
convicted, or such director is granted immunity to testify where another has
been convicted, of a felony by a court of competent jurisdiction (and such
conviction is no longer subject to direct appeal); (ii) such director has been
found by a court of competent jurisdiction (and such finding is no longer
subject to direct appeal) or by the affirmative vote of at least a majority of
the Whole Board (as defined below) at any regular or special meeting of the
board of directors called for such purpose to have been grossly negligent or
guilty of willful misconduct in the performance of his duties to the
Corporation in a matter of substantial importance to the Corporation; (iii)
such director has been adjudicated by a court of competent jurisdiction to be
mentally incompetent, which mental incompetency directly affects his ability to
perform as a director of the Corporation; or (iv) such director has been found
by a court of competent jurisdiction (and such finding is no longer subject to
direct appeal) or by the affirmative vote of at least a majority of the Whole
Board at any regular or special meeting of the board of directors called for
such purpose to have breached such director's duty of loyalty to the
Corporation or its shareholders or to have engaged in any transaction with the
Corporation from which such director derived an improper personal benefit. No
director of the Corporation so removed may be nominated, re-elected or
reinstated as a director of the Corporation so long as the cause for removal
continues to exist. The term "Whole Board" shall mean the total number of
authorized directors of the Corporation whether or not there exist any
vacancies in previously authorized directorships. This paragraph shall be
subject to the rights, if any, of holders of any class or series of stock to
elect directors and remove directors elected by them.
ARTICLE EIGHT
A director of the corporation shall not be liable to the
corporation or its shareholders for monetary damages for an act or omission in
the director's capacity as a director, except that this article does not
eliminate or limit the liability of a director for: (1) a breach of a
director's duty of loyalty to the corporation or its shareholders; (2) an act
or omission not in good faith that constitutes a breach of duty of that
director to the corporation or an act or omission that involves intentional
misconduct or a knowing violation of the law; (3) a transaction from which a
director received an improper benefit, whether or not the benefit resulted from
an action taken within the scope of the
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director's office; or (4) an act or omission for which the liability of a
director is expressly provided for by an applicable statute.
If the Texas Miscellaneous Corporation Laws Act or the Texas
Business Corporation Act (the "TBCA") is amended to authorize action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the corporation shall be eliminated or limited to the fullest
extent permitted by such statutes, as so amended. Any repeal or modification
of this article shall not adversely affect any right or protection of a
director of the corporation existing at the time of such repeal or
modification.
ARTICLE NINE
Prior to the Public Status Date, any action required or
permitted to be taken at any annual or special meeting of shareholders of the
Corporation may be taken without a meeting, without prior notice and without a
vote, if a consent or counterpart consents in writing, setting forth the action
so taken, shall be signed by the holder or holders of shares having not less
than the minimum number of votes that would be necessary to take such action at
a meeting at which the holders of all shares entitled to vote on the action
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to
those shareholders who did not consent in writing to the action.
ARTICLE TEN
The vote of shareholders required for approval of any
amendment of the articles of incorporation of the corporation for which the
TBCA requires a shareholder vote, shall be (in lieu of any greater vote
required by the TBCA) the affirmative vote of the holders of a majority of the
outstanding Voting Stock entitled to vote thereon, unless any class or series
of shares is entitled to vote as a class thereon, in which event the vote
required shall be the affirmative vote of the holders of a majority of the
outstanding shares within each class or series of shares entitled to vote
thereon as a class and at least a majority of the outstanding Voting Stock
otherwise entitled to vote thereon.
ARTICLE ELEVEN
Special meetings of shareholders may be called by the
corporation's chairman of the board, the president or the board of directors.
Subject to the provisions of the corporation's bylaws governing special
meetings, holders of not less than 50% of the outstanding shares of stock
entitled to vote at the proposed special meeting may also call a special
meeting of shareholders by furnishing the corporation a written request which
states the purpose or purposes of the proposed meeting in the manner set forth
in the bylaws.
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EXECUTED AND EFFECTIVE this 5th day of June, 1997.
CARRIZO OIL & GAS, INC.
By: /s/ S. P. JOHNSON, IV
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S. P. Johnson, IV
President
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