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EXHIBIT 3.1
AMENDED
ARTICLES OF INCORPORATION
OF
BELCO OIL & GAS CORP.
I. NAME
The name of the corporation is WESTPORT RESOURCES CORPORATION (the
"Company").
II. ADDRESS
The address of the Company's registered office in the State of Nevada is
6100 Neil Road, Suite 500, Reno, Nevada 89511, County of Washoe. The name of its
registered agent at such address is The Corporation Trust Company of Nevada.
III. PURPOSE
The nature of the business or purpose to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the Nevada Revised Statutes.
IV. SHARES
The total number of shares of stock that the Company shall have authority
to issue is 80 million of which 70 million shares shall be common stock with a
par value of $0.01 per share and 10 million shall be preferred stock with a par
value of $0.01 per share, of which 4.37 million shares have been designated as 6
1/2% convertible preferred stock through the filing of that certain Certificate
of Designations with the Nevada Secretary of State on March 6, 1998. Subject to
the Nevada Revised Statutes and the powers, designations, preferences and
relative, participating, optional or other special rights granted by the Board
of Directors of the Company (the "Board of Directors"), the Board of Directors
may determine the powers, designations, preferences and relative, participating,
optional or other special rights, including voting rights, and the
qualifications, limitations or restrictions thereof, of each class of capital
stock and of each series within any such class and may increase or decrease the
number of shares within each such class or series; provided, however, that the
Board of Directors may not decrease the number of shares within a class or
series to less than the number of shares within such class or series that are
then issued and may not increase the number of shares within a series above the
total number of authorized shares of the applicable class for which the powers,
designations, preferences and rights have not otherwise been set forth herein.
V. PERPETUAL EXISTENCE
The Company is to have perpetual existence.
VI. BYLAWS
In furtherance and not in limitation of the powers conferred by the Nevada
Revised Statutes, the Board of Directors is expressly authorized to make, alter
or repeal the Bylaws of the Company.
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VII. DIRECTORS
7.1. Election of Directors
Elections of directors need not be by written ballot except and to the
extent provided in the Bylaws of the Company.
7.2. Composition of Board of Directors
(a) The Board of Directors shall be divided into three classes as
nearly equal in number as possible, with directors in each class having a
three-year term following a transition period in which the initial Class 1
directors serve a one-year term, the initial Class 2 directors serve a
two-year term and the initial Class 3 directors serve a three-year term.
(b) Any director may resign at any time upon written notice to the
Company.
7.3. Quorum and Voting
Except as otherwise specifically provided by law, in Section 3.6 of the
Bylaws of the Company or in these Articles of Incorporation, (i) a majority of
the total number of directors shall constitute a quorum for the transaction of
business, and (ii) the vote of the majority of the directors present at any
meeting at which a quorum is present shall be the act of the Board of Directors.
7.4. Number of Directors
The number of directors of the Company shall not be less than one nor more
than 15, the exact number of directors to be such number as may be set from time
to time within the limits set forth above by resolution adopted by affirmative
vote of a majority of the Board of Directors.
7.5. Removal of Directors
Any director may be removed, with or without cause, at any annual or
special shareholders' meeting upon the affirmative vote of the holders of
two-thirds of the outstanding shares of voting stock of the Company at that time
entitled to vote thereon.
VIII. DIRECTOR LIABILITY
A director shall not be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a director for
any act or omission; provided, however, that the foregoing shall not eliminate
or limit the liability of a director (a) for any breach of the director's duty
of loyalty to the Company or its shareholders, (b) for any act or omission not
in good faith or which involves intentional misconduct, fraud or a knowing
violation of law, (c) under Section 78.300 of the Nevada Revised Statutes, or
(d) for any transaction from which the director derived an improper personal
benefit. Any repeal or modification of this article by the shareholders of the
Company shall be prospective only, and shall not adversely affect any limitation
on the personal liability of a director existing at the time of such repeal or
modification.
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IX. INDEMNIFICATION
9.1. General
Subject to Article VIII, the Company shall indemnify, to the maximum extent
permitted by the Nevada Revised Statutes, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company), by reason of the fact
that the person is or was a director or officer of the Company, or is or was
serving at the request of the Company as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which the person reasonably
believed to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, have reasonable cause to believe
that his or her conduct was unlawful.
9.2. Actions by or in the Right of the Company
The Company shall indemnify, to the maximum extent permitted by the Nevada
Revised Statutes, any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Company to procure a judgment in its favor by reason of the fact that the
person is or was a director or officer of the Company, or is or was serving at
the request of the Company as a director or officer of another corporation,
partnership, joint venture or trust or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit.
9.3. Indemnification Against Expenses
To the extent that a present or former director or officer of the Company
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 9.1 or 9.2, or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.
9.4. Advancement of Expenses
Expenses including attorneys' fees incurred by an officer or director in
defending a civil or criminal action, suit or proceeding shall be paid by the
Company in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Company as authorized by the Nevada Revised
Statutes or in this Article IX. Such expenses incurred by former directors and
officers may be so paid upon such terms and conditions, if any, as the Company
deems appropriate.
9.5. Nonexclusive
The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall not be deemed exclusive of any other rights to
which any director or officer of the Company seeking indemnification or
advancement of expenses may be entitled under any other bylaw, agreement,
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vote of shareholders or disinterested directors or otherwise, both as to action
in such person's official capacity and as to action in another capacity while
holding such office, and shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director or officer of
the Company and shall inure to the benefit of the heirs, executors and
administrators of such a person.
9.6. Insurance
The Company may purchase and maintain insurance on behalf of any person who
is or was a director or officer of the Company, or is or was serving at the
request of the Company as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against such person and incurred by such person in any such capacity or
arising out of such person's status as such, whether or not the Company would
have the power to indemnify such person against such liability under the
provisions of the Nevada Revised Statutes, these Articles of Incorporation or
this Section 9.6.
9.7. Certain Definitions
For purposes of this Article IX, (a) references to "the Company" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger that, if its separate existence had continued, would have had power and
authority to indemnify its directors and officers so that any person who is or
was a director or officer of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this section with
respect to the resulting or surviving corporation as such person would have with
respect to such constituent corporation if its separate existence had continued;
(b) references to "other enterprises" shall include employee benefit plans; (c)
references to "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and (d) references to "serving at the
request of the Company" shall include any service as a director or officer of
the Company that imposes duties on, or involves services by, such director or
officer with respect to any employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Company" as referred to in this section.
9.8. Change in Governing Law
In the event of any amendment or addition to Section 78.7502 and Section
78.751 of the Nevada Revised Statutes or the addition of any other section to
such law that limits indemnification rights thereunder, the Company shall, to
the extent permitted by the Nevada Revised Statutes, indemnify to the fullest
extent authorized or permitted hereunder, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including an action by or in the right of the Company), by reason of the fact
that he or she is or was a director or officer of the Company, or is or was
serving at the request of the Company as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding.
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X. SHAREHOLDER ACTION
Any action by shareholders must be taken at an annual or special meeting of
shareholders of the Company and may not be taken by written consent in lieu of a
meeting. The Board of Directors may grant to preferred stock the power to vote
by written consent in lieu of a meeting to the extent such power is specifically
designated by the Board of Directors in the relevant powers, designations,
preferences and relative, participating, optional or other special rights for
such preferred stock.
XI. AMENDMENTS
These Articles of Incorporation may be amended in accordance with Section
78.390 of the Nevada Revised Statutes; provided, however, that any amendment of
Section 7.5 and Article IX herein will require an affirmative vote of the
holders of two-thirds (2/3) of the outstanding shares of voting stock of the
Company at that time entitled to vote thereon.
XII. ELECTION NOT TO BE GOVERNED BY SECTIONS 78.411 TO 78.444,
INCLUSIVE, OF THE NEVADA REVISED STATUTES
The Company hereby elects not to be governed by, and to otherwise opt out
of, the provisions of Sections 78.411 to 78.444, inclusive, of the Nevada
Revised Statutes relating to combinations with interested shareholders.
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