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EXHIBIT 3.5
CERTIFICATE OF INCORPORATION
OF
Mewbourne Oil Company
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1. The name of the corporation is
Mewbourne Oil Company
2. The address of its registered office in the State of
Delaware is Corporation Trust Center No. 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.
3. 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.
4. The total number of shares of stock which the
corporation shall have authority to issue is Three Thousand (3,000) and the par
value of each of such shares is One Dollar ($1.00) amounting in the aggregate
to Three Thousand Dollars ($3,000.00).
5A. The name and mailing address of each incorporator is
as follows:
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NAME MAILING ADDRESS
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V. A. Brookens Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
J. L. Austin Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
M. C. Kinnamon Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
5B. The name and mailing address of each person, who is to
serve as a director until the first annual meeting of the stockholders or until
a successor is elected and qualified, is as follows:
NAME MAILING ADDRESS
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Curtis W. Mewbourne P. 0. Box 7698
Tyler, Texas 75711
Dorothy Elizabeth Mewbourne P. 0. Box 7698
Cuenod Tyler, Texas 75711
Ruth Ann Mewbourne Buckley P. 0. Box 7698
Tyler, Texas 75711
Julie Mewbourne P. 0. Box 7698
Tyler, Texas 75711
A. W. Riter, Jr. 403 Bluebonnet
Tyler, Texas 75701
Eugene C. Fiedorek 6688 N. Central Expressway
Suite 1100
Dallas, Texas 75206
6. The corporation is to have perpetual existence.
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7. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized:
To make, altar or repeal the By-Laws of the corporation.
8. Elections of directors need not be by written ballot
unless the By-Laws of the corporation shall so provide.
Meetings of stockholders may be held within or without the
State of Delaware, as the By-Laws may provide. The books of the corporation
may be kept (subject to any provision contained in the statute) outside the
State of Delaware at such place or places as may be designated from time to
time by the Board of Directors or in the Bylaws of the corporation.
9. The corporation reserves the right to amend, alter,
change or repeal any provision contained in this 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.
10. A director of the corporation shall not be personally
liable to the corporation or 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
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intentional misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law, or (iv) for any transaction from which
the director derived any improper personal benefit
WE THE UNDERSIGNED, being each of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate, hereby
declaring and certifying this is our act and deed and the facts herein stated
are true, and accordingly have hereunto set our hands this 15th day of March,
1991.
/s/ V.A. Brookens
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V. A. Brookens
/s/ J.L. Austin
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J. L. Austin
/s/ M. C. Kinnamon
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M. C. Kinnamon
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CERTIFICATE OF MERGER
The undersigned corporations adopt the following Certificate of Merger
in accordance with Section 252 of the Delaware Corporation Laws:
1. Name and State of Incorporation of Each Constituent
Corporation. The name and state of incorporation of each of the constituent
corporations is as follows:
Mewbourne Oil Company, a Delaware corporation
Mewbourne Oil Company, a Texas corporation
2. Agreement of Merger - Approved. An Agreement of Merger has
been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with Section 252(c) of the Delaware
Corporation Laws.
3. Surviving Corporation. The name of the surviving corporation
is Mewbourne Oil Company, a Delaware corporation.
4. No Change to Certificate of Incorporation. The Certificate of
Incorporation of Mewbourne Oil Company, a Delaware corporation, shall be its
Certificate of Incorporation.
5. Agreement of Merger on File. The Agreement of Merger is on
file at the principal place of business of Mewbourne Oil Company, a Delaware
corporation, at 3901 South Broadway, Tyler, Texas 75701.
6. Copy of Agreement of Merger to be Furnished. A copy of the
Agreement of Merger will be furnished by Mewbourne Oil Company, a Delaware
corporation, on request and without cost, to any stockholder of Mewbourne Oil
Company, a Delaware corporation, or Mewbourne Oil Company, a Texas corporation.
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7. Capital Stock of Constituent Corporation. The authorized
capital stock of Mewbourne Oil Company, a Texas corporation, is as follows:
1,000 shares of no par value stock.
Dated this 30th day of March, 1991.
ATTEST: MEWBOURNE OIL COMPANY, a
Delaware Corporation
/s/ Dorothy M. Cuenod By: /s/ Curtis Mewbourne
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Dorothy Elizabeth Mewbourne Curtis W. Mewbourne
Cuenod, Assistant Secretary Chairman of the Board and
President
ATTEST: MEWBOURNE OIL COMPANY, a
Texas Corporation
/s/ Dorothy M. Cuenod By: /s/ Curtis Mewbourne
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Dorothy Elizabeth Mewbourne Curtis W. Mewbourne
Cuenod, Assistant Secretary Chairman of the Board and
President
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