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EXHIBIT 3.3
CERTIFICATE OF INCORPORATION
RUTHERFORD-MORAN EXPLORATION COMPANY
First: The name of the Corporation is Rutherford-Moran Exploration Company.
Second: The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle. The name of the Corporation's registered
agent at such address is The Corporation Trust Company.
Third: The nature of the business and purpose to be conducted or promoted
by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.
Fourth: The total number of shares of stock that the Corporation shall
have authority to issue is 10,000 shares of Common Stock, of the par value of
$.01 per share.
Fifth: The name of the incorporator is Kailan M. Niemeyer, whose mailing
address is 1301 McKinney, Suite 5100, Houston, Texas 77010-3095.
Sixth: The Corporation is to have perpetual existence.
Seventh: The names and mailing addresses of the persons who are to serve
as directors until the first annual meeting of stockholders or until their
successors are elected and qualify are:
John A. Moran 5 Greenway Plaza, Suite 220
Houston, Texas 77046
Patrick R. Rutherford 5 Greenway Plaza, Suite 220
Houston, Texas 77046
Michael D. McCoy 5 Greenway Plaza, Suite 220
Houston, Texas 77046
David F. Chavenson 5 Greenway Plaza, Suite 220
Houston, Texas 77046
Eighth:
(a) 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 any
acts or omissions not in good faith or which involve 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 a
personal benefit. If the Delaware General Corporation Law hereafter
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is amended to authorize further elimination or limitation of the liability of
directors, then the liability of a director of the Corporation, in addition to
the limitation on personal liability provided herein, shall be limited to
the fullest extent permitted by the amended Delaware General Corporation Law.
Any repeal or modification of this paragraph by the stockholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Corporation existing
at the time of such repeal or modification.
(b) The Corporation shall indemnify any director or officer to the
full extent permitted by Delaware law.
Ninth: All of the powers of the Corporation, insofar as the same may be
lawfully vested by this Certificate of Incorporation in the Board of Directors
of the Corporation, are hereby conferred upon the Board of Directors of the
Corporation.
In furtherance and not in limitation of the foregoing provisions of this
Article Ninth, and for the purpose of the orderly management of the business
and the conduct of the affairs of the Corporation, the Board of Directors of
the Corporation shall have the power to adopt, amend or repeal from time to
time the bylaws of the Corporation, subject to the right of the stockholders of
the Corporation entitled to vote thereon to adopt, amend or repeal bylaws of
the Corporation.
Tenth: 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.
THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, does make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true.
Accordingly, I have hereunto set my hand this 3rd day of July, 1996.
/s/ KAILAN M. NIEMEYER
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Kailan M. Niemeyer
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Pursuant to the provisions of Section 252(c) of the Delaware General
Corporation Law (the "DGCL"), the undersigned corporation submits the following
Certificate of Merger for the purpose of effecting a merger under the DGCL.
1. The name and state or jurisdiction of incorporation of each of the
constituent corporations is as follows:
Name of Corporation State of Incorporation
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Rutherford-Moran Exploration Company Texas
Rutherford-Moran Exploration Company Delaware
2. 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 DGCL.
3. The surviving corporation is Rutherford-Moran Exploration Company, a
Delaware corporation.
4. The certificate of incorporation of the surviving corporation shall
be its certificate of incorporation.
5. The executed agreement of merger is on file at the principal place of
business of the surviving corporation, located at 5 Greenway Plaza, Suite 220,
Houston, Texas 77046.
6. A copy of the agreement of merger will be furnished by the surviving
corporation, on request and without cost, to any stockholder of any constituent
corporation.
7. This merger shall be effective when the Certificate of Merger shall
have been filed with the Secretary of State of the State of Delaware in
accordance with the provisions of the DGCL.
Dated this 7th day of August, 1996.
SURVIVING CORPORATION
RUTHERFORD-MORAN EXPLORATION COMPANY
a Delaware corporation
By: /s/ MICHAEL D. MCCOY
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Michael D. McCoy
Vice President