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EXHIBIT 3.1
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CERTIFICATE OF INCORPORATION
OF
TOREADOR ROYALTY CORPORATION
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DATED JULY 13, 1951
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CERTIFICATE OF INCORPORATION
OF
TOREADOR ROYALTY CORPORATION
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FIRST: The name of the Corporation is Toreador Royalty Corporation.
SECOND: Its principal office in the State of Delaware is to be located
at 129 South State Street, City of Dover, County of Kent and its resident agent
is United States Corporation Company whose address is 129 South State Street in
said city of Dover.
THIRD: The nature of the business of the Corporation and the objects
and purposes proposed to be transacted, promoted and carried on, are as follows:
To establish and maintain an oil business with authority to contract
for the lease and purchase of the right to prospect for, develop and use coal
and other minerals, petroleum and gas; also the right to erect, build and own
all necessary oil tanks, cars and pipes necessary for the operation of the
business of the same.
To acquire, bring together, hold, dispose of and deal in royalty and
other interests in minerals, and to manage, control and exploit said mineral
interests, and to collect the revenue arising therefrom.
To purchase, acquire, hold and dispose of the stocks, bonds and other
evidences of indebtedness of any corporation, domestic or foreign, and to issue
in exchange therefor the stocks, bonds, or other obligations of the Corporation
or to make payment therefor by any other lawful means of payment whatsoever, and
to exercise all the privileges of ownership, including voting upon the
securities so held.
To enter into and carry out partnerships of every kind and description,
whether general, mining or special, with any persons, firms, trusts,
associations or any other corporations whatsoever for operating and developing
mines, oil wells, gas wells and interests therein, whether owned jointly by the
Corporation and such persons, firms, trusts, associations and other corporations
or otherwise, and for exercising any other powers of the Corporation.
To enter into and carry out contracts of every kind pertaining to the
business of the Corporation.
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To borrow or raise money for any of the purposes of this Corporation,
and from time to time without limit as to amount to draw, make, accept, endorse,
execute or issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidences of
indebtedness, and any other obligations or securities convertible into any one
or more classes of capital stock of the Corporation; to secure the payment
thereof and of the interest thereon by mortgage, pledge, conveyance or
assignment in trust of the whole or any part of the property of this
Corporation, real or personal, including contract rights, whether at the time
owned or thereafter acquired; and to sell, pledge or otherwise dispose of such
obligations of the Corporation for its corporate purposes.
To purchase or otherwise acquire, hold, sell, redeem, assign, pledge,
transfer, reissue, cancel or otherwise dispose of any shares of the capital
stock or other obligations of the Corporation, except insofar as otherwise
provided in this Certificate of Incorporation, and provided that the Corporation
shall not use its funds or property for the purchase of shares of its own
capital stock when such use would cause any impairment of its capital, and
provided further that shares of its own capital stock belonging to it shall not
be voted upon directly or indirectly.
To acquire, use, sell, grant or otherwise dispose of letters patent of
the United States or any foreign country, patent rights, licenses, privileges,
inventions, improvements, processes, copyrights, trademarks and trade names
relating to or useful in connection with any business of the Corporation.
To carry on its business and have offices and agencies therefor in all
parts of the world and to hold, purchase, mortgage and convey real and personal
property in all parts of the world.
To acquire all or any part of the good will, rights, property and
business of any person, partnership, firm, trust, association or corporation
heretofore or hereafter engaged in any business similar to that which the
Corporation has the power to conduct, to pay for the same in cash or in stock,
bonds or other obligations of the Corporation or otherwise; to hold, utilize and
in any manner dispose of the whole or any part of the rights and property so
acquired; to assume in connection therewith any liabilities of any such person,
partnership, firm, trust, association or corporation; and to conduct the whole
or any part of the business thus acquired.
To do everything necessary, proper, and advisable for the
accomplishment of any of the purposes or the attainment of any of the objects
hereinbefore set forth and to have and exercise all of the powers conferred by
the laws of the State of Delaware upon corporations formed under the laws
thereof and to do any or all of the things hereinbefore set forth to the same
extent as natural persons could do, and in any part
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of the world, as principal, agent or otherwise, and either alone or in company
with others.
The objects and purposes specified in the foregoing clauses of this
Article Third shall, except where otherwise expressed in this Article, be in no
wise limited or restricted by reference to, or inference from the terms of any
other clause of this or any other Article in this Certificate of Incorporation
but shall be regarded as independent objects and purposes and shall be construed
as powers as well as objects and purposes.
The Corporation shall be authorized to exercise and enjoy all other
powers, rights and privileges granted to corporations of this character by the
laws of the State of Delaware, as in force from time to time, so far as not in
conflict herewith, and the enumeration of certain powers as herein specified is
not intended as exclusive of, or as a waiver of, any of the powers, rights or
privileges granted or conferred by said laws now or hereafter in force;
provided, however, that the Corporation shall not in any state, territory,
district, possession or country carry on any business or exercise any powers
which a corporation organized under the laws thereof may not carry on or
exercise.
FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue shall be 1,760,000, of which 960,000
shares shall be Preferred Stock of the par value of 62 1/2 cents per share and
800,000 shares shall be Common Stock of the par value of 62 1/2 cents per share.
The designations, preferences, privileges and voting powers of the
capital stock and the restrictions or qualifications thereof are as follows:
1. The Preferred Stock of the par value of 62 1/2 cents per share shall
be called "4% Preferred Stock." The holders of the 4% Preferred Stock shall be
entitled to receive, when and as declared by the Board of Directors of the
Corporation, dividends in cash commencing on October 1, 1951, from the surplus
of the Corporation or from the net profits arising from its business at the rate
of Four per cent (4%) per annum and no more, payable in or for each year on such
date or dates as the Board of Directors may determine. Dividends on the 4%
Preferred Stock for the remaining portion of the year 1951 and for each calendar
year thereafter shall be cumulative but only to the extent that "net profits",
as that term is herein defined, are earned in the applicable dividend period.
Dividends at the rate of Four per cent (4%) per annum shall be paid or set apart
for payment in or for any of such periods before any dividends on the Common
Stock shall be paid or set apart for payment or any Common Stock acquired for a
consideration by the Corporation in that period. If dividends at the rate of
Four per cent (4%) per annum shall not have been paid or set apart for
payment on the 4% Preferred Stock in or with respect to any period although
there shall have been net profits earned in such period, such dividends shall be
cumulative and shall be fully paid or set apart for payment, but not in an
aggregate amount exceeding such net profits, before any dividend
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on the Common Stock shall be paid or set apart for payment or any Common Stock
acquired for a consideration by the Corporation.
The term "surplus" shall, for the purposes of this Article Fourth, mean
the net assets of the Corporation in excess of its capital. The tern "net
profits" of the Corporation shall, for the purposes of this Article Fourth, mean
the net income of the Corporation as determined by the Board of Directors for
the period from October 1, 1951 to the end of the year 1951 and for each
calendar year thereafter (such portion of 1951 and each calendar year thereafter
being herein sometimes called a dividend period) in accordance with generally
accepted principles of accounting.
2. If with respect to any dividend period, there shall remain any
surplus or net profits after (1) all cumulative dividends upon the 4% Preferred
Stock shall have been paid or set apart for payment in or for each previous
dividend period in which such dividends shall have been earned and (2) dividends
upon the 4% Preferred Stock shall have been paid or set apart for payment in
full for the current dividend period, then any and all such surplus or net
profits, not in the opinion of the Board of Directors required to be retained in
the business, shall be applicable to dividends on the Common Stock when and if
from time to time the same shall be declared by the Board of Directors, and the
Board of Directors may declare, and out of such surplus or net profits may pay,
dividends upon the Common Stock of the Corporation.
3. In the event of any dissolution, liquidation or winding up of the
Corporation, voluntary or involuntary, the holders of the 4% Preferred Stock
then outstanding shall be entitled to receive out of the assets of the
Corporation, before any distribution or payment shall be made to the holders of
the Common Stock, an amount equal to 62 1/2 cents per share plus all cumulative
dividends not declared and paid or set aside for payment, and an amount computed
at the annual dividend rate of 4% on the shares from the period from the
beginning of the current year to the effective date for such dissolution,
liquidation or winding up of the Corporation, less any dividends paid during
such period with respect to the current year, and no more. If such payment shall
have been made in full to the holders of the 4% Preferred Stock, the remaining
assets of the Corporation shall be distributed among the holders of the Common
Stock pro rata in accordance with their respective holdings.
4. No holder of 4% Preferred Stock or of Common Stock shall be
entitled, as such, as a matter of right, to subscribe for or purchase any part
of any new or additional issue of stock of any class whatsoever or of securities
convertible into or exchangeable for stock of any class whatsoever, whether now
or hereafter authorized, or whether issued for cash or other consideration or by
way of dividend.
5. Except when otherwise by statute specifically provided, without the
affirmative vote of the holders of at least a majority in interest of the 4%
Preferred Stock
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at the time outstanding, given in person or by proxy, either in writing or by
resolution adopted at a special meeting called for the purpose, at which the
holders of the 4% Preferred Stock shall have voted separately as a class, the
Corporation will not (1) create any other class or classes of stock ranking
prior to or on a parity with the 4% Preferred Stock either as to dividends or
upon liquidation, or increase the authorized number of shares of any such other
class of stock, or (2) amend, alter or repeal any of the provisions relating to
the 4% Preferred Stock so as adversely to affect the preferences, privileges,
rights or powers of the 4% Preferred Stock, or (3) merge or consolidate with any
other corporation or sell all or substantially all of the Corporation's property
or assets, or (4) voluntarily dissolve.
6. Except when otherwise by statute specifically provided the holders
of the 4% Preferred Stock shall have with respect to the election of Directors
the exclusive right, voting separately as a class, to elect two Directors of the
Corporation. Each holder of Preferred Stock of the Corporation shall be entitled
to one vote for each share of such stock standing in the name of such holder on
the books of the Corporation for the election of such Directors.
At all times (subject to the limited and special voting rights and
powers of the 4% Preferred Stock herein above set forth) each holder of Common
Stock of the Corporation shall be entitled to one vote for each share of such
stock standing in the name of such holder on the books of the Corporation and
except as herein otherwise provided the holders of the Preferred Stock shall not
be entitled to vote.
7. The Corporation at the option of the Board of Directors may redeem
the 4% Preferred Stock at the time outstanding, in whole at any time or in part
from time to time, upon notice duly given as hereinafter provided, at the price
of 63 3/4 cents per share, together with all cumulative dividends not declared
and paid or set aside for payment and an amount computed at the annual dividend
rate of 4% on the shares for the period from the beginning of the current year
to the date fixed for redemption, less any dividends paid during such period
with respect to the current year.
At least 30 days previous notice of such redemption shall be mailed to
the holders of records of the shares to be redeemed at their respective
addresses as the same shall appear on the books of the Corporation.
In case of redemption of part only of the 4% Preferred Stock at the
time outstanding, the Corporation shall designate by lot the shares so to be
redeemed. The Board of Directors shall have full power and authority to
prescribe the manner in which drawings by lot shall be conducted and, subject to
the limitations and the provisions herein contained, the terms and conditions
upon which the 4% Preferred Stock shall be redeemed from time to time.
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If such notice of redemption shall have been duly given, and if on or
before the redemption date specified therein the funds necessary for such
redemption shall have been set aside by the Corporation, separate and apart from
its other funds, in trust for the pro rata benefit of the holders of the shares
so called for redemption, so as to be and continue to be available therefor,
then notwithstanding that any certificate for shares so called for redemption
shall not have been surrendered for cancellation, all shares of the 4% Preferred
Stock so called for redemption shall no longer be deemed to be outstanding on
and after such redemption date, and all rights with respect to such shares shall
forthwith on such redemption date terminate, except only the right of the
holders thereof to receive the amount payable on redemption thereof, without
interest.
Notwithstanding the foregoing provisions of this paragraph 7, the
Corporation may not redeem the 4% Preferred Stock in whole or in part if as a
result of such redemption the majority of its Capital Stock of all classes in
number and aggregate par value is legally or equitably owned by aliens
prohibited by law from owning land in Texas.
FIFTH: The minimum amount of capital with which this Corporation will
commence business is one thousand dollars ($1,000.00).
SIXTH: This Corporation is to have perpetual existence.
SEVENTH: The private property of the stockholders shall not be subject
to the payment of corporate debts to any extent whatsoever.
EIGHTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors is, subject to any
conditions specifically imposed in this Certificate of Incorporation, expressly
authorized:
Without the consent or vote of the stockholders, to authorize, issue
and sell bonds, debentures or other obligations of the Corporation, whether
secured or unsecured, to include therein such provisions as to redemption,
conversion rights into the capital stock of the Corporation or otherwise, as the
Board of Directors in its discretion may determine, and to authorize the
mortgaging or pledging of any property of the Corporation, real or personal,
including after-acquired property.
To remove at any time, with or without cause, any officer elected or
appointed by the Board of Directors, but only by the affirmative vote of the
majority of the members of the Board of Directors then in office, and to remove,
with or without cause, any other officer or employee of the Corporation or to
confer such power on any committee or officer.
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To make, alter, amend and repeal the Bylaws of the Corporation,
subject, however, to the power of the stockholders to alter, amend or repeal any
action so taken by the Board of Directors.
To set apart out of any funds of the Corporation available for
dividends a reserve or reserves for any proper purpose, and to abolish any such
reserve in the manner in which it was created.
By resolution or resolutions adopted by a majority of the members of
the Board of Directors then in office to designate one or more committees, each
committee to consist of two or more of the Directors of the Corporation, which,
to the extent provided in said resolution or resolutions or in the Bylaws 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 have
power to authorize the seal of the Corporation to be affixed to all papers which
may require it. Such committee or committees shall have such name or names as
may be stated in the Bylaws of the Corporation or as may be determined from time
to time by resolution adopted by a majority of the members of the Board of
Directors then in office.
NINTH: So long as the 4% Preferred Stock shall be outstanding, the
Corporation shall have seven Directors, two of whom shall be elected by the
holders of the 4% Preferred Stock. At such time as the 4% Preferred Stock shall
cease to be outstanding, the number of Directors shall be fixed by the Bylaws.
Any Director elected or appointed by the stockholders of the
Corporation or by the Board of Directors may be removed at any time, with or
without cause, by the affirmative vote of the holders of a majority of the
shares of the class of stock entitled to vote for the election of such Director
or Directors, at a special meeting of such class of stockholders of the
Corporation held for the purpose; provided, however, that such proposed action
is stated in the notice of such special meeting.
TENTH: The names and residences of each of the incorporators are:
NAMES RESIDENCES
Charles N. Caldwell........................160 Broadway, New York 38, N. Y.
Harry B. Davis..............................160 Broadway, New York 38, N. Y.
Garvin P. Kiernan...........................160 Broadway, New York 38, N. Y.
ELEVENTH: The Corporation may enter into contracts or transact business
with one or more of its Directors, or with any firm in which one or more of its
Directors is a
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partner, or with any corporation or association in which any one or more of its
Directors is a stockholder, Director or officer, and such contract or
transaction shall not be invalidated or in any wise affected by the fact that
such Director or Directors have or may have interests therein which are or might
be adverse to the interests of the Corporation, even though the vote of the
Director or Directors having such adverse interests shall have been necessary to
obligate the Corporation upon such contract or transaction; and no Director or
Directors having such adverse interests shall be liable to the Corporation or to
any shareholder or creditor thereof, or to any other person, for any loss
incurred by it under or by reason of any such contract or transaction; nor shall
any such Director or Directors be accountable for any gains or profits realized
thereon; always provided, however, that such contract or transaction shall at
the time at which it was entered into have been a reasonable one to have been
entered into and shall have been upon terms that at that time were fair. Nothing
herein contained, however, shall protect or purport to protect any Director or
officer of the Corporation against any liability to the Corporation or to its
security holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
Any contract, transaction or act of the Corporation or of the Board of
Directors which shall be ratified by the holders of a majority of the stock
entitled to vote at any annual meeting or at any special meeting called for that
purpose shall be as valid and binding as though ratified by every stockholder of
the Corporation; provided, however, that any failure to submit any such
contract, transaction or act to the stockholders for approval or ratification or
any failure of the stockholders to approve or ratify such contract, transaction
or act, when submitted, shall not be deemed in any way to invalidate the same or
to deprive the Corporation, its Directors or officers, of their right to proceed
with such contract, transaction or action.
TWELFTH: The Corporation shall indemnify every Director or officer, his
heirs, executors and administrators, against expenses reasonably incurred by him
in connection with any action, suit or proceeding to which he may be made a
party by reason of his being or having been a Director or officer of the
Corporation, or at its request of any other corporation of which it is a
stockholder or creditor and from which he is not entitled to be indemnified,
except in relation to matters as to which he shall be finally adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of his duties as such Director or officer; in the event of a
settlement, indemnification shall be provided only in connection with such
matters covered by the settlement as to which the Corporation is advised by
counsel that the person to be indemnified did not commit such a breach of duty.
The foregoing right of indemnification shall not be exclusive of other rights to
which he may be entitled.
THIRTEENTH: Meetings of stockholders may be held without the State of
Delaware if the Bylaws so provide. The books of the Corporation may be kept
(subject
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to any provisions contained in the Delaware statutes or in the statutes of any
state in which the Corporation may qualify) outside of the State of Delaware at
such place or places as may be from time to time designated by the Board of
Directors or in the Bylaws of the Corporation.
FOURTEENTH: Except as limited herein, 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.
WE, THE UNDERSIGNED, being all of the incorporators hereinbefore named,
for the purpose of forming a corporation under the provisions of the General
Corporation Law of the State of Delaware, do make and file this Certificate of
Incorporation, hereby declaring and certifying that the facts herein stated are
true, and accordingly have hereunto set our hands and seals this 13th day of
July, 1951.
/s/ CHARLES N. CALDWELL
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CHARLES N. CALDWELL
/s/ HARRY B. DAVIS
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HARRY B. DAVIS
/s/ GARVIN P. KIERNAN
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GARVIN P. KIERNAN
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STATE OF NEW YORK, )
COUNTY OF NEW YORK, ) ss.:
BE IT REMEMBERED that on this 13th day of July, 1951, personally came
before me Catherine E. McNealy, a Notary Public for the State of New York,
CHARLES N. CALDWELL, HARRY B. DAVIS, and GARVIN P. KIERNAN, all of the parties
to the foregoing Certificate of Incorporation, known to me personally to be
such, and severally acknowledged the said Certificate to be the act and deed of
the signers, respectively, and that the facts therein stated are truly set
forth.
Given under my hand and seal of office the day and year aforesaid.
{SEAL}
/s/ CATHERINE E. MCNEALY
--------------------------------
Notary Public, State of New York
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TOREADOR ROYALTY CORPORATION
* * * * * * *
ADOPTED IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 242 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE.
* * * * * * *
WE, JACK FROST, President and JOHN MACKENZIE, JR., Secretary of
Toreador Royalty Corporation, a corporation existing under the laws of the State
of Delaware, do hereby certify under the seal of the said corporation as
follows:
1. That the Certificate of Incorporation of said corporation has been
amended as follows:
(a) By striking out the first paragraph of Article Fourth
thereof as it now exists and inserting in lieu thereof a new first paragraph,
reading as follows:
"The total number of shares of capital stock which the
Corporation shall have authority to issue shall be 2,960,000, of which
960,000 shares shall be Preferred Stock of the par value of 62 1/2
cents per share and 2,000,000 shares shall be Common Stock of the par
value of 62 1/2 cents per share."
(b) By striking out the first paragraph of Article Ninth
thereof as it now exists and inserting in lieu thereof a new first paragraph,
reading as follows:
"So long as the 4% Preferred Stock shall be outstanding, the
Corporation shall have ten Directors, two of whom shall be elected by
the holders of the 4% Preferred Stock. At such time as the 4% Preferred
Stock shall cease to be outstanding, the number of Directors shall be
fixed by the Bylaws."
2. That such amendment has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
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IN WITNESS WHEREOF, WE, JACK FROST, President, and JOHN MACKENZIE, JR.,
Secretary of Toreador Royalty Corporation, have signed this Certificate and
caused the corporate seal of the corporation to be hereunto affixed this 13th
day of January, 1958.
/s/ JACK FROST
--------------------------------
(President)
/s/ JOHN MACKENZIE, JR.
--------------------------------
(Secretary)
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STATE OF NEW YORK, )
COUNTY OF NEW YORK, ) ss.:
BE IT REMEMBERED that on this 13th day of January, 1958, personally
came before me, Truman G. Oakley, a Notary Public in and for the County and
State aforesaid, duly commissioned and sworn to take acknowledgments or proofs
of deeds, Jack Frost, President of Toreador Royalty Corporation, a corporation
of the State of Delaware, the corporation described in the foregoing
Certificate, known to me personally to be such, and he the said Jack Frost, as
such President, acknowledged the said Certificate to be his act and deed and
made on behalf of said corporation; that the signature of said President and of
the Secretary of said corporation to said foregoing Certificate are in the
handwriting of the said President and of the Secretary of said corporation,
respectively, and that the seal affixed to said Certificate is the common or
corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
/s/ TRUMAN G. OAKLEY
--------------------------------
Truman G. Oakley
Notary Public, State of New York
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TOREADOR ROYALTY CORPORATION
* * * * * * *
ADOPTED IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 242 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE.
* * * * * * *
WE, EARL E. WESTMORELAND, President and JOHN MACKENZIE, JR., Secretary
of Toreador Royalty Corporation, a corporation existing under the laws of the
State of Delaware, do hereby certify under the seal of the said corporation as
follows:
1. That the Certificate of Incorporation of said corporation has been
amended as follows:
By striking out the first paragraph of Article Ninth thereof
as it now exists and inserting in lieu thereof a new first paragraph, reading as
follows:
"So long as the 4% Preferred Stock shall be outstanding, the
Corporation shall have eleven Directors, two of whom shall be elected
by the holders of the 4% Preferred Stock. At such time as the 4%
Preferred Stock shall cease to be outstanding, the number of Directors
shall be fixed by the Bylaws."
2. That such amendment has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
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IN WITNESS WHEREOF, WE, EARL E. WESTMORELAND, President, and JOHN
MACKENZIE, JR., Secretary of Toreador Royalty Corporation, have signed this
Certificate and caused the corporate seal of the corporation to be hereunto
affixed this _____ day of June, 1958.
/s/ EARL E. WESTMORELAND
--------------------------------
(President)
JOHN MACKENZIE, JR.
--------------------------------
(Secretary)
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STATE OF NEW YORK, )
COUNTY OF NEW YORK, ) ss.:
BE IT REMEMBERED that on this 28th day of August, 1958, personally came
before me, Eileen E. Pate, a Notary Public in and for the County and State
aforesaid, duly commissioned and sworn to take acknowledgments or proofs of
deeds, Earl E. Westmoreland, President of Toreador Royalty Corporation, a
corporation of the State of Delaware, the corporation described in the foregoing
Certificate, known to me personally to be such, and he, the said Earl E.
Westmoreland, as such President acknowledged the said Certificate to be his act
and deed and made on behalf of said corporation; that the signature of said
President and of the Secretary of said corporation to said foregoing Certificate
are in the handwriting of the said President and of the Secretary of said
corporation, respectively, and that the seal affixed to said Certificate is the
common or corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
/s/ EILEEN E. PATE
--------------------------------
Eileen E. Pate
Notary Public, State of New York
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TOREADOR ROYALTY CORPORATION
* * * * * * *
Adopted in accordance with the provisions of
Section 242 of the General Corporation Law
of the State of Delaware.
* * * * * * *
WE, EARL E. WESTMORELAND, President and NORMA GENE SMITH, Assistant
Secretary of Toreador Royalty Corporation, a corporation existing under the laws
of the State of Delaware, do hereby certify under the seal of the said
corporation as follows:
1. That the Certificate of Incorporation of said corporation has been
amended as follows:
By striking out the first paragraph of Article Ninth thereof
as it now exists and inserting in lieu thereof a new first paragraph, reading as
follows:
"So long as the 4% Preferred Stock shall be outstanding, the
Corporation may have eleven Directors, two of whom shall be elected
by the holders of the 4% Preferred Stock. At such time as the 4%
Preferred Stock shall cease to be outstanding, the number of Directors
shall be fixed by the Bylaws."
2. That such amendment has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
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IN WITNESS WHEREOF, WE, EARL E. WESTMORELAND, President, and NORMA GENE
SMITH, Assistant Secretary of Toreador Royalty Corporation, have signed this
Certificate and caused the corporate seal of the corporation to be hereunto
affixed this 19th day of December, 1963.
ATTEST: TOREADOR ROYALTY CORPORATION
/s/ NORMA GENE SMITH /s/ EARL E. WESTMORELAND
--------------------- ------------------------
Assistant Secretary President
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STATE OF TEXAS, )
COUNTY OF DALLAS, ) ss.:
BE IT REMEMBERED that on this 19th day of December, A.D. 1963,
personally came before me a Notary Public in and for the County and State
aforesaid, Earl E. Westmoreland, President of Toreador Royalty Corporation, a
corporation of the State of Delaware, the corporation described in and which
executed the foregoing certificate, known to me personally to be such, and he,
the said Earl E. Westmoreland, as such President duly executed said certificate
before me and acknowledged the said certificate to be his act and deed and the
act and deed of said corporation; that the signatures of the said President and
of the Assistant Secretary of said corporation to said foregoing certificate are
in the handwriting of the said President and Assistant Secretary of said
corporation, respectively, and that the seal affixed to said certificate is the
common or corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
--------------------------------
Notary Public
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CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION, AS AMENDED, OF
TOREADOR ROYALTY CORPORATION
-----------------------------------------------
TOREADOR ROYALTY CORPORATION, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware
(hereinafter called the "Company"), DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Company, at a meeting duly
held, adopted resolutions proposing and declaring advisable the following
amendment to the Certificate of Incorporation, as amended, of the Company, and
calling a meeting of the stockholders of the Company for consideration thereof:
RESOLVED, That the Certificate of Incorporation, as amended,
of the Company be amended by changing the first paragraph of Article
Fourth thereof so that, as amended, said first paragraph of Article
Fourth shall be and read as follows:
"FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue shall be 5,960,000,
of which 960,000 shares shall be Preferred Stock of the par
value of 62-1/2 cents per share and 5,000,000 shares shall be
the Common Stock of the par value of 15.625 cents per share."
SECOND: Each share of Common Stock, par value 62.5 cents per share, of
the Corporation which shall be issued immediately prior to the close of business
on the date on which this Certificate of Amendment becomes effective shall, at
the close of business on that date be changed and reclassified into four (4)
shares of Common Stock, par value 15.625 cents per share. Each certificate
representing shares of Common Stock issued immediately prior to the close of
business on the date on which this Certificate of Amendment becomes effective,
shall thereafter represent the same number of shares of Common Stock, and the
Corporation shall issue to, or upon the order of, each person who holds shares
of Common Stock of record immediately prior to the close of business on the date
on which this Certificate of Amendment becomes effective, a new certificate or
certificates representing three (3) additional shares of Common Stock, par value
15.625 cents per share, for each share of Common Stock, par value 62.5 cents per
share (as previously classified), so held of record by that holder.
THIRD: That thereafter, pursuant to resolution of the Board of
Directors of the Company, a special meeting of the stockholders of the Company
was duly called and
22
held, at which meeting the necessary number of shares as required by statute
were voted in favor of the said amendment.
FOURTH: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FIFTH: That the capital of the Company will not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, said TOREADOR ROYALTY CORPORATION has caused its
corporate seal to be hereunto affixed and this Certificate to be signed by Earl
E. Westmoreland, its President, and Norma Gene Harkins, its Assistant Secretary,
this 12th day of March, 1981.
ATTEST: TOREADOR ROYALTY CORPORATION
/s/ NORMA GENE HARKINS /s/ EARL E. WESTMORELAND
----------------------------- --------------------------------
Norma Gene Harkins, Assistant Earl E. Westmoreland, President
Secretary
23
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION, AS AMENDED, OF
TOREADOR ROYALTY CORPORATION
--------------------------------------------------
TOREADOR ROYALTY CORPORATION, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware
(hereinafter called the "Company"), DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Company, at a meeting duly
held, adopted resolutions proposing and declaring advisable the following
amendment to the Certificate of Incorporation, as amended, of the Company, and
calling a meeting of the stockholders of the Company for consideration thereof:
RESOLVED, That the Certificate of Incorporation, as amended,
of the Company be amended by changing Article Twelfth thereof so that,
as amended, said Article Twelfth shall be and read as follows:
"TWELFTH:
A. LIMITATION OF CERTAIN LIABILITY OF
DIRECTORS.
No Director or former Director of the Corporation
shall have any personal liability 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 intentional misconduct or a knowing violation of
law, (iii) for paying a dividend or approving a stock
repurchase in violation of Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. The provisions
of this Article Twelfth shall not have any effect on the
availability to the stockholders, the Corporation, or the
Board of Directors of equitable remedies, such as injunctive
relief or rescission, for the breach or threatened breach of
fiduciary duty by a director of the Corporation. The foregoing
elimination of certain liability of Directors or former
Directors shall not be deemed exclusive of any other rights or
limitation of liability to which a Director or former Director
may be entitled under any bylaw provision,
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agreement, vote of stockholders and/or disinterested
directors, or otherwise.
Any repeal or modification of this Article Twelfth by
the stockholders of the Corporation shall not adversely affect
any right or protection of a director of the Corporation
existing at the time of such repeal or modification.
B. INDEMNIFICATION.
The Corporation shall indemnify a 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 Corporation to procure a judgment in its favor,
by reason of the fact that the person is or was a director,
officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee,
agent, or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship,
trust, employee benefit plan, or other enterprise against
expenses (including attorney's fees), judgments, penalties
(including excise and similar taxes), fines and settlements
actually incurred by such person to the full extent authorized
by the Bylaws of the Corporation, the Delaware General
Corporation Law, by indemnification contract, or otherwise."
SECOND: That thereafter, pursuant to resolution of the Board of
Directors of the Company, a meeting of the stockholders of the Company was duly
called and held, at which meeting the necessary number of shares as required by
statute were voted in favor of the said amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
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IN WITNESS WHEREOF, said TOREADOR ROYALTY CORPORATION has caused its
corporate seal to be hereunto affixed and this Certificate to be signed by
CONLEY R. GOODRUM, its President, and Anna R. Santucci, its (Assistant)
Secretary, this 29th day of May, 1987.
TOREADOR ROYALTY CORPORATION
/s/ CONLEY R. GOODRUM
-------------------------------
CONLEY R. GOODRUM, President
[SEAL]
ATTEST:
/s/ ANNA R. SANTUCCI
-------------------------
Anna R. Santucci,
(Assistant) Secretary
26
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION, AS AMENDED, OF
TOREADOR ROYALTY CORPORATION
TOREADOR ROYALTY CORPORATION, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware
(the "Company"), DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Company, at a meeting duly held,
adopted resolutions proposing and declaring advisable the following amendments
to the Certificate of Incorporation, as amended, of the Company, and called a
meeting of the Stockholders of the Company for consideration thereof:
"RESOLVED, that the Board of Directors deems it advisable that the
Certificate of Incorporation, as amended, of the Corporation be amended so
that the existing Article Fourth shall be amended by deleting the existing
text in its entirety, and inserting the following text, so that Article
Fourth shall read in its entirety as follows:
FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue shall be 10,000,000 shares,
all of which shall be Common Stock with a par value of $.15625 per
share. Each share of stock shall have identical rights and privileges
in every respect. No holder of Common Stock shall have any preemptive
rights. At all times each holder of Common Stock shall be entitled to
one vote for each share of Common Stock standing in the name of such
holder on the books of the Corporation.
FURTHER RESOLVED, that the Board of Directors deems it advisable that
the Certificate of Incorporation, as amended, of the Corporation be amended
so that the Article Ninth shall be deleted in its entirety.
SECOND: That thereafter, pursuant to resolution of the Board of Directors
of the Company, a meeting of the stockholders of the Company was duly called and
held, at which meeting the necessary number of shares as required by statute
were voted in favor of the said amendments.
THIRD: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
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IN WITNESS WHEREOF, said TOREADOR ROYALTY CORPORATION has caused its
corporate seal to be hereunto affixed and this certificate to be signed by Peter
R. Vig, its President, and James S. Blair, its Assistant Secretary, this 21st
day of June, 1990.
TOREADOR ROYALTY CORPORATION
By: /s/ PETER R. VIG
-------------------------
Peter R. Vig, President
[SEAL]
ATTEST:
By: /s/ JAMES S. BLAIR
-----------------------
James S. Blair
Assistant Secretary
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CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
TOREADOR ROYALTY CORPORATION
TOREADOR ROYALTY CORPORATION, a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify:
FIRST: That the Board of Directors of the Corporation duly adopted,
pursuant to a unanimous written consent dated as of April 13, 1992, the
following resolution providing for the following amendment to the Certificate of
Incorporation of the Corporation;
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby
recommends that the Certificate of Incorporation of the Corporation be
amended by striking the current Article Fourth thereof and replacing it
with the following Article Fourth so that, as amended, said Article Fourth
shall be and read in its entirety as follows:
"FOURTH:
Section 1. The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 14,000,000,
consisting of (1) 4,000,000 shares of Preferred Stock, par value $1.00
per share ("Preferred Stock"), and (2) 10,000,000 shares of Common
Stock, par value $.15625 per share ("Common Stock").
Section 2. The Board of Directors is hereby expressly authorized,
by resolution or resolutions, to provide, out of the unissued shares
of Preferred Stock, for series of Preferred Stock. Before any shares
of any such series are issued, the Board of Directors shall fix, and
hereby is expressly empowered to fix, by resolution or resolutions,
the following provisions of the shares thereof:
(a) the designation of such series, the number of shares to
constitute such series and the stated value thereof if different
from the par value thereof;
29
(b) whether the shares of such series shall have voting
rights, in addition to any voting rights provided by law, and, if
so, the terms of such voting rights, which may be general or
limited;
(c) the dividends, if any, payable on such series, whether
any such dividends shall be cumulative, and, if so, from what
dates, the conditions and dates upon which such dividends shall
be payable, the preference or relation which such dividends shall
bear to the dividends payable on any shares of stock of any other
class or any other series of this class;
(d) whether the shares of such series shall be subject to
redemption by the Corporation, and, if so, the times, prices and
other conditions of such redemption;
(e) the amount or amounts payable upon shares of such series
upon, and the rights of the holders of such series in, the
voluntary or involuntary liquidation, dissolution or winding up,
or upon any distribution of the assets, of the Corporation;
(f) whether the shares of such series shall be subject to
the operation of a retirement or sinking fund and, if so, the
extent to and manner in which any such retirement or sinking fund
shall be applied to the purchase or redemption of the shares of
such series for retirement or other corporate purposes and the
terms and provisions relative to the operation thereof;
(g) whether the shares of such series shall be convertible
into, or exchangeable for, shares of stock of any other class or
any other series of this class or any other securities and, if
so, the price or prices or the rate or rates of conversion or
exchange and the method, if any,
30
of adjusting the same, and any other terms and conditions of
conversion or exchange;
(h) the limitations and restrictions, if any, to be
effective while any shares of such series are outstanding upon
the payment of dividends or the making of other distributions on,
and upon the purchase, redemption or other acquisition by the
Corporation of, the Common Stock or shares of stock of any other
class or any other series of this class;
(i) the conditions or restrictions, if any, upon the
creation of indebtedness of the Corporation or upon the issue of
any additional stock, including additional shares of such series
or of any other series of this class or of any other class; and
(j) any other powers, preferences and relative,
participating, optional and other special rights, and any
qualifications, limitations and restrictions thereof.
The powers, preferences and relative, participating optional and
other special rights of each series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may
differ from those of any and all other series at any time outstanding.
All shares of any one series of Preferred Stock shall be identical in
all respects with all other shares of such series, except that shares
of any one series issued at different times may differ as to the dates
from which dividends thereon shall be cumulative.
Section 3. Each holder of Common Stock shall be entitled to one
vote for each share of Common Stock held of record on all matters on
which stockholders generally are entitled to vote. Subject to the
provisions of law and the rights of the holders of any class or series
of stock having a preference as to dividends over the Common Stock
then outstanding, dividends may be paid on the Common Stock at such
times and in such amounts as the Board of Directors shall determine.
Upon the dissolution, liquidation or winding up of the Corporation,
after any preferential amounts to be distributed to the holders of any
class or series of stock having a preference over the Common Stock
then outstanding have been paid or declared and set apart for payment,
the holders of the Common Stock shall be entitled to receive all the
remaining assets of the
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Corporation available for distribution to its stockholders ratably in
proportion to the number of shares held by them, respectively."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the foregoing amendment to the Corporation's Certificate of
Incorporation was submitted to the stockholders of said corporation for their
approval at the 1992 annual meeting thereof.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said Toreador Royalty Corporation has caused this
certificate to be signed by Peter R. Vig, its President, and J. W. Bullion, its
Secretary, this 10th day of August, 1992.
TOREADOR ROYALTY CORPORATION
By: /s/ PETER R. VIG
-----------------------
Peter R. Vig, President
ATTEST:
By: /s/ J. W. BULLION
------------------------
J. W. Bullion, Secretary