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RESTATED CERTIFICATE OF INCORPORATION
OF
OCCIDENTAL PETROLEUM CORPORATION
Occidental Petroleum Corporation (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware (the DGCL"), does hereby certify:
1. The name of the Corporation is Occidental Petroleum Corporation, which
is the name under which the Corporation was originally incorporated.
2. The original Certificate of Incorporation was filed in the Office of
the Secretary of State of the State of Delaware on April 9, 1986. A Restated
Certificate of Incorporation was filed in the Office of the Secretary of State
of the State of Delaware on May 20, 1986.
3. This Restated Certificate of Incorporation was duly adopted by the
Board of Directors of the Corporation without a vote of the stockholders in
accordance with Section 245 of the DGCL.
4. This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Corporation's
Certificate of Incorporation, as heretofore amended and supplemented, and there
is no discrepancy between the provisions of the Certificate of Incorporation, as
heretofore amended and supplemented, and the provisions of this Restated
Certificate of Incorporation.
5. The text of the Certificate of Incorporation of the Corporation is
restated to read in its entirety as follows:
ARTICLE I
The name of the Corporation is OCCIDENTAL PETROLEUM CORPORATION.
ARTICLE II
The address of the registered office of the Corporation in the State of
Delaware is The Prentice-Hall Corporation System, Inc., 1013 Centre Road,
Wilmington, Delaware 19805, in the City of Wilmington, County of New Castle. The
name of the registered agent at that address is The Prentice-Hall Corporation
System, Inc.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
the State of Delaware as set forth in Title 8 of the Delaware Code.
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ARTICLE IV
The Corporation is authorized to issue two classes of capital stock,
designated Common Stock and Preferred Stock. The amount of total authorized
capital stock of the Corporation is 550,000,000 shares, divided into 500,000,000
shares of Common Stock, par value $.20 per share, and 50,000,000 shares of
Preferred Stock, par value $1.00 per share.
The Preferred Stock may be issued in one or more series. The Board of
Directors is hereby authorized to issue the shares of Preferred Stock in such
series and to fix from time to time before issuance the number of shares to be
included in any series and the designation, relative powers, preferences and
rights and qualifications, limitations or restrictions of all shares of such
series. The authority of the Board of Directors with respect to each series
shall include, without limiting the generality of the foregoing, the
determination of any or all of the following:
(a) the number of shares of any series and the designation to
distinguish the shares of such series from the shares of all other series;
(b) the voting powers, if any, and whether such voting powers are
full or limited, in any such series;
(c) the redemption provisions, if any, applicable to such series,
including the redemption price or prices to be paid;
(d) whether dividends, if any, shall be cumulative or noncumulative,
the dividend rate, or method of determining the dividend rate, of such
series, and the dates and preferences of dividends on such series;
(e) the rights of such series upon the voluntary or involuntary
dissolution of, or upon any distribution of the assets of, the Corporation;
(f) the provisions, if any, pursuant to which the shares of such
series are convertible into, or exchangeable for, shares of any other class
or classes or of any other series of the same or any other class or classes
of stock, or any other security, of the Corporation or any other
corporation, and the price or prices or the rates of exchange applicable
thereto;
(g) the right, if any, to subscribe for or to purchase any securities
of the Corporation or any other corporation;
(h) the provisions, if any, of a sinking fund applicable to such
series; and
(i) any other relative, participating, optional or other special
powers, preferences, rights, qualifications, limitations or restrictions
thereof;
all as shall be determined from time to time by the Board of Directors and shall
be stated in a resolution or resolutions providing for the issuance of such
Preferred Stock (a "Preferred Stock Designation").
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The number of authorized shares of Preferred Stock may be increased or
decreased (but not below the number of shares then outstanding) by the
affirmative vote of the holders of a majority of the stock of the Corporation
entitled to vote, with all such holders voting as a single class.
Each holder of Common Stock of the Corporation entitled to vote shall have
one vote for each share thereof held.
Except as may be provided by the Board of Directors in a Preferred Stock
Designation or by law, the Common Stock shall have the exclusive right to vote
for the election of directors and for all other purposes, and holders of
Preferred Stock shall not be entitled to receive notice of any meeting of
stockholders at which they are not entitled to vote or consent.
The Corporation shall be entitled to treat the person in whose name any
share of its stock is registered as the owner thereof, for all purposes, and
shall not be bound to recognize any equitable or other claim to, or interest in,
such share on the part of any other person, whether or not the Corporation shall
have notice thereof, except as expressly provided by applicable law.
ARTICLE V
A. Subject to any rights granted in a Preferred Stock Designation to any
series of Preferred Stock, any action required or permitted to be taken by the
stockholders of the Corporation must be effected at an annual or special meeting
of stockholders of the Corporation and may not be effected by any consent in
writing of such stockholders.
B. No vote at any meeting of stockholders need be by written ballot unless
the Board of Directors, in its discretion, or the officer of the Corporation
presiding at the meeting, in his discretion, specifically directs the use of a
written ballot.
C. Special meetings of the stockholders of the Corporation for any purpose
or purposes may be called at any time by the Board of Directors or the Chairman
of the Board of Directors. Special meetings of stockholders of the Corporation
may not be called by any other person or persons.
ARTICLE VI
A. The business and affairs of the Corporation shall be managed by or
under the direction of a Board of Directors. The number of directors which shall
constitute the whole Board of Directors shall be fixed by, or in such manner as
may be provided in, the By-laws of the Corporation. All directors shall be of
one class and serve for a term ending at the annual meeting following the annual
meeting at which the director was elected. In no case will a decrease in the
number of directors shorten the term of any incumbent director. Each director
shall hold office after the annual meeting at which his term is scheduled to end
until his successor shall be elected and shall qualify, subject, however, to
prior death, resignation, disqualification or removal from office. Any newly
created directorship resulting from an increase in the number of directors or
any other vacancy on the Board of Directors may be filled
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by a majority of the Board of Directors then in office, even if less than a
quorum, or by a sole remaining director.
Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of preferred stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of the Certificate of Incorporation applicable thereto, and such directors
so elected shall be in addition to the number of directors provided for in the
By-laws of the Corporation.
B. The directors shall have the power to adopt, amend or repeal the
By-laws of the Corporation.
C. No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law (i) for 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) pursuant to Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. No amendment to or repeal of this Section C of
Article VI shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment or repeal.
ARTICLE VII
Meetings of stockholders may be held within or without the State of
Delaware, as the By-laws of the Corporation may provide. The books of the
Corporation may be kept (subject to any provision contained in applicable law)
outside the State of Delaware at such place as may be designated from time to
time by the Board of Directors or the By-laws of the Corporation.
ARTICLE VIII
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in the 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.
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IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of
Incorporation to be signed by Donald P. de Brier, its Executive Vice President
and Secretary, and attested by Elizabeth H. Bellamy, one of its Assistant
Secretaries, this 12th day of November, 1999.
By: /s/ DONALD P. DE BRIER
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Name: Donald P. de Brier
Title: Executive Vice President and
Secretary
ATTEST:
By: /s/ ELIZABETH H. BELLAMY
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Name: Elizabeth H. Bellamy
Title: Assistant Secretary
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