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EXHIBIT 3.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
CHEVRON CORPORATION
CHEVRON CORPORATION, a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:
1. The Corporation was originally incorporated under the name Standard
Oil Company of California. The date of filing its original Certificate of
Incorporation with the Secretary of State was January 27, 1926.
2. This Restated Certificate of Incorporation of Chevron Corporation
was duly adopted by the Board of Directors of the Corporation in accordance with
the provisions of section 245 of the General Corporation Law of the State of
Delaware. This Restated Certificate of Incorporation of Chevron Corporation only
restates and integrates and does not further amend the provisions of the
Corporation's Restated Certificate of Incorporation, as filed August 2, 1994 and
heretofore amended or supplemented, and there is no discrepancy between those
provisions and the provisions of this Restated Certificate of Incorporation.
3. The text of the Restated Certificate of Incorporation as heretofore
amended or supplemented is hereby restated to read as herein set forth in full:
ARTICLE I
The name of the corporation is CHEVRON CORPORATION.
ARTICLE II
The corporation's registered office is located at 1013 Centre Road, in
the City of Wilmington, County of New Castle. The name of the corporation's
registered agent at such 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 corporations may be organized under the General Corporation
Law of Delaware.
ARTICLE IV
1. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is one billion one hundred million
(1,100,000,000), of which one hundred million (100,000,000) shares shall be
Preferred Stock of the par value of one dollar
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($1.00) per share, and one billion (1,000,000,000) shares shall be Common Stock
of the par value of one dollar and fifty cents ($1.50) per share.
The number of authorized shares of Common Stock and Preferred Stock may
be increased or decreased (but not below the number of shares thereof
outstanding) if the increase or decrease is approved by the holders of a
majority of the shares of Common Stock, without the vote of the holders of the
shares of Preferred Stock or any series thereof, unless any such Preferred Stock
holders are entitled to vote thereon pursuant to the provisions established by
the Board of Directors in the resolution or resolutions providing for the issue
of such Preferred Stock, and if such holders of such Preferred Stock are so
entitled to vote thereon, then, except as may otherwise be set forth in this
Restated Certificate of Incorporation, the only stockholder approval required
shall be that of a majority of the combined voting power of the Common and
Preferred Stock so entitled to vote.
2. The Board of Directors is expressly authorized to provide for the
issue, in one or more series, of all or any shares of the Preferred Stock and,
in the resolution or resolutions providing for such issue, to establish for each
such series
(a) the number of its shares, which may thereafter (unless
forbidden in the resolution or resolutions providing for such issue) be
increased or decreased (but not below the number of shares of the
series then outstanding) pursuant to a subsequent resolution of the
Board of Directors,
(b) the voting powers, full or limited, of the shares of such
series, or that such shares shall have no voting powers, and
(c) the designations, preferences and relative, participating,
optional or other special rights of the shares of such series, and the
qualifications, limitations or restrictions thereof.
3. In furtherance of the foregoing authority and not in limitation of
it, the Board of Directors is expressly authorized, in the resolution or
resolutions providing for the issue of a series of Preferred Stock,
(a) to subject the shares of such series, without the consent
of the holders of such shares, to being converted into or exchanged for
shares of another class or classes of stock of the Corporation, or to
being redeemed for cash, property or rights, including securities, all
on such conditions and on such terms as may be stated in such
resolution or resolutions, and
(b) to make any of the voting powers, designations,
preferences, rights and qualifications, limitations or restrictions of
the shares of the series dependent upon facts ascertainable outside
this Restated Certificate of Incorporation.
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4. Whenever the Board of Directors shall have adopted a resolution or
resolutions to provide for
(a) the issue of a series of Preferred Stock,
(b) a change in the number of authorized shares of a series of
Preferred Stock, or
(c) the elimination from this Restated Certificate of
Incorporation of all references to a previously authorized series of
Preferred Stock by stating that none of the authorized shares of a
series of Preferred Stock are outstanding and that none will be issued,
the officers of the Corporation shall cause a certificate, setting forth a copy
of such resolution or resolutions and, if applicable, the number of shares of
stock of such series, to be executed, acknowledged, filed and recorded, in order
that the certificate may become effective in accordance with the provisions of
the General Corporation Law of the State of Delaware, as from time to time
amended. When any such certificate becomes effective, it shall have the effect
of amending this Restated Certificate of Incorporation, and wherever such term
is used in these Articles, it shall be deemed to include the effect of the
provisions of any such certificate.
5. As used in this Article IV, the term "Board of Directors" shall
include, to the extent permitted by the General Corporation Law of the State of
Delaware, any duly authorized committee of the Board of Directors.
6. Holders of shares of Common Stock shall be entitled to receive such
dividends or distributions as are lawfully declared on the Common Stock; to have
notice of any authorized meeting of stockholders; to one vote for each share of
Common Stock on all matters which are properly submitted to a vote of such
stockholders; and, upon dissolution of the Corporation, to share ratably in the
assets thereof that may be available for distribution after satisfaction of
creditors and of the preferences, if any, of any shares of Preferred Stock.
7. The Series A Participating Preferred Stock of the Corporation shall
consist of the following:
(a) Designation and Amount. The shares of the series of
Preferred Stock shall be designated as "Series A Participating
Preferred Stock," $1.00 par value per share, and the number of shares
constituting such series shall be five million. Such number of shares
may be increased or decreased by resolution of the Board of Directors;
provided, that no decrease shall reduce the number of shares of Series
A Participating Preferred Stock to a number less than that of the
shares then outstanding plus the number of shares issuable upon
exercise of outstanding rights, options or warrants or upon conversion
of outstanding securities issued by the Corporation.
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(b) Dividends and Distributions.
(i) Subject to the prior and superior rights of the
holders of any shares of any series of Preferred Stock ranking
prior and superior to the shares of Series A Participating
Preferred Stock with respect to dividends or distributions
(except as provided in paragraph (f) below), the holders of
shares of Series A Participating Preferred Stock, in
preference to the holders of shares of Common Stock, par value
$1.50 per share (the "Common Stock"), of the Corporation and
any other junior stock, shall be entitled to receive, when, as
and if declared by the Board of Directors out of funds legally
available for the purpose, in an amount per share (rounded to
the nearest cent) equal to the greater of (x) $25.00 or (y)
subject to the provision for adjustment hereinafter set forth,
1,000 times the aggregate per share amount of all cash
dividends, and 1,000 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other
distributions (except as provided in paragraph (f) below)
other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock,
since the first issuance of any share or fraction of a share
of Series A Participating Preferred Stock. In the event the
Corporation shall at any time after the first issuance of any
share or fraction of a share of Series A Participating
Preferred Stock (A) declare any dividend on Common Stock
payable in shares of Common Stock, (B) subdivide the
outstanding Common Stock, or (C) combine the outstanding
Common Stock into a smaller number of shares, by
reclassification or otherwise, then in each such case the
amount to which holders of shares of Series A Participating
Preferred Stock were entitled immediately prior to such event
under the preceding sentence shall be adjusted by multiplying
such amount by a fraction the numerator of which is the number
of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such
event.
(ii) Other than with respect to a dividend on the
Common Stock payable in shares of Common Stock, the
Corporation shall declare a dividend or distribution on the
Series A Participating Preferred Stock as provided in
subparagraph (i) above at the same time as it declares a
dividend or distribution on the Common Stock. The date or
dates set for the payment of such dividend or distribution on
the Series A Participating Preferred Stock and the record date
or dates for the determination of entitlement to such dividend
or distribution shall be the same date or dates as are set for
the dividend or distribution on the Common Stock. On any such
payment date, no dividend or distribution shall be paid on the
Common Stock until the
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appropriate payment has been made on the Series A
Participating Preferred Stock.
(iii) Other than as set forth in this Section 2(b),
no dividend or other distribution shall be paid on the Series
A Participating Preferred Stock.
(c) Voting Rights. The holders of shares of Series A
Participating Preferred Stock shall have the following voting rights:
(i) Subject to the provision for adjustment
hereinafter set forth, each share of Series A Participating
Preferred Stock shall entitle the holder thereof to 1,000
votes on all matters submitted to a vote of the stockholders
of the Corporation. In the event the Corporation shall at any
time after the first issuance of any share or fraction of a
share of Series A Participating Preferred Stock (A) declare
any dividend on Common Stock payable in shares of Common
Stock, (B) subdivide the outstanding Common Stock into a
greater number of shares, or (C) combine the outstanding
Common Stock into a smaller number of shares, by
reclassification or otherwise, then in each such case the
number of votes per share to which holders of shares of Series
A Participating Preferred Stock were entitled immediately
prior to such event shall be adjusted by multiplying such
number by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of
Common Stock outstanding immediately prior to such event.
(ii) Except as otherwise provided herein or by law,
the holders of shares of Series A Participating Preferred
Stock and the holders of shares of Common Stock shall vote
together as one class on all matters submitted to a vote of
stockholders of the Corporation.
(iii)(A) If at any time dividends on any
Series A Participating Preferred Stock shall be in
arrears in an amount equal to six (6) quarterly
dividends thereon, the occurrence of such contingency
shall mark the beginning of a period (herein called a
"default period") which shall extend until such time
when all accrued and unpaid dividends for all
previous quarterly dividend periods and for the
current quarterly dividend period on all shares of
Series A Participating Preferred Stock then
outstanding shall have been declared and paid or set
apart for payment. During each default period, all
holders of Preferred Stock (including holders of the
Series A Participating Preferred Stock) with
dividends in arrears in an amount equal to six (6)
quarterly dividends thereon, voting as a
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class, irrespective of series, shall have the right
to elect two (2) Directors.
(B) During any default period, such voting
right of the holders of Series A Participating
Preferred Stock may be exercised initially at a
special meeting called pursuant to subparagraph (C)
of this Section 7(c)(iii) or at any annual meeting of
stockholders, and thereafter at annual meetings of
stockholders, provided that neither such voting right
nor the right of the holders of any other series of
Preferred Stock, if any, to increase, in certain
cases, the authorized number of Directors shall be
exercised unless the holders of ten percent (10%) in
number of shares of Preferred Stock outstanding shall
be present in person or by proxy. The absence of a
quorum of the holders of Common Stock shall not
affect the exercise by the holders of Preferred Stock
of such voting right. At any meeting at which the
holders of Preferred Stock shall exercise such voting
right initially during an existing default period,
they shall have the right, voting as a class, to
elect Directors to fill such vacancies, if any, in
the Board of Directors as may then exist up to two
(2) Directors, or if such right is exercised at an
annual meeting, to elect two (2) Directors. If the
number which may be so elected at any special meeting
does not amount to the required number, the holders
of the Preferred Stock shall have the right to make
such increase in the number of Directors as shall be
necessary to permit the election by them of the
required number. After the holders of the Preferred
Stock shall have exercised their right to elect
Directors in any default period and during the
continuance of such period, the number of Directors
shall not be increased or decreased except by vote of
the holders of Preferred Stock as herein provided or
pursuant to the rights of any equity securities
ranking senior to or pari passu with the Series A
Participating Preferred Stock.
(C) Unless the holders of Preferred Stock
shall, during an existing default period, have
previously exercised their right to elect Directors,
the Board of Directors may order, or any stockholder
or stockholders owning in the aggregate not less than
ten percent (10%) of the total number of shares of
Preferred Stock outstanding, irrespective of series,
may request, the calling of a special meeting of the
holders of Preferred Stock, which meeting shall
thereupon be called by the Chairman of the Board, a
Vice Chairman of the Board or the Secretary of the
Corporation. Notice of such meeting and of any annual
meeting at which holders of Preferred Stock are
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entitled to vote pursuant to this subparagraph
(c)(iii)(C) shall be given to each holder of record
of Preferred Stock by mailing a copy of such notice
to him at his last address as the same appears on the
books of the Corporation. Such meeting shall be
called for a time not earlier than 10 days and not
later than 60 days after such order or request or in
default of the calling of such meeting within 60 days
after such order or request, such meeting may be
called on similar notice by any stockholder or
stockholders owning in the aggregate not less than
ten percent (10%) of the total number of shares of
Preferred Stock outstanding. Notwithstanding the
provisions of this subparagraph (c)(iii)(C), no such
special meeting shall be called during the period
within 60 days immediately preceding the date fixed
for the next annual meeting of the stockholders.
(D) In any default period, the holders of
Common Stock, and other classes of stock of the
Corporation, if applicable, shall continue to be
entitled to elect the whole number of Directors until
the holders of Preferred Stock shall have exercised
their right to elect two (2) Directors voting as a
class, after the exercise of which right (x) the
Directors so elected by the holders of Preferred
Stock shall continue in office until their successors
shall have been elected by such holders or until the
expiration of the default period, and (y) any vacancy
in the Board of Directors may (except as provided in
subparagraph (c)(iii)(B) of this Section 7) be filled
by vote of a majority of the remaining Directors
theretofore elected by the holders of the class of
stock which elected the Director whose office shall
have become vacant. References in this paragraph
(iii) to Directors elected by the holders of a
particular class of stock shall include Directors
elected by such Directors to fill vacancies as
provided in clause (y) of the foregoing sentence.
(E) Immediately upon the expiration of a
default period (x) the right of the holders of
Preferred Stock as a class to elect Directors shall
cease, (y) the term of any Directors elected by the
holders of Preferred Stock as a class shall
terminate, and (z) the number of Directors shall be
such number as may be provided for in, or pursuant
to, this Restated Certificate of Incorporation or
By-Laws irrespective of any increase made pursuant to
the provisions of subparagraph (c)(iii)(B) of this
Section 7 (such number being subject, however, to
change thereafter in any manner provided by law or in
this Restated Certificate of Incorporation or
By-Laws). Any vacancies in the Board of Directors
effected by the provisions of clauses (y) and
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(z) in the preceding sentence may be filled by a
majority of the remaining Directors, even though less
than a quorum.
(iv) Following the establishment of a Fairness
Committee of the Board of Directors, pursuant to the
provisions of Article VII of this Restated Certificate of
Incorporation of the Corporation as in effect on the date
hereof, no action requiring the approval of the holders of
Common Stock pursuant to such provisions may be effected
without the approval of the holders of a majority of the
voting power of the aggregate outstanding shares of the Series
A Participating Preferred Stock and the Common Stock.
(v) Except as set forth herein, holders of Series A
Participating Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the
extent they are entitled to vote on matters submitted to the
stockholders of the Corporation as set forth herein) for
taking any corporate action.
(d) Certain Restrictions.
(i) Whenever quarterly dividends or other dividends
or distributions payable on the Series A Participating
Preferred Stock as provided in Subsection (b) are in arrears,
thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A
Participating Preferred Stock outstanding shall have been paid
in full, the Corporation shall not:
(A) declare or pay dividends on, make any
other distributions on, or redeem or purchase or
otherwise acquire for consideration any shares of
stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series
A Participating Preferred Stock;
(B) declare or pay dividends on or make any
other distributions on any shares of stock ranking on
a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A
Participating Preferred Stock except dividends paid
ratably on the Series A Participating Preferred Stock
and all such parity stock on which dividends are
payable or in arrears in proportion to the total
amounts to which the holders of all such shares are
then entitled;
(C) redeem or purchase or otherwise acquire
for consideration shares of any stock ranking on a
parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A
Participating Preferred Stock provided that the
Corporation may at any time redeem, purchase or
otherwise acquire shares of any such parity stock in
exchange for shares of any stock of the Corporation
ranking junior
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(either as to dividends or upon dissolution,
liquidation or winding up) to the Series A
Participating Preferred Stock; or
(D) purchase or otherwise acquire for
consideration any shares of Series A Participating
Preferred Stock or any shares of stock ranking on a
parity with the Series A Participating Preferred
Stock except in accordance with a purchase offer made
in writing or by publication (as determined by the
Board of Directors) to all holders of such shares
upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates
and other relative rights and preferences of the
respective series and classes, shall determine in
good faith will result in fair and equitable
treatment among the respective series or classes.
(ii) The Corporation shall not permit any subsidiary
of the Corporation to purchase or otherwise acquire for
consideration any shares of stock of the Corporation unless
the Corporation could, under subparagraph (i) of this
Subsection (d), purchase or otherwise acquire such shares at
such time and in such manner.
(e) Reacquired Shares. Any shares of Series A Participating
Preferred Stock purchased or otherwise acquired by the Corporation in
any manner whatsoever shall be retired and canceled promptly after the
acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock and may be
reissued as part of a new series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors, subject to the
conditions and restrictions on issuance set forth herein.
(f) Liquidation, Dissolution or Winding Up.
(i) Upon any liquidation (voluntary or otherwise),
dissolution or winding up of the Corporation, no distribution
shall be made to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Participating Preferred Stock
unless, prior thereto, the holders of shares of Series A
Participating Preferred Stock shall have received per share,
the greater of $1,000 or 1,000 times the payment made per
share of Common Stock, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment (the "Series A
Liquidation Preference"). Following the payment of the full
amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series
A Participating Preferred Stock unless, prior thereto, the
holders of shares of Common Stock shall have received an
amount per share (the "Common Adjustment") equal to the
quotient obtained by dividing (A) the Series A Liquidation
Preference by (B) 1,000 (as appropriately adjusted as set
forth in subparagraph (iii) below to reflect such events as
stock splits, stock dividends
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and recapitalization with respect to the Common Stock) (such
number in clause (B), the "Adjustment Number"). Following the
payment of the full amount of the Series A Liquidation
Preference and the Common Adjustment in respect of all
outstanding shares of Series A Participating Preferred Stock
and Common Stock, respectively, holders of Series A
Participating Preferred Stock and holders of shares of Common
Stock shall receive their ratable and proportionate share of
the remaining assets to be distributed in the ratio of the
Adjustment Number to 1 with respect to such Preferred Stock
and Common Stock, on a per share basis, respectively.
(ii) In the event there are not sufficient assets
available to permit payment in full of the Series A
Liquidation Preference and the liquidation preferences of all
other series of Preferred Stock, if any, which rank on a
parity with the Series A Participating Preferred Stock then
such remaining assets shall be distributed ratably to the
holders of such parity shares in proportion to their
respective liquidation preferences. In the event there are not
sufficient assets available to permit payment in full of the
Common Adjustment, then such remaining assets shall be
distributed ratably to the holders of Common Stock.
(iii) In the event the Corporation shall at any time
after the first issuance of any share or fraction of a share
of Series A Participating Preferred Stock (A) declare any
dividend on Common Stock payable in shares of Common Stock,
(B) subdivide the outstanding Common Stock, or (C) combine the
outstanding Common Stock into a smaller number of shares, by
reclassification or otherwise, then in each such case the
Adjustment Number in effect immediately prior to such event
shall be adjusted by multiplying such Adjustment Number by a
fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.
(g) Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction
in which the shares of Common Stock are exchanged for or changed into
other stock or securities, cash and/or any other property, then in any
such case the shares of Series A Participating Preferred Stock shall at
the same time be similarly exchanged or changed in an amount per share
(subject to the provision for adjustment hereinafter set forth) equal
to 1,000 times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into which or
for which each share of Common Stock is changed or exchanged. In the
event the Corporation shall at any time after the first issuance of any
share or fraction of a share of Series A Participating Preferred Stock
(i) declare any dividend on Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine
the outstanding Common Stock into a smaller number of shares, then in
each such case the amount set forth in the preceding sentence with
respect to the
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exchange or change of shares of Series A Participating Preferred Stock
shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number
of shares of Common Stock that are outstanding immediately prior to
such event.
(h) Redemption. The shares of Series A Participating Preferred
Stock shall not be redeemable.
(i) Ranking. The Series A Participating Preferred Stock shall
rank junior to all other series of the Corporation's Preferred Stock as
to the payment of dividends and the distribution of assets, unless the
terms of any such series shall provide otherwise.
(j) Amendment. This Restated Certificate of Incorporation and
the By-Laws of the Corporation shall not be amended in any manner which
would materially alter or change the powers, preferences or special
rights of the Series A Participating Preferred Stock so as to affect
them adversely without the affirmative vote of the holders of a
majority of the outstanding shares of Series A Participating Preferred
Stock voting separately as a class.
(k) Fractional Shares. Series A Participating Preferred Stock
may be issued in fractions of a share which shall entitle the holder,
in proportion to such holder's fractional shares, to exercise voting
rights, receive dividends, participate in distributions and have the
benefit of all other rights of holders of Series A Participating
Preferred Stock.
ARTICLE V
The corporation shall be entitled to treat the person in whose name any
share 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, save as expressly provided by the laws of the United States of
America or of the State of Delaware.
ARTICLE VI
The Board of Directors is expressly authorized to make and alter the
By-Laws of the corporation, without any action on the part of the stockholders;
but the By-Laws made by the Directors and the powers so conferred may be altered
or repealed by the Directors or stockholders.
ARTICLE VII
1. A Fairness Committee of the Board of Directors of the Corporation is
hereby established during any period of the existence of a 10% Stockholder. The
Fairness
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Committee shall have such powers and duties as may be set forth in this
Certificate of Incorporation, and such additional powers and duties as may be
established and set forth in the By-Laws of the Corporation or a resolution of
the Board of Directors of the Corporation. Each Director of the Corporation who
is not a 10% Stockholder and has served continuously since before any current
establishment of the Fairness Committee, shall be a member of such committee; no
other Director shall be a member of the committee unless chosen unanimously by
the other members. The Fairness Committee shall act by a majority of its
members, and shall establish such other rules of procedure as it sees fit to
govern its actions; provided, however, that it shall have no power to take any
action unless there are at least three members in agreement on such action. The
Corporation shall pay all the reasonable expenses of the Fairness Committee,
including the fees and expenses of persons (including former members of the
committee) hired to assist the committee or its members in their tasks, and
expenses incurred by the members of the committee in the course of attending its
meetings or otherwise carrying out its functions.
2. It shall be the duty of the Fairness Committee to make a separate
determination as to the fairness to the Corporation and all of its stockholders
of transactions that are not in the ordinary course of the business of the
Corporation. Such extraordinary transactions shall include:
(a) any liquidation or dissolution of the Corporation, or its
merger or consolidation with or into any other corporation;
(b) any one or any series of sales, leases, exchanges,
pledges, transfers or other dispositions of any substantial portion of
the assets of the Corporation and its consolidated subsidiaries, taken
as a whole;
(c) any substantial increase in the total debt of the
Corporation and its consolidated subsidiaries, taken as a whole;
(d) any purchase or other acquisition of securities or other
assets or liabilities from, or any loan of money or other assets to, or
any guarantee of indebtedness or other obligations of, any 10%
Stockholder; and
(e) any issuance, redemption, reclassification or other
exchange or transfer (except the recordation of transfer) of securities
of the Corporation or any of its subsidiaries, which, directly or
indirectly, increases any 10% Stockholder's relative voting power or
other beneficial interest in the Corporation or any of its
subsidiaries.
If the Fairness Committee does not determine it to be in the best interests of
the Corporation and its stockholders for an extraordinary transaction to proceed
without special ratification by the stockholders, then such ratification shall
be a condition to any corporate act that would effect or facilitate such
transaction. Such ratification shall require not less than the affirmative vote
of either
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(a) two-thirds of the outstanding shares of the Common Stock
of the Corporation, or
(b) a majority of the outstanding shares of the Common Stock
of the Corporation, and a majority of the outstanding shares of the
Common Stock of the Corporation excluding any shares of which any 10%
Stockholder is a beneficial owner.
Any determination by the Fairness Committee or ratification by the stockholders
of the Corporation pursuant to the provisions of this paragraph 2 shall not
affect any other requirements that applicable law, this Certificate of
Incorporation, or the By-Laws of the Corporation may establish as conditions to
particular corporate acts.
3. For purposes of this Article VII:
(a) "10% Stockholder" shall mean any person who is a
beneficial owner of securities of the Corporation aggregating at least
ten percent of the voting power of the outstanding securities of the
Corporation entitled to vote on the election of Directors.
(b) A person shall be deemed to be a "beneficial owner" of
securities if the right, pursuant to an agreement or otherwise, to
(i) vote such securities,
(ii) receive dividends or interest declared thereon,
(iii) dispose or receive money or other property upon
the sale or surrender thereof, whether at maturity or
otherwise, or
(iv) acquire the beneficial ownership thereof,
whether immediately, at the expiration of a term, or upon
satisfaction of any condition,
is held or shared by
(i) such person,
(ii) anyone related to such person, or
(iii) anyone else with whom such person or any such
related person has any agreement, arrangement or understanding
(except to act solely as a holder of record, or as a broker
for purchasing or selling securities) for the purpose of
acquiring, holding, voting or disposing of securities of the
Corporation.
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Without limiting the generality of the foregoing, a person is also a
"beneficial owner" of securities if such securities are listed or
described in the text of, or a note to, any report on a Schedule 13-D
or a Form 3 or 4 or any successor form or schedule which such person
has on file with the Securities and Exchange Commission or a successor
agency; and, notwithstanding any of the foregoing,
(i) a trustee under a qualified profit-sharing plan
established by the Corporation is not a beneficial owner of
securities in the trust if the trustee is not permitted to
vote such securities other than in accordance with the
direction of the beneficiaries of the trust, and
(ii) the holder of a revocable proxy to vote
securities of the Corporation at a meeting of stockholders or
with respect to a proposed action by written consent shall not
be deemed a beneficial owner of such securities if such
revocable proxy was solicited on the basis of information
presented in a proxy statement conforming to the requirements
of the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder, and such proxy holder
possesses no other incident of beneficial ownership with
respect to such securities.
(c) One is "related to" a person and is a "related person" to
such person if one is
(i) the spouse of such person,
(ii) a relative of such person or such spouse sharing
the home of such person,
(iii) a corporation, trust, estate, partnership,
joint venture or other organization in which such person,
spouse or relative is a director, officer, trustee, executor,
partner, joint venturer or other executive or manager, or in
which such person, spouse or relative has a substantial
beneficial interest, or
(iv) a person who, directly or indirectly, through
one or more intermediaries, controls, is controlled by, or is
under common control with, any of the foregoing.
4. The Fairness Committee shall have the power to interpret and to
determine the satisfaction of all the terms, provisions and requirements of this
Article VII. If the Fairness Committee shall be unable to act, a majority of all
present and former members of the Fairness Committee shall have the power to
determine who is a 10% Stockholder, what transactions are extraordinary, and
what percentage of the outstanding shares of the Common Stock of the Corporation
that are not held by any 10% Stockholder have voted to ratify any extraordinary
transaction.
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5. Nothing contained in this Article VII shall relieve any person from
any fiduciary obligation otherwise imposed by law, or impose any fiduciary
obligation not otherwise imposed by law on the Board of Directors of the
Corporation or any committee or member thereof to approve any action or
recommend its adoption or approval by the stockholders of the Corporation.
6. Any proposal to amend or repeal any provision of this Article VII or
any other proposal to amend this Certificate of Incorporation that is
inconsistent with any provision set forth in this Article VII shall require not
less than the affirmative vote of two-thirds of the outstanding shares of the
Common Stock of the Corporation.
ARTICLE VIII
1. Not less than thirty days' prior notice of any meeting of
stockholders and of any business to be conducted at such meeting, together with
a proxy statement which
(a) complies as to form and content with the requirements
which have been established for proxy statements pursuant to the
Securities Exchange Act of 1934, as amended, and
(b) describes any action of stockholders to be taken at such
meeting and the recommendations of the several Directors with respect
thereto,
shall be given in writing by the Corporation to each stockholder entitled to
vote at such meeting, and no business shall be conducted at such meeting except
that which has been set forth in the notice of such meeting.
2. Any action which may be taken by stockholders of the Corporation at
an annual or special meeting and which requires the approval of at least a
majority of
(a) the voting power of the securities of the Corporation
present at such meeting and entitled to vote on such action, or
(b) the shares of the Common Stock of the Corporation present
at such meeting,
may not be effected except at such an annual or special meeting by the vote
required for the taking of such action.
3. Any of the provisions of paragraph 1 or 2 of this Article VIII may
be waived by the Fairness Committee, if one has been established by the
provisions of Article VII of this Certificate of Incorporation, or, if no such
Fairness Committee shall have been established, then by the Board of Directors
of the Corporation.
4. Any proposal to amend or repeal any provision of this Article VIII
or any other proposal to amend this Certificate of Incorporation that is
inconsistent with any
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provision set forth in this Article VIII shall require not less than the
affirmative vote of two-thirds of the outstanding shares of the Common Stock of
the Corporation.
ARTICLE IX
1. A director of the corporation shall not be liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its stockholders; (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (c) pursuant to section 174 of the Corporation Law; or (d) for any
transaction from which the director derived an improper personal benefit.
2. To the fullest extent authorized by the Corporation Law, the
corporation shall indemnify any Corporate Servant who was or is a party or is
threatened to be made a party to any Proceeding by reason of the fact that such
person was or is a Corporate Servant.
3. In serving or continuing to serve the corporation, a Corporate
Servant is entitled to rely and shall be presumed to have relied on the rights
granted pursuant to the foregoing provisions of this Article IX, which shall be
enforceable as contract rights and inure to the benefit of the heirs, executors
and administrators of the Corporate Servant; and no repeal or modification of
the foregoing provisions of this Article IX shall adversely affect any right
existing at the time of such repeal or modification.
4. The Board of Directors is authorized, to the extent permitted by the
Corporation Law, to cause the corporation to pay expenses incurred by Corporate
Servants in defending Proceedings and to purchase and maintain insurance on
their behalf whether or not the corporation would have the power to indemnify
them under the provisions of this Article IX or otherwise.
5. Any right or privilege conferred by or pursuant to the provisions of
this Article IX shall not be exclusive of any other rights to which any
Corporate Servant may otherwise be entitled.
6. As used in this Article IX:
(a) "Corporate Servant" means any natural person who 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,
manager, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other organization or enterprise,
nonprofit or otherwise, including an employee benefit plan;
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(b) "Corporation Law" means the General Corporation Law of the
State of Delaware, as from time to time amended;
(c) "indemnify" means to hold harmless against expenses
(including attorneys' fees), judgments, fines (including excise taxes
assessed with respect to an employee benefit plan) and amounts paid in
settlement actually and reasonably incurred by the Corporate Servant in
connection with a Proceeding;
(d) "Proceeding" means any threatened, pending or completed
action, suit or proceeding, whether civil, criminal or administrative;
and
(e) "request of the corporation" includes any written
authorization by an officer of the Corporation.
IN WITNESS WHEREOF, said Chevron Corporation has caused this
certificate to be signed by Kenneth T. Derr, its Chairman of the Board, and
attested by Lydia I. Beebe, its Secretary, as of this 23rd day of November,
1998.
CHEVRON CORPORATION
By /s/ Kenneth T. Derr
--------------------------------
Kenneth T. Derr
Chairman of the Board
ATTEST:
By /s/ Lydia I. Beebe
--------------------------------
Lydia I. Beebe
Secretary