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Exhibit 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BELDEN & BLAKE CORPORATION
FIRST: The name of the Corporation is Belden & Blake Corporation.
SECOND: The place in the State of Ohio where the Corporation's
principal office is to be located is the City of Green, Summit County, Ohio.
THIRD: The purpose for which the Corporation is formed is to engage in
any lawful act or activity for which corporations may be formed under Sections
1701.01 to 1701.98, inclusive, of the Ohio Revised Code. Subject to limitations
prescribed by law or expressly set forth elsewhere in these Articles, but
otherwise without limitation, the Corporation may explore and drill for,
produce, market, sell and deal in and with oil, natural gas, hydrocarbons and
derivatives thereof, purchase or otherwise acquire, lease as lessee, invest in,
hold, use, lease as lessor, encumber, sell, exchange, transfer, and dispose of
property of any description or any interest in such property, make contracts,
form or acquire the control of other corporations, be a partner, member,
associate, or participant in other enterprises or ventures, conduct its affairs
in the State of Ohio and elsewhere, borrow money, issue, sell, and pledge its
notes, bonds, and other evidences of indebtedness, secure any of its
obligations by mortgage, pledge, or deed of trust of all or any of its
property, guarantee or secure obligations of any person, and do all other
things permitted by law and exercise all authority within such purposes or
incidental thereto.
FOURTH: The authorized number of shares of the Corporation shall be
58,000,000, all of which shall be designated as Common Shares without par value.
FIFTH: When authorized by the affirmative vote of the directors,
without any action by the shareholders, the Corporation may purchase its own
shares for such prices, in such manner and upon such terms and conditions as the
directors from time to time may determine, except that no such purchase shall be
made if immediately thereafter the Corporation's assets would be less than its
liabilities plus stated capital, if any, or if the Corporation is insolvent (as
defined in Chapter 1701 of the Ohio Revised Code) or if there is reasonable
ground to believe that by such purchase it would be rendered insolvent.
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SIXTH: No holder of shares of the Corporation of any class, as such,
shall have any pre-emptive right to purchase shares of the Corporation, to
purchase securities convertible into or exchangeable for shares of the
Corporation, or to purchase rights entitling the holder to acquire shares of the
Corporation.
SEVENTH: Notwithstanding any provision of Chapter 1701 of the Ohio
Revised Code, now or hereafter in force, designating for any purpose the vote or
consent of the holders of shares entitling them to exercise in excess of a
majority of the voting power of the Corporation or of any particular class or
classes of shares of the Corporation, such action, unless otherwise expressly
required by statute, may be taken by the vote of the holders of shares
entitling them to exercise a majority of the voting power of the Corporation or
of such class or classes.
These Amended and Restated Articles of Incorporation shall supercede and take
the place of the existing Articles of Incorporation.
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798027
UNITED STATES OF AMERICA,
STATE OF OHIO
OFFICE OF THE SECRETARY OF STATE
I, BOB TAFT, Secretary of State of the State of Ohio, do hereby certify
that the foregoing is a true and correct copy, consisting of 8 pages, as taken
from the original record now in my official custody as Secretary of State.
WITNESS my hand and official seal of
Columbus, Ohio, this 27th day of
June A.D. 1997
/s/ Bob Taft
[Seal of the Secretary of State of Ohio] -----------------------
BOB TAFT
Secretary of State
By: /s/ Sara R. Vollmer
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NOTICE: This is an official certification only when reproduced in red ink
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