EXHIBIT 3.10
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
QUALITY TUBING, INC.
Pursuant to the provisions of Article 4.07 of the Texas Business
Corporation Act (the "Act"), Quality Tubing, Inc., a Texas corporation (the
"Corporation"), hereby adopts the following amended and Restated Articles of
Incorporation, which accurately copy the Articles of Incorporation of the
Corporation and all amendments thereto that are in effect to date and as further
amended by such Amended and Restated Articles of Incorporation as herein set
forth and which contain no other change in any provision thereof:
ARTICLE ONE
The Articles of Incorporation of the Corporation, together with all
amendments thereto, are hereby amended by the Amended and Restated Articles of
Incorporation as follows:
(a) Article IV is hereby amended to decrease the total number of
shares of capital stock which the Corporation shall have the authority to issue
from 216,036 shares to 70,000 shares, by decreasing the number of authorized
shares of Common Stock and by eliminating all references to the previously
authorized Preferred Stock, the outstanding shares of which have been converted
into shares of Common Stock. Article IV is also amended by renumbering Section
4.3 so that it will be Article V1, which article previously had been deleted and
not replaced. Such amendments are set forth in the Restated Articles of
Incorporation of the Corporation attached hereto as Exhibit A an incorporated
herein for all purposes.
(b) Article VII is hereby amended in its entirety to provide for the
express prohibition of cumulative voting as set forth in the Restated Articles
of Incorporation of the Corporation attached hereto as Exhibit A and
incorporated herein for all purposes.
(c) Article VIII is hereby amended in its entirety to replace the
indemnification provisions with amended indemnification provisions as set forth
in the Restated
Articles of Incorporation of the Corporation attached hereto as Exhibit A and
incorporated herein for all purposes.
(d) Article IX is hereby deleted is its entirety and is replaced by a
new Article IX which provides for the limitation of liability of directors of
the Corporation as set forth in the Restated Articles of Incorporation of the
Corporation attached hereto as Exhibit A and incorporated herein for all
purposes.
(e) The first sentence of Article XI is hereby amended in its
entirety as set forth in the Restated Articles of Incorporation of the
Corporation attached hereto as Exhibit A and incorporated herein for all
purposes.
(f) Article XII is hereby deleted and a new Article XII is added as
set forth in the Restated Articles of Incorporation of the Corporation attached
hereto as Exhibit A and incorporated herein for all purposes.
ARTICLE TWO
Each amendment made by these Amended and Restated Articles of
Incorporation has been effected in conformity with the provisions of the Act and
such Amended and Restated Articles of Incorporation and each such amendment made
hereby were duly adopted by the shareholders of the Corporation on December 19,
1995.
ARTICLE THREE
The number of shares outstanding was 46,729, and the number of shares
entitled to vote on the Amended and Restated Articles of Incorporation as so
amended was 46,729. All of the shareholders have signed a written consent to
the adoption of such Amended and Restated Articles of Incorporation as so
amended pursuant to Article 9.10 of the Act and any written notice required by
Article 9.10 of the Act has been given.
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ARTICLE FOUR
The Articles of Incorporation of the Corporation and all amendments
and supplements thereto are hereby superseded by the Restated Articles of
Incorporation of the Corporation attached hereto as Exhibit A, which accurately
copy the entire text thereof with amendments as above set forth.
EXECUTED this 19th day of December, 1995.
QUALITY TUBING, INC.
By: /s/ David L. Daniel
------------------------------------
David L. Daniel
President & Chief Executive Officer
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EXHIBIT A
RESTATED ARTICLES OF INCORPORATION
OF
QUALITY TUBING, INC.
ARTICLE I
---------
The name of the Corporation is Quality Tubing, Inc.
ARTICLE II
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The period of its duration is perpetual.
ARTICLE III
-----------
The purpose or purposes for which the Corporation is organized is the
transaction of any and all lawful business for which corporations may be
incorporated under the Texas Business Corporation Act.
ARTICLE IV
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The aggregate number of shares which the Corporation shall have
authority to issue is 70,000 shares of Common Stock, par value $1.00 per share.
ARTICLE V
---------
The Corporation will not commence business until it has received for
the issuance of its shares consideration of the value of $1,000 consisting of
money, labor done or property actually received.
ARTICLE VI
----------
No holder of any shares of any class of stock of the Corporation or
other person shall have any preemptive or preferential right to acquire (i) any
additional, unissued or treasury shares of any class of stock (whether or not
existing or hereafter authorized) of the Corporation, (ii) any obligations,
evidences of indebtedness, or other securities of the Corporation convertible
into or exchangeable for, or carrying or accompanied by any rights to receive,
purchase or
subscribe to, any such additional, unissued or treasury shares of
any class of stock (whether or not existing or hereafter authorized) of the
Corporation, (iii) any right of subscription to or to receive, or any warrant or
option for purchase of, any of the foregoing securities, or (iv) any other
securities that may be issued or sold by the Corporation other than such, if
any, as the Board of Directors of the Corporation, in its sole and absolute
discretion, may determine from time to time.
ARTICLE VII
-----------
At each election for directors of the Corporation, each shareholder
entitled to vote at such election shall have the right to vote, in person or by
proxy, only the number of shares owned by him for as many persons as there are
directors to be elected, and no shareholder shall ever have the right or be
permitted to cumulate his votes on any basis, any and all rights of cumulative
voting being hereby expressly denied.
ARTICLE VIII
------------
The Corporation shall, to the maximum extent permitted from time to
time under the Texas Business Corporation Act, indemnify and upon request shall
advance expenses to any Indemnitee (as defined below) against judgments,
penalties (including excise and similar taxes), fines, amounts paid in
settlement and reasonable expenses (including court costs and attorneys' fees)
actually incurred by the Indemnitee in connection with any Proceeding (as
defined below) in which he was, is or is threatened to be made a named defendant
or respondent, or in which he was or is a witness without being named a
defendant or respondent, by reason, in whole or in part, of his serving or
having served, or having been nominated or designated to serve, in any of the
capacities referred to below under the definition of Indemnitee. For purposes
of this paragraph, "Indemnitee" means (i) any present or former director,
advisory director or officer of the Corporation, (ii) any person who while
serving in any of the capacities referred to in clause
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(i) hereof served at the Corporation's request 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, and (iii) any
person nominated or designated by (or pursuant to authority granted by) the
Board of Directors or any committee thereof to serve in any of the capacities
referred to in clauses (i) or (ii) hereof. For purposes of this paragraph,
"Proceeding" means any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative, arbitrative, or
investigative, any appeal in such an action, suit, or proceeding, and any
inquiry or investigation that could lead to such an action, suit, or proceeding.
The indemnification provided by this Article shall not be deemed exclusive of,
or to preclude, any other rights to which those seeking indemnification may at
any time be entitled under the Corporation's bylaws, any law, agreement or vote
of shareholders or disinterested directors, or otherwise, and shall inure to the
benefit of the heirs and legal representatives of such Indemnitee. Any repeal or
modification of the foregoing provisions of this Article VIII shall not
adversely affect any right or protection of a director or officer of the
Corporation existing at the time of such repeal or modification.
ARTICLE IX
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A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for any act or omission in
his capacity as a director except to the extent otherwise expressly provided by
a statute of Texas. Any repeal or modification of this Article shall be
prospective only, and shall not adversely affect any limitation of the personal
liability of a director of the corporation existing at the time of the repeal or
modification.
ARTICLE X
---------
The address of the registered office of the Corporation is 10303
Sheldon Road, Houston, Texas 77015, and the name of its registered agent is
George C. Woods.
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ARTICLE XI
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The number of directors which shall constitute the whole board shall
be such as from time to time shall be fixed by, or in the manner provided in,
the bylaws of the Corporation. The number of directors may be increased or
decreased from time to time by amendment to the bylaws of the corporation, but
no decrease shall have the effect of shortening the term of any incumbent
director. The initial Board of Directors is two (2) and the names and addresses
of the persons who will serve until the first meeting of shareholders or until
their successors are elected and qualified are:
Jon DuBois 14506 Foxford
Houston, Texas 77015
Ralph Husted 14506 Foxford
Houston, Texas 77015
ARTICLE XII
-----------
Any action required by the Texas Business Corporation Act to be taken
at any annual or special meeting of shareholders, or any action which may be
taken at any annual or special meeting of shareholders, may be taken without a
meeting, without prior notice, and without a vote, if a consent or consents in
writing, setting forth the action so taken shall be signed by the holder or
holders of shares having not less than the minimum number of votes that would be
necessary to take such action at a meeting at which the holders of all shares
entitled to vote on the action were present and voted.
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