Exhibit (3)(1)(a) RPC's Certificate of Incorporation
CERTIFICATE OF INCORPORATION
OF
RPC ENERGY SERVICES, INC.
The undersigned, acting as incorporator of a corporation under the General
Corporation Law of Delaware, adopts the following Certificate of Incorporation
for such corporation:
FIRST. The names of this corporation is RPC Energy Services, Inc.
SECOND: Its registered office in the State of Delaware is located at
No. 100 West Tenth street, in the city of Wilmington, County of New Castle,
and the name of its registered agent at such address in charge thereof is The
Corporation Trust Company.
THIRD. The nature of the business and the objects and purposes to be
transacted, promoted and carried on are to do any or all of the things herein
mentioned as fully and to the same extent as natural persons might or could do,
and in any part of the world, viz.:
To carry on business in the United States or elsewhere as consignees,
factors, agents, commission merchants or merchants to buy, sell, manipulate and
deal in at wholesale or retail, drilling muds, chemicals, cements, and/or other
additives used by or in connection with the business of exploring, mining,
drilling for oil, gas, sulphur, liquid and gaseous hydrocarbons and other
minerals. To purchase, acquire, or dispose of, construct, lease, maintain and
operate in this state and elsewhere, factories, plants, machinery, equipment,
supplies, warehouses, trucks, tugs, barges, ships, or marsh equipment which may
be necessary, convenient or incidental to engage in the business of oil field
drilling.
To engage in the general manufacturing (or contracting) business and
especially the business of designing, building and erecting barges, boats, tugs,
ships, or vessels, marsh equipment, including but not limited to marsh buggies,
sleds, tractors, and plows; to engage in the general building business and to
obtain, buy, sell, lease or otherwise deal in patents, patent rights, equipment,
engines, and machinery of all kinds; to acquire, purchase, construct,
manufacture, fabricate, process and prepare in any fashion whatsoever all of the
above named or any other buildings, machines, machinery, equipment, in any and
all manners, methods or ways whatsoever, whether now in existence or hereafter
conceived, patented, developed or devised.
To search for, explore, mine, drill and otherwise seek oil, gas, sulphur,
liquid ad gaseous hydrocarbons and other minerals in any manner whatsoever,
either for its own account as owners, mineral owners or lessees, or for the
account of others under contracts or otherwise, and generally do all and
everything necessary, desirable or proper in connection with the exploration for
or production of oil, gas and other minerals.
To purchase, construct, devise, maintain, operate, lease, lend or borrow oil
and gas well machinery, equipment, rigs, derricks, barges, dredges, boats,
mining machinery and equipment of any nature or kinds, whether now in existence
or hereafter devised, designed or invented;
To refine, distill, or otherwise process oil, gas and all other minerals in
any fashion whatsoever, either by contract or by construction, operation and
maintenance of refineries, distilling units or other plants, factories or
methods, whether now in existence of hereafter conceived, developed, patented or
devised.
To engage in the leasing, rental, handling and servicing of pipe, equipment
and tools used by drilling contractors and oil and gas companies, and in
connection therewith, to invent, design, develop, exploit, improve, alter,
manufacture, fabricate, assemble, install, repair, service, maintain, buy, sell,
import, export, license as licensor or licensee, lease as lessor or lessee,
distribute, job, enter into, negotiate, execute, acquire, receive, obtain, hold,
grant, assign, and transfer contracts, selling rights, licensing arrangements,
options, franchises, and other rights, in respect of, and generally deal in and
with, at wholesale and retail, as agent, representative, broker, merchant,
distributor, jobber, advisor, or in any other lawful capacity, goods, wares,
merchandise, commodities, and unimproved, improved, finished, processed, and
other real, personal, and mixed property of any and all kinds, and without
limiting the generality of the foregoing, oil field, pipe line and refinery
tools, dies, instruments, machinery, appliances, devices, accessories, and
related and unrelated products and objects of all kinds, together with the
components thereof, and machines, facilities, devices, supplies and equipment
for fabricating, preparing, sharpening, repairing, altering, and producing oil
field, pipe line and refinery tools, dies, instruments, machinery, appliances,
devised, accessories, and related and unrelated products and objects of all
kinds.
To engage in and conduct the business of swabbing, to remove fluids and
solids from well bores to stimulate the natural flow of oil and to provide
related services necessary to appropriate to the general business of the
corporation.
To engage in the oil services industry generally and to work with all
materials, machinery, implements and articles necessary or appropriate thereto.
To purchase, take, own, hold, deal in, mortgage or otherwise lien and to
lease, sell, exchange, convey, transfer or in any manner whatsoever dispose of
real property, within or without the State of Delaware.
To manufacture, purchase or otherwise acquire and to hold, own, mortgage or
otherwise lien, pledge, lease, sell, assign, exchange, transfer or in any manner
dispose of, and to invest, deal and trade in and with goods, wares, merchandise
and personal property of any and every class and description, within or without
the State of Delaware.
To acquire the good will, rights and property and to undertake the whole or
any part of the assets and liabilities of any person, firm, association or
corporation; to pay for the same in cash, the stock of this company, bonds or
otherwise; to hold or in any manner to dispose of the whole or any part of the
property so purchased; to conduct in any lawful manner the whole or any part of
any business so acquired and to exercise all the powers necessary or convenient
in and about the conduct and management of such business.
To guarantee, purchase or otherwise acquire, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of shares of the capital stock, bonds or
other evidences of indebtedness created by other corporations and while the
holder of such stock to exercise all the rights and privileges of ownership,
including the right to vote thereon, to the same extent as a natural person
might or could do.
To purchase or otherwise acquire, apply for, register, hold, use, sell or in
any manner dispose of and to grant licenses or other rights in and in any manner
deal with patents, inventions, improvements, processes, formulas, trademarks,
trade names, rights and licenses secured under letters patent copyrights or
otherwise.
To enter into, make and perform contracts of any kind for any lawful
purpose, with any person, firm, association or corporation, town, city, county,
body politic, state, territory, government or colony or dependency thereof.
To borrow money for any of the purposes of the corporation and to draw,
make, accept, endorse, discount, execute, issue, sell, pledge or otherwise
dispose of promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable, transferable or
non-transferable instruments and evidences of indebtedness and to secure the
payment thereof and the interest thereon by mortgage or pledge, conveyance or
assignment in trust of the whole or any part of the property of the corporation
at the time owned or thereafter acquired.
To purchase, hold, sell and transfer the shares of its capital stock.
To engage in any business or transaction permitted by the General
Corporation Law of Delaware.
To have one or more offices and to conduct any and all of its operations and
business and to promote its objects, within or without the State of Delaware,
without restriction as to place or amount.
To carry on any other business in connection therewith.
To do any or all of the things herein set forth as principal, agent,
contractor, trustee or otherwise, alone or in company with others.
The objects and purposes specified herein shall be regarded as independent
objects and purposes and, except where otherwise expressed, shall in in no way
limited nor restricted by reference to or inference from the terms of any other
clause or paragraph of the Certificate of Incorporation.
The foregoing shall be construed both as objects and powers and the
enumeration thereof shall not be held to limit or restrict in any manner the
general powers conferred on this corporation by the laws of the State of
Delaware.
FOURTH. The Total number of shares of stock which this corporation shall
have authority to issue is Fifty-One Million (51,000,000) shares, divided into
two classes, namely, Preferred Stock and Common Stock. The number of shares of
Preferred Stock which this corporation is authorized to issue is One Million
(1,000,000) shares of the par value of Ten Cents ($0.10) per share, and the
number of shares of Common Stock which this corporation is authorized to issue
is Fifty Million (50,000,000) shares of the par value of Ten Cents ($0.10) per
share.
There is hereby expressly granted to the board of directors of the
corporation the power and authority to issue the Preferred Stock as a class
without series, or if so determined from time to time, in one or more series,
and to fix the voting powers, full or limited, or not voting powers, and such
designations, preferences and relative, participating, optional or other special
rights of the class of the Preferred Stock or of one or more series thereof and
the qualifications, limitations or restrictions thereof with respect to the
Preferred Stock authorized herein in a resolution or resolutions adopted by the
board of directors providing for the issue of said stock. The holders of
preferred Stock shall have no preemptive rights to subscribe for any shares of
any class of stock of the corporation whether now or hereafter authorized.
The board of directors is further authorized to provide that the Preferred
Stock, when issued, may be convertible into or exchangeable for shares of any
other class or classes of stock of the corporation or of any series of the same
at such price or prices or rates of exchange and with such adjustments as shall
be stated or expressed in the resolution or resolutions providing for the issue
of such Preferred Stock adopted by the board of directors as hereinabove
provided.
Each and every resolution adopted by the board of directors providing for
the issuance of the preferred Stock as a class or in series within such class
from time to time shall be, under certificate of the proper officers of the
corporation, filed with the Secretary of State of Delaware and a certified copy
thereof shall be recorded in the same manner as certificates of incorporation
are required to be filed and recorded.
No holder of Common Stock shall be entitled as such, as a matter of right,
to subscribe for or to purchase any part of any new or additional issue of stock
of any class whatsoever.
FIFTH. The minimum amount of capital with which the Corporation will
commence business is one thousand dollars ($1,000).
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 whatever.
EIGHTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the board of directors is expressly
authorized:
To make, alter, amend and repeal the bylaws;
To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to alter or abolish
any such reserve; to authorize and cause to be executed mortgage and liens upon
the property and franchises of this corporation;
To designate, by resolution passed by a majority of the whole board, one or
more committees, each to consist of one or more directors, to the extent
provided in such resolution or in the bylaws of the corporation, shall have and
may exercise any or all of the powers of the board of directors in the
management of the business and affairs of this corporation and have power to
authorize the seal of this corporation to be affixed to all papers which may
require it.
From time to time to determine whether and to what extent and at what times
and places and under what conditions and regulations the books and accounts of
this corporation, or any of them other than the stock ledger, shall be open to
the inspection of the stockholders, and no stockholder shall have any right to
inspect any account or book or documents of the corporation, except as conferred
by law or authorized by resolution of the directors or of the stockholders.
To sell, lease or exchange all of its property and assets, including its
good-will and its corporate franchises, upon such terms and conditions and for
such consideration, which may be in whole or in part shares of stock in, and/or
other securities of, any other corporation or corporations, when and as
authorized by the affirmative vote of the holders of a majority of the stock
issued and outstanding having voting power given at a stockholders' meeting duly
called for that purpose.
This corporation may in its bylaws confer powers additional to the foregoing
upon the directors, in addition to the powers and authorities expressly
conferred upon them by law.
NINTH. If the bylaws so provide, the stockholders and directors shall
have power to hold their meetings, to have an office or offices and to keep the
books of this corporation (subject to the provisions of the statute) outside of
the State of Delaware at such places as may from time to time be designated by
the bylaws or by resolution of the directors.
TENTH. This 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 law and all rights conferred on officers,
directors and stockholders herein are granted subject to this reservation.
ELEVENTH. Any action required or permitted to be taken at any annual or
special meeting of stockholders shall be taken only at such a meeting and shall
not be taken by the written consent of stockholders in lieu of a meeting.
TWELFTH. The name and address of the initial sole director is:
Name Address
---- -------
O. Wayne Rollins 2170 Piedmont Road, N.E.
Atlanta, Georgia
THIRTEENTH. The name and address of the incorporator is:
Name Address
---- -------
V.A. Brookens 100 West Tenth Street
Wilmington, Delaware 19801
IN WITHNESS WHEREOF, the undersigned executes this Certificate of
Incorporation this 20th day of January, 1984.
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Incorporator
V.A. Brookens