EXHIBIT 3.1.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BRIGHAM EXPLORATION COMPANY
Brigham Exploration Company, a corporation organized and existing
under and by virtue of the Delaware General Corporation Law (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That in lieu of a meeting and in accordance with Section 141(f)
of the Delaware General Corporation Law, the Board of Directors of the
Corporation has given written consent to the adoption of resolutions setting
forth a proposed amendment to the Certificate of Incorporation of the
Corporation, declaring said amendment to be advisable and directing that said
amendment be considered by the stockholders of the Corporation entitled to vote
thereon. The resolution setting forth the proposed amendment is as follows:
NOW THEREFORE, BE IT RESOLVED, that, subject to the approval by the
holders of the requisite number of shares of capital stock of the Corporation,
the Certificate of Incorporation of the Corporation be amended as follows:
1. By adding to Article FIFTH a new paragraph (g) as follows:
"(g) Action Taken by Stockholders Without a Meeting.
Any action required or permitted to be taken at any annual or
special meeting of the stockholders of the Corporation may be
taken without a meeting, without prior notice and without a
vote, but only if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holder or
holders of record of all the outstanding shares of capital
stock of the Corporation then entitled to vote thereon."
SECOND: That in lieu of a meeting and a vote of stockholders, the
stockholders of the corporation have given written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware, pursuant to which the necessary number of shares as
required by statute and by the Certificate of Incorporation of the Corporation
were voted in favor of the amendment, and written notice of the adoption of such
amendment has been given as provided in Section 228 of the Delaware General
Corporation Law to every stockholder entitled to such notice.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.
<PAGE>
IN WITNESS WHEREOF, Brigham Exploration Company has caused this
certificate to be signed by its duly authorized officer on this 6th day of May,
1997.
BRIGHAM EXPLORATION COMPANY
By: /s/ Anne L. Brigham
--------------------------------
Name: Anne L. Brigham
Title: Executive Vice President
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BRIGHAM EXPLORATION COMPANY
Brigham Exploration Company, a corporation organized and existing
under and by virtue of the Delaware General Corporation Law (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That in lieu of a meeting and in accordance with Section 141(f)
of the Delaware General Corporation Law, the Board of Directors of the
Corporation has given written consent to the adoption of resolutions setting
forth a proposed amendment to the Certificate of Incorporation of the
Corporation, declaring said amendment to be advisable and directing that said
amendment be considered by the stockholders of the Corporation entitled to vote
thereon. The resolution setting forth the proposed amendment is as follows:
RESOLVED FURTHER, that, subject to stockholder approval of the
Amendment, the first paragraph of the Article numbered "Fourth" of the
Certificate of Incorporation of the Company be amended and restated to read in
its entirety as follows (with the remainder of Fourth Article to remain
unchanged):
"FOURTH: The total number of shares of all classes of stock
which the Company shall have authority to issue is
60,000,000 shares, consisting solely of 10,000,000
shares of Preferred Stock, par value $.01 per share
(the "Preferred Stock"), and 50,000,000 shares of
Common Stock, par value $.01 per share (the "Common
Stock)."
RESOLVED FURTHER, that subject to stockholder approval of the
Amendment, the proper officers of the Company are hereby authorized and directed
to execute a Certificate of Amendment reflecting the Amendment and to file the
Certificate of Amendment with the Secretary of State of Delaware.
SECOND: That during the May 18, 2000 annual meeting of the
stockholders, the stockholders of the Company voted to approve the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.
<PAGE>
IN WITNESS WHEREOF, Brigham Exploration Company has caused this
certificate to be signed by its duly authorized officer on this 22nd day of May,
2000.
BRIGHAM EXPLORATION COMPANY
By: /s/ David T. Brigham
----------------------------
Name: David T. Brigham
Title: Vice President
